UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q |
| |
(Mark One) | |
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 30, 2019 |
or |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission File No. 1-32583
FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)
|
| | |
Delaware (State or other jurisdiction of incorporation or organization) | | 13-3391527 (I.R.S. Employer Identification No.) |
| | |
One Summerlin, 1980 Festival Plaza Drive, Suite 680 Las Vegas, Nevada (Address of principal executive offices) | | 89135 (Zip Code) |
(702) 221-7800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
Title of each Class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.0001 par value per share | | FLL | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and/or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|
| | |
Large accelerated filer o | Accelerated filer þ | Emerging growth company o |
Non-accelerated filer o | Smaller reporting company þ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: Yes o No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 5, 2019, there were 26,980,360 shares of Common Stock, $0.0001 par value per share, outstanding.
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
|
| | | |
| | | Page |
PART I. Financial Information | | |
Item 1. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Item 2. | | | |
Item 3. | | | |
Item 4. | | | |
| | | |
PART II. Other Information | | |
Item 1. | | | |
Item 1A. | | | |
Item 6. | | | |
| | | |
| | |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
|
| | | | | | | | | | | | | | | |
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2019 | | 2018 | | 2019 | | 2018 |
Revenues | | | | | | | |
Casino | $ | 28,450 |
| | $ | 28,632 |
| | $ | 56,748 |
| | $ | 55,602 |
|
Food and beverage | 8,863 |
| | 8,783 |
| | 17,521 |
| | 16,722 |
|
Hotel | 3,051 |
| | 2,582 |
| | 5,766 |
| | 4,865 |
|
Other operations | 1,299 |
| | 1,230 |
| | 2,122 |
| | 1,969 |
|
Net revenues | 41,663 |
| | 41,227 |
| | 82,157 |
| | 79,158 |
|
Operating costs and expenses | |
| | |
| | |
| | |
|
Casino | 11,592 |
| | 11,282 |
| | 23,377 |
| | 22,366 |
|
Food and beverage | 9,449 |
| | 9,757 |
| | 18,818 |
| | 18,883 |
|
Hotel | 2,379 |
| | 2,652 |
| | 4,799 |
| | 5,139 |
|
Other operations | 1,072 |
| | 834 |
| | 1,841 |
| | 1,348 |
|
Selling, general and administrative | 13,027 |
| | 12,462 |
| | 25,687 |
| | 24,424 |
|
Project development and acquisition costs | 142 |
| | 130 |
| | 275 |
| | 167 |
|
Depreciation and amortization | 2,083 |
| | 2,038 |
| | 4,174 |
| | 4,206 |
|
(Gain) loss on sale or disposal of assets, net | (4 | ) | | 69 |
| | (5 | ) | | 79 |
|
| 39,740 |
| | 39,224 |
| | 78,966 |
| | 76,612 |
|
Operating income | 1,923 |
| | 2,003 |
| | 3,191 |
| | 2,546 |
|
Other (expense) income | |
| | |
| | |
| | |
|
Interest expense, net of $83 and $171 capitalized for the three-months ended June 30, 2019 and 2018, and $130 and $216 capitalized for the six-months ended June 30, 2019 and 2018 | (2,931 | ) | | (2,466 | ) | | (5,634 | ) | | (5,006 | ) |
Loss on extinguishment of debt | — |
| | — |
| | — |
| | (2,673 | ) |
Adjustment to fair value of warrants | 141 |
| | (80 | ) | | 101 |
| | 423 |
|
| (2,790 | ) |
| (2,546 | ) | | (5,533 | ) | | (7,256 | ) |
Loss before income taxes | (867 | ) | | (543 | ) | | (2,342 | ) | | (4,710 | ) |
Provision for income taxes | 143 |
| | 118 |
| | 285 |
| | 237 |
|
Net loss | $ | (1,010 | ) | | $ | (661 | ) | | $ | (2,627 | ) | | $ | (4,947 | ) |
| | | | | | | |
Basic loss per share | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.10 | ) | | $ | (0.20 | ) |
Diluted loss per share | $ | (0.04 | ) | | $ | (0.02 | ) | | $ | (0.10 | ) | | $ | (0.21 | ) |
See condensed notes to consolidated financial statements.
|
| | | | | | | |
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS |
(In thousands, except share data)
| June 30, 2019 | | December 31, 2018 |
| (Unaudited) | | |
ASSETS | | | |
Current assets | | | |
Cash and equivalents | $ | 23,908 |
| | $ | 20,634 |
|
Accounts receivable, net of allowance of $140 and $98 | 2,076 |
| | 2,035 |
|
Inventories | 1,917 |
| | 1,425 |
|
Prepaid expenses and other | 4,505 |
| | 2,899 |
|
| 32,406 |
| | 26,993 |
|
| | | |
Property and equipment, net | 120,845 |
| | 122,076 |
|
Operating lease right-of-use assets, net(1) | 18,769 |
| | — |
|
Goodwill | 21,286 |
| | 21,286 |
|
Other intangible assets, net | 11,102 |
| | 11,145 |
|
Deposits and other | 691 |
| | 772 |
|
| $ | 205,099 |
| | $ | 182,272 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
|
Current liabilities | |
| | |
|
Accounts payable | $ | 4,549 |
| | $ | 5,917 |
|
Accrued payroll and related | 4,157 |
| | 3,668 |
|
Other accrued expenses and current operating lease obligations(1) | 10,357 |
| | 9,704 |
|
Current portion of finance lease obligation | 493 |
| | 497 |
|
Current portion of long-term debt | 1,100 |
| | 1,000 |
|
Common stock warrant liability | 725 |
| | 825 |
|
| 21,381 |
| | 21,611 |
|
| | | |
Operating lease obligations, net of current portion, and other(1) | 16,794 |
| | 166 |
|
Finance lease obligation, net of current portion | 4,065 |
| | 4,324 |
|
Long-term debt, net | 102,986 |
| | 94,194 |
|
Deferred income taxes, net | 2,517 |
| | 2,232 |
|
| 147,743 |
| | 122,527 |
|
Commitments and contingencies (Notes 3, 5, 6 and 8) |
|
| |
|
|
Stockholders’ equity | |
| | |
|
Common stock, $0.0001 par value, 100,000,000 shares authorized; 28,336,955 and 28,288,764 shares issued and 26,980,360 and 26,932,169 shares outstanding | 3 |
| | 3 |
|
Additional paid-in capital | 64,173 |
| | 63,935 |
|
Treasury stock, 1,356,595 common shares | (1,654 | ) | | (1,654 | ) |
Accumulated deficit | (5,166 | ) | | (2,539 | ) |
| 57,356 |
| | 59,745 |
|
| $ | 205,099 |
| | $ | 182,272 |
|
| |
(1) | On January 1, 2019, the Company adopted Accounting Standards Codification 842 (“ASC 842”), using the modified retrospective transition method under the effective date approach, which impacts the comparability of these line items. |
See condensed notes to consolidated financial statements.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) (In thousands) |
| | | | Additional Paid-in Capital | | | | Accumulated Deficit | | Total Stockholders’ Equity |
| | Common Stock | | | Treasury Stock | | |
| | Shares | | Dollars | | | Shares | | Dollars | | |
Balance, January 1, 2019 | | 28,289 |
| | $ | 3 |
| | $ | 63,935 |
| | 1,357 |
| | $ | (1,654 | ) | | $ | (2,539 | ) | | $ | 59,745 |
|
Exercise of stock options | | 26 |
