Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FULL HOUSE RESORTS INC | ||
Entity Central Index Key | 891,482 | ||
Trading Symbol | fll | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 22,970,926 | ||
Entity Public Float | $ 49 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Casino | $ 144,495 | $ 131,584 |
Food and beverage | 32,471 | 28,797 |
Hotel | 8,863 | 8,637 |
Other operations | 4,444 | 4,394 |
Gross revenues | 190,273 | 173,412 |
Less promotional allowances | (29,006) | (27,420) |
Net revenues | 161,267 | 145,992 |
Operating expenses | ||
Casino | 76,305 | 68,127 |
Food and beverage | 12,528 | 9,804 |
Hotel | 1,084 | 969 |
Other operations | 1,923 | 1,561 |
Project development and acquisition costs | 284 | 1,314 |
Selling, general and administrative | 53,472 | 49,756 |
Depreciation and amortization | 8,602 | 7,928 |
Loss on disposal of assets and other, net | 12 | 344 |
Total operating costs and expenses | 154,210 | 139,803 |
Operating income | 7,057 | 6,189 |
Other expense, net | ||
Interest expense, net of amounts capitalized | (10,856) | (9,486) |
Debt modification costs | 0 | (624) |
Adjustment to fair value of stock warrants | (1,379) | (543) |
Non-operating expense | (12,235) | (10,653) |
Loss before income taxes | (5,178) | (4,464) |
Income tax (benefit) expense | (150) | 630 |
Net Income (loss) | $ (5,028) | $ (5,094) |
Basic and diluted loss per share (in dollars per share) | $ (0.22) | $ (0.26) |
Basic and diluted weighted average number of common shares outstanding (in shares) | 22,882,960 | 19,601,842 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and equivalents | $ 19,910 | $ 27,038 |
Accounts receivable, net of allowance for doubtful collection of $103 and $53 | 1,760 | 1,909 |
Inventories | 1,692 | 1,329 |
Prepaid expenses | 2,849 | 2,809 |
Total current assets | 26,211 | 33,085 |
Other long-term assets | ||
Property and equipment, net | 114,058 | 111,465 |
Goodwill | 21,286 | 21,286 |
Other intangible assets, net | 10,936 | 10,966 |
Deposits | 994 | 404 |
Total other long-term assets | 147,274 | 144,121 |
Total assets | 173,485 | 177,206 |
Current liabilities | ||
Accounts payable | 5,182 | 4,910 |
Accrued payroll and related | 3,115 | 3,126 |
Other accrued expenses | 8,846 | 7,996 |
Current portion of long-term debt | 1,000 | 1,688 |
Current portion of capital lease obligation | 421 | 419 |
Total current liabilities | 18,564 | 18,139 |
Common stock warrant liability and other long-term obligations | 2,689 | 1,117 |
Long-term debt, net of current portion | 93,566 | 94,246 |
Capital lease obligation, net of current portion | 4,861 | 5,318 |
Deferred tax liability | 1,757 | 1,907 |
Total liabilities | 121,437 | 120,727 |
Commitments and contingencies (Notes 8 and 10) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 24,294,084 and 24,221,558 shares issued; 22,937,489 and 22,864,963 shares outstanding | 2 | 2 |
Additional paid-in capital | 51,868 | 51,271 |
Treasury stock, 1,356,595 common shares | (1,654) | (1,654) |
Retained earnings | 1,832 | 6,860 |
Total stockholders' equity | 52,048 | 56,479 |
Total liabilities and stockholders' equity | $ 173,485 | $ 177,206 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 103 | $ 53 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 24,294,084 | 24,221,558 |
Common stock, shares outstanding (in shares) | 22,937,489 | 22,864,963 |
Treasury stock, common shares (in shares) | 1,356,595 | 1,356,595 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings |
Beginning balances at Dec. 31, 2015 | $ 56,523 | $ 2 | $ 46,221 | $ (1,654) | $ 11,954 |
Beginning balances (in shares) at Dec. 31, 2015 | 20,326 | 1,357 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of issuance costs | 4,641 | 4,641 | |||
Issuances of common stock, net of issuance costs (in shares) | 3,846 | ||||
Share-based compensation | 409 | 409 | |||
Share-based compensation (in shares) | 49 | ||||
Net loss | (5,094) | (5,094) | |||
Ending balances at Dec. 31, 2016 | 56,479 | $ 2 | 51,271 | $ (1,654) | 6,860 |
Ending balances (in shares) at Dec. 31, 2016 | 24,221 | 1,357 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 597 | 597 | |||
Share-based compensation (in shares) | 73 | ||||
Net loss | (5,028) | (5,028) | |||
Ending balances at Dec. 31, 2017 | $ 52,048 | $ 2 | $ 51,868 | $ (1,654) | $ 1,832 |
Ending balances (in shares) at Dec. 31, 2017 | 24,294 | 1,357 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (5,028) | $ (5,094) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 8,602 | 7,928 |
Amortization of debt issuance costs and warrants | 882 | 1,088 |
Change in fair value of stock warrants | 1,379 | 543 |
(Gain) loss on disposals and other | (1) | 567 |
Share-based compensation | 525 | 409 |
Share-based compensation | ||
Accounts receivable | 149 | (445) |
Inventories and prepaid expenses | (403) | (5) |
Deferred taxes | (150) | 631 |
Accounts payable and accrued expenses | 1,188 | 2,298 |
Net cash provided by operating activities | 7,143 | 7,920 |
Cash flows from investing activities: | ||
Acquisition of Bronco Billy's, net of cash acquired | 0 | (28,369) |
Purchase of property and equipment | (11,070) | (3,496) |
Restricted cash | 0 | 569 |
Proceeds from repayment of tribal advance | 0 | 250 |
Refunded acquisition deposit and other, net | (141) | 2,536 |
Net cash used in investing activities | (11,211) | (28,510) |
Cash flows from financing activities: | ||
First Term Loan repayments | (2,249) | (2,688) |
Revolving Loan repayments | 0 | (2,000) |
Second Term Loan borrowings | 0 | 35,000 |
Repayment of long-term debt on capital lease obligation | (455) | (433) |
Deferred financing costs | (429) | (1,466) |
Proceeds from issuance of common stock, net of issuance costs | 0 | 4,641 |
Proceeds from exercise of stock options | 73 | 0 |
Net cash (used in) provided by financing activities | (3,060) | 33,054 |
Net (decrease) increase in cash and equivalents | (7,128) | 12,464 |
Cash and equivalents, beginning of year | 27,038 | 14,574 |
Cash and equivalents, end of year | 19,910 | 27,038 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest, net of amounts capitalized | 9,909 | 8,187 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued capital expenditures | 1,435 | 1,367 |
Issuance of common stock warrants | $ 0 | $ 574 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | ORGANIZATION Formed as a Delaware corporation in 1987, Full House Resorts, Inc. owns, leases, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. References in this document to "Full House", the “Company”, “we”, “our,” or “us” refer to Full House Resorts, Inc. and its subsidiaries, except where stated or the context otherwise indicates. We currently operate five casinos; four are part of real estate that we own or lease and one is located within a hotel owned by a third party. The following table identifies the properties along with their dates of acquisition and locations: Property Acquisition Date Location Silver Slipper Casino and Hotel 2012 Hancock County, MS (near New Orleans) Bronco Billy's Casino and Hotel 2016 Cripple Creek, CO (near Colorado Springs) Rising Star Casino Resort 2011 Rising Sun, IN (near Cincinnati) Stockman’s Casino 2007 Fallon, NV (one hour east of Reno) Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino) 2011 Incline Village, NV (North Shore of Lake Tahoe) We manage our casinos based on geographic regions within the United States. See Note 14 for further information. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Accounting. The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Except when otherwise required by accounting principles generally accepted in the United States of America ("GAAP"), we measure all of our assets and liabilities on the historical cost basis of accounting. Use of Estimates. The consolidated financial statements have been prepared in conformity with GAAP. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect our accounting for net assets acquired in acquisition transactions and certain financial assets and liabilities, such as our common stock warrant liability. Fair value measurements are also used in our periodic assessments of long-lived tangible and intangible assets for possible impairment, including for property and equipment, goodwill, and other intangible assets. Fair value is defined as the expected 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. GAAP categorizes the inputs used for fair value into a three-level hierarchy. “Level 1” inputs are most readily observable, such as quoted prices in an active market for identical assets or liabilities; “Level 2” inputs, such as observable inputs for similar assets in less active markets; and “Level 3” inputs, which are unobservable and may include metrics that market participants would use to estimate values, such as revenue and earnings multiples and relative rates of return. 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. Inventories. Inventories consist primarily of food, beverage and retail items, and are stated at the lower of cost or net realizable value. Costs are determined using the first-in, first-out and the weighted average methods. Accounts Receivable. Accounts receivable consist primarily of casino, hotel and other receivables, are typically non-interest bearing, and are carried net of an appropriate collection allowance to approximate fair value. Allowances for doubtful accounts are estimated based on specific review of customer accounts including the customers' willingness and ability to pay and nature of any collateral, if any, as well as historical collection experience and current economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received. Property and Equipment. Property and equipment are stated at cost and are capitalized and depreciated while normal repairs and maintenance are charged to expense. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in operating expenses, effectively as adjustments to depreciation estimates. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, whichever is appropriate under the circumstances. We determine the estimated useful lives based on our experience with similar assets, estimated usage of the asset, and industry practice. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively. Depreciation and amortization is provided over the following estimated useful lives: Land improvements 15 to 18 years Buildings and improvements 3 to 44 years Furniture, fixtures and equipment 2 to 10 years Leases. We lease certain property and equipment used in our operations under long-term operating leases some of which include scheduled increases in minimum rents. These operating lease payments are recognized as rent expense with scheduled rent increases recognized on a straight-line basis over the initial lease term. Some of our property and equipment is held under capital leases. These assets are included in property and equipment and amortized over the term of the lease. We do not report rent expense for capital leases. Rather, rental payments under the lease are recognized as a reduction of the capital lease obligation and interest expense. Goodwill and Indefinite-lived Intangible Assets. Goodwill represents the excess of the purchase price of Bronco Billy's Casino and Hotel, Silver Slipper Casino and Hotel, Rising Star Casino Resort and Stockman’s Casino over the estimated fair value of their net tangible and other intangible assets on the acquisition date, net of subsequent impairment charges. Our other indefinite-lived intangible assets primarily include certain license rights to conduct gaming in certain jurisdictions and trade names. Goodwill and other indefinite-lived intangible assets are not amortized, but are periodically tested for impairment and the appropriateness of remaining estimated useful lives. These tests for impairment are performed annually during the fourth quarter or when a triggering event occurs. Finite-lived Intangible Assets. Our finite-lived intangible assets include customer loyalty programs, land lease acquisition costs and water rights. Finite-lived intangible assets are amortized over the shorter of their contractual or economic lives. We periodically evaluate the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization and the possible need for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Debt Issuance Costs and Debt Discounts. Debt issuance costs and debt discounts incurred in connection with the issuance of debt have been included as a component of the carrying amount of debt and are amortized over the contractual term of the debt to interest expense using the effective interest method. When our existing debt agreements are modified, we amortize such costs to interest expense using the effective interest method over the terms of the modified debt agreement. Revenue Recognition and Promotional Allowances. Casino revenue is the aggregate net difference between gaming wins and losses, with certain liabilities recognized including progressive jackpots, earned customer-loyalty incentives, funds deposited by customers before gaming play occurs and for chips and tokens in the customers’ possession. 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 liabilities 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. Revenues are recognized net of certain sales incentives and, accordingly, cash incentives for gambling activity such as cash back and free play have 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 revenues and then deducted as promotional allowances to arrive at net revenues. The estimated costs of providing these promotional allowances are primarily included in casino operating expenses. The amounts in promotional allowances and the estimated cost of such promotional allowances are noted in the tables below: Retail Value of Promotional Allowances (In thousands) Year Ended December 31, 2017 2016 Food and beverage $ 20,602 $ 18,872 Rooms 7,177 7,090 Other incentives 1,227 1,458 $ 29,006 $ 27,420 Costs of Providing Promotional Allowances (In thousands) Year Ended December 31, 2017 2016 Food and beverage $ 20,462 $ 17,324 Rooms 4,584 4,426 Other incentives 855 975 $ 25,901 $ 22,725 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 $3.7 million and $3.4 million for the years ended December 31, 2017 and 2016, respectively. Customer Loyalty Programs. We have customer loyalty programs at each of our properties – the Silver Slipper Casino Players Club, Bronco Billy’s MVP “Most Valuable Players” Club, Rising Star Rewards Club™, Grand Lodge Players Advantage Club® and Stockman’s Winner’s Club. Under these programs, customers earn points based on their volume of wagering that may be redeemed for various benefits, such as free play, cash back, complimentary dining, or hotel stays, among others, depending on each property’s specific offers. Unredeemed points are forfeited if the customer becomes and remains inactive for a specified period of time. At December 31, 2017 and 2016, our liability for the estimated cost to provide such benefits totaled $1.3 million . Such amounts are included in “other accrued expenses" on the consolidated balance sheets. Project Development and Acquisition Costs . Project development and acquisition costs consist of amounts expended on the pursuit of new business opportunities and acquisitions, which are expensed as incurred. During 2017, these costs were associated with potential projects in Indiana. During 2016, these costs were related to both the acquisition of Bronco Billy's and potential projects in Indiana. Share-based Compensation. Share-based compensation costs are measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company's stock on the grant date for other share-based awards. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award) net of forfeitures, which are recognized as they occur. 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. Effective January 1, 2017, the Company adopted Accounting Standards Update ("ASU") No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” (“ASU 2015-17”) issued by the Financial Accounting Standards Board. This update requires that deferred tax liabilities and assets, along with any related valuation allowance, be classified as non-current in a classified statement of financial position. The update allows for retrospective application. Accordingly, as of December 31, 2016, we reclassified the current portion of deferred tax assets of $42,000 and the current portion of deferred tax liabilities of $723,000 , to non-current deferred tax liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities. We assess our tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Earnings (loss) per share. Earnings (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, including stock options and warrants, using the treasury stock method. For the years ended December 31, 2017 and 2016, we recorded a net loss. Accordingly, all potentially dilutive securities, totaling 3,497,842 and 3,064,518 shares, were excluded from the loss per share computation, as their effect would be anti-dilutive. Other reclassifications. Certain minor reclassifications have been made to 2016 amounts to conform to the current-period presentation. Such reclassifications had no effect on the previously reported net loss or retained earnings. Recently Issued Accounting Pronouncements Not Yet Adopted. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 has been amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which the FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively. The effective date for the amended ASU 2014-09 is for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. ASU 2014-09 outlines a new, single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including gaming industry specific guidance. ASU 2014-09 also provides a five-step analysis in determining how and when the revenue is recognized and will require revenue recognition to represent the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. Revenues are defined as inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations. The Company adopted the accounting standard relating to revenue recognition during the first quarter of 2018 and is in the process of implementing the new guidance and continues to assess the impacts it will have on its consolidated financial statements and footnote disclosures. The standard permits the use of either the retrospective or modified retrospective transition method. The Company has identified the following impacts under the new revenue recognition standard as the Company: (i) will no longer be permitted to recognize revenues for complimentary goods and services provided to customers as an inducement to gamble as gross revenue with a corresponding offset to promotional allowances to arrive at net revenues, as the Company expects the majority of such amounts will offset casino revenues, and (ii) will change the manner the Company accrues customer benefits related to its customer loyalty programs as the resulting liabilities will be recorded using the retail value of such benefits. The quantitative effects of these changes along with the transition method are still being analyzed. Management believes that there are no other recently issued accounting standards not yet effective that are likely to have a material impact on our financial statements. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITION | ACQUISITION On May 13, 2016, we completed our acquisition of Bronco Billy's Casino and Hotel from Pioneer Group, Inc. for consideration of $31.1 million , inclusive of an adjustment for net working capital. The acquisition included the three contiguous licensed operations in Cripple Creek, Colorado known as Bronco Billy's Casino, Buffalo Billy's Casino and Billy's Casino (collectively referred to as "Bronco Billy's"). The results of Bronco Billy's operations have been included in the consolidated financial statements since that date. The acquisition was financed primarily through a $35 million increase in our Second Lien Credit Facility (see Note 7). During the fourth quarter of 2016, we completed our valuation analysis. Our fair value estimates utilize significant unobservable inputs and thus represent Level 3 fair value measurements. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Cash and equivalents $ 2,682 Other current assets 258 Property and equipment 16,694 Goodwill 4,806 Gaming licenses 7,000 Trade names 1,800 Total assets 33,240 Current liabilities 2,189 Net assets acquired $ 31,051 Goodwill, which represents the excess of the purchase price over the estimated fair value of the assets acquired, was primarily attributable to expected synergies and the economic benefits arising from other assets acquired that could not be individually identified and separately recognized, including the assembled workforce. All of the goodwill is expected to be deductible for income tax purposes. From May 13, 2016 through December 31, 2016, Bronco Billy's revenues were $16.2 million , operating income was $2.2 million and net income was $2.0 million , and were included in our consolidated statements of operations for the year ended December 31, 2016. The Company incurred $0.6 million of project development and acquisition costs related to this business combination during 2016. The following unaudited pro forma consolidated income statement for the Company includes the results of Bronco Billy's as if the acquisition and related financing transactions occurred on January 1, 2015. The pro forma financial information does not necessarily represent the results that might have actually occurred or may occur in the future. The pro forma amounts include the historical operating results of Full House and Bronco Billy's prior to the acquisition, adjusted only for matters directly attributable to the acquisition, which primarily include interest expense related to the amended and restated First Lien and Second Lien Credit Facilities (see Note 7). The pro forma results also reflect adjustments for the removal of non-recurring expenses directly attributable to the transaction of $1.4 million during 2016. These non-recurring expenses primarily related to acquisition costs and debt modification costs. The pro forma results do not include any anticipated synergies or other expected benefits from the acquisition. Pro Forma Consolidated Statement of Operations (In thousands except per share data, unaudited) Year Ended December 31, Net revenues $ 154,734 Net loss (5,818 ) Basic and diluted loss per share (0.30 ) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): December 31, 2017 2016 Land and improvements $ 15,376 $ 14,548 Buildings and improvements 106,728 102,410 Furniture and equipment 41,281 37,312 Construction in progress 2,723 868 166,108 155,138 Less accumulated depreciation and amortization (52,050 ) (43,673 ) $ 114,058 $ 111,465 Property and equipment included assets under capitalized leases related to our hotel at Rising Star Casino Resort (Note 8) as follows (in thousands): December 31, 2017 2016 Leased land and improvements $ 215 $ 215 Leased buildings and improvements 5,787 5,787 Leased furniture and equipment 1,724 1,724 7,726 7,726 Less accumulated amortization (2,087 ) (1,586 ) $ 5,639 $ 6,140 |
GOODWILL AND INTANGIBLES
GOODWILL AND INTANGIBLES | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES Goodwill: The following tables set forth changes in the carrying value of goodwill by segment (in thousands): December 31, 2017 Gross Carrying Value Additions Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ — $ 14,671 Bronco Billy's Casino and Hotel 4,806 — — 4,806 Rising Star Casino Resort 1,647 — (1,647 ) — Northern Nevada 5,809 — (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 26,933 $ — $ (5,647 ) $ 21,286 December 31, 2016 Gross Carrying Value Additions Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ — $ 14,671 Bronco Billy's Casino and Hotel — 4,806 — 4,806 Rising Star Casino Resort 1,647 — (1,647 ) — Northern Nevada 5,809 — (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 22,127 $ 4,806 $ (5,647 ) $ 21,286 Intangible Assets: The following tables set forth changes in the carrying value of intangible assets (in thousands): December 31, 2017 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (163 ) — 1,257 Gaming Licenses Indefinite 17,981 — (10,203 ) 7,778 Trade Names Indefinite 1,800 — — 1,800 Trademarks Indefinite 101 — — 101 $ 28,902 $ (7,763 ) $ (10,203 ) $ 10,936 December 31, 2016 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (132 ) — 1,288 Gaming Licenses Indefinite 17,981 — (10,203 ) 7,778 Trade Names Indefinite 1,800 — — 1,800 Trademarks Indefinite 100 — — 100 $ 28,901 $ (7,732 ) $ (10,203 ) $ 10,966 There were no impairments to goodwill or intangible assets for the years ended December 31, 2017 and 2016. Customer Loyalty Programs. Customer loyalty programs represent the value of repeat business associated with our loyalty programs. The values of $5.9 million for Silver Slipper and $1.7 million for Rising Star's customer loyalty programs, respectively, were determined using a multi-period excess earning method of the income approach, which examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return, which is attributable to the asset being valued, based on cash flows attributable to the customer loyalty program. Land Lease Acquisition Costs and Water Rights. Silver Slipper recognized intangible assets related to its lease agreement with Cure Land Company, LLC (see Note 10). The lease was valued at $1 million and represents the excess fair value of the land over the estimated net present value of the land lease payments, and the water rights value of $0.4 million represented the fair value of the water rights based upon market rates in Hancock County, Mississippi. Gaming Licenses. Gaming licenses represent the value of the license to conduct gaming in certain jurisdictions, which are subject to highly extensive regulatory oversight and, in some cases, a limitation on the number of licenses available for issuance. The values of gaming licenses were primarily estimated using a multi-period excess earning method of the income approach, which examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return, which is attributable to the asset being valued, based on cash flows attributable to the gaming license. Trade Names. Trade names represents the value of the Bronco Billy's casino name which has existed for approximately 25 years and provides brand recognition. The value was estimated using a multi-period excess earning method of the income approach based upon comparable trade name royalty agreements. Current and Future Amortization. Intangible asset amortization expense was $31,000 for each of the years ended December 31, 2017 and December 31, 2016, respectively. Total amortization expense for intangible assets is expected to be $31,000 for each of the years ending 2018 through 2022 and $1.1 million thereafter. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Other accrued expenses consisted of the following (in thousands): December 31, 2017 2016 Player club points and progressive jackpots $ 3,166 $ 2,901 Real estate and personal property taxes 1,564 1,538 Gaming and other taxes 1,801 1,667 Gaming related accruals 442 622 Accrued rent 1,032 443 Other 841 825 $ 8,846 $ 7,996 |
LONG-TERM DEBT, SUBSEQUENT EVEN
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY | LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY Long-Term Debt Debt Refinancing . On February 2, 2018, the Company refinanced its existing outstanding First Lien Credit Facility and Second Lien Credit Facility (together, the "First Lien and Second Lien Credit Facilities") with the closing of $100 million of new senior secured notes due 2024 (the "Notes"). Accordingly, a portion of the previously expected current maturities under the First Lien and Second Lien Credit Facilities are reflected as long-term as of December 31, 2017. The current portion of long-term debt at that date reflects expected payments on the Notes during 2018. Proceeds from the Notes offering were used to fully repay the First Lien and Second Lien Credit Facilities (including a 2% prepayment premium related to the Second Lien Credit Facility) and to fund other refinancing costs. The Notes include a 2% original issue discount, quarterly interest payments at the greater of LIBOR or 1% , plus a margin rate of 700 basis points (increasing to 750 basis points under certain circumstances, as defined) and quarterly principal payments of $0.25 million . The Company is also required to redeem the Notes with any excess cash flow, as calculated annually and defined in the Notes, beginning with its annual results for the 2018 fiscal year. Management believes that no additional principal payments will be required during 2018 due to its capital expenditures, which reduce the excess cash flow, as defined. The Notes are collateralized by substantially all of the Company's assets and guarantees by all of our subsidiaries. The Notes also contain representations and warranties, customary events of default, and positive, negative and financial covenants, including that the Company maintain compliance with a maximum total leverage ratio, which measures EBITDA against outstanding indebtedness (as defined). Mandatory prepayments of the Notes will be required upon the occurrence of certain events, including sales of certain assets. The Company may redeem the Notes, in whole or in part, at any time at the applicable redemption price plus accrued and unpaid interest. Prior Credit Facilities. On May 13, 2016, we entered into an amended and restated First Lien Credit Facility which included a First Term Loan of $45 million and Revolving Loan of $2 million , and an amended and restated Second Lien Credit Facility which included a term loan facility increase from $20 million to $55 million , of which the additional proceeds of $35 million were used primarily to complete our acquisition of Bronco Billy's. The First Lien Credit Facility was due to mature in May 2019 and included quarterly principal payments as defined and interest based on the greater of the elected LIBOR (as defined) or 1.0% , plus a margin rate of 4.25% . The Second Lien Credit Facility was due to mature in November 2019 with all principal due at maturity, included interest at 13.5% and had a prepayment premium of 2% as of December 31, 2017. The First Lien and Second Lien Credit Facilities contained customary representations and warranties, events of default, and positive and negative covenants, including limits on capital expenditures and the maintenance of specified financial covenants including a total leverage ratio, a first lien leverage ratio, and a