Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 25, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FULL HOUSE RESORTS INC | ||
Entity Central Index Key | 891482 | ||
Trading Symbol | fll | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 18,876,681 | ||
Entity Public Float | $24,708,114 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues | ||
Casino | $109,566 | $131,581 |
Food and beverage | 20,083 | 22,700 |
Hotel | 5,002 | 4,219 |
Management fees | 1,066 | 1,678 |
Other operations | 3,535 | 4,182 |
Gross Revenues | 139,252 | 164,360 |
Less promotional allowances | -17,831 | -19,633 |
Net Revenues | 121,421 | 144,727 |
Operating costs and expenses | ||
Casino | 56,867 | 67,779 |
Food and beverage | 8,315 | 7,847 |
Hotel | 713 | 656 |
Other operations | 1,283 | 1,583 |
Project development and acquisition costs | 296 | 67 |
Board and executive transition costs | 2,741 | |
Selling, general and administrative | 43,942 | 50,447 |
Depreciation and amortization | 9,183 | 9,388 |
Loss on disposal of assets, net | 372 | 24 |
Impairment charges | 11,547 | 4,000 |
Total operating costs and expenses | 135,259 | 141,791 |
Operating (loss) income | -13,838 | 2,936 |
Other expense | ||
Interest expense, net of $0.4 million and $0.03 million capitalized | -6,272 | -7,268 |
Settlement loss | -1,700 | |
Other expense, net | -23 | 9 |
Total other expense | -7,995 | -7,259 |
Loss before income taxes | -21,833 | -4,323 |
Income tax benefit | -988 | -361 |
Net loss | ($20,845) | ($3,962) |
Loss per share: | ||
Basic (in dollars per share) | ($1.10) | ($0.21) |
Diluted (in dollars per share) | ($1.10) | ($0.21) |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 18,874,472 | 18,740,162 |
Diluted (in shares) | 18,874,472 | 18,740,162 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Consolidated Statements Of Operations [Abstract] | ||
Capitalized interest | $0.40 | $0.03 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and equivalents | $15,639 | $14,936 |
Accounts receivable, net of allowance for doubtful accounts of $513 and $471 | 1,573 | 1,869 |
Income tax receivable | 3,095 | 1,970 |
Prepaid expenses | 2,105 | 4,318 |
Other | 728 | 726 |
Total current assets | 23,140 | 23,819 |
Property, equipment and capital lease assets, net of accumulated depreciation | 95,040 | 91,168 |
Other long-term assets | ||
Goodwill | 16,480 | 18,127 |
Intangible assets, net of accumulated amortization of $6,195 and $4,055 | 3,382 | 15,533 |
Long term deposits | 178 | 761 |
Loan fees, net of accumulated amortization of $3,827 and $2,327 | 2,650 | 3,558 |
Deferred tax asset | 74 | 1,321 |
Total other long-term assets | 22,764 | 39,300 |
Total assets | 140,944 | 154,287 |
Current liabilities | ||
Accounts payable | 4,102 | 2,110 |
Construction contracts payable | 1,638 | 551 |
Accrued player club points and progressive jackpots | 1,709 | 1,999 |
Accrued payroll and related | 3,743 | 3,276 |
Other accrued expenses | 3,704 | 3,139 |
Deferred tax liability | 901 | 66 |
Current portion of capital lease obligation | 690 | 736 |
Current portion of long-term debt | 1,337 | |
Total current liabilities | 17,824 | 11,877 |
Long-term debt, net of current portion | 59,294 | 57,500 |
Deferred tax liability | 99 | 113 |
Capital lease obligation, net of current portion | 6,230 | 6,983 |
Total liabilities | 83,447 | 76,473 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 20,233,276 and 20,107,276 shares issued; 18,876,681 and 18,750,681 shares outstanding | 2 | 2 |
Additional paid-in capital | 45,878 | 45,350 |
Treasury stock, 1,356,595 common shares | -1,654 | -1,654 |
Retained earnings | 13,271 | 34,116 |
Total stockholders' equity | 57,497 | 77,814 |
Total liabilities and stockholders' equity | $140,944 | $154,287 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ||
Allowance for doubtful accounts | $513 | $471 |
Accumulated amortization of intangible assets | 6,195 | 4,055 |
Accumulated amortization of loan fees | $3,827 | $2,327 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,233,276 | 20,107,276 |
Common stock, shares outstanding | 18,876,681 | 18,750,681 |
Treasury stock, common shares | 1,356,595 | 1,356,595 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common stock | Additional paid-in capital | Treasury stock | Retained Earnings | Total |
In Thousands, unless otherwise specified | |||||
Beginning balances at Dec. 31, 2012 | $2 | $44,707 | ($1,654) | $38,078 | $81,133 |
Beginning balances (in shares) at Dec. 31, 2012 | 20,036 | 1,357 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of share based compensation | |||||
Issuance of share based compensation (in shares) | 65 | ||||
Previously deferred share-based compensation recognized | 623 | 623 | |||
Issuances of common stock | 20 | 20 | |||
Issuances of common stock (in shares) | 6 | ||||
Net loss | -3,962 | -3,962 | |||
Ending balances at Dec. 31, 2013 | 2 | 45,350 | -1,654 | 34,116 | 77,814 |
Ending balances (in shares) at Dec. 31, 2013 | 20,107 | 1,357 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of share based compensation | |||||
Issuance of share based compensation (in shares) | 120 | ||||
Previously deferred share-based compensation recognized | 229 | 229 | |||
Immediate vesting of deferred-based compensation recognized | 280 | 280 | |||
Stock based compensation expense | 10 | 10 | |||
Issuances of common stock | 9 | 9 | |||
Issuances of common stock (in shares) | 6 | ||||
Net loss | -20,845 | -20,845 | |||
Ending balances at Dec. 31, 2014 | $2 | $45,878 | ($1,654) | $13,271 | $57,497 |
Ending balances (in shares) at Dec. 31, 2014 | 20,233 | 1,357 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net loss | ($20,845) | ($3,962) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Gaming license impairment | 9,900 | |
Goodwill impairment | 1,647 | 4,000 |
Depreciation | 7,044 | 6,839 |
Amortization of loan fees | 1,500 | 1,831 |
Amortization of player loyalty program, land lease and water rights | 2,139 | 2,550 |
Loss on disposals | 372 | 24 |
Deferred and share-based compensation | 528 | 643 |
Increases and decreases in operating assets and liabilities: | ||
Accounts receivable, net | 296 | 788 |
Income tax receivable | -1,125 | -1,970 |
Prepaid expenses | 2,213 | 1,426 |
Deferred tax | 2,068 | 1,977 |
Other assets and deposits | 70 | 499 |
Accounts payable and accrued expenses | 1,754 | -2,359 |
Income taxes payable | -7 | |
Net cash provided by operating activities | 7,561 | 12,279 |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 20 | |
Purchase of property and equipment, net of construction contracts payable | -9,567 | -6,162 |
Deposits and other related costs | 584 | -333 |
Other | 39 | 29 |
Net cash used in investing activities | -8,924 | -6,466 |
Cash flows from financing activities: | ||
Borrowings of long-term debt | 3,131 | |
Repayment of long-term debt, capital lease and interest rate swap | -799 | -11,250 |
Loan fees, net of fees payable | -266 | -230 |
Net cash provided by (used in) financing activities | 2,066 | -11,480 |
Net increase (decrease) in cash and equivalents | 703 | -5,667 |
Cash and equivalents, beginning of year | 14,936 | 20,603 |
Cash and equivalents, end of year | 15,639 | 14,936 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest, net of amounts capitalized | 4,820 | 5,516 |
Cash received from net loss carryback, net of cash paid of $0.1 million for income taxes in 2014, and cash received from income tax refund, net of cash paid of $0.03 million for income taxes in 2013 | -2,370 | -2,409 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment expenditures included in payables and accruals | 2,292 | 609 |
Property acquisition financed with a capital lease | $7,719 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Cash Flows [Abstract] | ||
Cash paid for income taxes | $0.10 | $0.03 |
ORGANIZATION_AND_DESCRIPTION_O
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ||||||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS | |||||
Formed as a Delaware corporation in 1987, Full House Resorts, Inc., owns, 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 three casino properties and operate a fourth casino subject to a lease, as follows: | ||||||
Property | Acquisition | Location | Slot | Table | Hotel | |
Date | Machines | Games | Rooms | |||
Silver Slipper Casino (Owned) | 2012 | Bay St. Louis, MS (near New Orleans) | 938 | 29 | 129(1) | |
Rising Star Casino Resort (Owned) | 2011 | Rising Sun, IN (near Cincinnati) | 921 | 28 | 294(2) | |
Stockman’s Casino (Owned) | 2007 | Fallon, NV (one hour east of Reno) | 265 | 4 | -- | |
Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort) | 2011 | Incline Village, NV (North Shore of Lake Tahoe) | 254 | 20 | 3 | |
-1 | The Silver Slipper Casino is expected to open its hotel in the first half of 2015. | |||||
-2 | Includes a 190-room hotel that we own and operate, and an adjacent 104-room hotel that we operate pursuant to a 10-year capital lease. | |||||
-3 | Under the Facilities Agreement dated June 29, 2011 with Hyatt Equities, L.L.C. we have the ability to provide rooms to our guests at the Hyatt Regency at Lake Tahoe upon mutually agreeable rates, as well as other amenities and services that cater to our guests and support our operations. | |||||
Until our three-year contract expired in September 2014, we also managed the Buffalo Thunder Casino and Resort, Cities of Gold and other gaming facilities, located in Santa Fe, New Mexico, for the Pueblo of Pojoaque. | ||||||
Through a 50% owned joint venture, we also previously managed the FireKeepers Casino near Battle Creek, Michigan for the Nottawaseppi Huron Band of Potawatomi until we sold our interest in March 2012. | ||||||
On February 26, 2014, we entered into an exclusivity agreement with Keeneland Association, Inc. (“Keeneland”) to own, manage, and operate instant racing and, if authorized, traditional casino gaming at racetracks in Kentucky, subject to completion of definitive documents for each opportunity. On November 17, 2014, both parties entered into a termination agreement to terminate all agreements between us. See Note 10 for further discussion of the termination of the Keeneland agreement. | ||||||
On November 28, 2014, Full House, and Daniel R. Lee, Bradley M. Tirpak and Craig W. Thomas (jointly and severally), the (“Shareholder Group”), entered into a Settlement Agreement (the “Settlement Agreement”) resulting in significant changes in the Company’s board of directors and management. The Company incurred significant costs involved with such changes. See Note 9 for additional discussion of the Settlement Agreement, amendment to the Company’s by-laws, and changes to the board of directors. | ||||||
We manage our casinos based on geographical regions within the United States. Accordingly, Stockman’s Casino and Grand Lodge Casino comprise a Northern Nevada business segment, while Rising Star and Silver Slipper are currently distinct segments. |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Principles of Consolidation and Accounting. The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Certain prior-period amounts in the consolidated statements of operations and balance sheets have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported income from operations or net loss. | |||||||||
Except when otherwise required by accounting principles generally accepted in the United States of America (U.S. GAAP), we measure all of our assets and liabilities on the historical cost basis of accounting. | |||||||||
Use of Estimates. Certain of our accounting policies require that we apply significant judgment in defining the appropriate assumptions for calculating estimates that affect reported amounts and disclosures. By their nature, these judgments are subject to an inherent degree of uncertainty. Significant accounting estimates include valuation of goodwill and impairment of other long-lived assets, allocation of the purchase price associated with our acquisitions, collectability of receivables, the estimated useful lives assigned to our depreciable and amortizable assets, estimated cost of services furnished on a complimentary basis to customers and the estimated liability for unredeemed customer loyalty awards, and income taxes. Our estimates related to the valuation of goodwill and impairment of other long-lived assets could materially change during the next year. | |||||||||
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. | |||||||||
Fair Value of Financial Instruments. Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, assets acquired and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. 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; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The carrying value of cash and equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments. The estimated fair values of our debt approximate the recorded values as of the balance sheet dates presented, based on Level 2 inputs as defined by U.S. GAAP consisting of interest rates offered to us for loans with similar maturities and risks. We used Level 3 inputs when assessing the fair value of intangible assets (See Note 5) and property and equipment. | |||||||||
Liquidity, Concentrations and Economic Risks and Uncertainties. We are economically dependent upon relatively few investments in the gaming industry. The gaming industry in general, including the markets in which we operate, has not fully recovered from the most recent economic recession and, to varying degrees, the continuing economic weakness that has curtailed consumer spending, particularly for gaming and other recreational activities. Accordingly, 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. However, 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 estimate at this time. | |||||||||
Receivables. Accounts receivable are uncollateralized and carried, net of an appropriate allowance, at their estimated collectible value based on customers’ past credit history and current financial condition and on current general economic conditions. Since credit is extended on a short-term basis, accounts receivables do not normally bear interest. The allowances for doubtful accounts are estimated by management for accounts that are believed to be partially or entirely uncollectible. Doubtful collection allowances are charged to operations. The majority of our casino accounts receivable consists primarily of returned checks and markers. We review our receivables’ aging and historical collection results to establish factors for estimating the amount of our receivables that will not be collected. | |||||||||
Bad debt expense for accounts receivable totaled $0.3 million and $0.04 million for the years ended December 31, 2014 and 2013 respectively. | |||||||||
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 for book and tax purposes. Costs of normal repairs and maintenance and fixed assets acquired or produced for a cost less than $2,500, our minimum threshold amount for capitalization, are reflected as an expense in our financial statements. | |||||||||
Fixed assets are recorded at historical cost as of the date acquired (Note 3), and depreciated beginning on the date the fixed asset is placed in service. A fixed asset costing less than the threshold stated above is recorded as an expense for financial statement and tax purposes. A fixed asset with an economic useful life that is less than 12 months is expensed for financial statement and tax purposes, regardless of the acquisition or production cost. 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. | |||||||||
The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest expense is capitalized at the applicable weighted-average borrowing rates of interest and added to the project cost. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. | |||||||||
Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the capitalized lease, whichever is appropriate under the circumstances. Our capital lease asset and liabilities are initially measured at the beginning of the lease term at the present value of the minimum lease payments. 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: | |||||||||
Buildings and improvements: | 10 to 39 years | ||||||||
Furniture, fixtures and equipment: | 3 to 10 years | ||||||||
Goodwill and Other Intangibles. Goodwill represents the excess of the purchase price of the Silver Slipper Casino, Rising Star Casino Resort and Stockman’s Casino properties over the estimated fair value of their net assets. Our other indefinite-lived intangible assets include trademarks and certain license rights to conduct gaming in certain jurisdictions. Goodwill and indefinite-lived intangible assets are not amortized, but are periodically tested for impairment. We test our goodwill and indefinite-lived intangible assets for impairment annually or when a triggering event occurs and evaluate goodwill and indefinite-lived intangible assets using an income approach to value applying a typical discounted cash flows methodology. During the second quarter of 2014, such indicators existed and an impairment charge was recorded related to the goodwill and gaming license at Rising Star Casino. During 2013, we recorded a similar impairment charge for the goodwill at Stockman’s Casino. See Note 5. | |||||||||
Intangible Assets. We estimated the fair value of the Rising Star Casino Resort gaming license using a derivation of the income approach to valuation. The other gaming license values are based on actual costs. | |||||||||
We also periodically review our indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If it is determined that an indefinite-lived intangible asset has a finite useful life, then the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset. | |||||||||
Our finite-lived intangible assets include customer loyalty programs, land leases, water rights and bank loan fee intangibles. 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. We also review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. | |||||||||
Revenue Recognition and Promotional Allowances. Our revenue recognition policies follow casino resort industry practices. Similarly, associated estimates include primarily the estimated cost of providing customers with complimentary services. Casino revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots, 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 table below: | |||||||||
Retail Value of Promotional Allowances | |||||||||
For the years ended December 31, | |||||||||
(in thousands) | |||||||||
2014 | 2013 | ||||||||
Rooms | $ | 4,180 | $ | 3,636 | |||||
Food and beverage | 12,315 | 14,733 | |||||||
Other incentives | 1,336 | 1,264 | |||||||
$ | 17,831 | $ | 19,633 | ||||||
Costs of Providing Promotional Allowances | |||||||||
For the years ended December 31, | |||||||||
(in thousands) | |||||||||
2014 | 2013 | ||||||||
Rooms | $ | 3,412 | $ | 3,577 | |||||
Food and beverage | 12,451 | 13,549 | |||||||
Other incentives | 994 | 888 | |||||||
$ | 16,857 | $ | 18,014 | ||||||
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 $1.8 million and $2.7 million for the years ended December 31, 2014 and 2013, 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. 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, the Rising Star Rewards Club™, the Grand Lodge Players Advantage Club® and the 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, 2014 and 2013, our liability for the estimated cost to provide such benefits totaled $1.0 million and $1.2 million, respectively. Such amounts are included in “accrued player club points and progressive jackpots” in our consolidated balance sheets. | |||||||||