| | — |
| | 45 |
| | — |
| | — |
| | — |
| | 45 |
|
Stock-based compensation | | — |
| | — |
| | 86 |
| | — |
| | — |
| | — |
| | 86 |
|
Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,617 | ) | | (1,617 | ) |
Balance, March 31, 2019 | | 28,315 |
| | 3 |
| | 64,066 |
| | 1,357 |
| | (1,654 | ) | | (4,156 | ) | | 58,259 |
|
Stock grants | | 22 |
| | — |
| | 48 |
| | — |
| | — |
| | — |
| | 48 |
|
Stock-based compensation | | — |
| | — |
| | 59 |
| | — |
| | — |
| | — |
| | 59 |
|
Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (1,010 | ) | | (1,010 | ) |
Balance, June 30, 2019 | | 28,337 |
| | $ | 3 |
| | $ | 64,173 |
| | 1,357 |
| | $ | (1,654 | ) | | $ | (5,166 | ) | | $ | 57,356 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Additional Paid-in Capital | | | | | | Retained Earnings (Deficit) | | Total Stockholders’ Equity |
| | Common Stock | | | Treasury Stock | | |
| | Shares | | Dollars | | | Shares | | Dollars | | |
Balance, January 1, 2018 | | 24,294 |
| | $ | 2 |
| | $ | 51,868 |
| | 1,357 |
| | $ | (1,654 | ) | | $ | 1,832 |
| | $ | 52,048 |
|
Stock grants | | 34 |
| | — |
| | 104 |
| | — |
| | — |
| | — |
| | 104 |
|
Equity offering, net | | 3,943 |
| | 1 |
| | 11,425 |
| | — |
| | — |
| | — |
| | 11,426 |
|
Stock-based compensation | | — |
| | — |
| | 128 |
| | — |
| | — |
| | — |
| | 128 |
|
Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (4,286 | ) | | (4,286 | ) |
Balance, March 31, 2018 | | 28,271 |
| | 3 |
| | 63,525 |
| | 1,357 |
| | (1,654 | ) | | (2,454 | ) | | 59,420 |
|
Equity offering, net | | — |
| | — |
| | 10 |
| | — |
| | — |
| | — |
| | 10 |
|
Stock-based compensation | | 18 |
| | — |
| | 175 |
| | — |
| | — |
| | — |
| | 175 |
|
Net loss | | — |
| | — |
| | — |
| | — |
| | — |
| | (661 | ) | | (661 | ) |
Balance, June 30, 2018 | | 28,289 |
| | $ | 3 |
| | $ | 63,710 |
| | 1,357 |
| | $ | (1,654 | ) | | $ | (3,115 | ) | | $ | 58,944 |
|
See condensed notes to consolidated financial statements.
|
| | | | | | | |
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | | | |
(In thousands) | Six Months Ended June 30, |
| 2019 | | 2018 |
Cash flows from operating activities: | | | |
Net loss | $ | (2,627 | ) | | $ | (4,947 | ) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | | | |
|
Depreciation and amortization | 4,174 |
| | 4,206 |
|
Amortization of debt issuance and warrant costs | 598 |
| | 398 |
|
Stock-based compensation | 193 |
| | 407 |
|
Change in fair value of stock warrants | (101 | ) | | (423 | ) |
Change in fair value of interest rate cap | 82 |
| | 1 |
|
Loss on extinguishment of debt | — |
| | 2,673 |
|
(Gain) loss on sale or disposal of assets | (5 | ) | | 79 |
|
Increases and decreases in operating assets and liabilities: | | | |
Accounts receivable | (41 | ) | | 230 |
|
Prepaid expenses, inventories and other | (2,098 | ) | | (1,652 | ) |
Deferred taxes | 285 |
| | 237 |
|
Accounts payable and accrued expenses | (2,205 | ) | | (538 | ) |
Net cash (used in) provided by operating activities | (1,745 | ) | | 671 |
|
Cash flows from investing activities: | |
| | |
|
Purchase of property and equipment | (3,056 | ) | | (6,744 | ) |
Other | (1 | ) | | (234 | ) |
Net cash used in investing activities | (3,057 | ) | | (6,978 | ) |
Cash flows from financing activities: | |
| | |
|
Repayment of First and Second Lien Term Loans | — |
| | (96,063 | ) |
Prepayment premium of Second Lien Term Loan | — |
| | (1,100 | ) |
Proceeds from Senior Secured Notes borrowings | 10,000 |
| | 100,000 |
|
Payment of debt discount and issuance costs | (1,181 | ) | | (4,044 | ) |
Payment of Interest Rate Cap premium | — |
| | (238 | ) |
Repayment of Senior Secured Notes | (525 | ) | | (500 | ) |
Repayment of finance lease obligation | (263 | ) | | (226 | ) |
Proceeds from equity offering | — |
| | 11,435 |
|
Proceeds from exercise of stock options | 45 |
| | — |
|
Other | — |
| | (141 | ) |
Net cash provided by financing activities | 8,076 |
| | 9,123 |
|
| | | |
Net increase in cash and equivalents | 3,274 |
| | 2,816 |
|
Cash and equivalents, beginning of period | 20,634 |
| | 19,910 |
|
Cash and equivalents, end of period | $ | 23,908 |
| | $ | 22,726 |
|
| | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | |
|
Cash paid for interest, net of amounts capitalized | $ | 4,797 |
| | $ | 4,717 |
|
NON-CASH INVESTING ACTIVITIES: | |
| | |
|
Accounts payable related capital expenditures | $ | 502 |
| | $ | 2,073 |
|
See condensed notes to consolidated financial statements.
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. 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.
The Company currently operates five casinos; four are part of real estate that it owns or leases, and one is located within a hotel owned by a third party. The following table identifies the properties along with their respective 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) |
The Company manages its casinos based on geographic regions within the United States. See Note 11 for further information.
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. As permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2018 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of annualized results for an entire year.
The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect the Company’s accounting for net assets acquired in acquisition transactions and certain financial assets and liabilities, such as its interest rate cap (“Interest Rate Cap”) agreement and common stock warrant liability. Fair value measurements are also used in the Company’s 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: Observable inputs, such as quoted prices in active markets for identical assets or liabilities; |
| |
• | Level 2: Comparable inputs other than quoted prices that are observable for similar assets or liabilities in less active markets; and |
| |
• | Level 3: Unobservable inputs which may include metrics that market participants would use to estimate values, such as revenue and earnings multiples and relative rates of return. |
The Company utilizes Level 2 inputs when measuring the fair value of its Interest Rate Cap. In order to estimate the fair value of this derivative instrument, the Company obtains valuation reports from the third-party broker that issued the Interest Rate Cap. The report contemplates fair value by using inputs including market-observable data such as interest rate curves, volatilities, and information derived from or corroborated by that market-observable data (see Note 5).