fixed-charge coverage ratio. We were in compliance with our covenants as of December 31, 2017. Long-term debt, related discounts and issuance costs consisted of the following: (In thousands) December 31, 2017 Outstanding Principal Unamortized Discount Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 41,063 $ — $ (313 ) $ 40,750 Revolving Loan — — — — Second Term Loan 55,000 (305 ) (879 ) 53,816 96,063 (305 ) (1,192 ) 94,566 Less current portion (1,000 ) — — (1,000 ) $ 95,063 $ (305 ) $ (1,192 ) $ 93,566 (In thousands) December 31, 2016 Outstanding Principal Unamortized Discount Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 43,312 $ — $ (561 ) $ 42,751 Revolving Loan — — — — Second Term Loan 55,000 (469 ) (1,348 ) 53,183 98,312 (469 ) (1,909 ) 95,934 Less current portion (1,688 ) — — (1,688 ) $ 96,624 $ (469 ) $ (1,909 ) $ 94,246 Maturities of Long-Term Debt . Future maturities under the First Lien and Second Lien Credit Facilities ("Prior Facilities") and Notes follow (in thousands): Prior Facilities Notes 2018 $ 2,250 $ 1,000 2019 93,813 1,000 2020 — 1,000 2021 — 1,000 2022 — 1,000 Thereafter — 95,000 $ 96,063 $ 100,000 Common Stock Warrant Liability As part of the Second Lien Credit Facility, on May 13, 2016, the Company granted the second lien lenders 1,006,568 warrants, representing 5% of the outstanding common equity of the Company at that time, as determined on a fully-diluted basis. The warrants have an exercise price of $1.67 (the average trading price of the Company's common stock during a 60 -day period bracketing the completion of the financing) and expire on May 13, 2026. The warrants also provide the warrant holders with redemption rights, pre-emptive rights under certain circumstances to maintain their 5% ownership interest in the Company, piggyback registration rights and mandatory registration rights after two years . The redemption rights allow the warrant holders, at their option, to require the Company to repurchase all or a portion of all of the warrants in the event of: (i) the maturity of the Second Lien Credit Facility, (ii) an acceleration pursuant to the Second Lien Credit Facility, (iii) a refinancing, repayment or other transaction decreasing the aggregate principal amount of the Second Lien Facility debt outstanding as of May 13, 2016 by more than 50% , (iv) a liquidity event, as defined, or (v) the Company's insolvency. The repurchase value is the 21 -day average price of the Company's stock at the time of the event, as defined, net of the warrant exercise price. If the redemption rights are exercised, the repurchase amount is payable by the Company in cash or through the issuance of an unsecured note with a four -year term and a minimum interest rate of 13.25% , as further defined. Although unsecured, the note would be guaranteed by the Company's subsidiaries. Alternatively, the second lien lenders may choose to have the Company register and sell the shares related to the warrants through a public stock offering. The refinancing of the Second Lien Credit Facility on February 2, 2018 qualifies as a triggering event to require the Company to repurchase all or a portion of the warrants if elected by the warrant holders. At the refinance date and subsequently, the warrant holders did not exercise these redemption rights, although they continue to maintain these rights through the expiration of the warrants. We measure the fair value of the warrants at each reporting period. The fair value at issuance of the warrants was $0.6 million , which was recorded as: (i) a liability due to the redemption feature, and (ii) a resulting discount to the Second Lien Credit Facility. The discount is amortized to interest expense during the term of the Second Lien Credit Facility which is 3.5 years . The Company recognized $1.4 million of expense during 2017, and $0.5 million of expense from May 13, 2016 to December 31, 2016 due to a change in the fair value of the warrants, which was reflected as part of "other" non-operating expense on the consolidated statements of operations. Due to the variable terms regarding the timing of the settlement of the warrants, the Company utilized a "Monte Carlo" simulation approach, a mathematical technique used to model the probability of different outcomes, to measure the fair value of the warrants. At December 31, 2017, the simulation included the Company's stock price and the following assumptions: an expected contractual term of 3.84 years , an expected stock price volatility rate of 47.55% , an expected dividend yield of 0% , and an expected risk-free interest rate of 2.1% . The simulation included certain estimates by Company management regarding the estimated timing of the settlement of the warrants. Significant increases or decreases in those management estimates would result in a significantly higher or lower fair value measurement. The Company also utilized the Monte Carlo simulation approach for its valuation at December 31, 2016, which included the following assumptions: an expected contractual term of 3.38 years , an expected stock price volatility rate of 47.68% , an expected dividend yield of 0% , and an expected risk-free interest rate of 1.68% . |
CAPITAL LEASE OBLIGATION
CAPITAL LEASE OBLIGATION | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Capital [Abstract] | |
CAPITAL LEASE OBLIGATION | CAPITAL LEASE OBLIGATION Rising Star Casino Resort Capital Lease. Our Indiana subsidiary, Gaming Entertainment (Indiana) LLC, leases a 104 -room hotel at Rising Star Casino Resort pursuant to a capital lease agreement with Rising Sun/Ohio County First, Inc., an Indiana non-profit corporation (the “Landlord”). On March 16, 2016, the hotel lease agreement was amended. The amendment extended the initial term of the lease by four years to October 1, 2027 and modified the rent payment schedule from $77,537 per month as follows: (i) to $48,537 per month from April 2016 through March 2017, (ii) to $56,537 per month from April 2017 through March 2018; (iii) to $57,537 per month from April 2018 through March 2019; and (iv) to $63,537 per month from April 2019 through March 2020. Beginning April 1, 2020 through the end of the lease, the scheduled monthly payment shall be $54,326 . The amendment also required the Company to make certain improvements to the Rising Star Casino Resort of at least $1 million by March 31, 2017 which the Company satisfied. The lease payments include an annual interest rate of 3.5% through September 30, 2017 and 4.5% thereafter. On September 17, 2017, we entered into a second amendment to the lease agreement to facilitate construction of the Recreational Vehicle Park adjoining the leased hotel. At any time during the lease term, we have the exclusive option to purchase the hotel at a price based upon the project’s actual original cost of $7.7 million , reduced by the cumulative principal payments made by the Company during the lease term. At December 31, 2017, such net amount was $5.3 million . Upon expiration of the lease term, if we have not yet exercised our option to purchase the hotel, either (i) the Landlord has the right to sell the hotel to us, or (ii) we have the option to purchase the hotel. In either case, the purchase price is $1 plus closing costs. The lease agreement is not guaranteed by the parent company or any subsidiary other than Gaming Entertainment (Indiana) LLC and has customary provisions in the event of a default. Future minimum lease payments and the present value of such payments based on this amendment related to the capital lease, as of December 31, 2017, are as follows (in thousands): 2018 $ 631 2019 744 2020 680 2021 652 2022 652 Thereafter 3,151 Total minimum lease payments 6,510 Less: amount representing interest (1,228 ) Present value of minimum lease payments $ 5,282 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The income tax provision (benefit) attributable to our loss before income taxes consisted of the following (in thousands): Years Ended December 31, 2017 2016 Current: Federal $ — $ — State — — — — Deferred: Federal 1,278 (1,383 ) State (686 ) (505 ) (Decrease) increase in valuation allowance (742 ) 2,518 (150 ) 630 $ (150 ) $ 630 A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows (in thousands): Years Ended December 31, 2017 2016 Percent Amount Percent Amount Federal income tax benefit at U.S. statutory rate 34.0 % $ (1,760 ) 34.0 % $ (1,518 ) State taxes, net of federal benefit 8.7 % (452 ) 7.5 % (333 ) Change in valuation allowance, exclusive of Tax Reform impact (57.5 )% 2,979 (56.5 )% 2,518 Effect of Tax Reform on net deferred taxes 17.2 % (890 ) — % — Permanent differences (1.7 )% 91 (2.1 )% 95 Credits 2.2 % (116 ) 2.9 % (129 ) Other — % (2 ) 0.1 % (3 ) 2.9 % $ (150 ) (14.1 )% $ 630 Our deferred tax assets (liabilities) consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Deferred compensation $ 438 $ 655 Depreciation of fixed assets — 42 Intangible assets and amortization 4,415 6,830 Net operating loss carry-forwards 4,505 2,861 Accrued expenses 772 1,077 Allowance for doubtful accounts 24 19 Credits 336 220 Common stock warrant liability 541 263 Charitable contribution carry-forward 72 90 Valuation allowance (9,011 ) (9,753 ) 2,092 2,304 Deferred tax liabilities: Depreciation of fixed assets (910 ) (631 ) Amortization of indefinite-lived intangibles (1,757 ) (1,907 ) Prepaid expenses (651 ) (1,055 ) Effect of state taxes on future federal returns (505 ) (585 ) Other (26 ) (33 ) (3,849 ) (4,211 ) $ (1,757 ) $ (1,907 ) On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”). The 2017 Tax Act makes broad and complex changes to the U.S. tax code that will affect 2017, including bonus depreciation that will allow for full expensing of qualified property purchases. The 2017 Tax Act also establishes new tax laws that will affect 2018 and beyond, including, but not limited to, (1) reduction of the U.S. federal corporate tax rate from 35% to 21% ; (2) elimination of the corporate alternative minimum tax; (3) limitation on deductibility of interest expense; (4) limitations on the deductibility of certain executive compensation; and (5) limitations on the use of net operating losses ("NOLs") generated after December 31, 2017 to reduce taxable income. The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification ("ASC") 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the 2017 Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act. Our accounting for the following elements of the 2017 Tax Act is incomplete. However, we were able to make reasonable estimates of certain effects and, therefore, recorded provisional adjustments as follows: Reduction of US federal corporate tax rate: The 2017 Tax Act reduces the corporate tax rate to 21% , effective January 1, 2018. The carrying value of our net deferred tax assets is determined by the enacted US corporate income tax rate. Consequently, any changes in the US corporate income tax rate will impact the carrying value of our deferred tax assets. Under the new corporate income tax rate, net deferred income tax assets will decrease by $2.8 million and the valuation allowance will decrease by $3.7 million . The net effect of the tax reform enactment on the consolidated financial statements is an income tax benefit of $0.9 million . While we are able to make a reasonable estimate of the impact of the reduction in the corporate rate, it may be affected by other analyses related to the 2017 Tax Act, including the state tax effect of adjustments made to federal temporary differences, as well as changes to our valuation allowance. Valuation allowances : The Company must assess whether its valuation allowance analyses are affected by various aspects of the 2017 Tax Act. Since, as discussed herein, the Company has recorded provisional amounts related to certain portions of the 2017 Tax Act, any corresponding determination of the need for or change in a valuation allowance is also provisional. As of December 31, 2017, we had an NOL of $13.7 million and state tax carry-forwards of $27.1 million , which can be carried forward 20 years and begin to expire after 2035. We also have general business credits of $0.3 million , which begin to expire after 2035. Intangible asset impairment charges recorded in prior years resulted in a significant amount of deferred tax assets. In assessing the future realization of the Company’s deferred tax assets, we considered whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. We evaluated both positive and negative evidence in determining the need for a valuation allowance. We continue to assess the future realization of deferred tax assets and have concluded that we have not met the "more likely than not" threshold. As of December 31, 2017, we continue to provide a valuation allowance against our remaining deferred tax assets after being utilized by deferred tax liabilities for all jurisdictions. The valuation reserve against deferred tax assets has no effect on the actual taxes paid or owed by the Company. As of December 31, 2017 and 2016, we had $1.8 million and $1.9 million , respectively, of deferred tax liabilities relating to goodwill and other indefinite-lived intangibles for which the timing of the reversal is not determinable and, therefore, does not assure the realization of deferred tax assets or reduce the need for a valuation allowance. The Company’s utilization of NOLs and the general business tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986 ("IRC"), and similar state provisions due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. While the Company has not completed an IRC Section 382/383 analysis to determine if there are any annual limitations on the utilization of NOLs and tax credit carryforwards, the Company does not believe that there have been greater than 50% ownership change in the last three years that would prohibit the Company from utilizing all of their tax attributes. Management has made an annual analysis of its state and federal tax returns and concluded that the Company has no recordable liability, as of December 31, 2017 or 2016, for unrecognized tax benefits as a result of uncertain tax positions taken. As of December 31, 2017, the Company is subject to U.S. federal income tax examinations for the tax years 2014 through 2017. In addition, the Company is subject to state and local income tax examinations for various tax years in the taxing jurisdictions in which the Company operates. |
SETTLEMENTS, COMMITMENTS AND CO