Project Development and Acquisition Costs. Project development and acquisition costs consist of amounts expended on potential developments and their related costs to execute the acquisition. For the year ended December 31, 2014 these costs included amounts related to the terminated acquisition of Majestic Mississippi, LLC, as described in Note 10, including professional fees, licensing costs and travel expenses. | |||||||||
Share-based Compensation. We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the service period. Share-based compensation expense from stock awards is included in general and administrative expense. Vesting is contingent upon certain conditions, including continuous service of the individual recipients. Unvested stock grants made in connection with our incentive compensation plan are viewed as a series of individual awards and the related share-based compensation expense is amortized into compensation expense on a straight-line basis as services are provided over the vesting period, and reported as a reduction of stockholders’ equity. We use the Black-Scholes valuation model to determine the estimated fair value for each option grant issued. The Black-Scholes-determined fair value, net of estimated forfeitures, is amortized as compensation cost on a straight line basis over the service period. | |||||||||
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 fifty percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | |||||||||
Earnings per Common Share. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities, including stock options and unvested restricted shares using the treasury stock method. For the year ended December 31, 2014, potentially dilutive stock options excluded from the earnings per share computation, as their effect would be anti-dilutive, totaled 943,834 shares. | |||||||||
Recently Issued Accounting Pronouncements | |||||||||
We have reviewed authoritative standards issued after December 31, 2014 and others not yet effective. As a result, we determined that the new standards are not likely to have any significant impact on our future financial statements. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT | ||||||||
At December 31, 2014 and 2013, property and equipment consists of the following (in thousands): | |||||||||
2014 | 2013 | ||||||||
Land and improvements | $ | 11,670 | $ | 11,670 | |||||
Buildings and improvements | 73,997 | 72,570 | |||||||
Furniture and equipment | 27,951 | 26,943 | |||||||
Construction in progress | 11,264 | 3,081 | |||||||
124,882 | 114,264 | ||||||||
Less accumulated depreciation | (29,842 | ) | (23,096 | ) | |||||
$ | 95,040 | $ | 91,168 | ||||||
Construction in progress was primarily related to construction costs for the hotel at Silver Slipper Casino (Note 12) and certain repairs to the Silver Slipper Casino parking garage, including capitalized interest of $0.4 million and $0.03 million related to these projects during 2014 and 2013, respectively. During 2014, we primarily disposed of certain assets related to the hotel remodel at Rising Star Casino Resort and recorded a $0.4 million loss on disposal. | |||||||||
At December 31, 2014 and 2013, property and equipment under capitalized leases, detailed in the table below, is related to the 104-room hotel at Rising Star Casino Resort (Note 6) and is also included in the schedule above. | |||||||||
2014 | 2013 | ||||||||
Leased land and improvements | $ | 215 | $ | 215 | |||||
Leased buildings and improvements | 5,787 | 5,787 | |||||||
Leased furniture and equipment | 1,717 | 1,717 | |||||||
7,719 | 7,719 | ||||||||
Less accumulated amortization | (582 | ) | (83 | ) | |||||
$ | 7,137 | $ | 7,636 | ||||||
Amortization related to the Rising Star Casino Resort capital lease is combined with depreciation expense. |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities, Current [Abstract] | |||||||||
ACCRUED LIABILITIES | 4. ACCRUED LIABILITIES | ||||||||
Other accrued expenses at December 31, 2014 and 2013 consist of the following (in thousands): | |||||||||
2014 | 2013 | ||||||||
Real estate and personal property taxes | $ | 1,172 | $ | 1,122 | |||||
Gaming taxes | 294 | 252 | |||||||
Other taxes | 495 | 258 | |||||||
Gaming related accruals | 490 | 459 | |||||||
Other | 1,253 | 1,048 | |||||||
$ | 3,704 | $ | 3,139 |
GOODWILL_OTHER_INTANGIBLES
GOODWILL & OTHER INTANGIBLES | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
GOODWILL & OTHER INTANGIBLES | 5. GOODWILL AND OTHER INTANGIBLES | ||||||||||||||||||||
Goodwill represents the excess of the purchase price over fair value of net assets acquired in connection with Silver Slipper Casino, Rising Star Casino Resort and Stockman’s Casino operations. In accordance with the authoritative guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We evaluate goodwill and indefinite-lived intangible assets utilizing the market approach and income approach applying discounted cash flows. | |||||||||||||||||||||
Due to various factors, including weak economic conditions, lower than anticipated discretionary consumer spending, and increased competition in our Indiana market, we realized lower than expected operating results during 2014. We performed interim impairment assessments of goodwill and indefinite-lived intangible assets as of June 30, 2014 for all relevant properties and recognized a $1.6 million and $9.9 million impairment of Rising Star Casino Resort’s goodwill and gaming license, respectively, which were recorded as impairment charges in the Statements of Operations. Key assumptions included in the analysis were estimates of future cash flows including outflows for capital expenditures, a long-term growth rate of 1% and a discount rate of 11.2%. During 2013, we recognized a $4.0 million impairment of goodwill at Stockman’s Casino. | |||||||||||||||||||||
These calculations, which are subject to change as a result of future economic uncertainty, contemplate changes for both current year and future year estimates in earnings and the impact of these changes to the fair value of Silver Slipper Casino, Rising Star Casino Resort and Stockman’s Casino, although there is always some uncertainty in key assumptions including projected future earnings growth. If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a material adverse impact on our consolidated financial statements. We do not reverse the impairment charges if subsequent evaluations result in an increase in the estimated value of the asset. | |||||||||||||||||||||
Goodwill: | |||||||||||||||||||||
As of December 31, 2014 and 2013, goodwill associated with our acquisition of our gaming properties totaled $16.5 million and $18.1 million, net of impairment write-downs of $1.6 million and $4.0 million, respectively. Changes in the carrying value of goodwill for the periods presented follows: | |||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Balance at | Impairments | Balance at | |||||||||||||||||||
beginning of | end of the | ||||||||||||||||||||
the year | year | ||||||||||||||||||||
Stockman’s Casino | $ | 1,809 | $ | -- | $ | 1,809 | |||||||||||||||
Rising Star Casino Resort | 1,647 | (1,647 | ) | -- | |||||||||||||||||
Silver Slipper Casino | 14,671 | -- | 14,671 | ||||||||||||||||||
Goodwill, net of accumulated impairment losses | $ | 18,127 | $ | (1,647 | ) | $ | 16,480 | ||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Balance at | Impairments | Balance at | |||||||||||||||||||
beginning of | end of the | ||||||||||||||||||||
the year | year | ||||||||||||||||||||
Stockman’s Casino | $ | 5,809 | $ | (4,000 | ) | $ | 1,809 | ||||||||||||||
Rising Star Casino Resort | 1,647 | -- | 1,647 | ||||||||||||||||||
Silver Slipper Casino | 14,671 | -- | 14,671 | ||||||||||||||||||
Goodwill, net of accumulated impairment losses | $ | 22,127 | $ | (4,000 | ) | $ | 18,127 | ||||||||||||||
Other Intangible Assets: | |||||||||||||||||||||
Other intangible assets, net consist of the following (in thousands): | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Estimated | Gross | Accumulated | Impairment / | Intangible | |||||||||||||||||
Life | Carrying | Amortization | Write-offs, Net | Assets, Net | |||||||||||||||||
(Years) | Value | ||||||||||||||||||||
Amortizing Intangible Assets: | |||||||||||||||||||||
Player Loyalty Program - Rising Star | 3 | $ | 1,700 | $ | (1,700 | ) | $ | -- | $ | - | |||||||||||
Player Loyalty Program - Silver Slipper | 3 | 5,900 | (4,425 | ) | -- | 1,475 | |||||||||||||||
Land Lease and Water Rights - Silver Slipper | 46 | 1,420 | (70 | ) | -- | 1,350 | |||||||||||||||
Capital One Bank Loan Fees | 3 | 5,049 | (3,241 | ) | -- | 1,808 | |||||||||||||||
ABC Funding, LLC Loan Fees | 5 | 1,428 | (586 | ) | -- | 842 | |||||||||||||||
Non-amortizing Intangible Assets: | |||||||||||||||||||||
Gaming License - Rising Star | Indefinite | 9,900 | -- | (9,900 | ) | -- | |||||||||||||||
Gaming License – Silver Slipper | Indefinite | 105 | -- | (44 | ) | 61 | |||||||||||||||
Gaming Licensing – Northern Nevada | Indefinite | 523 | -- | (67 | ) | 456 | |||||||||||||||
Trademarks | Indefinite | 40 | -- | -- | 40 | ||||||||||||||||
$ | 26,065 | $ | (10,022 | ) | $ | (10,011 | ) | $ | 6,032 | ||||||||||||
Other Intangible Assets Subtotal | $ | 19,588 | $ | (6,195 | ) | $ | (10,011 | ) | $ | 3,382 | |||||||||||
Loan Fees Subtotal | 6,477 | (3,827 | ) | -- | 2,650 | ||||||||||||||||
$ | 26,065 | $ | (10,022 | ) | $ | (10,011 | ) | $ | 6,032 | ||||||||||||
31-Dec-13 | |||||||||||||||||||||
Estimated | Gross | Accumulated | Write-offs, Net | Intangible | |||||||||||||||||
Life | Carrying | Amortization | Assets, Net | ||||||||||||||||||
(Years) | Value | ||||||||||||||||||||
Amortizing Intangible Assets: | |||||||||||||||||||||
Player Loyalty Program - Rising Star | 3 | $ | 1,700 | $ | (1,558 | ) | $ | -- | $ | 142 | |||||||||||
Player Loyalty Program - Silver Slipper | 3 | 5,900 | (2,458 | ) | -- | 3,442 | |||||||||||||||
Land Lease and Water Rights - Silver Slipper | 46 | 1,420 | (39 | ) | -- | 1,381 | |||||||||||||||
Capital One Bank Loan Fees | 3 | 4,887 | (2,019 | ) | -- | 2,868 | |||||||||||||||
ABC Funding, LLC Loan Fees | 4 | 998 | (308 | ) | -- | 690 | |||||||||||||||
Non-amortizing Intangible Assets: | |||||||||||||||||||||
Gaming License - Rising Star | Indefinite | 9,900 | -- | -- | 9,900 | ||||||||||||||||
Gaming License – Silver Slipper | Indefinite | 115 | -- | (10 | ) | 105 | |||||||||||||||
Gaming License – Northern Nevada | Indefinite | 542 | -- | (19 | ) | 523 | |||||||||||||||
Trademarks | Indefinite | 40 | -- | -- | 40 | ||||||||||||||||
$ | 25,502 | $ | (6,382 | ) | $ | (29 | ) | $ | 19,091 | ||||||||||||
Other Intangible Assets Subtotal | $ | 19,617 | $ | (4,055 | ) | $ | (29 | ) | $ | 15,533 | |||||||||||
Loan Fees Subtotal | 5,885 | (2,327 | ) | -- | 3,558 | ||||||||||||||||
$ | 25,502 | $ | (6,382 | ) | $ | (29 | ) | $ | 19,091 | ||||||||||||
Customer Loyalty Programs. The player loyalty programs represent the value of repeat business associated with Silver Slipper Casino’s and Rising Star Casino Resort’s loyalty programs. The value of $5.9 million and $1.7 million of the Silver Slipper Casino’s and Rising Star Casino Resort’s player 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 player loyalty program. The valuation analyses for the active rated players were based on projected revenues and attrition rates. Silver Slipper Casino and Rising Star Casino Resort maintain historical information for the proportion of revenues attributable to the rated players for gross gaming revenue. The value of the player loyalty programs are amortized over a life of three years. | |||||||||||||||||||||
Land Lease and Water Rights. In November 2004, Silver Slipper Casino entered into a lease agreement with Cure Land Company, LLC for approximately 38 acres of land (“Land Lease”), which includes approximately 31 acres of protected marshland and the seven-acre casino parcel on which the Silver Slipper Casino was subsequently built. The lease was amended and extended on February 26, 2013, as discussed in Note 12. The $1.0 million Land Lease represents the excess fair value of the land over the estimated net present value of the Land Lease payments. The $0.4 million of water rights represented the fair value of the water rights based upon market rates in Hancock County, Mississippi. The term of the land lease is 46 years. | |||||||||||||||||||||
Loan Fees. Loan fees incurred and paid as a result of debt instruments are accumulated and amortized over the term of the related debt, based on an effective interest method. On October 1, 2012, we funded the purchase of the Silver Slipper Casino with the full amount of the $50.0 million First Lien Credit Facility (“First Lien Credit Facility”) with Capital One Bank, N.A. (“Capital One”) and the full amount of the Second Lien Credit Facility (“Second Lien Credit Facility”) with ABC Funding, LLC, as discussed in Note 7. We incurred $4.7 million in loan fees related to obtaining the First Lien Credit Facility and $1.0 million in loan fees related to obtaining the Second Lien Credit Facility. On August 26, 2013, we entered into a first amendment to the First Lien Credit Facility (the “First Lien Amendment”) and an amendment to the Second Lien Credit Facility (the “Second Lien Amendment”) and incurred $0.2 million in additional loan fees, as discussed in Note 7. The First Lien Amendment modifications included an extended maturity date to June 29, 2016, and thus the amortization period for these loan fees was also extended. On July 18, 2014, we entered into a second amendment to the First Lien Credit Facility (the “First Lien 2nd Amendment”) and an amendment to the Second Lien Credit Facility (the “Second Lien 2nd Amendment”) and incurred $0.2 million in additional loan fees, as discussed in Note 7. Effective December 31, 2014 we entered into a third amendment to the First Lien Credit Facility (the “First Lien 3rd Amendment”) and an amendment to the Second Lien Credit Facility (the “Second Lien 3rd Amendment”) and incurred $0.3 million in additional loan fees, as discussed in Note 7. The Second Lien 3rd Amendment modifications included an extended maturity date to April 1, 2017, and thus the amortization period for these loan fees was also extended. | |||||||||||||||||||||
The amortization of loan fees was $1.5 million and $1.8 million for the years ended December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||
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 value of the $9.9 million Rising Star Casino Resort gaming license was 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. The other gaming license values are based on actual costs. Gaming licenses are not amortized as they have indefinite useful lives and are evaluated for potential impairment on an annual basis unless events or changes in circumstances indicate the carrying amount of the gaming licenses may not be recoverable. We reviewed existing gaming licenses and recognized an expense of $10.2 million, including a $9.9 million impairment of the gaming license at Rising Star Casino Resort during 2014, and $0.1 million during 2013. | |||||||||||||||||||||
Trademark. Trademarks are based on the legal fees and recording fees primarily related to the trademark of the “Rising Star Casino Resort” name, and variations of such name. Trademarks are not subject to amortization, as they have an indefinite useful life and are evaluated for potential impairment on an annual basis unless events or changes in circumstances indicate the carrying amount of the trademark may not be recoverable. | |||||||||||||||||||||
Current and Future Amortization. The aggregate amortization expense was $3.6 million and $4.4 million for the years ended December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||
Total amortization expense for intangible assets for the years ending December 31, 2015, 2016, 2017, 2018, 2019 and thereafter is anticipated to be approximately $3.1 million, $1.1 million, $0.2 million, $0.03 million, $0.03 million, and $1.2 million, respectively. | |||||||||||||||||||||
CAPITAL_LEASE_OBLIGATION
CAPITAL LEASE OBLIGATION | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases, Capital [Abstract] | |||||
CAPITAL LEASE OBLIGATION | 6. CAPITAL LEASE OBLIGATION | ||||
Rising Star Casino Resort Capital Lease. On August 16, 2013, our Indiana subsidiary Gaming Entertainment (Indiana) LLC, entered into a 10-year capital lease for the new hotel tower at Rising Star Casino Resort (the “Rising Star Lease Agreement”) with Rising Sun/Ohio County First, Inc., an Indiana non-profit corporation (the “Landlord”). The lease is not guaranteed by the parent company or any subsidiary other than Gaming Entertainment (Indiana) LLC. The 104-room tower, adjacent to the Rising Star Casino Resort, opened on November 15, 2013. The capital lease provides us with full management control and we, as the lessee, assume all responsibilities including maintenance and repair, revenues, expenses, profits and losses related to the hotel’s operations. The term of the Rising Star Lease Agreement is for 10 years from November 15, 2013, with the Landlord having a right to sell the hotel tower to us at the end of the term for $1 plus closing costs on the terms set forth in the Rising Star Lease Agreement. During the term, we have the exclusive option to purchase the new hotel tower at Rising Star Casino Resort at a pre-set price (the “Pre-Set Price”), based upon the project’s actual costs, reduced by the cumulative principal payments made by the Company during the lease term. Upon expiration of the term of the lease, if we have not exercised our option to purchase the hotel tower, we have the option to purchase the hotel for $1 plus closing costs. On January 1, 2014, we began paying a fixed monthly rent payment of approximately $77,500, which will continue throughout the term of the Rising Star Lease Agreement unless we elect to purchase the hotel before the end of the lease period. In the event of a default on the lease agreement, the Landlord’s recourse allows for them to take possession of the property, collection of rents as defined, the right to seek remediation for any attorneys’ fees, litigation expenses, and costs of retaking and re-leasing the property. | |||||
Future minimum lease payments and the present value of such payments related to the capital lease are as follows, as of December 31, 2014 (in thousands): | |||||
2015 | $ | 853 | |||
2016 | 930 | ||||
2017 | 930 | ||||
2018 | 930 | ||||
2019 | 930 | ||||
Thereafter | 3,568 | ||||
Total minimum lease payments | 8,141 | ||||
Less: amount representing interest | (1,221 | ) | |||
Present value of minimum lease payments | $ | 6,920 | |||
The current portion of our capital lease obligation is $0.7 million, which represents the minimum lease payments, less interest, to be paid over the next year. The capital lease obligation, net of current portion is $6.2 million. |
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Long-Term Debt [Abstract] | |||||||||||||