The Company utilizes Level 3 inputs when measuring the fair value of net assets acquired in business combination transactions, subsequent assessments for impairment, and most financial instruments, including but not limited to the estimated fair value of common stock warrants at issuance and for recurring changes in the related warrant liability (see Note 6).
Operating Revenues and Related Costs and Expenses. The Company’s revenues consist primarily of casino gaming, food and beverage, hotel, and other revenues (such as entertainment). The majority of the Company’s revenues are derived from casino gaming, principally slot machines.
Gaming revenue is the difference between gaming wins and losses, not the total amount wagered. The Company accounts for its gaming transactions on a portfolio basis as such wagers have similar characteristics and it would not be practical to view each wager on an individual basis.
The Company sometimes provides discretionary complimentary goods and services (“discretionary comps”). For these types of transactions, the Company allocates revenue to the department providing the complimentary goods or services based upon its estimated standalone selling price, offset by a reduction in casino revenues.
Many of the Company’s customers choose to earn points under its customer loyalty programs. As points are accrued, the Company defers a portion of its gaming revenue based on the estimated standalone value of loyalty points being earned by the customer. The standalone value of loyalty points is derived from the retail value of food, beverages, hotel rooms, and other goods or services for which such points may be redeemed. A liability related to these customer loyalty points is recorded, net of estimated breakage and other factors, until the customer redeems these points, primarily for “free casino play/cash back,” complimentary dining, or hotel stays. Such liabilities were approximately $1.5 million for June 30, 2019 and $1.4 million for December 31, 2018. Upon redemption, the related revenue is recognized at retail value within the department providing the goods or services.
Revenue for food and beverage, hotel, and other revenue transactions is typically the net amount collected from the customer for such goods and services, plus the retail value of (i) discretionary comps and (ii) comps provided in return for redemption of loyalty points. The Company records such revenue as the good or service is transferred to the customer. Additionally, the Company may collect deposits in advance for future hotel reservations or entertainment, among other services, which represent obligations to the Company until the service is provided to the customer.
Income Taxes. For interim income tax reporting, it was determined that the Company’s annual effective tax rate could not be reasonably estimated. Therefore, the Company uses the cut-off method, as opposed to the annualized effective tax rate method, which would create a tax expense that is not indicative of the annual tax provision. As a result, the Company used the actual year-to-date effective tax rate to determine the tax expense incurred during the three- and six-months ended June 30, 2019 and 2018.
Reclassifications. The Company made certain minor reclassifications to prior-period amounts to conform to the current-period presentation. Such reclassifications had no effect on the previously reported net loss or stockholders’ equity.
Earnings (Loss) Per Share. Earnings (loss) per share is net income (loss) applicable to common stock divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional dilutive effects for all potentially-dilutive securities, including common stock options and warrants, using the treasury stock method.
New Accounting Pronouncement Implemented
Leases. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASC 842, which replaces the existing guidance for leases and requires expanded disclosures about leasing activities. The Company determines if a contract is or contains a lease at inception or modification of the agreement. A contract is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means that the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. ASC 842 requires a dual approach for lessee accounting under which a lessee would classify and account for leases as either finance leases or operating leases, both of which result in the lessee recognizing a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheet, as measured on a discounted basis for leases with terms greater than a year. For finance leases, the lessee will recognize interest expense associated with the lease liability and depreciation expense associated with the ROU asset; and for operating leases, the lessee will recognize straight-line rent expense. For publicly-traded companies, ASC 842 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.
Under the previous guidance for leases through December 31, 2018, rental payments for certain property and equipment used in the Company’s operations under long-term operating leases were recognized as rent expense with scheduled rent increases recognized on a straight-line basis over the initial lease term, without recording a lease asset and obligation. Rental payments for other property and equipment held under capital leases were recognized as a reduction of a capital lease obligation and interest expense. The fixed assets acquired pursuant to capital leases were included in property and equipment and amortized over the term of the lease.
Under the modified retrospective transition method, the Company elected to use the effective date approach with the period of adoption on January 1, 2019 as the date of initial application, and therefore, has elected to not recast comparative period financial information. In addition, the Company has elected the package of practical expedients permitted under the transition guidance to allow it to carry forward historical lease classifications, which includes not needing to reassess: (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) measurement of initial direct costs for any existing leases. The Company has also elected the short-term lease measurement and recognition exemption, under which the Company will not recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company has also elected the exemption to account for new and existing leases containing both lease and non-lease components (“embedded leases”) together as a single lease component by asset class for gaming-related equipment; as a result, the Company will not allocate contract consideration to the separate lease and non-lease components based on their relative standalone prices.
Finance and operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate as estimated by third-party valuation specialists in determining the present value of future payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.
3. LEASES
The Company has no material leases in which it is the lessor. As lessee, the Company has one finance lease for a hotel and various operating leases for land, casino and office space, equipment, buildings, and signage. The Company’s lease terms, including extensions, range from one month to approximately 39 years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants, but the land lease at Silver Slipper does include contingent rent as further discussed below, along with other agreements deemed material to the Company’s operations.
Operating Leases
Silver Slipper Casino Land Lease through April 2058 and Options to Purchase. In 2004, the Company’s 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 agreement includes fixed, base monthly payments of $77,500 plus contingent rents of 3% of monthly gross gaming revenue (as defined in the lease) in excess of $3.65 million with no scheduled rent increases through the remaining lease term ending in 2058. The land lease currently includes a purchase option at any time through October 1, 2027, for $15.5 million plus a seller-retained interest in Silver Slipper Casino and Hotel’s operations of 3% of net income (as defined) for 10 years following the purchase date. In the event that the Company sells or transfers either (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 mentioned above for 10 years. In either case, the Company also has an option to purchase a four-acre portion from the total 38 acres of leased land for $2.0 million in connection with the development of an owned hotel (subject to the same seller-retained interest provisions), which may be exercised at any time and would accordingly, reduce the purchase price of the remaining land by $2.0 million. There are certain other provisions within any buy-out related to water issues at the property, the cost of which is not believed to be material.
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 included monthly rent of $25,000 for the first two years of the renewal period and $30,000 for the third year that started in February 2019. In May 2019, Bronco Billy’s also exercised its second renewal option to extend the lease term through January 31, 2023, which will increase the monthly rent to $32,500 beginning in February 2021. The lease also contains a $7.6 million purchase option exercisable at any time during the lease term, or as extended, and a right of first refusal on any sale of the property.
Christmas Casino at Bronco Billy’s through August 2021 and Option to Purchase. As part of the Bronco Billy’s expansion, the Company leased a closed casino in August 2018 and opened it as the rebranded Christmas Casino in November 2018. The lease includes a minimum three-year term with annual lease payments of $0.2 million, and can be extended an additional two years with annual lease payments of $0.3 million. The Company can also purchase the casino at any time during the lease term, or as extended. The purchase price is $2.5 million, if bought by October 31, 2019, and increases by $0.1 million on each anniversary thereafter up to $2.8 million.