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES | SETTLEMENTS, COMMITMENTS AND CONTINGENCIES Litigation Settlement In 2013 and 2014, we expended and capitalized approximately $1.6 million to repair construction defects to the parking garage at the Silver Slipper Casino and Hotel. The parking garage was originally built in 2007 and the Company acquired the Silver Slipper Casino in 2012. We hired outside legal counsel to pursue damages against the contractor and architect. During the third quarter of 2015, the case was dismissed in favor of the defendants, as the statutes of repose had expired. On November 25, 2015, we entered into a settlement and release agreement with the architect. On January 12, 2016, we filed an appellate brief in the U.S. Court of Appeals for the Fifth Circuit ("Fifth Circuit"). On August 31, 2016, the Fifth Circuit heard oral arguments and on January 6, 2017, the Fifth Circuit reversed the District Court’s grant of summary judgment in favor of the contractor and remanded the case back to the District Court for trial. The contractor's request for rehearing was subsequently denied. During March 2017, the Company also filed a lawsuit against the contractor's insurance company. During September 2017, we reached a settlement with the contractor and contractor's insurance company. The parties agreed to a mutual release of all claims and counterclaims, and the contractor and the contractor's insurance company paid $675,000 to the Company. The settlement effectively compensated the Company for legal and other costs associated in pursuing the matter from inception, including $0.1 million of legal costs during each of 2017 and 2016. The settlement proceeds reduced selling, general and administrative costs. We are party to a number of pending legal proceedings related to matters that occurred in the normal course of business. Management does not expect that the outcome of any such proceedings, either individually or in the aggregate, will have a material effect on our financial position, results of operations and cash flows. Options to Purchase or Lease Land and Buildings During November 2017, the Company capitalized $0.2 million of costs for the options to purchase or lease various buildings and land in Cripple Creek, Colorado, near Bronco Billy's. The options include: • an option to purchase or lease land consisting of a closed casino, with an original expiration date of March 1, 2018 and four additional one -month extension options to July 1, 2018. Each one -month extension option costs $22,500 . If purchased, the purchase option price is $2.2 million . If leased, the lease would include a minimum three -year term with annual lease payments of $0.2 million and a purchase option price within the lease that increases annually; • an option to purchase land improved with a hotel for $1.7 million , with an expiration date of February 1, 2019; and • an option to purchase land improved with a residence for $0.3 million , with an expiration date of February 1, 2019. Operating Leases In addition to the following significant leases, we have operating leases for certain office and warehouse facilities, office equipment, signage and land. Silver Slipper Casino Land Lease through April 2058 and Options to Purchase. In 2004, our subsidiary, Silver Slipper Casino Venture, LLC, entered into a land lease with Cure Land Company, LLC for approximately 31 acres of marshlands and a seven -acre parcel on which the Silver Slipper Casino and Hotel is situated. The land lease includes base monthly payments of $77,500 plus contingent rents of 3% of gross gaming revenue (as defined) in excess of $3.65 million in any given month. We recognized $1.4 million of rent expense, including $0.5 million of contingent rents, during 2017, and $1.3 million of rent expense, including $0.3 million of contingent rents, during 2016. The land lease also includes an exclusive option to purchase the leased land (“Purchase Option”) after February 26, 2019 through October 1, 2027, for $15.5 million plus a retained interest in Silver Slipper Casino and Hotel’s operations of 3% of net income (as defined), for 10 years from the purchase date. In the event that Full House sells or transfers (i) substantially all of the assets of Silver Slipper Casino Venture, LLC, or (ii) its membership interests in Silver Slipper Casino Venture, LLC in its entirety, the purchase price will increase to $17.1 million plus the retained interest for 10 years mentioned above. In either case, we also have an option to purchase only a four -acre portion of the leased land for $2 million , which may be exercised at any time in conjunction with the development of a hotel and which accordingly reduces the purchase price of the remaining land by $2 million . Bronco Billy's Lease through January 2035 and Option to Purchase. Bronco Billy's leases certain parking lots and buildings, including a portion of the hotel and casino, under a long-term lease. The lease term includes six renewal options in three -year increments to 2035. Bronco Billy's exercised its first renewal option through January 2020, which increased the monthly rents to $25,000 for the first two years of the renewal period and $30,000 for the third year. The lease also contains a requirement for Bronco Billy's to pay the property taxes and certain other costs associated with the leased property, and includes a $7.6 million purchase option exercisable at any time during the lease and a right of first refusal. We also have a surface parking lot lease directly behind Bronco Billy's under a short-term lease expiring in June 2019. Under the lease, we have the right to purchase such lot for $1.2 million . Grand Lodge Casino Lease through August 2023. Our subsidiary, Gaming Entertainment (Nevada), LLC, has a lease with Hyatt Equities L.L.C. ("Hyatt") to operate the Grand Lodge Casino. The lease is collateralized by the Company’s interests under the lease and property, as defined, and is subordinate to the liens of the First Lien and Second Lien Credit Facilities and the Notes. Hyatt has an option, beginning January 1, 2019, to purchase our leasehold interest and related operating assets of the Grand Lodge Casino subject to assumption of applicable liabilities. The option price is an amount equal to the Grand Lodge Casino’s positive working capital, plus Grand Lodge Casino’s earnings before interest, income taxes, depreciation and amortization (“EBITDA”) for the twelve -month period preceding the acquisition (or pro-rated if less than twelve months remain on the lease), plus the fair market value of the Grand Lodge Casino’s personal property. Monthly rent increased from $125,000 to $145,833 on July 1, 2017, and to $166,667 commencing on January 1, 2018. As a condition of the lease, the Company purchased new gaming devices and equipment and made other capital expenditures totaling up to $1.5 million and Hyatt renovated the casino at its sole cost and expense of up to $3.5 million , with both parties completing these renovations during the second quarter of 2017. We recognized $1.9 million of rent expense related to this lease during 2017 and 2016. We also have an agreement with Hyatt for exclusive usage of certain hotel rooms and suites by our casino guests. The agreement, which commenced on June 1, 2016, includes a monthly fee of $41,667 , a mutual six -month termination notification clause and matures on August 31, 2023, or earlier as set forth therein. Corporate Office Lease. In August 2016, the Company executed a lease for 4,479 square feet of office space in Las Vegas, Nevada, replacing our previous office space lease that was due to expire in May 2018. The new lease terms include a length of 7.6 years and approximately $0.2 million of annual rents. The Company began occupying the new office space in June 2017. During the third quarter, the Company and its landlord agreed to terminate the previous office space lease effective October 31, 2017, with the Company paying two months of additional rent in lieu of the remaining payments for the full remaining term. Rent expense for all operating leases for the years ended December 31, 2017 and December 31, 2016 was $4.1 million and $3.7 million , respectively. The Company was obligated under non-cancellable operating leases to make future minimum lease payments as follows (in thousands): 2018 $ 3,561 2019 3,589 2020 3,250 2021 3,114 2022 3,119 Thereafter 34,600 $ 51,233 Employment Agreements The Company has entered into employment agreements with certain of its key employees. The agreements may provide the employee with a base salary, bonus, restricted stock grants, stock options and other customary benefits. Certain agreements also provide for severance in the event the employee resigns with “good reason,” or the employee is terminated without “cause” or due to a “change of control,” as defined in the agreements. The severance amounts vary with the terms of the agreements and may include the acceleration and vesting of certain unvested shares and stock-based awards upon a change of control, along with continuation of insurance costs and certain other benefits. Defined Contribution Pension Plan We sponsor a defined contribution pension plan for all eligible employees providing for voluntary contributions by eligible employees and matching contributions made by us. Matching contributions made by us were $0.3 million for each of 2017 and 2016, excluding nominal administrative expenses assumed. For 2017 and 2016, the Company's employer contribution rate was 50% up to 4% of compensation. Liquidity, Concentrations and Economic Risks and Uncertainties We are economically dependent upon relatively few investments in the gaming industry. Future operations could be affected by adverse economic conditions and increased competition, particularly in those areas and their key feeder markets in neighboring states. The effects and duration of these conditions and related risks and uncertainties on our future operations and cash flows, including our access to capital or credit financing, cannot be estimated at this time, but may be significant. The Company carries cash on deposit with financial institutions that may be in excess of federally-insured limits. The extent of any loss that might be incurred as a result of uninsured deposits in the event of a future failure of a bank or other financial institution, if any, is not subject to estimation at this time. |
STOCKHOLDERS' EQUITY AND RELATE
STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION | STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION The Company closed a rights offering on November 10, 2016 and received a total of $5 million of gross proceeds (or $4.64 million of net proceeds after offering costs) through the issuance of 3,846,154 shares of common stock at a price of $1.30 per share. The net proceeds from the rights offering were used to partially fund certain capital expenditure growth projects at our existing properties, as well as for general corporate purposes. Of the 3,846,154 shares issued in connection with the rights offering, Daniel R. Lee, Chief Executive Officer, President and a director of the Company, purchased 1,000,000 shares as the standby purchaser in connection with the standby purchase agreement that the Company entered into with Mr. Lee on October 7, 2016. Mr. Lee (i) agreed to hold such shares for a minimum period, (ii) received reimbursement of his legal fees, (iii) received a priority right to purchase the first 1,000,000 shares that remained after shareholders exercised their basic subscription rights, and (iv) received registration rights from the Company with respect to such purchased shares. Mr. Lee received no fee for providing the standby purchase agreement. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2015 Equity Incentive Plan. During the second quarter of 2017, our stockholders approved an amendment to the 2015 Equity Incentive Plan ("2015 Plan") that increased the number of shares of common stock available for issuance under the 2015 Plan from 1,400,000 to 2,500,000 . In addition to the increase in the number of authorized shares issuable under the 2015 Plan, the amendment included several "best practices" changes. The 2015 Plan includes new shares reserved for issuance to directors, employees and consultants and allows for a variety of forms of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents and performance-based compensation. Stock option awards have maximum 10 -year terms and all awards issued thus far vest on an accelerated basis if there is a change in control of the Company, unless the awards are assumed by the successor, as defined. In May 2017, the Company extended the employment agreement of Daniel R. Lee, the Company's President and Chief Executive Officer, through November 2020 and simultaneously issued him an option to purchase 240,000 shares of common stock under the 2015 Plan with an exercise price of $2.32 . Mr. Lee's option will vest ratably on a monthly basis between December 1, 2018 and November 30, 2020 in conjunction with his amended employment agreement. Also, in May 2017, the Company issued options to purchase a total of 180,000 shares of common stock under the 2015 Plan to various other employees of the Company, all of which have an exercise price of $2.32 . These stock options all vest in equal amounts over the next three years. In all cases, the exercise price of the options reflects the Company's closing price on the date of grant. As compensation for their annual service, the Company also issued to non-executive members of its Board of Directors options to purchase a total of 59,990 shares of common stock under the 2015 Plan with an exercise price of $2.32 and a one -year vesting period; and 25,860 shares of common stock under the 2015 Plan that vested immediately. As of December 31, 2017, we had 1,037,906 share-based awards authorized by shareholders and available for grant from the 2015 Plan. Prior to the adoption of the 2015 Plan and outside of the 2006 Plan, in order to recruit our executive officers, we issued a non-qualified stock option to purchase 943,834 shares to Daniel R. Lee, our Chief Executive Officer and President, and a non-qualified stock option to purchase 300,000 shares to Lewis Fanger, our Senior Vice President, Chief Financial Officer and Treasurer. Messrs. Lee and Fanger's stock options vested with respect to 25% of the shares on the first anniversary of their respective grant dates, and continue to vest with respect to an additional 1/48th of the shares on each monthly anniversary thereafter. Stock Options. The following table summarizes information related to our common stock options: Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at January 1, 2017 2,057,950 $ 1.42 Granted 479,990 2.32 Exercised (46,666 ) 1.56 Canceled/Forfeited — — Options outstanding at December 31, 2017 2,491,274 $ 1.59 7.76 $ 5,736,488 Options exercisable at December 31, 2017 1,327,068 $ 1.37 7.24 $ 3,340,061 The Company received $73,000 from the exercise of stock options during 2017. The intrinsic value of the options exercised, which represents the value of the Company's common stock at the time of exercise in excess of the exercise price, was $106,000 . No options were exercised during 2016. Compensation Cost. Compensation expense for the years ended December 31, 2017 and 2016 was $0.5 million and $0.4 million , respectively. These costs are recognized on a straight-line basis over the vesting period of the awards net of forfeitures and are included in selling, general and administrative expense on the consolidated statements of operations. As of December 31, 2017, there was approximately $0.7 million of unrecognized compensation cost related to unvested stock options granted by the Company. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.19 years. We estimated the fair value of each stock option award on the grant date using the Black-Scholes valuation model. Option valuation models require the input of highly subjective assumptions, and changes in assumptions used can materially affect the fair value estimate. Option valuation weighted-average assumptions were as follows: For the year ended December 31, 2017 2016 Expected volatility 43.67% 43.87% Expected dividend yield —% —% Expected term (in years) 5.87 5.70 Weighted average risk free rate 2.00% 1.41% The weighted-average grant date fair value of options granted during the years ended December 31, 2017 and 2016 was $1.02 and $0.67 per share, respectively. Expected volatility is based on the historical volatility of our stock price. Dividend yield is based on the estimate of annual dividends expected to be paid at the time of the grant. The expected term considers the contractual term of the option as well as historical exercise and forfeiture behavior. The risk-free interest rate is based on the rates in effect on the grant date for U.S. Treasury instruments with maturities matching the relevant expected term of the award. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Methods and assumptions used to estimate the fair value of financial instruments are affected by the duration of the instruments and other factors used by market participants to estimate value. The carrying amounts for cash and equivalents, accounts receivable, and accounts payable approximate their estimated fair value because of the short durations of the instruments and inconsequential rates of interest. Management also believes that the carrying value of long-term debt also approximates their estimated fair value because the terms of the facilities are representative of current market conditions. While management believes the fair value of our capitalized lease obligation approximates its fair value because certain terms of the lease were recently renegotiated, management also believes that precise estimates are not practical because of the unique nature of the relationships. The following tables present the fair value of those assets and liabilities measured on a recurring basis as of December 31, 2017 and 2016 (in thousands). See Note 7 for further information regarding our common stock warrant liability. December 31, 2017 Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 2,496 $ 2,496 December 31, 2016 Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 1,117 $ 1,117 |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING We manage our casinos based on geographic regions within the United States. The casino/resort operations includes four segments: the Silver Slipper Casino and Hotel (Hancock County, Mississippi); Bronco Billy's Casino and Hotel (Cripple Creek, Colorado); the Rising Star Casino Resort (Rising Sun, Indiana); and the Northern Nevada segment, consisting of the Grand Lodge Casino (Incline Village, Nevada) and Stockman’s Casino (Fallon, Nevada). Bronco Billy's Casino and Hotel was acquired on May 13, 2016. The Company utilizes Adjusted Property EBITDA as the measure of segment profit in assessing performance and allocating resources at the reportable segment level. Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, pre-opening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property. The following tables present the Company's segment information: (In thousands) For the Year Ended, December 31, December 31, Net Revenues Silver Slipper Casino and Hotel $ 64,046 $ 59,093 Bronco Billy's Hotel and Casino 26,222 16,220 Rising Star Casino Resort 49,751 49,472 Northern Nevada Casinos 21,248 21,207 $ 161,267 $ 145,992 Adjusted Property EBITDA Silver Slipper Casino and Hotel $ 10,733 $ 9,994 Bronco Billy's Hotel and Casino 4,758 3,423 Rising Star Casino Resort 2,678 2,931 Northern Nevada Casinos 2,789 3,941 20,958 20,289 Other operating expenses: Depreciation and amortization (8,602 ) (7,928 ) Corporate expenses (4,491 ) (4,105 ) Project development and acquisition costs (284 ) (1,314 ) Gain (loss) on asset disposals, net 1 (344 ) Share-based compensation (525 ) (409 ) Operating income 7,057 6,189 Other expenses Interest expense, net of capitalized interest (10,856 ) (9,486 ) Debt modification costs — (624 ) Adjustment to fair value of warrants (1,379 ) (543 ) (12,235 ) (10,653 ) Loss before income taxes (5,178 ) (4,464 ) (Benefit) provision for income taxes (150 ) 630 Net loss $ (5,028 ) $ (5,094 ) (In thousands) December 31, December 31, Total Assets Silver Slipper Casino and Hotel $ 80,780 $ 79,975 Bronco Billy's Hotel and Casino 35,567 36,732 Rising Star Casino Resort 36,327 36,444 Northern Nevada Casinos 12,235 12,722 Corporate and Other 8,576 11,333 $ 173,485 $ 177,206 (In thousands) December 31, December 31, Property and Equipment, net Silver Slipper Casino and Hotel $ 58,059 $ 58,856 Bronco Billy's Hotel and Casino 15,276 16,020 Rising Star Casino Resort 30,534 29,819 Northern Nevada Casinos 7,868 6,202 Corporate and Other 2,321 568 $ 114,058 $ 111,465 |
SUBSEQUENT EVENT (Notes)
SUBSEQUENT EVENT (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | SUBSEQUENT EVENT Management has made an evaluation for subsequent events requiring recognition or disclosure in these financial statements through March 8, 2018, which is the date these consolidated financial statements were available to be issued. Except as discussed in Note 7 related to the refinancing that occurred on February 2, 2018, none were identified. |
BASIS OF PRESENTATION AND SUM22
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Accounting | Principles of Consolidation and Accounting. The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Except when otherwise required by accounting principles generally accepted in the United States of America ("GAAP"), we measure all of our assets and liabilities on the historical cost basis of accounting. |
Use of Estimates | Use of Estimates. The consolidated financial statements have been prepared in conformity with GAAP. These principles require the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value and the Fair Value Input Hierarchy | Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect our accounting for net assets acquired in acquisition transactions and certain financial assets and liabilities, such as our common stock warrant liability. Fair value measurements are also used in our periodic assessments of long-lived tangible and intangible assets for possible impairment, including for property and equipment, goodwill, and other intangible assets. Fair value is defined as the expected 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. GAAP categorizes the inputs used for fair value into a three-level hierarchy. “Level 1” inputs are most readily observable, such as quoted prices in an active market for identical assets or liabilities; “Level 2” inputs, such as observable inputs for similar assets in less active markets; and “Level 3” inputs, which are unobservable and may include metrics that market participants would use to estimate values, such as revenue and earnings multiples and relative rates of return. |
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. |
Inventories | Inventories. Inventories consist primarily of food, beverage and retail items, and are stated at the lower of cost or net realizable value. Costs are determined using the first-in, first-out and the weighted average methods. |
Accounts Receivable | Accounts Receivable. Accounts receivable consist primarily of casino, hotel and other receivables, are typically non-interest bearing, and are carried net of an appropriate collection allowance to approximate fair value. Allowances for doubtful accounts are estimated based on specific review of customer accounts including the customers' willingness and ability to pay and nature of any collateral, if any, as well as historical collection experience and current economic and business conditions. Accounts are written off when management deems the account to be uncollectible and recoveries of accounts previously written off are recorded when received. |
Property and Equipment | Property and Equipment. Property and equipment are stated at cost and are capitalized and depreciated while normal repairs and maintenance are charged to expense. A significant amount of the Company’s property and equipment was acquired through business combinations and therefore recognized at fair value at the acquisition date. Gains or losses on dispositions of property and equipment are included in operating expenses, effectively as adjustments to depreciation estimates. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the use of the asset (or asset group) and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the term of the lease, whichever is appropriate under the circumstances. We determine the estimated useful lives based on our experience with similar assets, estimated usage of the asset, and industry practice. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively. Depreciation and amortization is provided over the following estimated useful lives: Land improvements 15 to 18 years Buildings and improvements 3 to 44 years Furniture, fixtures and equipment 2 to 10 years |
Leases | Leases. We lease certain property and equipment used in our operations under long-term operating leases some of which include scheduled increases in minimum rents. These operating lease payments are recognized as rent expense with scheduled rent increases recognized on a straight-line basis over the initial lease term. Some of our property and equipment is held under capital leases. These assets are included in property and equipment and amortized over the term of the lease. We do not report rent expense for capital leases. Rather, rental payments under the lease are recognized as a reduction of the capital lease obligation and interest expense. |
Goodwill and Indefinite-lived Intangible Assets | Goodwill and Indefinite-lived Intangible Assets. Goodwill represents the excess of the purchase price of Bronco Billy's Casino and Hotel, Silver Slipper Casino and Hotel, Rising Star Casino Resort and Stockman’s Casino over the estimated fair value of their net tangible and other intangible assets on the acquisition date, net of subsequent impairment charges. Our other indefinite-lived intangible assets primarily include certain license rights to conduct gaming in certain jurisdictions and trade names. Goodwill and other indefinite-lived intangible assets are not amortized, but are periodically tested for impairment and the appropriateness of remaining estimated useful lives. These tests for impairment are performed annually during the fourth quarter or when a triggering event occurs. |
Finite-lived Intangible Assets | Finite-lived Intangible Assets. Our finite-lived intangible assets include customer loyalty programs, land lease acquisition costs and water rights. Finite-lived intangible assets are amortized over the shorter of their contractual or economic lives. We periodically evaluate the remaining useful lives of these intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization and the possible need for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. |
Debt Issuance Costs | Debt Issuance Costs and Debt Discounts. Debt issuance costs and debt discounts incurred in connection with the issuance of debt have been included as a component of the carrying amount of debt and are amortized over the contractual term of the debt to interest expense using the effective interest method. When our existing debt agreements are modified, we amortize such costs to interest expense using the effective interest method over the terms of the modified debt agreement. |
Revenue Recognition and Promotional Allowances | Revenue Recognition and Promotional Allowances. Casino revenue is the aggregate net difference between gaming wins and losses, with certain liabilities recognized including progressive jackpots, earned customer-loyalty incentives, funds deposited by customers before gaming play occurs and for chips and tokens in the customers’ possession. 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 liabilities 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. Revenues are recognized net of certain sales incentives and, accordingly, cash incentives for gambling activity such as cash back and free play have 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 revenues and then deducted as promotional allowances to arrive at net revenues. The estimated costs of providing these promotional allowances are primarily included in casino operating expenses. |
Advertising Costs | Advertising Costs. Costs for advertising are expensed as incurred or the first time the advertising takes place and are included in selling, general and administrative expenses. |
Customer Loyalty Programs | Customer Loyalty Programs. We have customer loyalty programs at each of our properties – the Silver Slipper Casino Players Club, Bronco Billy’s MVP “Most Valuable Players” Club, Rising Star Rewards Club™, Grand Lodge Players Advantage Club® and Stockman’s Winner’s Club. Under these programs, customers earn points based on their volume of wagering that may be redeemed for various benefits, such as free play, cash back, complimentary dining, or hotel stays, among others, depending on each property’s specific offers. Unredeemed points are forfeited if the customer becomes and remains inactive for a specified period of time. |
Project Development and Acquisition Costs | Project Development and Acquisition Costs . Project development and acquisition costs consist of amounts expended on the pursuit of new business opportunities and acquisitions, which are expensed as incurred. |
Share-based Compensation | Share-based Compensation. Share-based compensation costs are measured at the grant date, based on the estimated fair value of the award using the Black-Scholes option pricing model for stock options, and based on the closing share price of the Company's stock on the grant date for other share-based awards. The cost is recognized as an expense on a straight-line basis over the employee's requisite service period (the vesting period of the award) net of forfeitures, which are recognized as they occur. |
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. Effective January 1, 2017, the Company adopted Accounting Standards Update ("ASU") No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” (“ASU 2015-17”) issued by the Financial Accounting Standards Board. This update requires that deferred tax liabilities and assets, along with any related valuation allowance, be classified as non-current in a classified statement of financial position. The update allows for retrospective application. Accordingly, as of December 31, 2016, we reclassified the current portion of deferred tax assets of $42,000 and the current portion of deferred tax liabilities of $723,000 , to non-current deferred tax liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are provided against deferred tax assets when it is deemed more likely than not that some portion or all of the deferred tax asset will not be realized within a reasonable time period. Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”) and other tax authorities. Positions taken in tax returns are sometimes subject to uncertainty in the tax laws and may not ultimately be accepted by the IRS or other tax authorities. We assess our tax positions using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50 percent likely of being realized. Additionally, we recognize accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