LONG-TERM DEBT | 7. LONG-TERM DEBT | ||||||||||||
At December 31, 2014 and 2013, long-term debt consists of the following (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Long-term debt, net of current portion: | |||||||||||||
First Term Loan, maturing June 29, 2016, variable interest rate which averaged 4.75% and 5.4% during 2014 and 2013 | $ | 38,631 | $ | 37,500 | |||||||||
Second Term Loan, maturing April 1, 2017, interest rate is fixed at 14.25% per annum | 20,000 | 20,000 | |||||||||||
Revolving Loan, maturing June 29, 2016, variable interest rate which averaged 4.75% in 2014 | 2,000 | -- | |||||||||||
Less current portion | (1,337 | ) | -- | ||||||||||
$ | 59,294 | $ | 57,500 | ||||||||||
First and Second Lien Credit Facilities. On October 1, 2012, we acquired all of the equity membership interests in Silver Slipper Casino Venture LLC dba Silver Slipper Casino located in Bay St. Louis, Mississippi. The purchase price of approximately $69.3 million, exclusive of cash and working capital in the amounts of $6.4 million and $2.9 million, respectively, was funded by our First Lien Credit Facility and our Second Lien Credit Facility. The First Lien Credit Facility and Second Lien Credit Facility are secured by substantially all of our assets, and our wholly-owned subsidiaries guarantee our obligation under the agreements. The Second Lien Credit Facility is subordinate to the lien of the First Lien Credit Facility. | |||||||||||||
On June 29, 2012, we entered into the First Lien Credit Facility which, including the amendments described below, provided for a term loan in an amount up to $50.0 million and a revolving loan (“Revolving Loan”) in an amount up to $5.0 million. The First Lien Credit Facility has been amended as follows: | |||||||||||||
· | On August 26, 2013, we entered into the First Lien Amendment to: | ||||||||||||
¡ | Increase the term loan portion by $10.0 million to $56.3 million; | ||||||||||||
¡ | Reduce the interest rate by one percent; | ||||||||||||
¡ | Extend the maturity date to June 29, 2016; and | ||||||||||||
¡ | Amend certain financial covenants. | ||||||||||||
· | On July 18, 2014, we entered into the First Lien 2nd Amendment effective as of June 30, 2014 to: | ||||||||||||
¡ | Revise certain financial ratio covenants as of June 30, 2014, and going forward through the term of the loan; | ||||||||||||
¡ | Extend the time period to March 31, 2015 for draws against the $10.0 million term loan associated with the hotel at the Silver Slipper Casino; and | ||||||||||||
¡ | Extend the payment terms to begin on April 1, 2015. | ||||||||||||
· | On January 9, 2015 we entered into the First Lien 3rd Amendment effective as of December 31, 2014 to: | ||||||||||||
¡ | Revise certain financial ratio covenants as of December 31, 2014, and going forward through the term of the loan; | ||||||||||||
¡ | Extend the time period to May 31, 2015 for draws against the $10.0 million term loan associated with the hotel at the Silver Slipper Casino; and | ||||||||||||
¡ | Extend the payment terms to begin on June 1, 2015. | ||||||||||||
On October 1, 2012, we entered into the Second Lien Credit Facility (including the amendments described below) with ABC Funding, LLC as administrative agent for a term loan in an amount up to $20.0 million. | |||||||||||||
On October 1, 2012, we closed on the acquisition of all of the equity membership interests in Silver Slipper Casino Venture LLC dba Silver Slipper Casino located in Bay St. Louis, Mississippi. The Second Lien Credit Facility has been amended as follows: | |||||||||||||
· | On August 26, 2013, we entered into the Second Lien Amendment to: | ||||||||||||
¡ | Revise certain financial ratio covenants. | ||||||||||||
· | On July 18, 2014, we entered into the Second Lien 2nd Amendment, to: | ||||||||||||
¡ | Revise certain financial ratio covenants as of June 30, 2014, and going forward through the term of the loan; and | ||||||||||||
¡ | Increase the interest rate by one percentage point to 14.25% for the remainder of the term of the loan. | ||||||||||||
· | On January 9, 2015, we entered into the Second Lien 3rd Amendment, which became effective December 31, 2014, to: | ||||||||||||
¡ | Revise certain financial ratio covenants as of December 31, 2014, and going forward through the term of the loan; and | ||||||||||||
¡ | Extend the maturity date to April 1, 2017. | ||||||||||||
As of December 31, 2014, we had drawn $1.1 million of the $10.0 million term loan under the First Lien Credit Facility. The remaining $8.9 million of funding availability under the term loan will be used for a portion of the construction costs of the 129-room hotel addition to the Silver Slipper Casino. The remaining construction costs will be funded from available cash and cash flow from operations. As of December 31, 2014, we had funded cash of $8.2 million of the estimated total project costs of $20 million (including capitalized interest) and we anticipate funding an additional $1.5 million in cash in 2015. Construction of the hotel is expected to be completed in two phases, with the 120 standard rooms opening in the second quarter of 2015, followed shortly thereafter by the remaining nine suites. | |||||||||||||
On March 24, 2014 we made a $2.0 million draw on our $5.0 million revolving loan under the First Lien Credit Facility. We currently have $3.0 million undrawn on the revolving loan. | |||||||||||||
We have elected to pay interest on the First Lien Credit Facility based on the greater of the elected London Interbank Offered Rate (“LIBOR”) rate or 1.0%, plus a margin rate. LIBOR rate elections can be made based on a 30-day, 60-day, 90-day or 180-day LIBOR, and margins are adjusted quarterly. As of December 31, 2014, the interest rate was 4.75% on the balance outstanding on the First Lien Credit Facility, based on the 1.0% minimum, plus a 3.75% margin. We pay interest on the Second Lien Credit Facility at the fixed rate of 14.25% per annum effective July 18, 2014. During 2013, we paid interest at a fixed rate of 13.25% per annum. | |||||||||||||
The First Lien Credit Facility and Second Lien Credit Facility contain customary negative covenants, including, but not limited to, restrictions on our and our subsidiaries’ ability to: incur indebtedness; grant liens; pay dividends and make other restricted payments; make investments; make fundamental changes; dispose of assets; and change the nature of our business. The First Lien Credit Facility and Second Lien Credit Facility 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 (as defined in the agreements) against outstanding debt and fixed charges (as defined in the agreements). A capital expenditure ratio must also be maintained. The First Lien Credit Facility and Second Lien Credit Facility currently defines Adjusted EBITDA as net income (loss) plus (a) interest expense, (b) provisions for income taxes, and (c) depreciation and amortization, and further adjusted to eliminate the impact of certain items that are either non-cash items or are not indicative of ongoing operating performance such as (d) extraordinary gains and losses (including non-cash impairment charges), (e) non-cash stock compensation expense, (f) certain acquisition costs, (g) costs related to the Company’s S-1 registration statement in 2014, (h) board and management transition expenses, (i) joint venture net income, unless such net income has actually been received by the Company in the form of cash dividends or distributions. For purposes of our covenants, we also received pro forma credit for gaming tax reductions in Indiana in 2014 and ending with the first quarter of 2015. | |||||||||||||
The First Lien Credit Facility and the Second Lien Credit Facility maximum total leverage ratio and maximum first lien leverage ratio vary according to the applicable time period and the fixed charge coverage ratio remains constant, as indicated in the tables below: | |||||||||||||
First Lien Credit Facility | |||||||||||||
Maximum | Maximum | Minimum | |||||||||||
Total Leverage | First Lien Leverage | Fixed Charge | |||||||||||
Applicable Period | Ratio | Ratio | Coverage Ratio | ||||||||||
June 30, 2014 through and including September 29, 2014 | 4.75 | x | 3.5 | x | 1.1 | x | |||||||
September 30, 2014 through and including December 30, 2014 | 5.5 | x | 3.5 | x | 1.1 | x | |||||||
December 31, 2014 through and including June 29, 2015 | 5.5 | x | 4 | x | 1.1 | x | |||||||
June 30, 2015 through and including September 29, 2015 | 4.75 | x | 3.5 | x | 1.1 | x | |||||||
September 30, 2015 through and including December 30, 2015 | 4.5 | x | 3.25 | x | 1.1 | x | |||||||
December 31, 2015 through and including March 30, 2016 | 4.25 | x | 3 | x | 1.1 | x | |||||||
March 31, 2016 and thereafter | 4.25 | x | 3 | x | 1.1 | x | |||||||
Second Lien Credit Facility | |||||||||||||
Maximum | Maximum | Minimum | |||||||||||
Total Leverage | First Lien Leverage | Fixed Charge | |||||||||||
Applicable Period | Ratio | Ratio | Coverage Ratio | ||||||||||
June 30, 2014 through and including September 29, 2014 | 5 | x | 3.75 | x | 1 | x | |||||||
September 30, 2014 through and including December 30, 2014 | 5.75 | x | 3.75 | x | 1 | x | |||||||
December 31, 2014 through and including March 30, 2015 | 5.75 | x | 4.25 | x | 1 | x | |||||||
March 31, 2015 through and including June 29, 2015 | 5.75 | x | 4.25 | x | 1 | x | |||||||
June 30, 2015 through and including September 29, 2015 | 5 | x | 3.75 | x | 1 | x | |||||||
September 30, 2015 through and including December 30, 2015 | 4.75 | x | 3.5 | x | 1 | x | |||||||
December 31, 2015 through and including March 30, 2016 | 4.5 | x | 3.25 | x | 1 | x | |||||||
March 31, 2016 and thereafter | 4.5 | x | 3.25 | x | 1 | x | |||||||
We were in compliance with our covenants as of December 31, 2014, however, there can be no assurances that we will remain in compliance with all covenants in the future. The First Lien Credit Facility and Second Lien Credit Facility 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; re-purchase 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 Lien Credit Facility or Second Lien Credit Facility 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 Lien Credit Facility and Second Lien Credit Facility lenders. No assurance can be given that we would be successful in obtaining such modifications. | |||||||||||||
Our next scheduled principal payment is due October 1, 2015. Additionally, quarterly payments of $0.25 million are scheduled to begin June 1, 2015 on the construction portion of the term loan. | |||||||||||||
We are required to make prepayments under the First Lien Credit Facility, under certain conditions defined in the agreement, in addition to the scheduled principal installments for any fiscal year ending December 31, 2012 or thereafter. Prepayment penalties will be assessed in the event that prepayments are made on the Second Lien Credit Facility prior to the discharge of the First Lien Credit Facility. | |||||||||||||
Scheduled maturities of long-term debt as of the most recent balance sheet presented are as follows, for the annual periods ended December 31 (in thousands): | |||||||||||||
2015 | $ | 1,337 | |||||||||||
2016 | 39,294 | ||||||||||||
2017 | 20,000 | ||||||||||||
$ | 60,631 |
DERIVATIVE_INSTRUMENTS_AND_HED
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY | 12 Months Ended |
Dec. 31, 2014 | |
Derivative Instruments [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY | 8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY |
In accordance with the terms of the First Lien Credit Facility, we entered into a prepaid interest rate cap agreement with Capital One for a notional amount of $15.0 million at a LIBOR cap rate of 1.5%. The agreement was effective November 2, 2012 and terminated on October 1, 2014. We renewed our 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 terminates on June 29, 2016. Any future settlements resulting from the interest rate cap will be recognized in interest expense during the period in which the change occurs. |
BOARD_AND_EXECUTIVE_TRANSITION
BOARD AND EXECUTIVE TRANSITION COSTS | 12 Months Ended | ||
Dec. 31, 2014 | |||
Board And Executive Transition Costs [Abstract] | |||
BOARD AND EXECUTIVE TRANSITION COSTS | 9. BOARD AND EXECUTIVE TRANSITION COSTS | ||
On October 9, 2014, we received a Preliminary Consent Solicitation Statement (the “Preliminary Solicitation”) from the Shareholder Group to call a special meeting of shareholders for the purpose, among other things, of nominating certain individuals to our board of directors and amending certain of the Company’s by-laws. On October 21, 2014, our board amended Article I, Section 2 of our by-laws. See Exhibit 3.2 for a copy of our amended and restated by-laws effective as of October 21, 2014. On October 22, 2014, our board of directors authorized management to hire an investment bank to explore its alternatives, including the potential sale of the Company. | |||
On October 28, 2014, the Shareholder Group filed a Definitive Consent Solicitation Statement (the “Solicitation”) which had been approved by the Securities and Exchange Commission for distribution. | |||
On November 28, 2014, Full House and the Shareholder Group entered into the Settlement Agreement. In conjunction with such activities, we incurred fees during 2014 of $1.0 million, including $0.2 million as reimbursement for a portion of the Board expenses. | |||
Pursuant to the Settlement Agreement, among other things: | |||
● | The size of our board of directors was increased from five to nine members, creating four vacancies on the board of directors. | ||
● | We accepted the resignation of Andre M. Hilliou and Mark J. Miller as directors, effective November 28, 2014, resulting in two additional vacancies on the board of directors. | ||
● | W.H. Baird Garrett, Raymond Hemmig, Ellis Landau, Daniel R. Lee, Bradley M. Tirpak and Craig W. Thomas (the “Shareholder Group Nominees”) were appointed by the board of directors to fill the six vacancies each subject to normal and customary state licensing requirements. Pursuant to the Amended Settlement Agreement (defined below), Mr. Hemmig subsequently resigned, leaving the current size of the board of directors at eight members. | ||
● | At our 2015 annual meeting of stockholders (the “2015 Annual Meeting”), we will nominate Kenneth R. Adams, Carl G. Braunlich, Kathleen Marshall and each of the Shareholder Group Nominees, with the exception of Mr. Hemmig, to the board of directors. | ||
● | The Shareholder Group has irrevocably withdrawn its Solicitation, and has agreed to immediately cease all efforts related to the Solicitation. | ||
● | Through the end of our 2016 meeting of the stockholders (or an earlier date upon the occurrence of certain events), each member of the Shareholder Group has agreed to certain customary standstill restrictions. | ||
● | The Company and the Shareholder Group agreed to a mutual release of claims, including those arising in respect of, or in connection with, the Solicitation. | ||
● | We agreed to reimburse the Shareholder Group for actual out-of-pocket expenses in the aggregate amount of up to $215,000 incurred in connection with the Solicitation. | ||
Andre M. Hilliou resigned as a director and Chief Executive Officer of the Company effective November 28, 2014. Pursuant to a Separation Agreement entered into between Mr. Hilliou and the Company (the “Hilliou Separation Agreement”), it was agreed that Mr. Hilliou’s employment with the Company would be terminated at a future date, subject to the Company using its best efforts to comply with its covenants under the Company’s existing credit facilities. Mark J. Miller resigned as a director and Chief Operating Officer of the Company effective November 28, 2014. Pursuant to a Separation Agreement entered into between Mr. Miller and the Company (the “Miller Separation Agreement” and together with the Hilliou Separation Agreement, the “Separation Agreements”), it was agreed that Mr. Miller’s employment would be terminated at a future date, subject to the Company using its best efforts to comply with its covenants under the Company’s existing credit facilities. On January 9, 2015 (the “Resignation Date”), in conjunction with the amendment of our existing credit facilities, Mr. Hilliou’s and Mr. Miller’s employment was terminated. Pursuant to the Separation Agreements, (i) all outstanding Company restricted stock held by Messrs. Hilliou and Miller (constituting 60,000 shares of common stock held by each) accelerated and vested in full on the Resignation Date and (ii) in connection with their terminations of employment, Messrs. Hilliou and Miller received cash severance payments of $644,724 and $599,830, respectively, as well as company-paid continued healthcare coverage to the earlier of December 31, 2015 or the date that such executive is covered by another employer’s comparable health plan. | |||
On November 28, 2014, we entered into an Employment Agreement with Mr. Lee pursuant to which Mr. Lee serves as our Chief Executive Officer. |
TERMINATED_PROJECTS_AND_SETTLE
TERMINATED PROJECTS AND SETTLEMENT LOSS | 12 Months Ended |
Dec. 31, 2014 | |
Restructuring and Related Activities [Abstract] | |
TERMINATED PROJECTS AND SETTLEMENT LOSS | 10. TERMINATED PROJECTS AND SETTLEMENT LOSS |
Keeneland Association, Inc. On February 26, 2014, we entered into an exclusivity agreement with Keeneland to own, manage, and operate instant racing and, if authorized, traditional casino gaming at racetracks in Kentucky, subject to completion of definitive documents for each opportunity. On June 12, 2014, we executed an amendment to the exclusivity agreement extending the term to June 30, 2019. On November 17, 2014, we entered into a Termination Agreement with Keeneland to terminate all agreements between us and Keeneland. In connection therewith, Keeneland (i) released and discharged the Company, its officers, directors and employees, agents and any other person or entity that may be responsible for any acts or omissions of the Company and (ii) agreed to indemnify and hold the Company and its officers, directors, agents and employees harmless from any obligations arising under the agreements between us. Keeneland also paid us $200,000 in connection with the termination of the agreements, offsetting a similar earlier payment and fees incurred by the Company. | |
Majestic Star. On March 21, 2014, we entered into a definitive agreement (the “Majestic Star Purchase Agreement”) with The Majestic Star Casino LLC (“Majestic Star”) and Majestic Mississippi, LLC (“Majestic Mississippi”) to acquire from Majestic Star all of the outstanding membership interests of Majestic Mississippi, which operates a casino located in Tunica, Mississippi, commonly known as the Fitz Tunica Casino & Hotel, for a purchase price of $62.0 million, subject to certain closing adjustments. The Company had deposited into escrow an amount of $1.75 million, which was to be credited toward the purchase price at closing. | |
On May 7, 2014 we informed Majestic Star of our financing efforts and our belief that we would not be successful in obtaining financing for the purchase of Majestic Mississippi. On June 23, 2014, we terminated the Majestic Star Purchase Agreement on the basis of our inability to obtain financing for the purchase. On June 25, 2014, Majestic Star notified us that it believed that the Majestic Star Purchase Agreement remained in effect and disputed its termination. Additionally, Majestic Star disputed the release to us of the $1.75 million held in escrow, pursuant to the terms of the Majestic Star Purchase Agreement. | |