Grand Lodge Casino Lease through August 2023. The Company’s 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 in the lease) and is subordinate to the liens of the senior secured notes due 2024 (see Note 5). Hyatt has an option, which began on January 1, 2019, to purchase the Company’s 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. The current monthly rent of $166,667 is applicable through the remaining lease term ending in August 2023.
Corporate Office Lease through January 2025. In June 2017, the Company leased 4,479 square feet of office space in Las Vegas, Nevada. Annual rent is approximately $0.2 million and the term of the office lease expires in January 2025.
Finance Lease
Rising Star Casino Hotel Lease through October 2027 and Option to Purchase. The Company’s Indiana subsidiary, Gaming Entertainment (Indiana) LLC, leases a 104-room hotel at Rising Star Casino Resort. At any time during the lease term, the Company has the option to purchase the hotel at a price based upon the project’s actual cost of $7.7 million (see Note 4), reduced by the cumulative principal payments made by the Company during the lease term. At June 30, 2019, such net amount was $4.6 million. Upon expiration of the lease term in October 2027, (i) the Landlord has the right to sell the hotel to the Company, and (ii) the Company has the option to purchase the hotel. In either case, the purchase price is $1 plus closing costs.
Leases recorded on the balance sheet consist of the following:
|
| | | | | | |
(In thousands, Unaudited) | | | | |
| | | | |
Leases | | Balance Sheet Classification | | June 30, 2019 |
Assets | | | | |
Operating lease assets | | Operating Lease Right-of-Use Assets, Net | | $ | 18,769 |
|
Finance lease assets | | Property and Equipment, Net(1) | | 5,115 |
|
Total lease assets | | | | $ | 23,884 |
|
| | | | |
Liabilities | | | | |
Current | | | | |
Operating | | Other Accrued Expenses and Current Operating Lease Obligations | | $ | 2,219 |
|
Finance | | Current Portion of Finance Lease Obligation | | 493 |
|
Noncurrent | | | | |
Operating | | Operating Lease Obligations, Net of Current Portion, and Other | | 16,794 |
|
Finance | | Finance Lease Obligation, Net of Current Portion | | 4,065 |
|
Total lease liabilities | | | | $ | 23,571 |
|
|
| | | |
(1 | ) | | Finance lease assets are recorded net of accumulated amortization of $2.6 million as of June 30, 2019. |
The components of lease expense are as follows:
|
| | | | | | | | | | |
(In thousands, Unaudited) | | | | |
| | | | Three Months Ended June 30, 2019 | | Six Months Ended June 30, 2019 |
Lease Costs | | Statement of Operations Classification | | |
Operating leases: | | | | | | |
Operating leases | | Selling, General and Administrative Expenses | | $ | 958 |
| | $ | 1,918 |
|
Variable leases | | Selling, General and Administrative Expenses | | 171 |
| | 355 |
|
Finance lease: | | | | | | |
Amortization of leased assets | | Depreciation and Amortization | | 39 |
| | 79 |
|
Interest on lease liabilities | | Interest Expense, Net | | 52 |
| | 106 |
|
Total lease costs | | | | $ | 1,220 |
| | $ | 2,458 |
|
Maturities of lease liabilities as of June 30, 2019 are summarized as follows:
|
| | | | | | | | |
(In thousands, Unaudited) | | | | |
| | Operating Leases | | Financing Lease(1) |
Year Ending December 31, | | |
2019 (excluding the six months ended June 30, 2019) | | $ | 1,921 |
| | $ | 317 |
|
2020 | | 3,850 |
| | 680 |
|
2021 | | 3,719 |
| | 652 |
|
2022 | | 3,503 |
| | 652 |
|
2023 | | 2,478 |
| | 652 |
|
Thereafter | | 32,152 |
| | 2,499 |
|
Total future minimum lease payments | | 47,623 |
| | 5,452 |
|
Less: Amount representing interest | | (28,610 | ) | | (894 | ) |
Present value of lease liabilities | | 19,013 |
| | 4,558 |
|
Less: Current lease obligations | | (2,219 | ) | | (493 | ) |
Long-term lease obligations | | $ | 16,794 |
| | $ | 4,065 |
|
|
| | | |
(1 | ) | | The Company’s only material finance lease is at Rising Star Casino Resort for a 104-room hotel. |
Other information related to lease term and discount rate is as follows:
|
| | |
Lease Term and Discount Rate | | June 30, 2019 |
| | (Unaudited) |
Weighted-average remaining lease term | | |
Operating leases | | 21.1 years |
Finance lease | | 8.3 years |
Weighted-average discount rate | | |
Operating leases(1) | | 9.42% |
Finance lease | | 4.50% |
|
| | | |
(1 | ) | | Upon adoption of the new lease standard, discount rates used for existing operating leases were established on January 1, 2019. |
Supplemental cash flow information related to leases is as follows:
|
| | | | |
(In thousands, Unaudited) | | |
| | Six Months Ended June 30, 2019 |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows for operating leases | | $ | 1,928 |
|
Operating cash flows for finance lease | | $ | 106 |
|
Financing cash flows for finance lease | | $ | 263 |
|
4. PROPERTY AND EQUIPMENT
Property and equipment, including finance lease assets, consists of the following:
|
| | | | | | | |
(In thousands) | June 30, 2019 | | December 31, 2018 |
| (Unaudited) | | |
Land and improvements | $ | 15,835 |
| | $ | 15,786 |
|
Buildings and improvements | 108,533 |
| | 108,214 |
|
Furniture and equipment | 44,776 |
| | 43,740 |
|
Finance lease assets (see Note 3) | 7,726 |
| | 7,726 |
|
Construction in progress | 8,193 |
| | 6,864 |
|
| 185,063 |
| | 182,330 |
|
Less: Accumulated depreciation | (64,218 | ) | | (60,254 | ) |
| $ | 120,845 |
| | $ | 122,076 |
|
5. LONG-TERM DEBT
Long-term debt, related discounts and issuance costs consist of the following:
|
| | | | | | | |
(In thousands) | June 30, 2019 | | December 31, 2018 |
| (Unaudited) | | |
Senior Secured Notes | $ | 108,475 |
| | $ | 99,000 |
|
Less: Unamortized discounts and debt issuance costs | (4,389 | ) | | (3,806 | ) |
| 104,086 |
| | 95,194 |
|
Less: Current portion of long-term debt | (1,100 | ) | | (1,000 | ) |
| $ | 102,986 |
| | $ | 94,194 |
|
Senior Secured Notes. On May 10, 2019, the Company entered into a Notes Purchase Agreement under which it agreed to sell an additional $10 million in aggregate principal amount of its senior secured notes due 2024 (the “Incremental Notes”) to qualified institutional buyers. The Company has used or expects to use the proceeds from the Incremental Notes to (i) provide additional liquidity for the construction of the Phase One parking garage at Bronco Billy’s Casino and Hotel and other capital expenditures; (ii) pay fees and expenses incurred in connection with the Incremental Notes offering; and (iii) provide funds for general corporate purposes. The Incremental Notes were issued on the same day at a price of 99.01% of their face value (a 0.99% original issue discount) pursuant to the indenture (as amended and supplemented, the “Indenture”), dated as of February 2, 2018. The Indenture governs the $100 million of senior secured notes due 2024 (the “Original Notes”) previously issued by the Company on February 2, 2018. The Incremental Notes have the same maturity date and interest rate as the Original Notes, are part of the same series as the Original Notes, and are treated as a single class together with the Original Notes (collectively, the “Notes”) for all purposes under the Indenture.