Earnings (loss) per share | Earnings (loss) per share. Earnings (loss) per share is computed by dividing net income (loss) applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially-dilutive securities, including stock options and warrants, using the treasury stock method. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures. In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 has been amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-11 and ASU 2016-12, which the FASB issued in August 2015, March 2016, April 2016, May 2016 and May 2016, respectively. The effective date for the amended ASU 2014-09 is for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. ASU 2014-09 outlines a new, single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including gaming industry specific guidance. ASU 2014-09 also provides a five-step analysis in determining how and when the revenue is recognized and will require revenue recognition to represent the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. Revenues are defined as inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations. The Company adopted the accounting standard relating to revenue recognition during the first quarter of 2018 and is in the process of implementing the new guidance and continues to assess the impacts it will have on its consolidated financial statements and footnote disclosures. The standard permits the use of either the retrospective or modified retrospective transition method. The Company has identified the following impacts under the new revenue recognition standard as the Company: (i) will no longer be permitted to recognize revenues for complimentary goods and services provided to customers as an inducement to gamble as gross revenue with a corresponding offset to promotional allowances to arrive at net revenues, as the Company expects the majority of such amounts will offset casino revenues, and (ii) will change the manner the Company accrues customer benefits related to its customer loyalty programs as the resulting liabilities will be recorded using the retail value of such benefits. The quantitative effects of these changes along with the transition method are still being analyzed. Management believes that there are no other recently issued accounting standards not yet effective that are likely to have a material impact on our financial statements. |
ORGANIZATION (Tables)
ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Properties | The following table identifies the properties along with their dates of acquisition and locations: Property Acquisition Date Location Silver Slipper Casino and Hotel 2012 Hancock County, MS (near New Orleans) Bronco Billy's Casino and Hotel 2016 Cripple Creek, CO (near Colorado Springs) Rising Star Casino Resort 2011 Rising Sun, IN (near Cincinnati) Stockman’s Casino 2007 Fallon, NV (one hour east of Reno) Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino) 2011 Incline Village, NV (North Shore of Lake Tahoe) |
BASIS OF PRESENTATION AND SUM24
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Depreciation and amortization is provided over the following estimated useful lives: Land improvements 15 to 18 years Buildings and improvements 3 to 44 years Furniture, fixtures and equipment 2 to 10 years |
Schedule of retail value and estimated cost of providing room, food and beverage and other incentives | The amounts in promotional allowances and the estimated cost of such promotional allowances are noted in the tables below: Retail Value of Promotional Allowances (In thousands) Year Ended December 31, 2017 2016 Food and beverage $ 20,602 $ 18,872 Rooms 7,177 7,090 Other incentives 1,227 1,458 $ 29,006 $ 27,420 Costs of Providing Promotional Allowances (In thousands) Year Ended December 31, 2017 2016 Food and beverage $ 20,462 $ 17,324 Rooms 4,584 4,426 Other incentives 855 975 $ 25,901 $ 22,725 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Cash and equivalents $ 2,682 Other current assets 258 Property and equipment 16,694 Goodwill 4,806 Gaming licenses 7,000 Trade names 1,800 Total assets 33,240 Current liabilities 2,189 Net assets acquired $ 31,051 |
Business Acquisition, Pro Forma Information | Pro Forma Consolidated Statement of Operations (In thousands except per share data, unaudited) Year Ended December 31, Net revenues $ 154,734 Net loss (5,818 ) Basic and diluted loss per share (0.30 ) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2017 2016 Land and improvements $ 15,376 $ 14,548 Buildings and improvements 106,728 102,410 Furniture and equipment 41,281 37,312 Construction in progress 2,723 868 166,108 155,138 Less accumulated depreciation and amortization (52,050 ) (43,673 ) $ 114,058 $ 111,465 |
Schedule of leased property and equipment | Property and equipment included assets under capitalized leases related to our hotel at Rising Star Casino Resort (Note 8) as follows (in thousands): December 31, 2017 2016 Leased land and improvements $ 215 $ 215 Leased buildings and improvements 5,787 5,787 Leased furniture and equipment 1,724 1,724 7,726 7,726 Less accumulated amortization (2,087 ) (1,586 ) $ 5,639 $ 6,140 |
GOODWILL AND INTANGIBLES (Table
GOODWILL AND INTANGIBLES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following tables set forth changes in the carrying value of goodwill by segment (in thousands): December 31, 2017 Gross Carrying Value Additions Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ — $ 14,671 Bronco Billy's Casino and Hotel 4,806 — — 4,806 Rising Star Casino Resort 1,647 — (1,647 ) — Northern Nevada 5,809 — (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 26,933 $ — $ (5,647 ) $ 21,286 December 31, 2016 Gross Carrying Value Additions Accumulated Impairments Balance at End of the Year Silver Slipper Casino and Hotel $ 14,671 $ — $ — $ 14,671 Bronco Billy's Casino and Hotel — 4,806 — 4,806 Rising Star Casino Resort 1,647 — (1,647 ) — Northern Nevada 5,809 — (4,000 ) 1,809 Goodwill, net of accumulated impairment losses $ 22,127 $ 4,806 $ (5,647 ) $ 21,286 |
Schedule of other intangible assets, net | The following tables set forth changes in the carrying value of intangible assets (in thousands): December 31, 2017 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (163 ) — 1,257 Gaming Licenses Indefinite 17,981 — (10,203 ) 7,778 Trade Names Indefinite 1,800 — — 1,800 Trademarks Indefinite 101 — — 101 $ 28,902 $ (7,763 ) $ (10,203 ) $ 10,936 December 31, 2016 Estimated Life (Years) Gross Carrying Value Accumulated Amortization Accumulated Impairments, Net Intangible Assets, Net Customer Loyalty Programs 3 $ 7,600 $ (7,600 ) $ — $ — Land Lease and Water Rights 46 1,420 (132 ) — 1,288 Gaming Licenses Indefinite 17,981 — (10,203 ) 7,778 Trade Names Indefinite 1,800 — — 1,800 Trademarks Indefinite 100 — — 100 $ 28,901 $ (7,732 ) $ (10,203 ) $ 10,966 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities, Current [Abstract] | |
Schedule of other accrued expenses | Other accrued expenses consisted of the following (in thousands): December 31, 2017 2016 Player club points and progressive jackpots $ 3,166 $ 2,901 Real estate and personal property taxes 1,564 1,538 Gaming and other taxes 1,801 1,667 Gaming related accruals 442 622 Accrued rent 1,032 443 Other 841 825 $ 8,846 $ 7,996 |
LONG-TERM DEBT, SUBSEQUENT EV29
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt, net of current portion | Long-term debt, related discounts and issuance costs consisted of the following: (In thousands) December 31, 2017 Outstanding Principal Unamortized Discount Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 41,063 $ — $ (313 ) $ 40,750 Revolving Loan — — — — Second Term Loan 55,000 (305 ) (879 ) 53,816 96,063 (305 ) (1,192 ) 94,566 Less current portion (1,000 ) — — (1,000 ) $ 95,063 $ (305 ) $ (1,192 ) $ 93,566 (In thousands) December 31, 2016 Outstanding Principal Unamortized Discount Unamortized Debt Issuance Costs Long-term Debt, Net First Term Loan $ 43,312 $ — $ (561 ) $ 42,751 Revolving Loan — — — — Second Term Loan 55,000 (469 ) (1,348 ) 53,183 98,312 (469 ) (1,909 ) 95,934 Less current portion (1,688 ) — — (1,688 ) $ 96,624 $ (469 ) $ (1,909 ) $ 94,246 |
Schedule of maturities of long-term debt | Future maturities under the First Lien and Second Lien Credit Facilities ("Prior Facilities") and Notes follow (in thousands): Prior Facilities Notes 2018 $ 2,250 $ 1,000 2019 93,813 1,000 2020 — 1,000 2021 — 1,000 2022 — 1,000 Thereafter — 95,000 $ 96,063 $ 100,000 |
CAPITAL LEASE OBLIGATION (Table
CAPITAL LEASE OBLIGATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Capital [Abstract] | |
Schedule of future minimum lease payments and the present value of such payments related to the capital lease | Future minimum lease payments and the present value of such payments based on this amendment related to the capital lease, as of December 31, 2017, are as follows (in thousands): 2018 $ 631 2019 744 2020 680 2021 652 2022 652 Thereafter 3,151 Total minimum lease payments 6,510 Less: amount representing interest (1,228 ) Present value of minimum lease payments $ 5,282 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax provision | The income tax provision (benefit) attributable to our loss before income taxes consisted of the following (in thousands): Years Ended December 31, 2017 2016 Current: Federal $ — $ — State — — — — Deferred: Federal 1,278 (1,383 ) State (686 ) (505 ) (Decrease) increase in valuation allowance (742 ) 2,518 (150 ) 630 $ (150 ) $ 630 |
Schedule of effective income tax rate reconciliation | A reconciliation of the federal income tax statutory rate and the Company’s effective tax rate is as follows (in thousands): Years Ended December 31, 2017 2016 Percent Amount Percent Amount Federal income tax benefit at U.S. statutory rate 34.0 % $ (1,760 ) 34.0 % $ (1,518 ) State taxes, net of federal benefit 8.7 % (452 ) 7.5 % (333 ) Change in valuation allowance, exclusive of Tax Reform impact (57.5 )% 2,979 (56.5 )% 2,518 Effect of Tax Reform on net deferred taxes 17.2 % (890 ) — % — Permanent differences (1.7 )% 91 (2.1 )% 95 Credits 2.2 % (116 ) 2.9 % (129 ) Other — % (2 ) 0.1 % (3 ) 2.9 % $ (150 ) (14.1 )% $ 630 |
Schedule of deferred tax assets and liabilities | Our deferred tax assets (liabilities) consisted of the following (in thousands): December 31, 2017 2016 Deferred tax assets: Deferred compensation $ 438 $ 655 Depreciation of fixed assets — 42 Intangible assets and amortization 4,415 6,830 Net operating loss carry-forwards 4,505 2,861 Accrued expenses 772 1,077 Allowance for doubtful accounts 24 19 Credits 336 220 Common stock warrant liability 541 263 Charitable contribution carry-forward 72 90 Valuation allowance (9,011 ) (9,753 ) 2,092 2,304 Deferred tax liabilities: Depreciation of fixed assets (910 ) (631 ) Amortization of indefinite-lived intangibles (1,757 ) (1,907 ) Prepaid expenses (651 ) (1,055 ) Effect of state taxes on future federal returns (505 ) (585 ) Other (26 ) (33 ) (3,849 ) (4,211 ) $ (1,757 ) $ (1,907 ) |
SETTLEMENTS, COMMITMENTS AND 32
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | The Company was obligated under non-cancellable operating leases to make future minimum lease payments as follows (in thousands): 2018 $ 3,561 2019 3,589 2020 3,250 2021 3,114 2022 3,119 Thereafter 34,600 $ 51,233 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of unvested common stock options | The following table summarizes information related to our common stock options: Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Options outstanding at January 1, 2017 2,057,950 $ 1.42 Granted 479,990 2.32 Exercised (46,666 ) 1.56 Canceled/Forfeited — — Options outstanding at December 31, 2017 2,491,274 $ 1.59 7.76 $ 5,736,488 Options exercisable at December 31, 2017 1,327,068 $ 1.37 7.24 $ 3,340,061 |
Schedule of option valuation assumptions | Option valuation weighted-average assumptions were as follows: For the year ended December 31, 2017 2016 Expected volatility 43.67% 43.87% Expected dividend yield —% —% Expected term (in years) 5.87 5.70 Weighted average risk free rate 2.00% 1.41% |
FAIR VALUE OF FINANCIAL INSTR34
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following tables present the fair value of those assets and liabilities measured on a recurring basis as of December 31, 2017 and 2016 (in thousands). See Note 7 for further information regarding our common stock warrant liability. December 31, 2017 Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 2,496 $ 2,496 December 31, 2016 Level 1 Level 2 Level 3 Total Common stock warrant liability $ — $ — $ 1,117 $ 1,117 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of selected statement of operations and balance sheet data | The following tables present the Company's segment information: (In thousands) For the Year Ended, December 31, December 31, Net Revenues Silver Slipper Casino and Hotel $ 64,046 $ 59,093 Bronco Billy's Hotel and Casino 26,222 16,220 Rising Star Casino Resort 49,751 49,472 Northern Nevada Casinos 21,248 21,207 $ 161,267 $ 145,992 Adjusted Property EBITDA Silver Slipper Casino and Hotel $ 10,733 $ 9,994 Bronco Billy's Hotel and Casino 4,758 3,423 Rising Star Casino Resort 2,678 2,931 Northern Nevada Casinos 2,789 3,941 20,958 20,289 Other operating expenses: Depreciation and amortization (8,602 ) (7,928 ) Corporate expenses (4,491 ) (4,105 ) Project development and acquisition costs (284 ) (1,314 ) Gain (loss) on asset disposals, net 1 (344 ) Share-based compensation (525 ) (409 ) Operating income 7,057 6,189 Other expenses Interest expense, net of capitalized interest (10,856 ) (9,486 ) Debt modification costs — (624 ) Adjustment to fair value of warrants (1,379 ) (543 ) (12,235 ) (10,653 ) Loss before income taxes (5,178 ) (4,464 ) (Benefit) provision for income taxes (150 ) 630 Net loss $ (5,028 ) $ (5,094 ) (In thousands) December 31, December 31, Total Assets Silver Slipper Casino and Hotel $ 80,780 $ 79,975 Bronco Billy's Hotel and Casino 35,567 36,732 Rising Star Casino Resort 36,327 36,444 Northern Nevada Casinos 12,235 12,722 Corporate and Other 8,576 11,333 $ 173,485 $ 177,206 (In thousands) December 31, December 31, Property and Equipment, net Silver Slipper Casino and Hotel $ 58,059 $ 58,856 Bronco Billy's Hotel and Casino 15,276 16,020 Rising Star Casino Resort 30,534 29,819 Northern Nevada Casinos 7,868 6,202 Corporate and Other 2,321 568 $ 114,058 $ 111,465 |
ORGANIZATION (Details)
ORGANIZATION (Details) | Dec. 31, 2017casino |
Real Estate Properties [Line Items] | |
Number of casinos operated | 5 |
Owned or leased properties | |
Real Estate Properties [Line Items] | |
Number of casinos operated | 4 |
Owned by third party | |
Real Estate Properties [Line Items] | |
Number of casinos operated | 1 |
BASIS OF PRESENTATION AND SUM37
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Advertising costs included in selling, general and administrative expenses | $ 3,700,000 | $ 3,400,000 |
Liability for estimated cost of benefits included in accrued player club points and progressive jackpots | $ 1,300,000 | $ 1,300,000 |
Antidilutive securities excluded from EPS calculation (in shares) | 3,497,842 | 3,064,518 |
Accounting Standards Update 2015-17 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Current deferred tax assets | $ (42,000) | |
Current deferred tax liabilities | $ (723,000) |
BASIS OF PRESENTATION AND SUM38
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | Land improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 15 years |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 3 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 2 years |