On July 28, 2014 Majestic Star notified us that the Majestic Star Purchase Agreement was terminated pursuant to Section 8.1(c) (breach of representation or warranty) or 8.1(d) (failure to obtain a gaming license) and demanded the release of the escrowed funds to Majestic Star. On August 8, 2014, Majestic Star and Majestic Mississippi filed a complaint against the Company in the Circuit Court of Tunica County, Mississippi alleging damages for breaches of the Majestic Star Purchase Agreement by the Company (the “Lawsuit”). On August 21, 2014, Majestic Star, Majestic Mississippi and the Company entered into a settlement agreement to resolve all disputes, including the dismissal with prejudice of the Lawsuit, and mutually released each other and their respective officers, directors, and employees from any claims, demands or actions for damages related thereto. Pursuant to the terms of the settlement agreement, Majestic Star and Majestic Mississippi received $1.7 million of the funds held in escrow and the Company received $50,000. Additionally, Majestic, Majestic Mississippi and the Company agreed that the Majestic Star Purchase Agreement was terminated. | |
On November 25, 2014, the Company reached an agreement with one of its advisors on the Majestic Star transaction. The advisor agreed to reimburse the Company $0.25 million which was included as a reimbursement of fees incurred in conjunction with the advisor’s services to the Company during 2014. | |
We also incurred $0.6 million of registration costs in conjunction with the attempted financing of this purchase, which were included in selling, general and administrative expenses. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
INCOME TAXES | 11. INCOME TAXES | ||||||||||||||||
For the years ended December 31, 2014 and 2013, the income tax provision consists of the following (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current: | Federal | $ | (3,436 | ) | $ | (2,627 | ) | ||||||||||
State | 379 | 289 | |||||||||||||||
(3,057 | ) | (2,338 | ) | ||||||||||||||
Deferred: | Federal | 7,925 | 1,572 | ||||||||||||||
State | 1,119 | 405 | |||||||||||||||
Increase in valuation allowance | (6,975 | ) | -- | ||||||||||||||
2,069 | 1,977 | ||||||||||||||||
$ | (988 | ) | $ | (361 | ) | ||||||||||||
A reconciliation of the income tax provision relative to continuing operations with amounts determined by applying the statutory U.S. Federal income tax rate of 35% to consolidated income before income taxes is as follows (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Percent | Amount | Percent | Amount | ||||||||||||||
Tax provision at U.S. statutory rate | 35 | % | $ | (7,641 | ) | 35 | % | $ | (1,513 | ) | |||||||
State taxes, net of federal benefit | 2.6 | % | (570 | ) | (10.9 | )% | 473 | ||||||||||
Change in valuation allowance | (31.9 | )% | 6,975 | -- | % | -- | |||||||||||
Permanent differences | (0.4 | )% | 92 | (13.2 | )% | 573 | |||||||||||
Credits | -- | % | -- | 1.6 | % | (73 | ) | ||||||||||
Adjustments to beginning deferred balances | (0.2 | )% | 42 | (5.1 | )% | 221 | |||||||||||
Other | (0.6 | )% | 114 | 0.9 | % | (42 | ) | ||||||||||
4.5 | % | $ | (988 | ) | 8.3 | % | $ | (361 | ) | ||||||||
At December 31, 2014 and 2013, our deferred tax assets (liabilities) consist of the following (in thousands): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Deferred compensation | $ | 238 | $ | 537 | |||||||||||||
Depreciation of fixed assets | 91 | -- | |||||||||||||||
Intangible assets and amortization | 7,249 | 3,204 | |||||||||||||||
Accrued expenses | 642 | 427 | |||||||||||||||
Allowance for doubtful accounts | 199 | 188 | |||||||||||||||
Other | 29 | 74 | |||||||||||||||
Valuation allowance | (6,975 | ) | -- | ||||||||||||||
1,473 | 4,430 | ||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||
Depreciation of fixed assets | (455 | ) | (627 | ) | |||||||||||||
Amortization of indefinite lived intangibles | (926 | ) | (1,370 | ) | |||||||||||||
Prepaid expenses | (772 | ) | (1,460 | ) | |||||||||||||
Other | (246 | ) | 169 | ||||||||||||||
(2,399 | ) | (3,288 | ) | ||||||||||||||
$ | (926 | ) | $ | 1,142 | |||||||||||||
The impairment charges recorded in 2014 and 2013 resulted in a significant amount of deferred tax assets. In assessing our ability to realize our 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 consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. We assessed the realizability of deferred tax assets and have concluded that it is less likely that we will be able to recognize certain deferred tax assets. Our assessment evaluated this, plus all other positive and negative evidence in determining the need for a valuation allowance. As a result, a valuation allowance of $7.0 million was recorded against federal and certain state deferred tax assets, which also resulted in a tax rate substantially below statutory rates. As of December 31, 2014, we had $0.9 million 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. | |||||||||||||||||
Our tax returns resulted in tax losses during 2014 and 2013 which we elected to carryback to taxable income earned during 2012 and 2011 in accordance with IRS rules. These carrybacks resulted in income tax receivables of $3.1 million and $2.0 million as of December 31, 2014 and 2013, respectively. The impairment charges and the valuation reserve against deferred tax assets have no effect on the actual taxes paid or owed by the Company. | |||||||||||||||||
When accounting for uncertain tax positions, accounting standards require that tax positions be assessed using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold. It is then measured at the largest amount of benefit that is greater than 50% likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. It is our policy to recognize penalties and interest related to unrecognized tax benefits in the provision for income taxes. Management has made an annual analysis of its state and federal tax returns that remain subject to examination by major authorities (presently consisting of tax years 2011 through 2013) and concluded that we have no recordable liability as of December 31, 2014 or 2013, for unrecognized tax benefits as a result of uncertain tax positions taken. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES | |||||
Operating leases | ||||||
The nature of our operating leases include the following as summarized below: | ||||||
Leased property | Annual rent | Term / Expiration | ||||
Grand Lodge Casino facility | $1.5 million | 7 years/August 2018 | ||||
Land lease of Silver Slipper Casino site | $0.9 million | 54 years/April 2058 | ||||
Additionally, we have less significant operating leases for certain office and warehouse facilities, office equipment, signage and land. | ||||||
The total rent expense for all operating leases for the years ended December 31, 2014 and December 31, 2013 was $2.9 million. | ||||||
Future minimum lease payments are as follows (in thousands): | ||||||
2015 | $ | 2,744 | ||||
2016 | 2,712 | |||||
2017 | 2,709 | |||||
2018 | 2,105 | |||||
2019 | 1,029 | |||||
Thereafter | 35,738 | |||||
$ | 47,037 | |||||
Grand Lodge Casino Lease. We entered into a lease with Hyatt Equities L.L.C. 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 Equities, L.L.C. has an option 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 twelve-month period preceding the acquisition or for such period of time remaining on the lease term, whichever is less, plus the fair market value of the Grand Lodge Casino’s personal property. On April 8, 2013, the Grand Lodge Casino entered into a first amendment to the Grand Lodge Lease (the “Grand Lodge Amendment”). The Grand Lodge Amendment extended the initial term of the Grand Lodge Lease until August 31, 2018 and makes certain other conforming changes. | ||||||
Options to Purchase Silver Slipper Casino Leased Land. Silver Slipper Casino entered into the Land Lease in November 2004, as amended in March 2009, September 2012 and February 2013, which includes approximately 31 acres of marshlands as well as a seven-acre casino parcel, on which the Silver Slipper Casino was subsequently built. The Land Lease includes an exclusive option to purchase the leased land (“Purchase Option”), as well as an option to purchase a four acre portion of the leased land, which may be exercised at any time in conjunction with a hotel development during the term of the Land Lease for $2.0 million. On February 26, 2013, Silver Slipper Casino entered into a third amendment to the Land Lease which amended the term and Purchase Option provisions. The term of the Land Lease is to April 30, 2058, with a Purchase Option through October 1, 2027, but which may only be exercised after February 26, 2019. If there is no change in ownership, the purchase price will be $15.5 million ($13.5 million if the four acre parcel has been previously purchased) plus a retained interest in Silver Slipper Casino operations of 3% of net income. In the event that we sell or transfer substantially all of the assets of our ownership in Silver Slipper Casino, then the purchase price will increase to $17.0 million. | ||||||
Silver Slipper Casino Hotel Construction. On August 26, 2013, the Silver Slipper Casino entered into an agreement with WHD Silver Slipper, LLC, an unrelated third party, for the construction of a six-story, 120-room and nine suite hotel being built between the south side of the casino and the waterfront. We expect costs related to the construction of the hotel to be approximately $20 million, inclusive of capitalized interest. We intend to finance $10.0 million of the construction costs with the proceeds of the term loan under the First Lien Credit Facility as described in Note 7, with the remaining construction and related costs funded from available cash and cash flows. As of December 31, 2014, we had funded cash of $8.2 million in construction costs for the Silver Slipper Casino Hotel, and we anticipate funding an additional $1.5 million in cash during 2015, including capitalized interest. We expect to complete and open the 120 standard rooms in the second quarter of 2015, followed shortly thereafter by the remaining nine suites. | ||||||
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 insurance costs and certain other benefits. As of December 31, 2014, the total of these severance amounts in the event of a change of control and subsequent termination of all such individuals was approximately $3.2 million. | ||||||
In the event the employee is terminated for cause or resigns without good reason, the severance amounts include payments of earned but unpaid salary, reimbursement of expenses, and accrued vacation benefits through the date of termination. Additionally, if employment terminates due to death or disability, the executive may receive benefits under the life and long term disability insurance policies we provide. | ||||||
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 and $0.6 million for 2014 and 2013, respectively, excluding nominal administrative expenses assumed. During 2014, the Company changed its employer contribution rate to 50% up to 4% of compensation for each participating employee, from 100% of the first 3% of compensation, plus 50% of the next 2% of compensation for each participating employee during 2013. | ||||||
Indiana Department of Revenue. During 2014, we received a proposed assessment of $1.6 million, including interest and penalties, from the Indiana Department of Revenue related to unpaid sales and use taxes for periods prior to 2013. The proposed assessment is under protest by the Company and an accrual of $0.25 million has been recorded in the consolidated financial statements, which represents the amount of unpaid sales and use tax we believe is owed. It is possible that a change in this estimated liability could occur in the future. | ||||||
Legal Matters. 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. |
SHAREBASED_BENEFIT_PLANS
SHARE-BASED BENEFIT PLANS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Share-Based Compensation [Abstract] | |||||||||||||||||
SHARE-BASED BENEFIT PLANS | 13. SHARE-BASED BENEFIT PLANS | ||||||||||||||||
Compensation Cost. We recognized stock compensation expense of $0.5 million and $0.6 million for the years ended December 31, 2014 and 2013, respectively. Share-based compensation expense is included in selling, general and administrative expense. Costs associated with accelerating the vesting of shares associated with the termination of Mr. Hilliou’s and Mr. Miller’s employment is included in board and executive transition costs. As of December 31, 2014, there was approximately $0.5 million of total 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 4 years. | |||||||||||||||||
The fair value of the stock option grants was $0.5 million, with a weighted-average value of $1.25 per share, and an amortization period of 4 years. | |||||||||||||||||
Restricted Stock. Restricted stock is valued at the closing price of our stock without discount on the date issuance is approved. On June 1, 2011, our compensation committee approved the issuance of 660,000 shares ($3.88 per share), 600,000 vested on June 1, 2013 with the remaining as follows: 20,001 vested on June 1, 2012; 20,001 vested on June 1, 2013; and 19,998 vested on June 1, 2014. | |||||||||||||||||
On January 15, 2013, our compensation committee approved the issuance of 50,000 additional shares of restricted stock ($3.22 per share) vesting over three years as follows: 16,667 on January 15, 2014; 16,667 on January 15, 2015; and 16,666 on January 15, 2016. | |||||||||||||||||
On June 5, 2013, our compensation committee approved the issuance of 15,000 additional shares of restricted stock ($2.86 per share) vesting over three years as follows: 5,000 on June 1, 2014; 5,000 on June 1, 2015; and 5,000 on June 1, 2016. | |||||||||||||||||
On January 1, 2014, our compensation committee approved the issuance of 120,000 additional shares (60,000 each to Messrs. Hilliou and Miller, respectively) of restricted stock ($2.78 per share) vesting over two years as follows: 60,000 on January 1, 2015 and 60,000 on January 1, 2016. | |||||||||||||||||
As discussed in Note 9, in conjunction with the Settlement Agreement on November 28, 2014, the remaining 163,333 shares of unvested restricted stock vested as of such date. There are 11,000 shares of common stock available for future issuance under the Company’s Amended and Restated 2006 Incentive Compensation Plan (the “2006 Plan”), which expires on January 1, 2016. | |||||||||||||||||
Vesting is contingent upon certain conditions, including continuous service of the individual recipients. Unvested stock grants made in connection with our 2006 Plan are viewed as a series of individual awards and the related share-based compensation expense is amortized into compensation expense on a straight-line basis as services are provided over the vesting period, and reported as a reduction of stockholders’ equity. | |||||||||||||||||
The following table summarizes our restricted stock activity relative to share-based compensation for 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
average | average | ||||||||||||||||
grant date | grant date | ||||||||||||||||
Shares | value (per | Shares | value (per | ||||||||||||||
share) | share) | ||||||||||||||||
Unvested at beginning of year | 84,998 | $ | 3.31 | 639,999 | $ | 3.88 | |||||||||||
Issued | 120,000 | 2.78 | 65,000 | 3.14 | |||||||||||||
Vested | (204,998 | ) | 3 | (620,001 | ) | 3.88 | |||||||||||
Forfeited | -- | -- | -- | -- | |||||||||||||
Unvested at end of year | -- | $ | -- | 84,998 | $ | 3.31 | |||||||||||
Stock Options. On November 28, 2014, the Company entered into an Employment Agreement with Mr. Lee pursuant to which Mr. Lee serves as the Company’s Chief Executive Officer. In connection with entering into the Employment Agreement, we granted Mr. Lee nonqualified stock options, outside of the 2006 Plan, covering 943,834 shares of Company common stock, with a per share exercise price equal to the closing price per share on the grant date. There were insufficient shares available for grant under the 2006 Plan. The stock options qualify as an “employee inducement award” and will vest with respect to 25% of the shares on November 28, 2015, and will continue to vest with respect to an additional 1/48th of the shares on each monthly anniversary thereafter, subject to Mr. Lee’s continued service through the applicable vesting date. The stock options will vest in full on a change in control of the Company. The Company intends to file a registration statement on SEC Form S-8 to register the shares issuable upon exercise of the nonqualified stock options. As of December 31, 2014, all of Mr. Lee’s stock options remain outstanding. There were no stock options granted in the year ended December 31, 2013. | |||||||||||||||||
Upon Mr. Lee’s termination of employment due to death or disability, he (or his estate) will be entitled to accelerated vesting of all outstanding stock options held on the termination date with respect to such number of shares underlying each stock option that would have vested over the one-year period immediately following the termination date had the stock options continued to vest in accordance with its term. If Mr. Lee’s employment is terminated by the Company without “cause” or by Mr. Lee for “good reason” (each, as defined in the Employment Agreement), then Mr. Lee will be entitled to receive full accelerated vesting of all outstanding Company stock options held on the termination dates. | |||||||||||||||||
The following table summarizes information related to our common stock options awarded to Mr. Lee on November 28, 2014, all of which remain unvested as of December 31, 2014: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Stock | Average | ||||||||||||||||
Options | Exercise Price | ||||||||||||||||
Options outstanding at January 1, 2014 | - | - | |||||||||||||||
Granted | 943,834 | $ | 1.25 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Canceled/Forfeited | - | $ | - | ||||||||||||||
Options outstanding at December 31, 2014 | 943,834 | $ | 1.25 | ||||||||||||||
Options exercisable at December 31, 2014 | - | $ | 1.25 | ||||||||||||||
The aggregate intrinsic value of options outstanding was $0.2 million at December 31, 2014, and there was no aggregate intrinsic value of options exercisable at December 31, 2014. The aggregate intrinsic value represents the total pre-tax intrinsic value that would have been realized by the option holders had all option holders exercised their options on the applicable date. The intrinsic value of a stock option is the excess of our closing stock price on that date over the exercise price, multiplied by the number of in-the-money options. | |||||||||||||||||
We estimated the fair value of each stock option award on the grant date using the Black-Scholes valuation model incorporating the assumptions noted in the following table. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate. Option valuation assumptions for options granted during the year ended December 31, 2014 were as follows: | |||||||||||||||||