Also, on May 10, 2019, the Company executed the Second Amendment to the Indenture dated as of May 10, 2019, which (i) increased the principal amount required to be redeemed each quarter from $250,000 to $275,000 in total aggregate of the Notes, beginning June 30, 2019; (ii) permitted liens incurred in connection with the Cripple Creek Expansion Project; and (iii) changed the total leverage ratio as described in the Indenture and below under “Covenants.”
The Notes bear interest at the greater of the three-month London Interbank Offered Rate (“LIBOR”) or 1.0%, plus a margin rate of 7.0%. Interest on the Notes is payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year until the Notes mature on February 2, 2024. On each interest payment date, the Company is required to make principal payments of $275,000 with a balloon payment for the remaining $103.5 million due upon maturity.
The Company may redeem all or a part of the Notes plus the premium as set forth below, plus accrued and applicable unpaid interest:
|
| | |
Redemption Periods | | Percentage Premium |
On February 2, 2019 to February 1, 2020 | | 2.0% |
On February 2, 2020 to February 1, 2021 | | 1.5% |
On February 2, 2021 to February 1, 2022 | | 0.5% |
On or after February 2, 2022 | | —% |
The Notes are collateralized by substantially all of the Company’s assets and are guaranteed by all of its material subsidiaries.
Interest Rate Cap Agreement. The Company maintains an Interest Rate Cap from Capital One, N.A. (“Capital One”) in order to manage expected interest rate increases on the Notes. The agreement is for a notional amount of $50 million and expires on March 31, 2021. The Interest Rate Cap has a strike rate of 3.00% and resets every three months at the end of March, June, September, and December. If the three-month LIBOR exceeds the strike rate at the end of any covered period, the Company will receive cash payments from Capital One. For details regarding fair value measurements, see Note 2.
Covenants. The Indenture governing the Notes contains customary representations and warranties, events of default, and positive and negative covenants, including financial covenants. The Company is required to maintain a total leverage ratio, which measures Consolidated EBITDA (as defined in the Indenture) against outstanding debt. The Company is allowed to deduct up to $15 million of its cash and equivalents (beyond estimated cash utilized in daily operations) in calculating the numerator of such ratio. For the remainder of this year, the total leverage ratio requirement has been adjusted to 6.00x as a result of the issuance of the Incremental Notes.
The Company was in compliance with its covenants as of June 30, 2019. However, there can be no assurances that the Company will remain in compliance with all covenants in the future and/or that it would be successful in obtaining waivers or modifications in the event of noncompliance.
6. COMMON STOCK WARRANT LIABILITY
As part of the Company’s former Second Lien Credit Facility, on May 13, 2016, the Company granted the Second Lien Credit Facility lenders 1,006,568 warrants, which have an exercise price of $1.67 and expire on May 13, 2026. The warrants also provide for redemption rights, preemptive rights under certain circumstances to maintain their ownership interest in the Company, piggyback registration rights and mandatory registration rights. In addition to a refinancing, the redemption rights allow the warrant-holders, at their option, to require the Company to repurchase all or a portion of the warrants upon the occurrence of certain events, including: (i) a liquidity event, as defined in the warrant purchase agreement, or (ii) the Company’s insolvency. The repurchase value is the 21-day average price of the Company’s common stock at the time of such liquidity event, 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 in the warrant purchase agreement, and would be guaranteed by the Company’s subsidiaries. Alternatively, the warrant-holders may choose to have the Company register and sell the shares related to the warrants through a public stock offering.
The Company’s debt refinancing of the Second Lien Credit Facility during 2018 was considered a “triggering event” for the possible redemption or registration of the warrants. The Company’s warrant-holders have not yet requested the redemption or registration of their outstanding warrants, though they may do so on any six-month anniversary of the refinancing date prior to warrant expiration. Accordingly, the obligation is reflected as a current liability.
The Company measures the fair value of the warrants at each reporting period (see Note 2). At June 30, 2019, the estimated fair value was determined using the following assumptions: an expected contractual term of 6.87 years, an expected stock price volatility rate of 44.65%, an expected dividend yield of 0%, and an expected risk-free interest rate of 1.87%.
7. INCOME TAXES
The Company’s effective income tax rate for the three- and six-months ended June 30, 2019 was (16.5)% and (12.2)%, respectively, compared to an effective income tax rate of (21.7)% and (5.0)% in the corresponding prior-year periods. The Company’s tax rate differs from the statutory rate of 21.0% primarily due to the effects of valuation allowances against net deferred tax assets, as well as certain permanent item differences between tax and financial reporting purposes.
8. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is 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 the Company’s financial position, results of operations and cash flows.
Options to Purchase or Lease Land
La Posada del Llano Racetrack Proposal in New Mexico. During July 2018, the Company paid $125,000 for options to purchase approximately 520 acres of adjoining land in Clovis, New Mexico as part of its racetrack casino proposal to the New Mexico Racing Commission. The proposal was in response to the New Mexico Racing Commission’s request for proposals related to the potential issuance of the state’s sixth racing license. During July 2019, the Company paid an additional $125,000 in total to renew these two options, as detailed below. In August 2019, the New Mexico Racing Commission announced that it would not issue the sixth racing license at this time, but may do so in the future.
| |
• | A $75,000 option to purchase 200 acres of land, which ends on the earlier of either July 2019 or 60 days following the granting of the sixth license to conduct horseracing by the New Mexico Racing Commission and New Mexico Gaming Control Board (“License Award”) and all related approvals, permits, and other licenses. In July 2019, the Company extended the purchase option by one year for another $75,000 under the same terms. Prior to the end of this first option extension, the Company may extend the purchase option by one year for an additional $75,000 under the same terms. Additionally, prior to the end of this first extension period, or as further extended, the Company may purchase the land for $1.4 million, which can be reduced by the option payments. |
| |
• | A $50,000 option to purchase 320 acres of land, which ends on the earlier of either July 2019 or 60 days following the granting of the License Award and all related approvals, permits, and other licenses. In July 2019, the Company extended the purchase option by one year for another $50,000 under the same terms. Prior to the end of this option extension, the Company may purchase the land for $1.6 million, which can be reduced by the option payments. |
9. EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS’ EQUITY
The table below reconciles basic and diluted loss per share of common stock:
|
| | | | | | | | | | | | | | | |
(In thousands, unaudited) | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2019 | | 2018 | | 2019 | | 2018 |
Numerator: | | | | | | | |
Net loss – basic | $ | (1,010 | ) | | $ | (661 | ) | | $ | (2,627 | ) | | $ | (4,947 | ) |
Adjustment for assumed conversion of warrants | (141 | ) | | — |
| | (101 | ) | | (423 | ) |
Net loss – diluted | $ | (1,151 | ) | | $ | (661 | ) | | $ | (2,728 | ) | | $ | (5,370 | ) |
| | | | | | | |
Denominator: | | | | | | | |
Weighted-average common share equivalents – basic | 26,969 |
| | 26,922 |
| | 26,955 |
| | 25,077 |
|
Potential dilution from assumed conversion of warrants | 217 |
| | — |
| | 232 |
| | 499 |
|
Weighted-average common and common share equivalents – diluted | 27,186 |
| | 26,922 |
| | 27,187 |
| | 25,576 |
|
Anti-dilutive share-based awards and warrants excluded from the calculation of diluted loss per share | 2,699 |
| | 3,540 |
| | 2,699 |
| | 2,533 |
|
10. SHARE-BASED COMPENSATION
As of June 30, 2019, the Company had 703,635 share-based awards authorized by shareholders and available for grant from the 2015 Equity Incentive Plan.