Maximum | Land improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 18 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 44 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment useful life | 10 years |
BASIS OF PRESENTATION AND SUM39
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Retail Value and Estimated Cost of Providing Room, Food and Beverage and Other Incentives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Food and beverage | $ 12,528 | $ 9,804 |
Rooms | 1,084 | 969 |
Other incentives | 1,923 | 1,561 |
Promotional allowances | 29,006 | 27,420 |
Retail Value of Promotional Allowances | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Food and beverage | 20,602 | 18,872 |
Rooms | 7,177 | 7,090 |
Other incentives | 1,227 | 1,458 |
Promotional allowances | 29,006 | 27,420 |
Costs of Providing Promotional Allowances | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Food and beverage | 20,462 | 17,324 |
Rooms | 4,584 | 4,426 |
Other incentives | 855 | 975 |
Promotional allowances | $ 25,901 | $ 22,725 |
ACQUISITION (Details)
ACQUISITION (Details) $ in Thousands | May 13, 2016USD ($)casino | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Goodwill | $ 21,286 | $ 21,286 | $ 21,286 | |
Bronco Billy's Casino and Hotel | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 31,100 | |||
Number of casino licensed operations acquired | casino | 3 | |||
Proceeds from issuance of debt | $ 35,000 | |||
Goodwill | $ 4,806 | |||
Acquisition related costs | 600 | |||
Revenue since acquisition | 16,200 | |||
Operating income since acquisition | 2,200 | |||
Net income since acquisition | $ 2,000 | |||
Bronco Billy's Casino and Hotel | Acquisition-related Costs Including Depreciation and Amortization, Tax expense and Excluding Non-Recurring Expenses | ||||
Business Acquisition [Line Items] | ||||
Adjustment to pro-forma net income for non-recurring expenses | $ 1,400 |
ACQUISITION - Assets Acquired a
ACQUISITION - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | May 13, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 21,286 | $ 21,286 | |
Bronco Billy's Casino and Hotel | |||
Business Acquisition [Line Items] | |||
Cash and equivalents | $ 2,682 | ||
Other current assets | 258 | ||
Property and equipment | 16,694 | ||
Goodwill | 4,806 | ||
Total assets | 33,240 | ||
Current liabilities | 2,189 | ||
Net assets acquired | 31,051 | ||
Gaming licenses | Bronco Billy's Casino and Hotel | |||
Business Acquisition [Line Items] | |||
Intangible assets | 7,000 | ||
Trade names | Bronco Billy's Casino and Hotel | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 1,800 |
ACQUISITION - Pro Forma Consoli
ACQUISITION - Pro Forma Consolidated Statement of Operations (Details) - Bronco Billy's Casino and Hotel $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Net revenues | $ | $ 154,734 |
Net loss | $ | $ (5,818) |
Basic loss per share (in dollars per share) | $ / shares | $ (0.30) |
Diluted loss per share (in dollars per share) | $ / shares | $ (0.30) |
PROPERTY AND EQUIPMENT, NET - P
PROPERTY AND EQUIPMENT, NET - Property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 166,108 | $ 155,138 |
Less accumulated depreciation and amortization | (52,050) | (43,673) |
Property and equipment, net of accumulated depreciation | 114,058 | 111,465 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,376 | 14,548 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 106,728 | 102,410 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41,281 | 37,312 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,723 | $ 868 |
PROPERTY AND EQUIPMENT, NET - L
PROPERTY AND EQUIPMENT, NET - Leased property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | $ 7,726 | $ 7,726 |
Less accumulated amortization | (2,087) | (1,586) |
Leased property and equipment net | 5,639 | 6,140 |
Leased land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | 215 | 215 |
Leased buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | 5,787 | 5,787 |
Leased furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Leased property and equipment gross | $ 1,724 | $ 1,724 |
GOODWILL AND INTANGIBLES (Detai
GOODWILL AND INTANGIBLES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | $ 26,933,000 | $ 22,127,000 |
Goodwill, Acquired During Period | 0 | 4,806,000 |
Accumulated Impairments | (5,647,000) | (5,647,000) |
Goodwill | 21,286,000 | 21,286,000 |
Goodwill impairment | 0 | 0 |
Silver Slipper Casino and Hotel | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 14,671,000 | 14,671,000 |
Goodwill, Acquired During Period | 0 | 0 |
Accumulated Impairments | 0 | 0 |
Goodwill | 14,671,000 | 14,671,000 |
Bronco Billy's Casino and Hotel | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 4,806,000 | 0 |
Goodwill, Acquired During Period | 0 | 4,806,000 |
Accumulated Impairments | 0 | 0 |
Goodwill | 4,806,000 | 4,806,000 |
Rising Star Casino Resort | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 1,647,000 | 1,647,000 |
Goodwill, Acquired During Period | 0 | 0 |
Accumulated Impairments | (1,647,000) | (1,647,000) |
Goodwill | 0 | 0 |
Northern Nevada | ||
Goodwill and Other Intangibles [Line Items] | ||
Goodwill, gross | 5,809,000 | 5,809,000 |
Goodwill, Acquired During Period | 0 | 0 |
Accumulated Impairments | (4,000,000) | (4,000,000) |
Goodwill | $ 1,809,000 | $ 1,809,000 |
GOODWILL AND INTANGIBLES - Othe
GOODWILL AND INTANGIBLES - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible assets, net (excluding goodwill) [Abstract] | ||
Intangible Assets, Gross Carrying Value | $ 28,902 | $ 28,901 |
Intangible Assets, Accumulated Amortization | (7,763) | (7,732) |
Intangible Assets, Accumulated Impairments, Net | (10,203) | (10,203) |
Intangible Asset, Net | 10,936 | 10,966 |
Gaming Licenses | ||
Non-amortizing intangible assets: | ||
Gross Carrying Value | 17,981 | 17,981 |
Accumulated Impairments, Net | (10,203) | (10,203) |
Intangible Asset, Net | 7,778 | 7,778 |
Trade Names | ||
Non-amortizing intangible assets: | ||
Gross Carrying Value | 1,800 | 1,800 |
Accumulated Impairments, Net | 0 | 0 |
Intangible Asset, Net | 1,800 | 1,800 |
Trademarks | ||
Non-amortizing intangible assets: | ||
Gross Carrying Value | 101 | 100 |
Accumulated Impairments, Net | 0 | 0 |
Intangible Asset, Net | $ 101 | $ 100 |
Customer Loyalty Programs | ||
Amortizing intangible assets: | ||
Estimated Life (Years) | 3 years | 3 years |
Gross Carrying Value | $ 7,600 | $ 7,600 |
Accumulated Amortization | (7,600) | (7,600) |
Intangible Assets, Net | $ 0 | $ 0 |
Land Lease and Water Rights | ||
Amortizing intangible assets: | ||
Estimated Life (Years) | 46 years | 46 years |
Gross Carrying Value | $ 1,420 | $ 1,420 |
Accumulated Amortization | (163) | (132) |
Intangible Assets, Net | $ 1,257 | $ 1,288 |
GOODWILL AND INTANGIBLES - Cust
GOODWILL AND INTANGIBLES - Customer Loyalty Programs (Details) - Customer Loyalty Programs - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | $ 7,600 | $ 7,600 |
Silver Slipper Casino and Hotel | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | 5,900 | |
Rising Star Casino Resort | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Value of intangible assets | $ 1,700 |
GOODWILL AND INTANGIBLES - Land
GOODWILL AND INTANGIBLES - Land Lease and Water Rights (Details) - Silver Slipper Casino Venture, LLC - Cure Land Company, LLC - Land Lease and Water Rights $ in Millions | Dec. 31, 2017USD ($) |
Goodwill and Other Intangibles [Line Items] | |
Excess fair value of land over estimated net present value of land lease payments | $ 1 |
Fair value of water rights based on current market rate | $ 0.4 |
GOODWILL AND INTANGIBLES - Trad
GOODWILL AND INTANGIBLES - Trade Names (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Bronco Billy's Casino and Hotel | Trade names | |
Indefinite-lived Intangible Assets [Line Items] | |
Period of existence (approximately) | 25 years |
GOODWILL AND INTANGIBLES - Curr
GOODWILL AND INTANGIBLES - Current & Future Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 31 | $ 31 |
2,018 | 31 | |
2,019 | 31 | |
2,020 | 31 | |
2,021 | 31 | |
2,022 | 31 | |
Thereafter | $ 1,100 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities, Current [Abstract] | ||
Player club points and progressive jackpots | $ 3,166 | $ 2,901 |
Real estate and personal property taxes | 1,564 | 1,538 |
Gaming and other taxes | 1,801 | 1,667 |
Gaming related accruals | 442 | 622 |
Accrued rent | 1,032 | 443 |
Other | 841 | 825 |
Accrued liabilities | $ 8,846 | $ 7,996 |
LONG-TERM DEBT, SUBSEQUENT EV52
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY - Long-term Debt Narrative (Details) - Senior secured notes due 2024 - Subsequent Event - Senior secured notes due 2024 | Feb. 02, 2018USD ($) |
Debt Instrument [Line Items] | |
Secured debt | $ 100,000,000 |
Original issue discount, (as a percent) | 2.00% |
Minimum base rate | 1.00% |
Periodic payment, principal | $ 250,000 |
Minimum | |
Debt Instrument [Line Items] | |
Applicable margin rate | 7.00% |
Maximum | |
Debt Instrument [Line Items] | |
Applicable margin rate | 7.50% |
LONG-TERM DEBT, SUBSEQUENT EV53
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY - Prior Credit Facilities Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Term Loan | Capital One Bank | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 45,000,000 | |
Term Loan | Abc Funding LLC | Second Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 55,000,000 | $ 20,000,000 |
Proceeds from issuance of debt | 35,000,000 | |
Revolving Credit Facility | Capital One Bank | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 2,000,000 | |
Line of Credit | Capital One Bank | First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Minimum base rate | 1.00% | |
Applicable margin rate | 4.25% | |
Line of Credit | Term Loan | Abc Funding LLC | Second Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Interest rate | 13.50% | |
Prepayment penalty | 2.00% |
LONG-TERM DEBT, SUBSEQUENT EV54
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY - Schedule of Long-term Debt, Related Discounts and Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Outstanding Principal | $ 96,063 | $ 98,312 |
Unamortized Discount | (305) | (469) |
Unamortized Debt Issuance Costs | (1,192) | (1,909) |
Long-term Debt, Net | 94,566 | 95,934 |
Outstanding Principal, Current Portion | (1,000) | (1,688) |
Unamortized Discount, Current Portion | 0 | 0 |
Unamortized Debt Issuance Costs, Current Portion | 0 | 0 |
Long-term Debt, Net, Current Portion | (1,000) | (1,688) |
Outstanding Principal, Excluding Current Portion | 95,063 | 96,624 |
Unamortized Discount, Excluding Current Portion | (305) | (469) |
Unamortized Debt Issuance Costs, Excluding Current Portion | (1,192) | (1,909) |
Long-term Debt, Net, Excluding Current Portion | 93,566 | 94,246 |
Term Loan | First Lien Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 41,063 | 43,312 |
Unamortized Discount | 0 | 0 |
Unamortized Debt Issuance Costs | (313) | (561) |
Long-term Debt, Net | 40,750 | 42,751 |
Term Loan | Second Lien Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 55,000 | 55,000 |
Unamortized Discount | (305) | (469) |
Unamortized Debt Issuance Costs | (879) | (1,348) |
Long-term Debt, Net | 53,816 | 53,183 |
Revolving Credit Facility | First Lien Credit Agreement | Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding Principal | 0 | 0 |
Unamortized Discount | 0 | 0 |
Unamortized Debt Issuance Costs | 0 | 0 |
Long-term Debt, Net | $ 0 | $ 0 |
LONG-TERM DEBT, SUBSEQUENT EV55
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY - Scheduled Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Feb. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||
2,018 | $ 2,250 | ||
2,019 | 93,813 | ||
2,020 | 0 | ||
2,021 | 0 | ||
2,022 | 0 | ||
Thereafter | 0 | ||
Outstanding Principal | $ 96,063 | $ 98,312 | |
Subsequent Event | Senior secured notes due 2024 | |||
Debt Instrument [Line Items] | |||
2,018 | $ 1,000 | ||
2,019 | 1,000 | ||
2,020 | 1,000 | ||
2,021 | 1,000 | ||
2,022 | 1,000 | ||
Thereafter | 95,000 | ||
Outstanding Principal | $ 100,000 |
LONG-TERM DEBT, SUBSEQUENT EV56
LONG-TERM DEBT, SUBSEQUENT EVENT AND COMMON STOCK WARRANT LIABILITY - Common Stock Warrant Liability Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 13, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||
Warrants, fair value at issuance | $ 1,117 | $ 2,689 | $ 1,117 | |
Change in fair value of stock warrants | $ 1,379 | $ 543 | ||
Expected contractual term | 3 years 10 months 1 day | 3 years 4 months 17 days | ||
Expected volatility rate | 47.55% | 47.68% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Expected risk-free interest rate | 2.10% | 1.68% | ||
Line of Credit | Second Lien Credit Agreement | Warrant to Purchase Common Equity | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued (in shares) | 1,006,568 | |||
Warrants granted as a percent of outstanding common equity | 5.00% | |||
Warrant exercise price (in USD per share) | $ 1.67 | |||
Warrants, period for measuring warrant exercise price | 60 days | |||
Warrants, period for mandatory registration rights | 2 years | |||
Warrants, redemption rights, decrease in aggregate principal balance on second lien facility | 50.00% | |||
Warrant, redemption rights, period for measuring repurchase value | 21 days | |||
Warrants, fair value at issuance | $ 600 | |||
Line of credit, expected term | 3 years 6 months | |||
Change in fair value of stock warrants | $ 500 | $ 1,400 | ||
Unsecured Debt | Second Lien Credit Agreement | Warrant to Purchase Common Equity | ||||
Class of Warrant or Right [Line Items] | ||||
Term | 4 years | |||
Interest rate | 13.25% |
CAPITAL LEASE OBLIGATION (Detai
CAPITAL LEASE OBLIGATION (Detail Textuals) - Rising Star Casino Resort | Apr. 01, 2020USD ($) | Mar. 16, 2016USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)room | Mar. 31, 2017USD ($) | Sep. 30, 2017 |
Capital Leased Assets [Line Items] | ||||||||
Lease extension term | 4 years | |||||||
Capital expenditure requirement, landlord improvements | $ 1,000,000 | |||||||
Rising Sun/Ohio County First, Inc | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Number of hotel rooms | room | 104 | |||||||
Capital lease monthly payment | $ 77,537 | $ 48,537 | ||||||
Annual interest rate | 4.50% | 3.50% | ||||||
Total project costs | $ 7,700,000 | |||||||
Option price | 5,300,000 | |||||||
Option price at lease maturity | $ 1 | |||||||
Scenario, Forecast | Rising Sun/Ohio County First, Inc | ||||||||
Capital Leased Assets [Line Items] | ||||||||
Capital lease monthly payment | $ 54,326 | $ 63,537 | $ 57,537 | $ 56,537 |
CAPITAL LEASE OBLIGATION - Futu
CAPITAL LEASE OBLIGATION - Future minimum lease payments and present value (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases, Capital [Abstract] | |
2,018 | $ 631 |
2,019 | 744 |
2,020 | 680 |
2,021 | 652 |
2,022 | 652 |
Thereafter | 3,151 |
Total minimum lease payments | 6,510 |
Less: amount representing interest | (1,228) |
Present value of minimum lease payments | $ 5,282 |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current income tax | 0 | 0 |
Deferred: | ||
Federal | 1,278 | (1,383) |
State | (686) | (505) |
(Decrease) increase in valuation allowance | (742) | 2,518 |
Total deferred income tax | (150) | 630 |