Vesting commencement date | 28-Nov-15 | ||||||||||||||||
Expected volatility | 60% | ||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||
Expected life (in years) | 3 years | ||||||||||||||||
Weighted average risk free rate | 0.88% |
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
SEGMENT REPORTING | 14. SEGMENT REPORTING | ||||||||||||||||||||||||
The following tables reflect selected information for our reporting segments for the years ended December 31, 2014 and 2013, respectively. The casino operation segments include the Silver Slipper Casino’s operation in Bay St. Louis, Mississippi, Rising Star Casino Resort’s operation in Rising Sun, Indiana, the Grand Lodge Casino’s operation in Incline Village, Nevada and Stockman’s Casino operation in Fallon, Nevada. We have included regional information for segment reporting and aggregated casino operations in the same region. The Development/Management segment includes costs associated with casino development and management projects, including our management contract with the Pueblo of Pojoaque which expired in September 2014. The Corporate segment includes board and executive transition costs, and selling, general and administrative expenses. | |||||||||||||||||||||||||
Selected statement of operations data for 2014 and 2013, respectively, is as follows (in thousands): | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | ||||||||||||||||||||||
Nevada | Casino Resort | Casino | Management | Corporate | Consolidated | ||||||||||||||||||||
Revenues, net | $ | 21,222 | $ | 51,110 | $ | 48,023 | $ | 1,066 | $ | -- | $ | 121,421 | |||||||||||||
Board and executive transition costs | -- | -- | -- | -- | 2,741 | 2,741 | |||||||||||||||||||
Selling, general and administrative expense | 5,697 | 16,677 | 16,661 | -- | 4,907 | 43,942 | |||||||||||||||||||
Depreciation and amortization | 857 | 2,997 | 5,312 | -- | 17 | 9,183 | |||||||||||||||||||
Impairment charges | -- | 11,547 | -- | -- | -- | 11,547 | |||||||||||||||||||
Operating income (loss) | 3,609 | (12,742 | ) | 2,189 | 771 | (7,665 | ) | (13,838 | ) | ||||||||||||||||
Interest expense, net of amounts capitalized | -- | 203 | 12 | -- | 6,057 | 6,272 | |||||||||||||||||||
Net (loss) income | 3,364 | (12,448 | ) | 1,939 | (375 | ) | (13,325 | ) | (20,845 | ) | |||||||||||||||
2013 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | ||||||||||||||||||||||
Nevada | Casino Resort | Casino | Management | Corporate | Consolidated | ||||||||||||||||||||
Revenues, net | $ | 22,273 | $ | 69,147 | $ | 51,629 | $ | 1,678 | $ | -- | $ | 144,727 | |||||||||||||
Selling, general and administrative expense | 6,027 | 20,877 | 18,217 | -- | 5,326 | 50,447 | |||||||||||||||||||
Depreciation and amortization | 748 | 3,032 | 5,595 | -- | 13 | 9,388 | |||||||||||||||||||
Impairment charges | 4,000 | -- | -- | -- | -- | 4,000 | |||||||||||||||||||
Operating income (loss) | 334 | 2,393 | 3,936 | 1,612 | (5,339 | ) | 2,936 | ||||||||||||||||||
Interest expense, net of amounts capitalized | -- | 26 | -- | -- | 7,242 | 7,268 | |||||||||||||||||||
Net income (loss) attributable to Company | 213 | 979 | 2,508 | (348 | ) | (7,314 | ) | (3,962 | ) | ||||||||||||||||
Selected balance sheet data as of December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | Corporate | |||||||||||||||||||||
Nevada | Casino | Casino | Management | Consolidated | |||||||||||||||||||||
Resort | |||||||||||||||||||||||||
Total assets | $ | 12,471 | $ | 39,101 | $ | 76,898 | $ | -- | $ | 12,474 | $ | 140,944 | |||||||||||||
Property, equipment and capital lease, net | 6,656 | 33,801 | 54,548 | -- | 35 | 95,040 | |||||||||||||||||||
Goodwill | 1,809 | -- | 14,671 | -- | -- | 16,480 | |||||||||||||||||||
Liabilities | 1,970 | 11,543 | 4,182 | -- | 65,752 | 83,447 | |||||||||||||||||||
2013 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | ||||||||||||||||||||||
Nevada | Casino | Casino | Management | Corporate | Consolidated | ||||||||||||||||||||
Resort | |||||||||||||||||||||||||
Total assets | $ | 13,838 | $ | 55,523 | $ | 71,662 | $ | 59 | $ | 13,205 | $ | 154,287 | |||||||||||||
Property, equipment and capital lease, net | 7,352 | 36,427 | 47,338 | -- | 51 | 91,168 | |||||||||||||||||||
Goodwill | 1,809 | 1,647 | 14,671 | -- | -- | 18,127 | |||||||||||||||||||
Liabilities | 2,056 | 12,718 | 3,559 | -- | 58,140 | 76,473 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS |
Settlement Agreement Amendment. On January 28, 2015, we entered into that certain First Amendment to Settlement Agreement (the “Amended Settlement Agreement”), which modified portions of the Settlement Agreement by and among the Company and the Shareholder Group. | |
The Settlement Agreement required, among other things, (i) a board of directors consisting of nine members and (ii) that Raymond Hemmig be nominated and elected to the board of directors at the 2015 Annual Meeting. Pursuant to the resignation of Mr. Hemmig, the Company and the Shareholder Group agreed to amend the Settlement Agreement which eliminates the requirement that Mr. Hemmig be nominated and elected to the Board, and acknowledges the reduction in the size of the board of directors from nine to eight directors. Mr. Hemmig did not have any disagreements with the Company. | |
Employment Agreement. On January 30, 2015, we entered into an employment agreement with Lewis Fanger, who will serve as the Company’s Senior Vice President, Chief Financial Officer and Treasurer. In connection with entering into the employment agreement, Mr. Fanger was granted, outside of the 2006 Plan and qualifying as inducement options, nonqualified stock options covering 300,000 shares of Company common stock with a per share exercise price of $1.37, the closing price per share on the grant date. The stock options will vest with respect to 25% of the shares on January 30, 2016 and will continue to vest with respect to an additional 1/48th of the shares on each monthly anniversary thereafter, subject to Mr. Fanger’s continued service through the applicable vesting date. The stock options will vest in full on a change in control of the Company. | |
Tax Elections. On March 13, 2015, we filed an election with the Internal Revenue Service which will result in our subsidiaries, Silver Slipper Casino Venture, LLC and Gaming Entertainment (Nevada), LLC, being taxed as corporations effective January 1, 2015. |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Principles of Consolidation and Accounting | Principles of Consolidation and Accounting. The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Certain prior-period amounts in the consolidated statements of operations and balance sheets have been reclassified to conform to the current period presentation. These reclassifications had no effect on the previously reported income from operations or net loss. | ||||||||
Except when otherwise required by accounting principles generally accepted in the United States of America (U.S. GAAP), we measure all of our assets and liabilities on the historical cost basis of accounting. | |||||||||
Use of Estimates | Use of Estimates. Certain of our accounting policies require that we apply significant judgment in defining the appropriate assumptions for calculating estimates that affect reported amounts and disclosures. By their nature, these judgments are subject to an inherent degree of uncertainty. Significant accounting estimates include valuation of goodwill and impairment of other long-lived assets, allocation of the purchase price associated with our acquisitions, collectability of receivables, the estimated useful lives assigned to our depreciable and amortizable assets, estimated cost of services furnished on a complimentary basis to customers and the estimated liability for unredeemed customer loyalty awards, and income taxes. Our estimates related to the valuation of goodwill and impairment of other long-lived assets could materially change during the next year. | ||||||||
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. | ||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Fair value measurements affect the Company’s accounting and impairment assessments of its long-lived assets, assets acquired and liabilities assumed in an acquisition, and goodwill and other intangible assets. Fair value measurements also affect the Company’s accounting for certain of its financial assets and liabilities. 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; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The carrying value of cash and equivalents, accounts receivable and accounts payable approximate fair value because of the short maturity of those instruments. The estimated fair values of our debt approximate the recorded values as of the balance sheet dates presented, based on Level 2 inputs as defined by U.S. GAAP consisting of interest rates offered to us for loans with similar maturities and risks. We used Level 3 inputs when assessing the fair value of intangible assets (See Note 5) and property and equipment. | ||||||||
Liquidity, Concentrations and Economic Risks and Uncertainties | Liquidity, Concentrations and Economic Risks and Uncertainties. We are economically dependent upon relatively few investments in the gaming industry. The gaming industry in general, including the markets in which we operate, has not fully recovered from the most recent economic recession and, to varying degrees, the continuing economic weakness that has curtailed consumer spending, particularly for gaming and other recreational activities. Accordingly, 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. However, 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 estimate at this time. | |||||||||
Receivables | Receivables. Accounts receivable are uncollateralized and carried, net of an appropriate allowance, at their estimated collectible value based on customers’ past credit history and current financial condition and on current general economic conditions. Since credit is extended on a short-term basis, accounts receivables do not normally bear interest. The allowances for doubtful accounts are estimated by management for accounts that are believed to be partially or entirely uncollectible. Doubtful collection allowances are charged to operations. The majority of our casino accounts receivable consists primarily of returned checks and markers. We review our receivables’ aging and historical collection results to establish factors for estimating the amount of our receivables that will not be collected. | ||||||||
Bad debt expense for accounts receivable totaled $0.3 million and $0.04 million for the years ended December 31, 2014 and 2013 respectively. | |||||||||
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 for book and tax purposes. Costs of normal repairs and maintenance and fixed assets acquired or produced for a cost less than $2,500, our minimum threshold amount for capitalization, are reflected as an expense in our financial statements. | ||||||||
Fixed assets are recorded at historical cost as of the date acquired (Note 3), and depreciated beginning on the date the fixed asset is placed in service. A fixed asset costing less than the threshold stated above is recorded as an expense for financial statement and tax purposes. A fixed asset with an economic useful life that is less than 12 months is expensed for financial statement and tax purposes, regardless of the acquisition or production cost. 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. | |||||||||
The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest expense is capitalized at the applicable weighted-average borrowing rates of interest and added to the project cost. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. | |||||||||
Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the capitalized lease, whichever is appropriate under the circumstances. Our capital lease asset and liabilities are initially measured at the beginning of the lease term at the present value of the minimum lease payments. 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: | |||||||||
Buildings and improvements: | 10 to 39 years | ||||||||
Furniture, fixtures and equipment: | 3 to 10 years | ||||||||
Goodwill and Other Intangibles | Goodwill and Other Intangibles. Goodwill represents the excess of the purchase price of the Silver Slipper Casino, Rising Star Casino Resort and Stockman’s Casino properties over the estimated fair value of their net assets. Our other indefinite-lived intangible assets include trademarks and certain license rights to conduct gaming in certain jurisdictions. Goodwill and indefinite-lived intangible assets are not amortized, but are periodically tested for impairment. We test our goodwill and indefinite-lived intangible assets for impairment annually or when a triggering event occurs and evaluate goodwill and indefinite-lived intangible assets using an income approach to value applying a typical discounted cash flows methodology. During the second quarter of 2014, such indicators existed and an impairment charge was recorded related to the goodwill and gaming license at Rising Star Casino. During 2013, we recorded a similar impairment charge for the goodwill at Stockman’s Casino. See Note 5. | ||||||||
Intangible Assets | Intangible Assets. We estimated the fair value of the Rising Star Casino Resort gaming license using a derivation of the income approach to valuation. The other gaming license values are based on actual costs. | ||||||||
We also periodically review our indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If it is determined that an indefinite-lived intangible asset has a finite useful life, then the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset. | |||||||||
Our finite-lived intangible assets include customer loyalty programs, land leases, water rights and bank loan fee intangibles. 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. We also review our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. | |||||||||
Revenue Recognition and Promotional Allowances | Revenue Recognition and Promotional Allowances. Our revenue recognition policies follow casino resort industry practices. Similarly, associated estimates include primarily the estimated cost of providing customers with complimentary services. Casino revenue is the aggregate net difference between gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots, 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 table below: | |||||||||
Retail Value of Promotional Allowances | |||||||||
For the years ended December 31, | |||||||||
(in thousands) | |||||||||
2014 | 2013 | ||||||||
Rooms | $ | 4,180 | $ | 3,636 | |||||
Food and beverage | 12,315 | 14,733 | |||||||
Other incentives | 1,336 | 1,264 | |||||||
$ | 17,831 | $ | 19,633 | ||||||
Costs of Providing Promotional Allowances | |||||||||
For the years ended December 31, | |||||||||
(in thousands) | |||||||||
2014 | 2013 | ||||||||
Rooms | $ | 3,412 | $ | 3,577 | |||||
Food and beverage | 12,451 | 13,549 | |||||||
Other incentives | 994 | 888 | |||||||
$ | 16,857 | $ | 18,014 | ||||||
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. Total advertising costs were $1.8 million and $2.7 million for the years ended December 31, 2014 and 2013, respectively. | ||||||||
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. 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, the Rising Star Rewards Club™, the Grand Lodge Players Advantage Club® and the 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, 2014 and 2013, our liability for the estimated cost to provide such benefits totaled $1.0 million and $1.2 million, respectively. Such amounts are included in “accrued player club points and progressive jackpots” in our consolidated balance sheets. | ||||||||
Project Development and Acquisition Costs | Project Development and Acquisition Costs. Project development and acquisition costs consist of amounts expended on potential developments and their related costs to execute the acquisition. For the year ended December 31, 2014 these costs included amounts related to the terminated acquisition of Majestic Mississippi, LLC, as described in Note 10, including professional fees, licensing costs and travel expenses. | ||||||||
Share-based Compensation | Share-based Compensation. We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognize that cost over the service period. Share-based compensation expense from stock awards is included in general and administrative expense. Vesting is contingent upon certain conditions, including continuous service of the individual recipients. Unvested stock grants made in connection with our incentive compensation plan are viewed as a series of individual awards and the related share-based compensation expense is amortized into compensation expense on a straight-line basis as services are provided over the vesting period, and reported as a reduction of stockholders’ equity. We use the Black-Scholes valuation model to determine the estimated fair value for each option grant issued. The Black-Scholes-determined fair value, net of estimated forfeitures, is amortized as compensation cost on a straight line basis over the service period. | ||||||||
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 fifty percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | |||||||||
Earnings per Common Share | Earnings per Common Share. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities, including stock options and unvested restricted shares using the treasury stock method. For the year ended December 31, 2014, potentially dilutive stock options excluded from the earnings per share computation, as their effect would be anti-dilutive, totaled 943,834 shares. | ||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||
We have reviewed authoritative standards issued after December 31, 2014 and others not yet effective. As a result, we determined that the new standards are not likely to have any significant impact on our future financial statements. |
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of estimated useful lives | Buildings and improvements: | 10 to 39 years | |||||||
Furniture, fixtures and equipment: | 3 to 10 years | ||||||||
Schedule of estimated cost of providing room, food and beverage and other incentives | Retail Value of Promotional Allowances | ||||||||
For the years ended December 31, | |||||||||
(in thousands) | |||||||||
2014 | 2013 | ||||||||
Rooms | $ | 4,180 | $ | 3,636 | |||||
Food and beverage | 12,315 | 14,733 | |||||||
Other incentives | 1,336 | 1,264 | |||||||
$ | 17,831 | $ | 19,633 | ||||||
Costs of Providing Promotional Allowances | |||||||||
For the years ended December 31, | |||||||||
(in thousands) | |||||||||
2014 | 2013 | ||||||||
Rooms | $ | 3,412 | $ | 3,577 | |||||
Food and beverage | 12,451 | 13,549 | |||||||
Other incentives | 994 | 888 | |||||||
$ | 16,857 | $ | 18,014 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of property and equipment | 2014 | 2013 | |||||||
Land and improvements | $ | 11,670 | $ | 11,670 | |||||
Buildings and improvements | 73,997 | 72,570 | |||||||
Furniture and equipment | 27,951 | 26,943 | |||||||
Construction in progress | 11,264 | 3,081 | |||||||
124,882 | 114,264 | ||||||||