The following table summarizes information related to the Company’s common stock options as of June 30, 2019:
|
| | | | | | |
| Number of Stock Options | | Weighted Average Exercise Price |
Options outstanding at January 1, 2019 | 2,575,774 |
| | $ | 1.67 |
|
Granted | 176,900 |
| | 2.20 |
|
Exercised | (26,667 | ) | | 1.70 |
|
Canceled/Forfeited | (26,666 | ) | | 2.01 |
|
Options outstanding at June 30, 2019 | 2,699,341 |
| | $ | 1.70 |
|
Options exercisable at June 30, 2019 | 2,193,273 |
| | $ | 1.54 |
|
Share-based compensation expense totaled $107,000 and $175,000 for the three months ended June 30, 2019 and 2018, respectively, and $193,000 and $407,000 for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was approximately $0.4 million of unrecognized compensation cost related to unvested stock options previously granted that is expected to be recognized over a weighted-average period of approximately 1.9 years.
As compensation for their annual service, the Company issued a total of 21,524 restricted shares under the 2015 Plan with a one-year transfer restriction to certain non-executive members of its Board of Directors in May 2019.
11. SEGMENT REPORTING AND DISAGGREGATED REVENUE
The Company manages its casinos based on geographic regions within the United States. The casino/resort operations include four segments: Silver Slipper Casino and Hotel (Hancock County, Mississippi); Rising Star Casino Resort, consisting of Rising Star Casino Resort (Rising Sun, Indiana) and its ferry boat operations (connecting Rising Sun, Indiana with Boone County, Kentucky); Bronco Billy’s Casino and Hotel (including the Christmas Casino & Inn, both in Cripple Creek, Colorado); and the Northern Nevada segment, consisting of Grand Lodge Casino (Incline Village, Nevada) and Stockman’s Casino (Fallon, Nevada).
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, unaudited) | Three Months Ended June 30, 2019 |
| Silver Slipper Casino and Hotel | | Rising Star Casino Resort | | Bronco Billy’s Casino and Hotel | | Northern Nevada Casinos | | Corporate | | Total |
Revenues | | | | | | | | | | | |
Casino | $ | 11,636 |
| | $ | 7,526 |
| | $ | 5,563 |
| | $ | 3,725 |
| | $ | — |
| | $ | 28,450 |
|
Food and beverage | 5,515 |
| | 1,800 |
| | 1,051 |
| | 497 |
| | — |
| | 8,863 |
|
Hotel | 1,305 |
| | 1,560 |
| | 186 |
| | — |
| | — |
| | 3,051 |
|
Other operations | 436 |
| | 712 |
| | 77 |
| | 74 |
| | — |
| | 1,299 |
|
| $ | 18,892 |
| | $ | 11,598 |
| | $ | 6,877 |
| | $ | 4,296 |
| | $ | — |
| | $ | 41,663 |
|
| | | | | | | | | | | |
Net income (loss) | $ | 2,655 |
| | $ | (41 | ) | | $ | 397 |
| | $ | 245 |
| | $ | (4,266 | ) | | $ | (1,010 | ) |
Interest expense, net | 5 |
| | 52 |
| | — |
| | — |
| | 2,874 |
| | 2,931 |
|
Adjustment to fair value of warrants | — |
| | — |
| | — |
| | — |
| | (141 | ) | | (141 | ) |
Income tax provision | 65 |
| | — |
| | 49 |
| | 23 |
| | 6 |
| | 143 |
|
Operating income (loss) | 2,725 |
| | 11 |
| | 446 |
| | 268 |
| | (1,527 | ) | | 1,923 |
|
Depreciation and amortization | 869 |
| | 593 |
| | 434 |
| | 149 |
| | 38 |
| | 2,083 |
|
Gain on sale or disposal of asset, net | — |
| | — |
| | (4 | ) | | — |
| | — |
| | (4 | ) |
Project development and acquisition costs | — |
| | — |
| | — |
| | — |
| | 142 |
| | 142 |
|
Share-based compensation | — |
| | — |
| | — |
| | — |
| | 107 |
| | 107 |
|
Corporate | — |
| | — |
| | — |
| | — |
| | 1,240 |
| | 1,240 |
|
Adjusted Property EBITDA | $ | 3,594 |
| | $ | 604 |
| | $ | 876 |
| | $ | 417 |
| | $ | — |
| | $ | 5,491 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands, unaudited) | Three Months Ended June 30, 2018 |
| Silver Slipper Casino and Hotel | | Rising Star Casino Resort | | Bronco Billy’s Casino and Hotel | | Northern Nevada Casinos | | Corporate | | Total |
Revenues | | | | | | | | | | | |
Casino | $ | 11,438 |
| | $ | 7,974 |
| | $ | 5,373 |
| | $ | 3,847 |
| | $ | — |
| | $ | 28,632 |
|
Food and beverage | 4,824 |
| | 2,291 |
| | 1,182 |
| | 486 |
| | — |
| | 8,783 |
|
Hotel | 835 |
| | 1,586 |
| | 161 |
| | — |
| | — |
| | 2,582 |
|
Other operations | 395 |
| | 677 |
| | 79 |
| | 79 |
| | — |
| | 1,230 |
|
| $ | 17,492 |
| | $ | 12,528 |
| | $ | 6,795 |
| | $ | 4,412 |
| | $ | — |
| | $ | 41,227 |
|
| | | | | | | | | | | |
Net income (loss) | $ | 2,302 |
| | $ | 114 |
| | $ | 762 |
| | $ | 265 |
| | $ | (4,104 | ) | | $ | (661 | ) |
Interest expense, net | 5 |
| | 58 |
| | — |
| | — |
| | 2,403 |
| | 2,466 |
|
Adjustment to fair value of warrants | — |
| | — |
| | — |
| | — |
| | 80 |
| | 80 |
|
Income tax provision | 65 |
| | — |
| | 49 |
| | — |
| | 4 |
| | 118 |
|
Operating income (loss) | 2,372 |
| | 172 |
| | 811 |
| | 265 |
| | (1,617 | ) | | 2,003 |
|
Depreciation and amortization | 811 |
| | 603 |
| | 377 |
| | 208 |
| | 39 |
| | 2,038 |
|
Loss on sale or disposal of asset, net | — |
| | 1 |
| | 68 |
| | — |
| | — |
| | 69 |
|
Project development and acquisition costs | — |
| | — |
| | — |
| | — |
| | 130 |
| | 130 |
|
Share-based compensation | — |