Total income tax provision, amount | $ (150) | $ 630 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of income tax provision relative to continuing operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal income tax benefit at U.S. statutory rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 8.70% | 7.50% |
Change in valuation allowance, exclusive of Tax Reform impact | (57.50%) | (56.50%) |
Effect of Tax Reform on net deferred taxes | 17.20% | 0.00% |
Permanent differences | (1.70%) | (2.10%) |
Credits | 2.20% | 2.90% |
Other | 0.00% | 0.10% |
Total income tax provision, percent | 2.90% | (14.10%) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Federal income tax benefit at U.S. statutory rate | $ (1,760) | $ (1,518) |
State taxes, net of federal benefit | (452) | (333) |
Change in valuation allowance, exclusive of Tax Reform impact | 2,979 | 2,518 |
Effect of Tax Reform on net deferred taxes | (890) | 0 |
Permanent differences | 91 | 95 |
Credits | (116) | (129) |
Other | (2) | (3) |
Total income tax provision, amount | $ (150) | $ 630 |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Deferred compensation | $ 438 | $ 655 |
Depreciation of fixed assets | 0 | 42 |
Intangible assets and amortization | 4,415 | 6,830 |
Net operating loss carry-forwards | 4,505 | 2,861 |
Accrued expenses | 772 | 1,077 |
Allowance for doubtful accounts | 24 | 19 |
Credits | 336 | 220 |
Common stock warrant liability | 541 | 263 |
Charitable contribution carry-forward | 72 | 90 |
Valuation allowance | (9,011) | (9,753) |
Total deferred tax assets | 2,092 | 2,304 |
Deferred tax liabilities: | ||
Depreciation of fixed assets | (910) | (631) |
Amortization of indefinite-lived intangibles | (1,757) | (1,907) |
Prepaid expenses | (651) | (1,055) |
Effect of state taxes on future federal returns | (505) | (585) |
Other | (26) | (33) |
Total deferred tax liabilities | (3,849) | (4,211) |
Total deferred tax assets (liabilities) | $ (1,757) | $ (1,907) |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Decrease in net deferred tax asset | $ 2,800 | |
Decrease in valuation allowance | 3,700 | |
Effect of Tax Reform on net deferred taxes | 900 | |
Deferred tax liabilities relating to goodwill and other indefinite-lived intangibles | 1,757 | $ 1,907 |
General Business Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
General business credit carry-forward | 300 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry-forwards | 13,700 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry-forwards | $ 27,100 |
SETTLEMENTS, COMMITMENTS AND 63
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES - Litigation Settlements (Details) - Case Vs. Silver Slipper Casino And Hotel Contractor And Architect - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |
Settled Litigation | Construction Defects Receivable | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount | $ 675 | |||
Legal fees | $ 100 | $ 100 | ||
Positive Outcome of Litigation | Pending Litigation | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 1,600 |
SETTLEMENTS, COMMITMENTS AND 64
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES - Options to Purchase or Lease Land and Buildings (Details) - Various Buildings And Land In Cripple Creak, Colorado | 1 Months Ended |
Nov. 30, 2017USD ($)extension | |
Other Commitments [Line Items] | |
Capitalized costs under purchase option | $ 200,000 |
Number of extensions under purchase option | extension | 4 |
Duration of purchase option extensions | 1 month |
Monthly purchase option extension costs | $ 22,500 |
Option to purchase leased land | $ 2,200,000 |
Term of operating lease if option is exercised | 3 years |
Rent expense under operating lease if exercised | $ 200,000 |
Option to purchase land improvement with hotel | 1,700,000 |
Option to purchase land improvement with residence | $ 300,000 |
SETTLEMENTS, COMMITMENTS AND 65
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES - Operating Leases (Details) | Jan. 01, 2018USD ($) | Jul. 01, 2017USD ($) | Jun. 01, 2016USD ($) | Aug. 31, 2016USD ($)square_feet | Jun. 30, 2016USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($)aoption | Dec. 31, 2016USD ($) | Dec. 31, 2004USD ($)a | Dec. 31, 2018USD ($) | Jun. 30, 2017USD ($) |
Operating Leased Assets [Line Items] | |||||||||||
Rent expenses of operating lease | $ 4,100,000 | $ 3,700,000 | |||||||||
Land lease of Silver Slipper Casino site | Land Lease Agreement | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Monthly rent | $ 77,500 | ||||||||||
Percent of gross gaming revenue | 3.00% | ||||||||||
Gross gaming revenue, more than | $ 3,650,000 | ||||||||||
Rent expenses of operating lease | 1,400,000 | 1,300,000 | |||||||||
Contingent rental expense | 500,000 | 300,000 | |||||||||
Option to purchase leased land | $ 15,500,000 | ||||||||||
Retained interest in percentages of net income | 3.00% | ||||||||||
Purchase option, retained interest in percent of net income, term | 10 years | ||||||||||
New purchase price if change in ownership of Silver Slipper | $ 17,100,000 | ||||||||||
Value of land purchase option | $ 2,000,000 | ||||||||||
Land lease of Silver Slipper Casino site | Land Lease Agreement | Protected Marshland | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Area of land | a | 31 | ||||||||||
Land lease of Silver Slipper Casino site | Land Lease Agreement | Casino parcel | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Area of land | a | 7 | ||||||||||
Land subject to purchase option | a | 4 | ||||||||||
Bronco Billy's Casino and Hotel | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Right to purchase lot under lease | $ 1,200,000 | ||||||||||
Bronco Billy's Casino and Hotel | Certain Parking Lots and Buildings | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Option to purchase leased land | $ 7,600,000 | ||||||||||
Number of renewal options | option | 6 | ||||||||||
Lease extension term | 3 years | ||||||||||
Grand Lodge Casino Facility | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Rent expenses of operating lease | $ 1,900,000 | $ 1,900,000 | |||||||||
EBITDA measurement period | 12 months | ||||||||||
Rent | $ 145,833 | $ 41,667 | $ 125,000 | ||||||||
Capital expenditure requirement, gaming devices and equipment | $ 1,500,000 | ||||||||||
Termination clause period | 6 months | ||||||||||
Corporate Office | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Rent | $ 200,000 | ||||||||||
Area of office space (in square feet) | square_feet | 4,479 | ||||||||||
Lease term (in years) | 7 years 7 months | ||||||||||
Scenario, Forecast | Bronco Billy's Casino and Hotel | Certain Parking Lots and Buildings | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Rent | $ 30,000 | $ 25,000 | |||||||||
Scenario, Forecast | Grand Lodge Casino Facility | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Rent | $ 166,667 | ||||||||||
Hyatt Equities, L.L.C. | Grand Lodge Casino Facility | |||||||||||
Operating Leased Assets [Line Items] | |||||||||||
Capital expenditure requirement, landlord improvements | $ 3,500,000 |
SETTLEMENTS, COMMITMENTS AND 66
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 3,561 |
2,019 | 3,589 |
2,020 | 3,250 |
2,021 | 3,114 |
2,022 | 3,119 |
Thereafter | 34,600 |
Operating leases, future minimum payments due | $ 51,233 |
SETTLEMENTS, COMMITMENTS AND 67
SETTLEMENTS, COMMITMENTS AND CONTINGENCIES SETTLEMENTS, COMMITMENTS AND CONTINGENCIES - Defined Contribution Pension Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Matching contributions and certain other benefits | $ 0.3 | $ 0.3 |
Percentage of additional employer matching contribution | 50.00% | 50.00% |
Percentage of annual contributions per employee | 4.00% | 4.00% |
STOCKHOLDERS' EQUITY AND RELA68
STOCKHOLDERS' EQUITY AND RELATED PARTY TRANSACTION (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 10, 2016 | Oct. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||
Proceeds from issuance of common stock, net of issuance costs | $ 0 | $ 4,641 | ||
Rights Offering | ||||
Class of Warrant or Right [Line Items] | ||||
Gross proceeds from issuance of common stock | $ 5,000 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 4,640 | |||
Stock issued during period (in shares) | 3,846,154 | |||
Subscription price (in USD per share) | $ 1.30 | |||
Rights Offering, Standby Purchaser | ||||
Class of Warrant or Right [Line Items] | ||||
Stock issued during period (in shares) | 1,000,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Proceeds from exercise of stock options | $ 73 | $ 0 | |||
Intrinsic value of options exercised | 106 | ||||
Stock compensation expense | $ 500 | $ 400 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average value per share of stock option grants (in USD per share) | $ 1.02 | $ 0.67 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted (in shares) | 479,990 | ||||
Unrecognized compensation costs | $ 700 | ||||
Weighted-average period of unrecognized compensation cost expected to be recognized | 1 year 2 months 8 days | ||||
Chief Executive Officer | First anniversary | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of stock options | 25.00% | ||||
Chief Executive Officer | Monthly after first anniversary | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of stock options | 0.02083% | ||||
Chief Executive Officer | Daniel R. Lee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted (in shares) | 943,834 | ||||
Chief Financial Officer | First anniversary | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of stock options | 25.00% | ||||
Chief Financial Officer | Monthly after first anniversary | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of stock options | 0.02083% | ||||
Chief Financial Officer | Lewis Fanger | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options granted (in shares) | 300,000 | ||||
Equity Incentive Plan 2015 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for issuance | 2,500,000 | 1,400,000 | |||
Award terms | 10 years | ||||
Number of shares available for future issuance (in shares) | 1,037,906 | ||||
Equity Incentive Plan 2015 | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average value per share of stock option grants (in USD per share) | $ 2.32 | ||||
Number of stock options granted (in shares) | 180,000 | ||||
Vesting period of remaining shares | 3 years | ||||
Equity Incentive Plan 2015 | President | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average value per share of stock option grants (in USD per share) | $ 2.32 | ||||
Number of stock options granted (in shares) | 240,000 | ||||
Equity Incentive Plan 2015 | Director | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average value per share of stock option grants (in USD per share) | $ 2.32 | ||||
Number of stock options granted (in shares) | 59,990 | ||||
Vesting period of remaining shares | 1 year | ||||
Issuance of share based compensation (in shares) | 25,860 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summarizes information related to our common stock options (Details) - Stock options | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Number of Stock Options | |
Options outstanding, beginning of period (in shares) | shares | 2,057,950 |
Granted (in shares) | shares | 479,990 |
Exercised (in shares) | shares | (46,666) |
Canceled/Forfeited (in shares) | shares | 0 |
Options outstanding, end of period (in shares) | shares | 2,491,274 |
Options exercisable at end of period (in shares) | shares | 1,327,068 |
Weighted Average Exercise Price | |
Options outstanding, beginning of period (in USD per share) | $ / shares | $ 1.42 |
Granted (in USD per share) | $ / shares | 2.32 |
Exercised (in USD per share) | $ / shares | 1.56 |
Canceled/Forfeited (in USD per share) | $ / shares | 0 |
Options outstanding, end of period (in USD per share) | $ / shares | 1.59 |
Options exercisable at end of period (in USD per share) | $ / shares | $ 1.37 |
Options outstanding, weighted average remaining contractual term | 7 years 9 months 5 days |
Options outstanding, aggregate intrinsic value | $ | $ 5,736,488 |
Options exercisable, weighted average remaining contractual term | 7 years 2 months 27 days |
Options exercisable, aggregate intrinsic value | $ | $ 3,340,061 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option valuation assumptions for options granted (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 43.67% | 43.87% |
Expected dividend yield | 0.00% | 0.00% |
Expected life (in years) | 5 years 10 months 15 days | 5 years 8 months 12 days |
Weighted average risk free rate | 2.00% | 1.41% |
FAIR VALUE OF FINANCIAL INSTR72
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 2,496 | $ 1,117 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Common stock warrant liability | $ 2,496 | $ 1,117 |
SEGMENT REPORTING - Selected st
SEGMENT REPORTING - Selected statement of operations data (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 4 | |
Revenues, net | $ 161,267 | $ 145,992 |
Adjusted Property EBITDA | 20,958 | 20,289 |
Other operating costs and expenses: | ||
Depreciation and amortization | (8,602) | (7,928) |
Corporate expenses | (4,491) | (4,105) |
Project development and acquisition costs | (284) | (1,314) |
Gain (loss) on asset disposals, net | 1 | (344) |
Share-based compensation | (525) | (409) |
Operating income | 7,057 | 6,189 |
Non-operating expense (income): | ||
Interest expense, net of capitalized interest | (10,856) | (9,486) |
Debt modification costs | 0 | (624) |
Adjustment to fair value of warrants | (1,379) | (543) |
Non-operating expense | (12,235) | (10,653) |
Loss before income taxes | (5,178) | (4,464) |
(Benefit) provision for income taxes | (150) | 630 |
Net Income (loss) | (5,028) | (5,094) |
Silver Slipper Casino & Hotel | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 64,046 | 59,093 |
Adjusted Property EBITDA | 10,733 | 9,994 |
Bronco Billy's Casino and Hotel | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 26,222 | 16,220 |
Adjusted Property EBITDA | 4,758 | 3,423 |
Rising Star Casino Resort | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 49,751 | 49,472 |
Adjusted Property EBITDA | 2,678 | 2,931 |
Northern Nevada Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues, net | 21,248 | 21,207 |
Adjusted Property EBITDA | $ 2,789 | $ 3,941 |
SEGMENT REPORTING - Selected ba
SEGMENT REPORTING - Selected balance sheet data (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 173,485 | $ 177,206 |
Property and equipment, net | 114,058 | 111,465 |
Operating Segments | Silver Slipper Casino & Hotel | ||
Segment Reporting Information [Line Items] | ||
Total assets | 80,780 | 79,975 |
Property and equipment, net | 58,059 | 58,856 |
Operating Segments | Bronco Billy's Casino and Hotel | ||
Segment Reporting Information [Line Items] | ||
Total assets | 35,567 | 36,732 |
Property and equipment, net | 15,276 | 16,020 |
Operating Segments | Rising Star Casino Resort | ||
Segment Reporting Information [Line Items] | ||
Total assets | 36,327 | 36,444 |
Property and equipment, net | 30,534 | 29,819 |
Operating Segments | Northern Nevada Segment | ||
Segment Reporting Information [Line Items] | ||
Total assets | 12,235 | 12,722 |
Property and equipment, net | 7,868 | 6,202 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total assets | 8,576 | 11,333 |
Property and equipment, net | $ 2,321 | $ 568 |