Less accumulated depreciation | (29,842 | ) | (23,096 | ) | |||||
$ | 95,040 | $ | 91,168 | ||||||
Schedule of leased property and equipment | 2014 | 2013 | |||||||
Leased land and improvements | $ | 215 | $ | 215 | |||||
Leased buildings and improvements | 5,787 | 5,787 | |||||||
Leased furniture and equipment | 1,717 | 1,717 | |||||||
7,719 | 7,719 | ||||||||
Less accumulated amortization | (582 | ) | (83 | ) | |||||
$ | 7,137 | $ | 7,636 |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities, Current [Abstract] | |||||||||
Schedule of other accrued expenses | 2014 | 2013 | |||||||
Real estate and personal property taxes | $ | 1,172 | $ | 1,122 | |||||
Gaming taxes | 294 | 252 | |||||||
Other taxes | 495 | 258 | |||||||
Gaming related accruals | 490 | 459 | |||||||
Other | 1,253 | 1,048 | |||||||
$ | 3,704 | $ | 3,139 |
GOODWILL_OTHER_INTANGIBLES_Tab
GOODWILL & OTHER INTANGIBLES (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||
Schedule of goodwill | Year ended December 31, 2014 | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Balance at | Impairments | Balance at | |||||||||||||||||||
beginning of | end of the | ||||||||||||||||||||
the year | year | ||||||||||||||||||||
Stockman’s Casino | $ | 1,809 | $ | -- | $ | 1,809 | |||||||||||||||
Rising Star Casino Resort | 1,647 | (1,647 | ) | -- | |||||||||||||||||
Silver Slipper Casino | 14,671 | -- | 14,671 | ||||||||||||||||||
Goodwill, net of accumulated impairment losses | $ | 18,127 | $ | (1,647 | ) | $ | 16,480 | ||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Balance at | Impairments | Balance at | |||||||||||||||||||
beginning of | end of the | ||||||||||||||||||||
the year | year | ||||||||||||||||||||
Stockman’s Casino | $ | 5,809 | $ | (4,000 | ) | $ | 1,809 | ||||||||||||||
Rising Star Casino Resort | 1,647 | -- | 1,647 | ||||||||||||||||||
Silver Slipper Casino | 14,671 | -- | 14,671 | ||||||||||||||||||
Goodwill, net of accumulated impairment losses | $ | 22,127 | $ | (4,000 | ) | $ | 18,127 | ||||||||||||||
Schedule of other intangible assets, net | 31-Dec-14 | ||||||||||||||||||||
Estimated | Gross | Accumulated | Impairment / | Intangible | |||||||||||||||||
Life | Carrying | Amortization | Write-offs, Net | Assets, Net | |||||||||||||||||
(Years) | Value | ||||||||||||||||||||
Amortizing Intangible Assets: | |||||||||||||||||||||
Player Loyalty Program - Rising Star | 3 | $ | 1,700 | $ | (1,700 | ) | $ | -- | $ | - | |||||||||||
Player Loyalty Program - Silver Slipper | 3 | 5,900 | (4,425 | ) | -- | 1,475 | |||||||||||||||
Land Lease and Water Rights - Silver Slipper | 46 | 1,420 | (70 | ) | -- | 1,350 | |||||||||||||||
Capital One Bank Loan Fees | 3 | 5,049 | (3,241 | ) | -- | 1,808 | |||||||||||||||
ABC Funding, LLC Loan Fees | 5 | 1,428 | (586 | ) | -- | 842 | |||||||||||||||
Non-amortizing Intangible Assets: | |||||||||||||||||||||
Gaming License - Rising Star | Indefinite | 9,900 | -- | (9,900 | ) | -- | |||||||||||||||
Gaming License – Silver Slipper | Indefinite | 105 | -- | (44 | ) | 61 | |||||||||||||||
Gaming Licensing – Northern Nevada | Indefinite | 523 | -- | (67 | ) | 456 | |||||||||||||||
Trademarks | Indefinite | 40 | -- | -- | 40 | ||||||||||||||||
$ | 26,065 | $ | (10,022 | ) | $ | (10,011 | ) | $ | 6,032 | ||||||||||||
Other Intangible Assets Subtotal | $ | 19,588 | $ | (6,195 | ) | $ | (10,011 | ) | $ | 3,382 | |||||||||||
Loan Fees Subtotal | 6,477 | (3,827 | ) | -- | 2,650 | ||||||||||||||||
$ | 26,065 | $ | (10,022 | ) | $ | (10,011 | ) | $ | 6,032 | ||||||||||||
31-Dec-13 | |||||||||||||||||||||
Estimated | Gross | Accumulated | Write-offs, Net | Intangible | |||||||||||||||||
Life | Carrying | Amortization | Assets, Net | ||||||||||||||||||
(Years) | Value | ||||||||||||||||||||
Amortizing Intangible Assets: | |||||||||||||||||||||
Player Loyalty Program - Rising Star | 3 | $ | 1,700 | $ | (1,558 | ) | $ | -- | $ | 142 | |||||||||||
Player Loyalty Program - Silver Slipper | 3 | 5,900 | (2,458 | ) | -- | 3,442 | |||||||||||||||
Land Lease and Water Rights - Silver Slipper | 46 | 1,420 | (39 | ) | -- | 1,381 | |||||||||||||||
Capital One Bank Loan Fees | 3 | 4,887 | (2,019 | ) | -- | 2,868 | |||||||||||||||
ABC Funding, LLC Loan Fees | 4 | 998 | (308 | ) | -- | 690 | |||||||||||||||
Non-amortizing Intangible Assets: | |||||||||||||||||||||
Gaming License - Rising Star | Indefinite | 9,900 | -- | -- | 9,900 | ||||||||||||||||
Gaming License – Silver Slipper | Indefinite | 115 | -- | (10 | ) | 105 | |||||||||||||||
Gaming License – Northern Nevada | Indefinite | 542 | -- | (19 | ) | 523 | |||||||||||||||
Trademarks | Indefinite | 40 | -- | -- | 40 | ||||||||||||||||
$ | 25,502 | $ | (6,382 | ) | $ | (29 | ) | $ | 19,091 | ||||||||||||
Other Intangible Assets Subtotal | $ | 19,617 | $ | (4,055 | ) | $ | (29 | ) | $ | 15,533 | |||||||||||
Loan Fees Subtotal | 5,885 | (2,327 | ) | -- | 3,558 | ||||||||||||||||
$ | 25,502 | $ | (6,382 | ) | $ | (29 | ) | $ | 19,091 | ||||||||||||
CAPITAL_LEASE_OBLIGATION_Table
CAPITAL LEASE OBLIGATION (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases, Capital [Abstract] | |||||
Schedule of future minimum lease payments and the present value of such payments related to the capital lease | 2015 | $ | 853 | ||
2016 | 930 | ||||
2017 | 930 | ||||
2018 | 930 | ||||
2019 | 930 | ||||
Thereafter | 3,568 | ||||
Total minimum lease payments | 8,141 | ||||
Less: amount representing interest | (1,221 | ) | |||
Present value of minimum lease payments | $ | 6,920 |
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Long-Term Debt [Abstract] | |||||||||||||
Schedule of long-term debt, net of current portion | 2014 | 2013 | |||||||||||
Long-term debt, net of current portion: | |||||||||||||
First Term Loan, maturing June 29, 2016, variable interest rate which averaged 4.75% and 5.4% during 2014 and 2013 | $ | 38,631 | $ | 37,500 | |||||||||
Second Term Loan, maturing April 1, 2017, interest rate is fixed at 14.25% per annum | 20,000 | 20,000 | |||||||||||
Revolving Loan, maturing June 29, 2016, variable interest rate which averaged 4.75% in 2014 | 2,000 | -- | |||||||||||
Less current portion | (1,337 | ) | -- | ||||||||||
$ | 59,294 | $ | 57,500 | ||||||||||
Schedule of first and second lien leverage ratio and fixed charge coverage ratio | First Lien Credit Facility | ||||||||||||
Maximum | Maximum | Minimum | |||||||||||
Total Leverage | First Lien Leverage | Fixed Charge | |||||||||||
Applicable Period | Ratio | Ratio | Coverage Ratio | ||||||||||
June 30, 2014 through and including September 29, 2014 | 4.75 | x | 3.5 | x | 1.1 | x | |||||||
September 30, 2014 through and including December 30, 2014 | 5.5 | x | 3.5 | x | 1.1 | x | |||||||
December 31, 2014 through and including June 29, 2015 | 5.5 | x | 4 | x | 1.1 | x | |||||||
June 30, 2015 through and including September 29, 2015 | 4.75 | x | 3.5 | x | 1.1 | x | |||||||
September 30, 2015 through and including December 30, 2015 | 4.5 | x | 3.25 | x | 1.1 | x | |||||||
December 31, 2015 through and including March 30, 2016 | 4.25 | x | 3 | x | 1.1 | x | |||||||
March 31, 2016 and thereafter | 4.25 | x | 3 | x | 1.1 | x | |||||||
Second Lien Credit Facility | |||||||||||||
Maximum | Maximum | Minimum | |||||||||||
Total Leverage | First Lien Leverage | Fixed Charge | |||||||||||
Applicable Period | Ratio | Ratio | Coverage Ratio | ||||||||||
June 30, 2014 through and including September 29, 2014 | 5 | x | 3.75 | x | 1 | x | |||||||
September 30, 2014 through and including December 30, 2014 | 5.75 | x | 3.75 | x | 1 | x | |||||||
December 31, 2014 through and including March 30, 2015 | 5.75 | x | 4.25 | x | 1 | x | |||||||
March 31, 2015 through and including June 29, 2015 | 5.75 | x | 4.25 | x | 1 | x | |||||||
June 30, 2015 through and including September 29, 2015 | 5 | x | 3.75 | x | 1 | x | |||||||
September 30, 2015 through and including December 30, 2015 | 4.75 | x | 3.5 | x | 1 | x | |||||||
December 31, 2015 through and including March 30, 2016 | 4.5 | x | 3.25 | x | 1 | x | |||||||
March 31, 2016 and thereafter | 4.5 | x | 3.25 | x | 1 | x | |||||||
Schedule of maturities of long-term debt | 2015 | $ | 1,337 | ||||||||||
2016 | 39,294 | ||||||||||||
2017 | 20,000 | ||||||||||||
$ | 60,631 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
Schedule of components of income tax provision | 2014 | 2013 | |||||||||||||||
Current: | Federal | $ | (3,436 | ) | $ | (2,627 | ) | ||||||||||
State | 379 | 289 | |||||||||||||||
(3,057 | ) | (2,338 | ) | ||||||||||||||
Deferred: | Federal | 7,925 | 1,572 | ||||||||||||||
State | 1,119 | 405 | |||||||||||||||
Increase in valuation allowance | (6,975 | ) | -- | ||||||||||||||
2,069 | 1,977 | ||||||||||||||||
$ | (988 | ) | $ | (361 | ) | ||||||||||||
Schedule of effective income tax rate reconciliation | 2014 | 2013 | |||||||||||||||
Percent | Amount | Percent | Amount | ||||||||||||||
Tax provision at U.S. statutory rate | 35 | % | $ | (7,641 | ) | 35 | % | $ | (1,513 | ) | |||||||
State taxes, net of federal benefit | 2.6 | % | (570 | ) | (10.9 | )% | 473 | ||||||||||
Change in valuation allowance | (31.9 | )% | 6,975 | -- | % | -- | |||||||||||
Permanent differences | (0.4 | )% | 92 | (13.2 | )% | 573 | |||||||||||
Credits | -- | % | -- | 1.6 | % | (73 | ) | ||||||||||
Adjustments to beginning deferred balances | (0.2 | )% | 42 | (5.1 | )% | 221 | |||||||||||
Other | (0.6 | )% | 114 | 0.9 | % | (42 | ) | ||||||||||
4.5 | % | $ | (988 | ) | 8.3 | % | $ | (361 | ) | ||||||||
Schedule of deferred tax assets and liabilities | 2014 | 2013 | |||||||||||||||
Deferred tax assets: | |||||||||||||||||
Deferred compensation | $ | 238 | $ | 537 | |||||||||||||
Depreciation of fixed assets | 91 | -- | |||||||||||||||
Intangible assets and amortization | 7,249 | 3,204 | |||||||||||||||
Accrued expenses | 642 | 427 | |||||||||||||||
Allowance for doubtful accounts | 199 | 188 | |||||||||||||||
Other | 29 | 74 | |||||||||||||||
Valuation allowance | (6,975 | ) | -- | ||||||||||||||
1,473 | 4,430 | ||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||
Depreciation of fixed assets | (455 | ) | (627 | ) | |||||||||||||
Amortization of indefinite lived intangibles | (926 | ) | (1,370 | ) | |||||||||||||
Prepaid expenses | (772 | ) | (1,460 | ) | |||||||||||||
Other | (246 | ) | 169 | ||||||||||||||
(2,399 | ) | (3,288 | ) | ||||||||||||||
$ | (926 | ) | $ | 1,142 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Schedule of operating leases | Leased property | Annual rent | Term / Expiration | |||
Grand Lodge Casino facility | $1.5 million | 7 years/August 2018 | ||||
Land lease of Silver Slipper Casino site | $0.9 million | 54 years/April 2058 | ||||
Schedule of future minimum lease payments | 2015 | $ | 2,744 | |||
2016 | 2,712 | |||||
2017 | 2,709 | |||||
2018 | 2,105 | |||||
2019 | 1,029 | |||||
Thereafter | 35,738 | |||||
$ | 47,037 |
SHAREBASED_COMPENSATION_PLANS_
SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Share-Based Compensation [Abstract] | |||||||||||||||||
Schedule of restricted stock activity relative to share-based compensation | 2014 | 2013 | |||||||||||||||
Weighted | Weighted | ||||||||||||||||
average | average | ||||||||||||||||
grant date | grant date | ||||||||||||||||
Shares | value (per | Shares | value (per | ||||||||||||||
share) | share) | ||||||||||||||||
Unvested at beginning of year | 84,998 | $ | 3.31 | 639,999 | $ | 3.88 | |||||||||||
Issued | 120,000 | 2.78 | 65,000 | 3.14 | |||||||||||||
Vested | (204,998 | ) | 3 | (620,001 | ) | 3.88 | |||||||||||
Forfeited | -- | -- | -- | -- | |||||||||||||
Unvested at end of year | -- | $ | -- | 84,998 | $ | 3.31 | |||||||||||
Schedule of unvested common stock options | Number | Weighted | |||||||||||||||
of Stock | Average | ||||||||||||||||
Options | Exercise Price | ||||||||||||||||
Options outstanding at January 1, 2014 | - | - | |||||||||||||||
Granted | 943,834 | $ | 1.25 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Canceled/Forfeited | - | $ | - | ||||||||||||||
Options outstanding at December 31, 2014 | 943,834 | $ | 1.25 | ||||||||||||||
Options exercisable at December 31, 2014 | - | $ | 1.25 | ||||||||||||||
Schedule of option valuation assumptions | Vesting commencement date | 28-Nov-15 | |||||||||||||||
Expected volatility | 60% | ||||||||||||||||
Expected dividend yield | 0% | ||||||||||||||||
Expected life (in years) | 3 years | ||||||||||||||||
Weighted average risk free rate | 0.88% |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||
Schedule of selected statement of operations data | 2014 | ||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | ||||||||||||||||||||||
Nevada | Casino Resort | Casino | Management | Corporate | Consolidated | ||||||||||||||||||||
Revenues, net | $ | 21,222 | $ | 51,110 | $ | 48,023 | $ | 1,066 | $ | -- | $ | 121,421 | |||||||||||||
Board and executive transition costs | -- | -- | -- | -- | 2,741 | 2,741 | |||||||||||||||||||
Selling, general and administrative expense | 5,697 | 16,677 | 16,661 | -- | 4,907 | 43,942 | |||||||||||||||||||
Depreciation and amortization | 857 | 2,997 | 5,312 | -- | 17 | 9,183 | |||||||||||||||||||
Impairment charges | -- | 11,547 | -- | -- | -- | 11,547 | |||||||||||||||||||
Operating income (loss) | 3,609 | (12,742 | ) | 2,189 | 771 | (7,665 | ) | (13,838 | ) | ||||||||||||||||
Interest expense, net of amounts capitalized | -- | 203 | 12 | -- | 6,057 | 6,272 | |||||||||||||||||||
Net (loss) income | 3,364 | (12,448 | ) | 1,939 | (375 | ) | (13,325 | ) | (20,845 | ) | |||||||||||||||
2013 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | ||||||||||||||||||||||
Nevada | Casino Resort | Casino | Management | Corporate | Consolidated | ||||||||||||||||||||
Revenues, net | $ | 22,273 | $ | 69,147 | $ | 51,629 | $ | 1,678 | $ | -- | $ | 144,727 | |||||||||||||
Selling, general and administrative expense | 6,027 | 20,877 | 18,217 | -- | 5,326 | 50,447 | |||||||||||||||||||
Depreciation and amortization | 748 | 3,032 | 5,595 | -- | 13 | 9,388 | |||||||||||||||||||
Impairment charges | 4,000 | -- | -- | -- | -- | 4,000 | |||||||||||||||||||
Operating income (loss) | 334 | 2,393 | 3,936 | 1,612 | (5,339 | ) | 2,936 | ||||||||||||||||||
Interest expense, net of amounts capitalized | -- | 26 | -- | -- | 7,242 | 7,268 | |||||||||||||||||||
Net income (loss) attributable to Company | 213 | 979 | 2,508 | (348 | ) | (7,314 | ) | (3,962 | ) | ||||||||||||||||
Selected balance sheet data as of December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | Corporate | |||||||||||||||||||||
Nevada | Casino | Casino | Management | Consolidated | |||||||||||||||||||||
Resort | |||||||||||||||||||||||||
Total assets | $ | 12,471 | $ | 39,101 | $ | 76,898 | $ | -- | $ | 12,474 | $ | 140,944 | |||||||||||||
Property, equipment and capital lease, net | 6,656 | 33,801 | 54,548 | -- | 35 | 95,040 | |||||||||||||||||||
Goodwill | 1,809 | -- | 14,671 | -- | -- | 16,480 | |||||||||||||||||||
Liabilities | 1,970 | 11,543 | 4,182 | -- | 65,752 | 83,447 | |||||||||||||||||||
2013 | |||||||||||||||||||||||||
Casino Operations | |||||||||||||||||||||||||
Northern | Rising Star | Silver Slipper | Development/ | ||||||||||||||||||||||
Nevada | Casino | Casino | Management | Corporate | Consolidated | ||||||||||||||||||||
Resort | |||||||||||||||||||||||||
Total assets | $ | 13,838 | $ | 55,523 | $ | 71,662 | $ | 59 | $ | 13,205 | $ | 154,287 | |||||||||||||
Property, equipment and capital lease, net | 7,352 | 36,427 | 47,338 | -- | 51 | 91,168 | |||||||||||||||||||
Goodwill | 1,809 | 1,647 | 14,671 | -- | -- | 18,127 | |||||||||||||||||||
Liabilities | 2,056 | 12,718 | 3,559 | -- | 58,140 | 76,473 |
ORGANIZATION_NATURE_AND_HISTOR
ORGANIZATION, NATURE AND HISTORY OF OPERATIONS (Detail Textuals) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Percentage of ownership interest in joint venture | 50.00% |
Rising Star Casino Resort | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Termof capital lease | 10 years |
BASIS_OF_PRESENTATION_AND_SUMM3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 to 39 years |
Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 to 10 years |
BASIS_OF_PRESENTATION_AND_SUMM4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated cost of providing room, food and beverage and other incentives (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Rooms | $713 | $656 |
Food and beverage | 8,315 | 7,847 |
Other incentives | 1,283 | 1,583 |
Total of casino expenses | 56,867 | 67,779 |
Retail Value of Promotional Allowances | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Rooms | 4,180 | 3,636 |
Food and beverage | 12,315 | 14,733 |
Other incentives | 1,336 | 1,264 |
Total of casino expenses | 17,831 | 19,633 |
Costs of Providing Promotional Allowances | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Rooms | 3,412 | 3,577 |
Food and beverage | 12,451 | 13,549 |
Other incentives | 994 | 888 |
Total of casino expenses | $16,857 | $18,014 |
BASIS_OF_PRESENTATION_AND_SUMM5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ||
Bad debt expense for accounts receivable | $0.30 | $0.04 |
Property and equipment criteria description | 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 for book and tax purposes. Costs of normal repairs and maintenance and fixed assets acquired or produced for a cost less than $2,500, our minimum threshold amount for capitalization, are reflected as an expense in our financial statements. | |
Advertising costs included in selling, generaland administrative expenses | 1.8 | 2.7 |
Liability for estimated cost of benefits included in accrued player club points and progressive jackpots | $1 | $1.20 |
Potentially dilutive stock options | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Potentially dilutive stock options excluded from the earnings per share computation | 943,834 |
PROPERTY_AND_EQUIPMENT_Propert
PROPERTY AND EQUIPMENT - Property and equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $124,882 | $114,264 |
Less accumulated depreciation | -29,842 | -23,096 |
Property and equipment, net of accumulated depreciation | 95,040 | 91,168 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,670 | 11,670 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 73,997 | 72,570 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,951 | 26,943 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $11,264 | $3,081 |
PROPERTY_AND_EQUIPMENT_Leased_
PROPERTY AND EQUIPMENT - Leased property and equipment (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | $7,719 | $7,719 |
Less accumulated amortization | -582 | -83 |
Leased property and equipment net | 7,137 | 7,636 |
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 | $1,717 | $1,717 |
PROPERTY_AND_EQUIPMENT_Detail_
PROPERTY AND EQUIPMENT (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Capitalized interest | $400,000 | $30,000 |
Loss on disposal | -372,000 | -24,000 |
Rising Star | ||
Property, Plant and Equipment [Line Items] | ||
Loss on disposal | 400,000 | |
Construction in progress | Silver Slipper Casino | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized interest | $400,000 | $30,000 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ||
Real estate and personal property taxes | $1,172 | $1,122 |
Gaming taxes | 294 | 252 |
Other taxes | 495 | 258 |
Gaming related accruals | 490 | 459 |
Other | 1,253 | 1,048 |
Accrued liabilities Total | $3,704 | $3,139 |