| | — |
| | — |
| | — |
| | 175 |
| | 175 |
|
Corporate | — |
| | — |
| | — |
| | — |
| | 1,273 |
| | 1,273 |
|
Adjusted Property EBITDA | $ | 3,183 |
| | $ | 776 |
| | $ | 1,256 |
| | $ | 473 |
| | $ | — |
| | $ | 5,688 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands, unaudited) | Six Months Ended June 30, 2019 |
| Silver Slipper Casino and Hotel | | Rising Star Casino Resort | | Bronco Billy’s Casino and Hotel | | Northern Nevada Casinos | | Corporate | | Total |
Revenues | | | | | | | | | | | |
Casino | $ | 24,015 |
| | $ | 14,869 |
| | $ | 10,806 |
| | $ | 7,058 |
| | $ | — |
| | $ | 56,748 |
|
Food and beverage | 10,886 |
| | 3,613 |
| | 2,025 |
| | 997 |
| | — |
| | 17,521 |
|
Hotel | 2,449 |
| | 2,983 |
| | 334 |
| | — |
| | — |
| | 5,766 |
|
Other operations | 824 |
| | 1,000 |
| | 152 |
| | 146 |
| | — |
| | 2,122 |
|
| $ | 38,174 |
| | $ | 22,465 |
| | $ | 13,317 |
| | $ | 8,201 |
| | $ | — |
| | $ | 82,157 |
|
| | | | | | | | | | | |
Net income (loss) | $ | 5,582 |
| | $ | (298 | ) | | $ | 515 |
| | $ | 60 |
| | $ | (8,486 | ) | | $ | (2,627 | ) |
Interest expense, net | 12 |
| | 106 |
| | — |
| | (1 | ) | | 5,517 |
| | 5,634 |
|
Adjustment to fair value of warrants | — |
| | — |
| | — |
| | — |
| | (101 | ) | | (101 | ) |
Income tax provision | 131 |
| | — |
| | 99 |
| | 47 |
| | 8 |
| | 285 |
|
Operating income (loss) | 5,725 |
| | (192 | ) | | 614 |
| | 106 |
| | (3,062 | ) | | 3,191 |
|
Depreciation and amortization | 1,716 |
| | 1,199 |
| | 881 |
| | 302 |
| | 76 |
| | 4,174 |
|
Gain on sale or disposal of asset, net | (1 | ) | | — |
| | (4 | ) | | — |
| | — |
| | (5 | ) |
Project development and acquisition costs | — |
| | — |
| | — |
| | — |
| | 275 |
| | 275 |
|
Share-based compensation | — |
| | — |
| | — |
| | — |
| | 193 |
| | 193 |
|
Corporate | — |
| | — |
| | — |
| | — |
| | 2,518 |
| | 2,518 |
|
Adjusted Property EBITDA | $ | 7,440 |
| | $ | 1,007 |
| | $ | 1,491 |
| | $ | 408 |
| | $ | — |
| | $ | 10,346 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
(In thousands, unaudited) | Six Months Ended June 30, 2018 |
| Silver Slipper Casino and Hotel | | Rising Star Casino Resort | | Bronco Billy’s Casino and Hotel | | Northern Nevada Casinos | | Corporate | | Total |
Revenues | | | | | | | | | | | |
Casino | $ | 22,488 |
| | $ | 15,499 |
| | $ | 10,347 |
| | $ | 7,268 |
| | $ | — |
| | $ | 55,602 |
|
Food and beverage | 9,169 |
| | 4,348 |
| | 2,258 |
| | 947 |
| | — |
| | 16,722 |
|
Hotel | 1,612 |
| | 2,974 |
| | 279 |
| | — |
| | — |
| | 4,865 |
|
Other operations | 732 |
| | 934 |
| | 153 |
| | 150 |
| | — |
| | 1,969 |
|
| $ | 34,001 |
| | $ | 23,755 |
| | $ | 13,037 |
| | $ | 8,365 |
| | $ | — |
| | $ | 79,158 |
|
| | | | | | | | | | | |
Net income (loss) | $ | 4,294 |
| | $ | (88 | ) | | $ | 944 |
| | $ | 44 |
| | $ | (10,141 | ) | | $ | (4,947 | ) |
Interest expense, net | 9 |
| | 116 |
| | — |
| | — |
| | 4,881 |
| | 5,006 |
|
Loss on extinguishment of debt | — |
| | — |
| | — |
| | — |
| | 2,673 |
| | 2,673 |
|
Adjustment to fair value of warrants | — |
| | — |
| | — |
| | — |
| | (423 | ) | | (423 | ) |
Income tax provision | 131 |
| | — |
| | 99 |
| | — |
| | 7 |
| | 237 |
|
Operating income (loss) | 4,434 |
| | 28 |
| | 1,043 |
| | 44 |
| | (3,003 | ) | | 2,546 |
|
Depreciation and amortization | 1,631 |
| | 1,232 |
| | 849 |
| | 416 |
| | 78 |
| | 4,206 |
|
Loss on sale or disposal of asset, net | 1 |
| | 9 |
| | 69 |
| | — |
| | — |
| | 79 |
|
Project development and acquisition costs | — |
| | — |
| | — |
| | — |
| | 167 |
| | 167 |
|
Share-based compensation | — |
| | — |
| | — |
| | — |
| | 407 |
| | 407 |
|
Corporate | — |
| | — |
| | — |
| | — |
| | 2,351 |
| | 2,351 |
|
Adjusted Property EBITDA | $ | 6,066 |
| | $ | 1,269 |
| | $ | 1,961 |
| | $ | 460 |
| | $ | — |
| | $ | 9,756 |
|
|
| | | | | | | |
(In thousands) | June 30, 2019 | | December 31, 2018 |
| (Unaudited) | | |
Total Assets | | | |
Silver Slipper Casino and Hotel | $ | 87,526 |
| | $ | 79,094 |
|
Rising Star Casino Resort | 40,110 |
| | 39,722 |
|
Bronco Billy’s Casino and Hotel | 43,327 |
| | 42,780 |
|
Northern Nevada Casinos | 18,739 |
| | 12,395 |
|
Corporate and Other | 15,397 |
| | 8,281 |
|
| $ | 205,099 |
| | $ | 182,272 |
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes for the fiscal year ended December 31, 2018, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2019. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House,” the “Company,” “we,” “our” or “us,” except where stated or the context otherwise indicates.
Executive Overview
Our primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering casino gambling, hotel accommodations, dining, golfing, RV camping, sports betting, entertainment and retail outlets, among other amenities. We own or operate five casino properties in four states: Mississippi, Colorado, Indiana and Nevada. We view our Mississippi, Colorado and Indiana properties as distinct operating segments and both of our Nevada properties as one operating segment.
