Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangibles

v2.4.0.6
Goodwill and Other Intangibles
12 Months Ended
Dec. 31, 2011
Contract Rights and Goodwill and Other Intangibles [Abstract]  
GOODWILL AND OTHER INTANGIBLES

6. GOODWILL & OTHER INTANGIBLES

Goodwill represents the excess of the purchase price over fair market value of net assets acquired in connection with the Stockman’s Casino operation and the Rising Star Casino Resort. Goodwill is $5.8 million and $1.6 million for Stockman’s and Rising Star as of December 31, 2011, respectively. The Company’s review of goodwill associated with the purchase of Stockman’s as of September 30, 2011, resulted in a $4.5 million impairment of Stockman’s goodwill and related assets using a market approach considering an earnings multiple of 6.25 times. The Company’s review of goodwill as of December 31, 2011, resulted in a 1.0% excess of estimated fair value over the carrying value of Stockman’s goodwill and related assets using an market approach considering an earnings multiple of 6.25 times. These calculations, which are subject to change as a result of future economic uncertainty, contemplate changes for both current year and future year estimates in earnings and the impact of these changes to the fair value of Stockman’s, although there is always some uncertainty in key assumptions including projected future earnings growth. The Company acquired the Rising Star on April 1, 2011 for approximately $19.0 million in cash and $33.0 million drawn from the Company’s Credit Agreement with Wells Fargo (as discussed in Note 8). The goodwill of $1.6 million is the excess purchase price over the assets purchased (Note 14).

 

      September 30,       September 30,       September 30,  
    Year ended December 31, 2011  
    Balance at
beginning of
the year
    Changes
during
the year
    Balance at
end of the
year
 

Stockman’s Goodwill

  $ 10,308,520     $ (4,500,000   $ 5,808,520  

Rising Star Goodwill

    —         1,647,198       1,647,198  
   

 

 

   

 

 

         

Goodwill, net of accumulated impairment losses

  $ 10,308,520     $ (2,852,802   $ 7,455,718  
   

 

 

   

 

 

   

 

 

 

 

      September 30,       September 30,       September 30,  
    Year ended December 31, 2010  
    Balance at
beginning of
the year
    Changes
during
the year
    Balance at
end of the
year
 

Stockman’s Goodwill

  $ 10,308,520     $ —       $ 10,308,520  
   

 

 

   

 

 

   

 

 

 

Other Intangible Assets:

Other intangible assets, net consist of the following:

 

    September 30,     September 30,       September 30,       September 30,       September 30,  
    December 31, 2011  
    Estimated
Life
(years)
  Gross
Carrying
Value
    Accumulated
Amortization
    (Expense) /
(Disposals) or
Additions
    Intangible
Asset, Net
 

Amortizing Intangibles assets:

                     
           

Player Loyalty Program-Rising Star

  3   $ 1,700,000     $ (425,000   $ —       $ 1,275,000  

Nevada State Bank Loan Fees

  15     218,545       (218,545     —         —    

Wells Fargo Bank Loan Fees

  5     2,614,438       (715,946     —         1,898,492  
           

Non-amortizing intangible assets:

                                   
           

Gaming License-Rising Star

  Indefinite     9,900,000       —         —         9,900,000  

Gaming Licensing Costs

  Indefinite     484,676       —         32,131       516,807  

Trademarks

  Indefinite     26,889       —         2,031       28,920  
       

 

 

   

 

 

   

 

 

   

 

 

 
        $ 14,944,548     $ (1,359,491   $ 34,162     $ 13,619,219  
       

 

 

   

 

 

   

 

 

   

 

 

 

 

 

    September 30,     September 30,       September 30,       September 30,       September 30,  
    December 31, 2010  
    Estimated
Life
(years)
  Gross
Carrying
Value
    Accumulated
Amortization
    Expense /
(Disposals) or
Additions
    Intangible
Asset, Net
 

Amortizing Intangibles assets:

                                   

Nevada State Bank Loan Fees

  15   $ 218,545     $ (96,087   $ —       $ 122,458  

Wells Fargo Bank Loan Fees

  5     1,965,646       —         —         1,965,646  

Non-amortizing intangible assets:

                                   

Gaming Licensing Costs

  Indefinite     464,232       —         —         464,232  

Trademarks

  Indefinite     11,818       —         —         11,818  
       

 

 

   

 

 

   

 

 

   

 

 

 
        $ 2,660,241     $ (96,087   $ —       $ 2,564,154  
       

 

 

   

 

 

   

 

 

   

 

 

 

Player Loyalty Program

The player loyalty program represents the value of repeat business associated with Rising Star’s loyalty program. The value of $1.7 million of the Rising Star player loyalty program was determined using a multi-period excess earning method of the income approach, which examines the economic returns contributed by the identified tangible and intangible assets of a company, and then isolates the excess return, which is attributable to the asset being valued, based on cash flows attributable to the player loyalty program. The valuation analysis for the active rated player was based on projected revenues and attrition rates. Rising Star maintains historical information for the proportion of revenues attributable to the rated players for gross gaming revenue.

Loan Fees

Loan fees incurred and paid as a result of debt instruments are accumulated and amortized over the term of the related debt, based on an effective interest method. Loan fees incurred for Nevada State Bank in the amount of $0.2 million resulted from the credit facility to purchase Stockman’s Casino in 2007. In March 2011, the credit facility with Nevada State Bank was terminated and the amortization of the loan fees was accelerated. The Company recognized amortization expense of $0.1 million during the first quarter of 2011 as a result of the termination. On October 29, 2010, the Company entered into a Credit Agreement with Wells Fargo Bank. In December 2010, the Company entered into a Commitment Increase Agreement to increase the funds available under the Credit Agreement. Loan fees related to the Wells Fargo Bank debt were $2.6 million and are being amortized over the five-year term of the loan. The aggregate amortization expense was $0.7 million and $0.1 million for the twelve months ended December 31, 2011 and December 31, 2010, respectively.

Gaming Licenses

Gaming license rights represent the value of the license to conduct gaming in certain jurisdictions, which is subject to highly extensive regulatory oversight and, in some cases, a limitation on the number of licenses available for issuance. The value of $9.9 million of the Rising Star gaming license is 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 gaming license. The other gaming license values are based on actual costs. Gaming licenses are not subject to amortization as they have indefinite useful lives and are evaluated for potential impairment on an annual basis unless events or changes in circumstances indicate the carrying amount of the gaming licenses may not be recoverable. The Company reviewed existing gaming licenses as of December 31, 2011 and recognized an expense of $0.03 million related to gaming licensing costs pertaining to a former director, who is no longer affiliated with the organization and $0.02 million related to other costs for a new license to be obtained.

 

Trademark

Trademarks are based on the legal fees and recording fees related to the trademark of the “Rising Star Casino Resort” name, and variations of such name. Trademarks are not subject to amortization, as they have an indefinite useful life and are evaluated for potential impairment on an annual basis unless events or changes in circumstances indicate the carrying amount of the trademark may not be recoverable.

Current & Future Amortization

The Company amortizes its definite-lived intangible assets, including its player loyalty program and loan fees, over their estimated useful lives. The aggregate amortization expense was $1.4 million and $0.1 million for the twelve months ended December 31, 2011 and December 31, 2010, respectively.

Total amortization expense for intangible assets for the years ending December 30, 2012, 2013, 2014, 2015, and 2016 is anticipated to be approximately $1.3 million, $1.1 million, $0.5 million, $0.2 million, and $0.0 million, respectively.