GOODWILL_OTHER_INTANGIBLES_Det
GOODWILL & OTHER INTANGIBLES (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Balance at beginning of the year | $18,127 | $22,127 |
Impairments | -1,647 | -4,000 |
Balance at end of the year | 16,480 | 18,127 |
Stockman's Casino | ||
Goodwill [Roll Forward] | ||
Balance at beginning of the year | 1,809 | 5,809 |
Impairments | -4,000 | |
Balance at end of the year | 1,809 | 1,809 |
Rising Star Casino Resort | ||
Goodwill [Roll Forward] | ||
Balance at beginning of the year | 1,647 | 1,647 |
Impairments | -1,647 | |
Balance at end of the year | 1,647 | |
Silver Slipper Casino | ||
Goodwill [Roll Forward] | ||
Balance at beginning of the year | 14,671 | 14,671 |
Impairments | ||
Balance at end of the year | $14,671 | $14,671 |
GOODWILL_OTHER_INTANGIBLES_Oth
GOODWILL & OTHER INTANGIBLES - Other Intangible Assets (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Amortizing Intangible assets: | ||
Accumulated amortization | ($6,195) | ($4,055) |
Intangible Asset, Net | 3,382 | 15,533 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Intangible Assets, Gross Carrying Value | 26,065 | 25,502 |
Intangible Assets, Accumulated Amortization | -10,022 | -6,382 |
Intangible Assets, Cumulative Expense/(Disposals) | -10,011 | -29 |
Intangible Asset, Net | 6,032 | 19,091 |
Other Intangible assets subtotal, Gross Carrying Value | 19,588 | 19,617 |
Other Intangible assets subtotal, Accumulated Amortization | -6,195 | -4,055 |
Other Intangible assets subtotal, Cumulative Expense/(Disposals) | -10,011 | -29 |
Other Intangible assets subtotal | 3,382 | 15,533 |
Loan Fees, Gross Carrying Value | 6,477 | 5,885 |
Accumulated Amortization | -3,827 | -2,327 |
Loan fees, Cumulative Expense / (Disposals) | ||
Loan Fees subtotal | 2,650 | 3,558 |
Intangible Assets, Gross Carrying Value | 26,065 | 25,502 |
Intangible Assets, Accumulated Amortization | -10,022 | -6,382 |
Intangible Assets, Cumulative Expense/(Disposals) | -10,011 | -29 |
Intangible Asset, Net | 6,032 | 19,091 |
Gaming License | Northern Nevada | ||
Non-amortizing intangible assets: | ||
Estimated Life (years) | Indefinite | Indefinite |
Gross Carrying Value | 523 | 542 |
Impairment / Write-offs, Net | -67 | -19 |
Intangible Asset, Net | 456 | 523 |
Gaming License | Rising Star | ||
Non-amortizing intangible assets: | ||
Estimated Life (years) | Indefinite | Indefinite |
Gross Carrying Value | 9,900 | 9,900 |
Impairment / Write-offs, Net | -9,900 | |
Intangible Asset, Net | 9,900 | |
Gaming License | Silver Slipper Casino | ||
Non-amortizing intangible assets: | ||
Estimated Life (years) | Indefinite | Indefinite |
Gross Carrying Value | 105 | 115 |
Impairment / Write-offs, Net | -44 | -10 |
Intangible Asset, Net | 61 | 105 |
Trademarks | ||
Non-amortizing intangible assets: | ||
Estimated Life (years) | Indefinite | Indefinite |
Gross Carrying Value | 40 | 40 |
Impairment / Write-offs, Net | ||
Intangible Asset, Net | 40 | 40 |
Customer Loyalty Programs | Rising Star | ||
Amortizing Intangible assets: | ||
Estimated Life (years) | 3 years | 3 years |
Gross Carrying Value | 1,700 | 1,700 |
Accumulated amortization | -1,700 | -1,558 |
Intangible Asset, Net | 142 | |
Customer Loyalty Programs | Silver Slipper Casino | ||
Amortizing Intangible assets: | ||
Estimated Life (years) | 3 years | 3 years |
Gross Carrying Value | 5,900 | 5,900 |
Accumulated amortization | -4,425 | -2,458 |
Intangible Asset, Net | 1,475 | 3,442 |
Land Lease and Water Rights | Silver Slipper Casino | ||
Amortizing Intangible assets: | ||
Estimated Life (years) | 46 years | 46 years |
Gross Carrying Value | 1,420 | 1,420 |
Accumulated amortization | -70 | -39 |
Intangible Asset, Net | 1,350 | 1,381 |
Loan Fees | Capital One Bank | ||
Amortizing Intangible assets: | ||
Estimated Life (years) | 3 years | 3 years |
Gross Carrying Value | 5,049 | 4,887 |
Accumulated amortization | -3,241 | -2,019 |
Intangible Asset, Net | 1,808 | 2,868 |
Loan Fees | ABC Funding LLC | ||
Amortizing Intangible assets: | ||
Estimated Life (years) | 5 years | 4 years |
Gross Carrying Value | 1,428 | 998 |
Accumulated amortization | -586 | -308 |
Intangible Asset, Net | $842 | $690 |
GOODWILL_OTHER_INTANGIBLES_Det1
GOODWILL & OTHER INTANGIBLES (Detail Textuals) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Other Intangibles [Line Items] | |||
Goodwill impairment | $1,647,000 | $4,000,000 | |
Growth rate | 1.00% | ||
Discount rate | 11.20% | ||
Goodwill | 16,480,000 | 18,127,000 | 22,127,000 |
Stockman's Casino | |||
Goodwill and Other Intangibles [Line Items] | |||
Goodwill impairment | 4,000,000 | ||
Goodwill | 1,809,000 | 1,809,000 | 5,809,000 |
Rising Star Casino Resort | |||
Goodwill and Other Intangibles [Line Items] | |||
Goodwill impairment | 1,647,000 | ||
Gaming license impairment / write-off | 9,900,000 | 100,000 | |
Goodwill | 1,647,000 | 1,647,000 | |
Silver Slipper Casino | |||
Goodwill and Other Intangibles [Line Items] | |||
Goodwill impairment | |||
Goodwill | $14,671,000 | $14,671,000 | $14,671,000 |
GOODWILL_OTHER_INTANGIBLES_Cus
GOODWILL & OTHER INTANGIBLES - Customer Loyalty Programs (Detail Textuals 1) (Customer Loyalty Programs, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Rising Star Casino Resort's | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | $1,700 | $1,700 |
Estimated Life (years) | 3 years | 3 years |
Silver Slipper Casino's | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | $5,900 | $5,900 |
Estimated Life (years) | 3 years | 3 years |
GOODWILL_OTHER_INTANGIBLES_Lan
GOODWILL & OTHER INTANGIBLES - Land Lease and Water Rights (Details Textuals 2) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2004 |
acre | |||
Protected Marshland | |||
Goodwill and Other Intangibles [Line Items] | |||
Area of land ("Land Lease") | 31 | ||
Casino parcel | |||
Goodwill and Other Intangibles [Line Items] | |||
Area of land ("Land Lease") | 7 | ||
Silver Slipper Casino Venture, LLC | |||
Goodwill and Other Intangibles [Line Items] | |||
Area of land ("Land Lease") | 38 | ||
Silver Slipper Casino Venture, LLC | Land Lease and Water Rights | |||
Goodwill and Other Intangibles [Line Items] | |||
Estimated Life (years) | 46 years | 46 years | |
Silver Slipper Casino Venture, LLC | Cure Land Company, LLC | Land Lease and Water Rights | |||
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 | ||
Estimated Life (years) | 46 years |
GOODWILL_OTHER_INTANGIBLES_Loa
GOODWILL & OTHER INTANGIBLES - Loan Fees (Detail Textuals 3) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2012 | Jul. 18, 2014 | Aug. 26, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of loan fees | $1,500,000 | $1,831,000 | |||
First Lien Credit Agreement | Capital One Bank | Term Loan | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amount of loan fees incurred for credit agreements | 4,700,000 | ||||
First And Second Lien Credit Agreement | 3rd Amendment | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Additional loan fees | 300,000 | ||||
First And Second Lien Credit Agreement | 2nd Amendment | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Additional loan fees | 200,000 | ||||
First And Second Lien Credit Agreement | 1st Amendment | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Additional loan fees | 200,000 | ||||
ABC Funding LLC | Second Lien Credit Agreement | Term Loan | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amount of loan fees incurred for credit agreements | 1,000,000 | ||||
Silver Slipper Casino | First And Second Lien Credit Agreement | Capital One Bank & ABC Funding, LLC | Term Loan | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Credit facility, amount borrowed for funding under acquisition | $50,000,000 |
GOODWILL_OTHER_INTANGIBLES_Gam
GOODWILL & OTHER INTANGIBLES - Gaming License (Detail Textuals 4) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Rising Star | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gaming license impairment / write-off | $9.90 | $0.10 |
Gaming License | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Expense related to write-off of license | 10.2 | |
Gaming License | Rising Star | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Costs for a new license | $9.90 |
GOODWILL_OTHER_INTANGIBLES_Cur
GOODWILL & OTHER INTANGIBLES - Current & Future Amortization (Detail Textuals 5) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $3.60 | $4.40 |
2015 | 3.1 | |
2016 | 1.1 | |
2017 | 0.2 | |
2018 | 0.03 | |
2019 | 0.03 | |
Thereafter | $1.20 |
CAPITAL_LEASE_OBLIGATION_Futur
CAPITAL LEASE OBLIGATION - Future minimum lease payments and present value (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases, Capital [Abstract] | |
2015 | $853 |
2016 | 930 |
2017 | 930 |
2018 | 930 |
2019 | 930 |
Thereafter | 3,568 |
Total minimum lease payments | 8,141 |
Less: amount representing interest | -1,221 |
Present value of minimum lease payments | $6,920 |
CAPITAL_LEASE_OBLIGATION_Detai
CAPITAL LEASE OBLIGATION (Detail Textuals) (USD $) | 0 Months Ended | 12 Months Ended | |
Nov. 15, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Capital Leased Assets [Line Items] | |||
Current portion of capital lease obligation | $690,000 | $736,000 | |
Capital lease obligation, net of current portion | 6,230,000 | 6,983,000 | |
Rising Star Casino Resort | Rising Sun/Ohio County First, Inc | |||
Capital Leased Assets [Line Items] | |||
Term of agreement | 10 years | ||
Option price at lease maturity | 1 | ||
Fixed monthly rent payment beginning on January 1, 2014 | $77,500 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Less current portion | ($1,337) | |
Long-term debt, net of current portion | 59,294 | 57,500 |
Term loan agreement maturing on June 29, 2016 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 38,631 | 37,500 |
Second Term Loan, maturing April 1, 2017 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 20,000 | 20,000 |
Revolving Loan, maturing June 29, 2016 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $2,000 |
LONGTERM_DEBT_Parentheticals_D
LONG-TERM DEBT ( Parentheticals) (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Term loan agreement maturing on June 29, 2016 | ||
Debt Instrument [Line Items] | ||
Interest rate during quarter and year end | 4.75% | 5.40% |
Second Term Loan, maturing April 1, 2017 | ||
Debt Instrument [Line Items] | ||
Fixed rate percentage | 14.25% | |
Revolving Loan, maturing June 29, 2016 | ||
Debt Instrument [Line Items] | ||
Interest rate during quarter and year end | 4.75% |
LONGTERM_DEBT_Scheduled_maturi
LONG-TERM DEBT - Scheduled maturities of long-term debt (Details 1) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long-Term Debt [Abstract] | |
2015 | $1,337 |
2016 | 39,294 |
2017 | 20,000 |
Total | $60,631 |
LONGTERM_DEBT_Details_2
LONG-TERM DEBT (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
First Lien Credit Agreement | Minimum | June 30, 2014 through and including September 29, 2014 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Minimum | September 30, 2014 through and including December 30, 2014 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Minimum | December 31, 2014 through and including June 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Minimum | June 30, 2015 through and including September 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Minimum | September 30, 2015 through and including December 30, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Minimum | December 31, 2015 through and including March 30, 2016 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Minimum | March 31, 2016 and thereafter | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.10x |
First Lien Credit Agreement | Maximum | June 30, 2014 through and including September 29, 2014 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.75x |
First lien leverage ratio | 3.50x |
First Lien Credit Agreement | Maximum | September 30, 2014 through and including December 30, 2014 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.50x |
First lien leverage ratio | 3.50x |
First Lien Credit Agreement | Maximum | December 31, 2014 through and including June 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.50x |
First lien leverage ratio | 4.00x |
First Lien Credit Agreement | Maximum | June 30, 2015 through and including September 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.75x |
First lien leverage ratio | 3.50x |
First Lien Credit Agreement | Maximum | September 30, 2015 through and including December 30, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.50x |
First lien leverage ratio | 3.25x |
First Lien Credit Agreement | Maximum | December 31, 2015 through and including March 30, 2016 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.25x |
First lien leverage ratio | 3.00x |
First Lien Credit Agreement | Maximum | March 31, 2016 and thereafter | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.25x |
First lien leverage ratio | 3.00x |
Second Lien Credit Agreement | Minimum | June 30, 2014 through and including September 29, 2014 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | September 30, 2014 through and including December 30, 2014 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | December 31, 2014 through and including March 30, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | March 31, 2015 through and including June 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | June 30, 2015 through and including September 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | September 30, 2015 through and including December 30, 2015 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | December 31, 2015 through and including March 30, 2016 | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Minimum | March 31, 2016 and thereafter | |
Line Of Credit Facility [Line Items] | |
Fixed charge coverage ratios | 1.00x |
Second Lien Credit Agreement | Maximum | June 30, 2014 through and including September 29, 2014 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.00x |
First lien leverage ratio | 3.75x |
Second Lien Credit Agreement | Maximum | September 30, 2014 through and including December 30, 2014 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.75x |
First lien leverage ratio | 3.75x |
Second Lien Credit Agreement | Maximum | December 31, 2014 through and including March 30, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.75x |
First lien leverage ratio | 4.25x |
Second Lien Credit Agreement | Maximum | March 31, 2015 through and including June 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.75x |
First lien leverage ratio | 4.25x |
Second Lien Credit Agreement | Maximum | June 30, 2015 through and including September 29, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 5.00x |
First lien leverage ratio | 3.75x |
Second Lien Credit Agreement | Maximum | September 30, 2015 through and including December 30, 2015 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.75x |
First lien leverage ratio | 3.50x |
Second Lien Credit Agreement | Maximum | December 31, 2015 through and including March 30, 2016 | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.50x |
First lien leverage ratio | 3.25x |
Second Lien Credit Agreement | Maximum | March 31, 2016 and thereafter | |
Line Of Credit Facility [Line Items] | |
Total leverage ratio | 4.50x |
First lien leverage ratio | 3.25x |
LONGTERM_DEBT_First_and_Second
LONG-TERM DEBT - First and Second Lien Credit Agreements (Detail Textuals) (USD $) | 12 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Oct. 01, 2012 | Dec. 31, 2013 | Mar. 24, 2014 | Aug. 26, 2013 | Jun. 30, 2014 | Jun. 29, 2012 | Jul. 18, 2014 | |
Line of Credit Facility [Line Items] | ||||||||
Cash and equivalents | 15,639,000 | $14,936,000 | ||||||
First Lien Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest Rate Description | We have elected to pay interest on the First Lien Credit Facility based on the greater of the elected London Interbank Offered Rate (“LIBOR”) rate or 1.0%, plus a margin rate. LIBOR rate elections can be made based on a 30-day, 60-day, 90-day or 180-day LIBOR, and margins are adjusted quarterly. | |||||||
Interest rate during period | 4.75% | |||||||
Applicable margin rate | 3.75% | |||||||
First Lien Credit Agreement | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
Credit facility, borrowed amount | 2,000,000 | |||||||
Amount of revolving loan remains undrawn and available | 3,000,000 | |||||||
First Lien Credit Agreement | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Credit facility, borrowed amount | 1,100,000 | |||||||
Amount of revolving loan remains undrawn and available | 8,900,000 | |||||||
Cash funded for remaining construction | 8,200,000 | |||||||
Aggregate construction cost inclusive of capitalized interest | 20,000,000 | |||||||
Anticipated additional funding in cash | 1,500,000 | |||||||
First Lien Credit Agreement | Term Loan | 1st Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 56,300,000 | |||||||
Borrowing capacity increased to term loan portion | 10,000,000 | |||||||
Decrease in stated percentage of interest rate | 1.00% | |||||||
Credit facility undrawn and available to fund portion of construction of Silver Slipper property | 10,000,000 | |||||||
First Lien Credit Agreement | Term Loan | 2nd Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
First Lien Credit Agreement | Term Loan | 3rd Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
First Lien Credit Agreement | Capital One Bank | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
First Lien Credit Agreement | Capital One Bank | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Second Lien Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fixed rate percentage | 13.25% | |||||||
Second Lien Credit Agreement | ABC Funding LLC | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | 20,000,000 | |||||||
Second Lien Credit Agreement | ABC Funding LLC | Term Loan | 2nd Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Fixed rate percentage | 14.25% | |||||||
First And Second Lien Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Purchase price of business acquisition | 69,300,000 | |||||||
Cash and equivalents | 6,400,000 | |||||||
Working capital | 2,900,000 | |||||||
First And Second Lien Credit Agreement | Term Loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Quarterly payments scheduled for principal amount | 250,000 |
DERIVATIVE_INSTRUMENTS_AND_HED1
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY (Detail Textuals) (Interest rate swap agreement, First Lien Credit Agreement, Capital One Bank, USD $) | Oct. 01, 2014 | Nov. 02, 2012 |
In Millions, unless otherwise specified | ||
Interest rate swap agreement | First Lien Credit Agreement | Capital One Bank | ||
Derivative [Line Items] | ||
Derivative liability, notional amount | $14.75 | $15 |
Percentage of prepaid interest rate | 1.50% | 1.50% |
BOARD_AND_EXECUTIVE_TRANSITION1
BOARD AND EXECUTIVE TRANSITION COSTS (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | |
Nov. 28, 2014 | Dec. 31, 2014 | Jan. 09, 2015 | |
Board And Executive Transition Costs [Line Items] | |||
Reimbursement of expenses in connection with solicitation | $215,000 | ||
Mr. Hilliou | |||
Board And Executive Transition Costs [Line Items] | |||
Payments for severance cost | 644,724 | ||
Mr. Miller | |||
Board And Executive Transition Costs [Line Items] | |||