Our portfolio consists of the following:
|
| | | | |
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) |
Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. While we provide credit at some of our casinos where we are permitted to by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from slot machines, but also include table games, keno, and sports betting. In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course and ferry boat service at Rising Star, our RV parks as owned at Rising Star and managed at Silver Slipper, and retail outlets and entertainment. We often provide hotel rooms and food and beverages to customers on a complimentary basis; the value of such services are included as revenue in those categories, offset by contra-revenue in the casino revenue category. As a result, the casino revenues in our financial statements reflect patron gaming wins and losses, reduced by the retail value of complimentary services, the value of free play provided to customers, the value of points earned by casino customers that can be redeemed for services or free play, and accruals for certain progressive jackpots offered by the Company.
We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages and other factors. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results.
Our market environment is highly competitive and capital-intensive. We rely on the ability of our properties to generate operating cash flow to pay interest, repay debt, and fund maintenance and certain growth-related capital expenditures. We continuously focus on improving the operating margins of our existing properties through a combination of revenue growth and expense management. We also assess growth and development opportunities, which include capital investments at our existing properties, the development of new properties, and the acquisition of existing properties.
Recent Developments
Increase in Amount of Senior Secured Notes. In May 2019, we sold an additional $10 million in aggregate principal amount of senior secured notes due 2024 (the “Incremental Notes”), which were issued on the same day at a price of 99.01% of their face value (a 0.99% original issue discount) pursuant to the indenture (as amended and supplemented, the “Indenture”), dated as of February 2, 2018. The Indenture governs $100 million of senior secured notes due 2024 (the “Original Notes”) that we previously issued on February 2, 2018. The Incremental Notes have the same maturity date, interest rate, class and series as the Original Notes (collectively, the “Notes”) for all purposes under the Indenture. Proceeds from the Incremental Notes have been used or are expected to be used to (i) provide additional liquidity for the construction of the Phase One parking garage at Bronco Billy’s Casino and Hotel and other capital expenditures (as described below); (ii) pay fees and expenses incurred in connection with the Incremental Notes offering; and (iii) provide funds for general corporate purposes.
Bronco Billy’s Expansion. In 2018, we began our expansion of Bronco Billy’s, which we anticipate completing in two phases. Phase One of the Bronco Billy’s expansion project includes the construction of an approximately 300-space parking garage and connector building, the purchase of the Imperial Hotel in June 2018 and certain other parcels of land, and the reopening and rebranding of the Imperial Casino and Hotel as the Christmas Casino & Inn in November 2018. We began construction on the parking garage, the major component of Phase One, in the second quarter of 2019 and expect to complete Phase One in the first half of 2020. Phase Two of the Bronco Billy’s expansion project, which is expected to include a new luxury hotel tower, spa, convention and entertainment center, two new restaurants, and a significant upgrade to the Bronco Billy’s casino, is contingent upon receipt of financing on acceptable terms, among other contingencies.
Racetrack Proposal. In the second quarter of 2019, we renewed our two purchase options through July 2020 for approximately 520 acres of adjoining land in Clovis, New Mexico as part of our racetrack casino proposal (see Note 8). In August 2019, the New Mexico Racing Commission announced that it would not issue the sixth racing license at this time, but may do so in the future.
Key Performance Indicators
We use several key performance indicators to evaluate the operations of our properties. These key performance indicators include the following:
Gaming revenue indicators:
Slot coin-in is the gross dollar amount wagered in slot machines and table game drop is the total amount of cash or credit exchanged into chips at table games for use by our customers. Slot coin-in and table game drop are indicators of volume.
Slot win is the difference between customer wagers and customer winnings on slot machines. Table game hold is the difference between the amount of money or markers exchanged into chips at the tables and customer winnings paid. Slot win and table game hold percentages represent the relationship between slot win and coin-in and table game win and drop.
Room revenue indicators:
Hotel occupancy rate is an indicator of the utilization of our available rooms. Complimentary room sales, or the retail value of accommodations gratuitously furnished to customers, are included in the calculation of the hotel occupancy rate.
Adjusted EBITDA, Adjusted Property EBITDA and Adjusted Property EBITDA Margin:
Management uses Adjusted EBITDA as a measure of our performance. For a description of Adjusted EBITDA see “Non-GAAP Financial Measure.” We utilize Adjusted Property EBITDA as the measure of segment profit in assessing performance and allocating resources at the reportable segment level. For information regarding our operating segments, see Note 11 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report. In addition, we use Adjusted Property EBITDA Margin which is calculated by dividing Adjusted Property EBITDA by the property’s net revenues.
Results of Operations
Consolidated operating results
The following tables summarize our consolidated operating results for the three- and six-months ended June 30, 2019 and 2018:
|
| | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| 2019 | | 2018 | | Percent Change | | 2019 | | 2018 | | Percent Change |
Net revenues | $ | 41,663 |
| | $ | 41,227 |
| | 1.1 | % | | $ | 82,157 |
| | $ | 79,158 |
| | 3.8 | % |
Operating expenses | 39,740 |
| | 39,224 |
| | 1.3 | % | | 78,966 |
| | 76,612 |
| | 3.1 | % |
Operating income | 1,923 |
| | 2,003 |
| | (4.0 | )% | | 3,191 |
| | 2,546 |
| | 25.3 | % |
Interest and other non-operating expenses, net | 2,790 |
| | 2,546 |
| | 9.6 | % | | 5,533 |
| | 7,256 |
| | (23.7 | )% |
Income tax expense | 143 |
| | 118 |
| | 21.2 | % | | 285 |
| | 237 |
| | 20.3 | % |
Net loss | $ | (1,010 | ) | | $ | (661 | ) | | 52.8 | % | | $ | (2,627 | ) | | $ | (4,947 | ) | | (46.9 | )% |
|
| | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| 2019 | | 2018 | | Percent Change | | 2019 | | 2018 | | Percent Change |
Casino revenues | | | | | | | | | | | |
Slots | $ | 23,813 |
| | $ | 24,281 |
| | (1.9 | )% | | $ | 47,286 |
| | $ | 46,768 |
| | 1.1 | % |
Table games | 4,168 |
| | 4,232 |
| | (1.5 | )% | | 8,288 |
| | 8,587 |
| | (3.5 | )% |
Other | 469 |
| | 119 |
| | 294.1 | % | | 1,174 |
| | 247 |
| | 375.3 | % |
| 28,450 |
| | 28,632 |
| | (0.6 | )% | | 56,748 |
| | 55,602 |
| | 2.1 | % |
Non-casino revenues, net | | | |
| | | | | | | | |
Food and beverage | 8,863 |
| | 8,783 |
| | 0.9 | % | | 17,521 |
| | 16,722 |
| | 4.8 | % |
Hotel | 3,051 |
| | 2,582 |
| | 18.2 | % | | 5,766 |
| | 4,865 |
| | 18.5 | % |
Other | 1,299 |
| | 1,230 |
| | 5.6 | % | | 2,122 |
| | 1,969 |
| | 7.8 | % |
| 13,213 |
| | 12,595 |
| | 4.9 | % | | 25,409 |
| | 23,556 |
| | 7.9 | % |
|