Payments for severance cost | 599,830 | ||
Settlement agreement | |||
Board And Executive Transition Costs [Line Items] | |||
Fees related to board and executive transition | 1,000,000 | ||
Reimbursement of board expenses | $200,000 | ||
Existing number of directors | 5 | ||
Increased number of directors | 9 | ||
Number of vacancies on board of directors | 4 | ||
Number of vacancies on board of directors after resignation | 2 | ||
New number of appointment to fill vacancies on board | 6 | ||
Current size of board of directors | 8 | ||
Separation agreement | Restricted Stock | Subsequent Event | Mr. Hilliou | |||
Board And Executive Transition Costs [Line Items] | |||
Number of restricted stock outstanding | 60,000 | ||
Separation agreement | Restricted Stock | Subsequent Event | Mr. Miller | |||
Board And Executive Transition Costs [Line Items] | |||
Number of restricted stock outstanding | 60,000 |
TERMINATED_PROJECTS_AND_SETTLE1
TERMINATED PROJECTS AND SETTLEMENT LOSS (Detail Textuals) (USD $) | 1 Months Ended | |||||
Feb. 26, 2014 | Nov. 25, 2014 | Aug. 21, 2014 | Jun. 25, 2014 | Mar. 21, 2014 | Mar. 24, 2014 | |
Keeneland Association, Inc | Contract Termination | ||||||
Terminated Projects And Settlement Loss [Line Items] | ||||||
Receipt of funds related to termination of agreements | $200,000 | |||||
Star Casino Llc | Majestic Star Purchase Agreement | ||||||
Terminated Projects And Settlement Loss [Line Items] | ||||||
Purchase price of acquisition | 62,000,000 | |||||
Escrow deposit | 1,750,000 | |||||
Amount release from escrow deposit | 1,750,000 | |||||
Funds held in escrow account received | 1,700,000 | |||||
Funds received on termination of agreement | 50,000 | |||||
Reimbursement of fees | 250,000 | |||||
Registration costs | $600,000 |
INCOME_TAXES_Income_tax_provis
INCOME TAXES - Income tax provision (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current: | ||
Federal | ($3,436) | ($2,627) |
State | 379 | 289 |
Total current income tax | -3,057 | -2,338 |
Deferred: | ||
Federal | 7,925 | 1,572 |
State | 1,119 | 405 |
Increase in valuation allowance | -6,975 | |
Total deferred income tax | 2,069 | 1,977 |
Total income tax provision, amount | ($988) | ($361) |
INCOME_TAXES_Reconciliation_of
INCOME TAXES - Reconciliation of income tax provision relative to continuing operations (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Tax provision at U.S. statutory rate, percent | 35.00% | 35.00% |
Tax provision at U.S. statutory rate, amount | ($7,641) | ($1,513) |
State taxes, net of federal benefit, percent | 2.60% | -10.90% |
State taxes, net of federal benefit, amount | -570 | 473 |
Change in valuation allowance, percent | -31.90% | |
Change in valuation allowance, amount | 6,975 | |
Permanent differences, percent | -0.40% | -13.20% |
Permanent differences, amount | 92 | 573 |
Credits, percent | 1.60% | |
Credits, amount | -73 | |
Adjustments to beginning deferred balances, percent | -0.20% | -5.10% |
Adjustments to beginning deferred balances, amount | 42 | 221 |
Other, percent | -0.60% | 0.90% |
Other, amount | 114 | -42 |
Total income tax provision, percent | 4.50% | 8.30% |
Total income tax provision, amount | ($988) | ($361) |
INCOME_TAXES_Deferred_tax_asse
INCOME TAXES - Deferred tax assets (liabilities) (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Deferred compensation | $238 | $537 |
Depreciation of fixed assets | 91 | |
Intangible assets and amortization | 7,249 | 3,204 |
Accrued expenses | 642 | 427 |
Allowance for doubtful accounts | 199 | 188 |
Other | 29 | 74 |
Valuation allowance | -6,975 | |
Total deferred tax assets | 1,473 | 4,430 |
Deferred tax liabilities: | ||
Depreciation of fixed assets | -455 | -627 |
Amortization of indefinite lived intangibles | -926 | -1,370 |
Prepaid expenses | -772 | -1,460 |
Other | -246 | 169 |
Total deferred tax liabilities | -2,399 | -3,288 |
Total deferred tax assets (liabilities) | ($926) | $1,142 |
INCOME_TAXES_Detail_Textuals
INCOME TAXES (Detail Textuals) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
U.S. Federal income tax rate | 35.00% | 35.00% |
Valuation allowance | $6,975 | |
Deferred tax liabilities relating to goodwill and other indefinite-lived intangibles | 926 | 1,370 |
Income tax receivable | $3,095 | $1,970 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES - Summary of operating leases (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Grand Lodge Casino facility | |
Commitments and Contingencies [Line Items] | |
Annual rent | $1.50 |
Term | 7 years |
Expiration | Aug-18 |
Land lease of Silver Slipper Casino site | |
Commitments and Contingencies [Line Items] | |
Annual rent | $0.90 |
Term | 54 years |
Expiration | Apr-58 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future minimum lease payments (Details 1) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $2,744 |
2016 | 2,712 |
2017 | 2,709 |
2018 | 2,105 |
2019 | 1,029 |
Thereafter | 35,738 |
Operating leases, future minimum payments due | $47,037 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Land Lease buyout (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 26, 2013 | Nov. 30, 2004 |
acre | acre | |||
Commitments and Contingencies [Line Items] | ||||
Rent expenses of operating lease | $2.90 | $2.90 | ||
Silver Slipper Casino Venture, LLC | ||||
Commitments and Contingencies [Line Items] | ||||
Area of land of Parcel Purchase Option | 38 | |||
Land Lease Agreement | Silver Slipper Casino Venture, LLC | ||||
Commitments and Contingencies [Line Items] | ||||
Exercise price of '4 Acre Parcel Puchase Option' | 2 | |||
Area of land of Parcel Purchase Option | 4 | |||
Purchase price of "Purchase Option" of land leases | 15.5 | |||
Purchase price of land if four acre parcel previously purchased | 13.5 | |||
Reduction in exercise price if both the options exercised | 2 | |||
Retained interest in percentages of net income | 3.00% | |||
Description related land leases | The Land Lease includes an exclusive option to purchase the leased land ("Purchase Option"), as well as an option to purchase a four acre portion of the leased land, which may be exercised at any time in conjunction with a hotel development during the term of the Land Lease for $2.0 million. On February 26, 2013, Silver Slipper Casino entered into a third amendment to the Land Lease which amended the term and Purchase Option provisions. The term of the Land Lease is to April 30, 2058, with a Purchase Option through October 1, 2027, but which may only be exercised after February 26, 2019. If there is no change in ownership, the purchase price will be $15.5 million ($13.5 million if the four acre parcel has been previously purchased) plus a retained interest in Silver Slipper Casino operations of 3% of net income. In the event that we sell or transfer substantially all of the assets of our ownership in Silver Slipper Casino, then the purchase price will increase to $17.0 million. | |||
Purchase options condition | If there is no change in ownership, the purchase price will be $15.5 million ($13.5 million if the four acre parcel has been previously purchased) plus a retained interest in Silver Slipper Casino operations of 3% of net income. In the event that we sell or transfer substantially all of the assets of our ownership in Silver Slipper Casino, then the purchase price will increase to $17.0 million. | |||
New purchase price if change in ownership of Silver Slipper | $17 |
COMMITMENTS_AND_CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Detail Textuals 1) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Aug. 26, 2013 | Dec. 31, 2013 |
Commitments and Contingencies [Line Items] | |||
Proposed assessment including interest and penalties | $1.60 | ||
Accrued contigent liability | 0.25 | ||
Construction Agreement | Silver Slipper Casino | |||
Commitments and Contingencies [Line Items] | |||
Construction cost funded | 8.2 | ||
Anticipated additional funding in cash | 1.5 | ||
Construction Agreement | Term Loan | Silver Slipper Casino | |||
Commitments and Contingencies [Line Items] | |||
Aggregate construction cost inclusive of capitalized interest | 20 | ||
First Lien Credit Agreement | Term Loan | Silver Slipper Casino | |||
Commitments and Contingencies [Line Items] | |||
Credit facility undrawn and available to fund portion of construction of Silver Slipper property | 10 | ||
Defined Contribution Pension | |||
Commitments and Contingencies [Line Items] | |||
Matching contributions and certain other benefits | 0.3 | 0.6 | |
Percentage of annual contributions per employee | 4.00% | 3.00% | |
Percentage of employer contribution | 50.00% | 100.00% | |
Percentage of additional annual contributions per employee | 2.00% | ||
Percentage of additional employer matching contribution | 50.00% | ||
Employment Agreement | |||
Commitments and Contingencies [Line Items] | |||
Severance costs | $3.20 |
SHAREBASED_BENEFIT_PLANS_Summa
SHARE-BASED BENEFIT PLANS - Summarization of restricted stock activity (Details) (Restricted Stock, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock | ||
Shares | ||
Unvested at beginning of year | 84,998 | 639,999 |
Issued | 120,000 | 65,000 |
Vested | -204,998 | -620,001 |
Forfeited | ||
Unvested at end of year | 84,998 | |
Weighted average grant date value (per share) | ||
Unvested at beginning of year | $3.31 | $3.88 |
Issued | $2.78 | $3.14 |
Vested | $3 | $3.88 |
Forfeited | ||
Unvested at end of year | $3.31 |
SHAREBASED_BENEFIT_PLANS_Summa1
SHARE-BASED BENEFIT PLANS - Summarizes information related to our common stock options (Details 1) (Stock options, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Weighted Average Exercise Price | |
Granted | $1.25 |
Mr. Lee | |
Number of Stock Options | |
Options outstanding at January 1, 2014 | |
Granted | 943,834 |
Exercised | |
Canceled/Forfeited | |
Options outstanding at December 31, 2014 | 943,834 |
Options exercisable at December 31, 2014 | |
Weighted Average Exercise Price | |
Options outstanding at January 1, 2014 | |
Granted | $1.25 |
Exercised | |
Canceled/Forfeited | |
Options outstanding at December 31, 2014 | $1.25 |
Options exercisable at December 31, 2014 | $1.25 |
SHAREBASED_BENEFIT_PLANS_Optio
SHARE-BASED BENEFIT PLANS - Option valuation assumptions for options granted (Details 2) (Stock options) | 12 Months Ended |
Dec. 31, 2014 | |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting commencement date | 28-Nov-15 |
Expected volatility | 60.00% |
Expected dividend yield | 0.00% |
Expected life (in years) | 3 years |
Weighted average risk free rate | 0.88% |
SHAREBASED_BENEFIT_PLANS_Detai
SHARE-BASED BENEFIT PLANS (Detail Textuals) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | Jun. 05, 2013 | Jan. 15, 2013 | Jun. 01, 2011 | Nov. 28, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock compensation expense | $0.50 | $0.60 | |||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of shares of restricted stock | 660,000 | ||||||
Issuance of additional shares of restricted stock | 120,000 | 15,000 | 50,000 | ||||
Opening price of restricted stock (in dollars per share) | $2.78 | ||||||
Closing price of restricted stock (in dollars per share) | $2.86 | $3.22 | $3.88 | ||||
Vesting period of remaining shares | 2 years | 3 years | 3 years | 3 years | |||
Majority of the shares vested | -204,998 | -620,001 | |||||
Restricted Stock | Settlement agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Majority of the shares vested | 163,333 | ||||||
Restricted Stock | June 1, 2012 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 20,001 | ||||||
Restricted Stock | June 1, 2013 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Majority of the shares vested | 600,000 | ||||||
Number of remaining shares to be vested in year (in shares) | 20,001 | ||||||
Restricted Stock | June 1, 2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 5,000 | 19,998 | |||||
Restricted Stock | January 15, 2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 16,667 | ||||||
Restricted Stock | January 15, 2015 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 16,667 | ||||||
Restricted Stock | January 15, 2016 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 16,666 | ||||||
Restricted Stock | June 1, 2015 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 5,000 | ||||||
Restricted Stock | June 1, 2016 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 5,000 | ||||||
Restricted Stock | January 1, 2015 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 60,000 | ||||||
Restricted Stock | January 1, 2016 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of remaining shares to be vested in year (in shares) | 60,000 | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost | 0.5 | ||||||
Weighted-average period of unrecognized compensation cost expected to be recognized | 4 years | ||||||
Fair value of the stock option grants | $0.50 | ||||||
Weighted average value per share of stock option grants | $1.25 | ||||||
Amortization period of stock option grants | 4 years | ||||||
Common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for future issuance | 11,000 |
SHAREBASED_BENEFIT_PLANS_Detai1
SHARE-BASED BENEFIT PLANS (Detail Textuals 1) (Stock options, USD $) | 12 Months Ended | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Nov. 28, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate intrinsic value of options outstanding | $0.20 | |
Method used for estimating fair value of options | Black-Scholes valuation model | |
Mr. Lee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of stock options granted | 943,834 | |
Employment Agreement | Mr. Lee | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of stock options granted | 943,834 | |
Vesting percentage of stock options | 25.00% | |
Vesting date of stock options | 28-Nov-15 | |
Description of award vesting rights | Continue to vest with respect to an additional 1/48th of the shares on each monthly anniversary thereafter, subject to Mr. Lee's continued service through the applicable vesting date. |
SEGMENT_REPORTING_Selected_sta
SEGMENT REPORTING - Selected statement of operations data (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||
Revenues | $121,421 | $144,727 |
Board and executive transition costs | 2,741 | |
Selling, general and administrative expense | 43,942 | 50,447 |
Depreciation and amortization | 9,183 | 9,388 |
Impairment charges | 11,547 | 4,000 |
Operating income (loss) | -13,838 | 2,936 |
Interest expense, net of amounts capitalized | 6,272 | 7,268 |
Net (loss) income attributable to Company | -20,845 | -3,962 |
Casino Operations | Rising Star Casino Resort | ||
Segment Reporting Information [Line Items] | ||
Revenues | 51,110 | 69,147 |
Board and executive transition costs | ||
Selling, general and administrative expense | 16,677 | 20,877 |
Depreciation and amortization | 2,997 | 3,032 |
Impairment charges | 11,547 | |
Operating income (loss) | -12,742 | 2,393 |
Interest expense, net of amounts capitalized | 203 | 26 |
Net (loss) income attributable to Company | -12,448 | 979 |
Casino Operations | Silver Slipper Casino | ||
Segment Reporting Information [Line Items] | ||
Revenues | 48,023 | 51,629 |
Board and executive transition costs | ||
Selling, general and administrative expense | 16,661 | 18,217 |
Depreciation and amortization | 5,312 | 5,595 |
Impairment charges | ||
Operating income (loss) | 2,189 | 3,936 |
Interest expense, net of amounts capitalized | 12 | |
Net (loss) income attributable to Company | 1,939 | 2,508 |
Casino Operations | Northern Nevada | ||
Segment Reporting Information [Line Items] | ||
Revenues | 21,222 | 22,273 |
Board and executive transition costs | ||
Selling, general and administrative expense | 5,697 | 6,027 |
Depreciation and amortization | 857 | 748 |
Impairment charges | 4,000 | |
Operating income (loss) | 3,609 | 334 |
Interest expense, net of amounts capitalized | ||
Net (loss) income attributable to Company | 3,364 | 213 |
Development / Management | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,066 | 1,678 |
Board and executive transition costs | ||
Selling, general and administrative expense | ||
Depreciation and amortization | ||
Impairment charges | ||
Operating income (loss) | 771 | 1,612 |
Interest expense, net of amounts capitalized | ||
Net (loss) income attributable to Company | -375 | -348 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Board and executive transition costs | 2,741 | |
Selling, general and administrative expense | 4,907 | 5,326 |
Depreciation and amortization | 17 | 13 |
Impairment charges | ||
Operating income (loss) | -7,665 | -5,339 |
Interest expense, net of amounts capitalized | 6,057 | 7,242 |
Net (loss) income attributable to Company | ($13,325) | ($7,314) |
SEGMENT_REPORTING_Selected_bal
SEGMENT REPORTING - Selected balance sheet data (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | |||
Total assets | $140,944 | $154,287 | |
Property, equipment and capital lease, net | 95,040 | 91,168 | |
Goodwill | 16,480 | 18,127 | 22,127 |
Liabilities | 83,447 | 76,473 | |
Rising Star Casino Resort | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 1,647 | 1,647 | |
Silver Slipper Casino | |||
Segment Reporting Information [Line Items] | |||
Goodwill | 14,671 | 14,671 | 14,671 |
Casino Operations | Rising Star Casino Resort | |||
Segment Reporting Information [Line Items] | |||
Total assets | 39,101 | 55,523 | |
Property, equipment and capital lease, net | 33,801 | 36,427 | |
Goodwill | 1,647 | ||
Liabilities | 11,543 | 12,718 | |
Casino Operations | Silver Slipper Casino | |||
Segment Reporting Information [Line Items] | |||
Total assets | 76,898 | 71,662 | |
Property, equipment and capital lease, net | 54,548 | 47,338 | |
Goodwill | 14,671 | 14,671 | |
Liabilities | 4,182 | 3,559 | |
Casino Operations | Northern Nevada | |||
Segment Reporting Information [Line Items] | |||
Total assets | 12,471 | 13,838 | |
Property, equipment and capital lease, net | 6,656 | 7,352 | |
Goodwill | 1,809 | 1,809 | |
Liabilities | 1,970 | 2,056 | |
Development / Management | |||
Segment Reporting Information [Line Items] | |||
Total assets | 59 | ||
Property, equipment and capital lease, net | |||
Goodwill | |||
Liabilities | |||
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total assets | 12,474 | 13,205 | |
Property, equipment and capital lease, net | 35 | 51 | |
Goodwill | |||
Liabilities | $65,752 | $58,140 |
SUBSEQUENT_EVENTS_Detail_Textu
SUBSEQUENT EVENTS (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended |
Nov. 28, 2014 | Dec. 31, 2014 | Jan. 30, 2015 | |
Director | |||
Settlement agreement | |||
Subsequent Event [Line Items] | |||
Increased number of directors | 9 | ||
Current size of board of directors | 8 | ||
Nonqualified stock options | |||
Subsequent Event [Line Items] | |||
Weighted average value per share of stock option grants | $1.25 | ||
Subsequent Event | Employment Agreement | Lewis Fanger | Nonqualified stock options | |||
Subsequent Event [Line Items] | |||
Number of stock options granted | 300,000 | ||
Weighted average value per share of stock option grants | $1.37 | ||
Vesting percentage of stock options | 25.00% | ||
Vesting date of stock options | 28-Nov-15 | ||
Description of award vesting rights | Continue to vest with respect to an additional 1/48th of the shares subject to the stock option on each monthly anniversary thereafter |