Annual report pursuant to Section 13 and 15(d)

Acquisition of Rising Star and Grand Lodge Casinos

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Acquisition of Rising Star and Grand Lodge Casinos
12 Months Ended
Dec. 31, 2011
Acquisition of Rising Star and Grand Lodge Casinos [Abstract]  
ACQUISITION OF RISING STAR AND GRAND LODGE CASINOS

14. ACQUISITION OF RISING STAR AND GRAND LODGE CASINOS

On April 1, 2011, the Company purchased the Grand Victoria Casino and Resort, located in Rising Sun, Indiana on the Ohio River for approximately $19.0 million in cash and $33.0 million drawn from the Company’s Credit Agreement with Wells Fargo. The Company entered into the Credit Agreement with Wells Fargo on October 29, 2010, as discussed in Note 9, and regulatory approvals were obtained to accommodate a closing effective April 1, 2011. In August 2011, the property was renamed Rising Star Casino Resort (“Rising Star”).

Through December 31, 2011 and December 31, 2010, the Company had incurred $0.5 million and $0.2 million in acquisition related expenses, respectively, which are included in project development and acquisition expense. In conjunction with closing on the financing commitment, the Company has incurred $2.6 million in financing related fees located on the balance sheet in other intangibles.

The Rising Star purchase price was allocated in the second quarter of 2011 as follows (in millions):

 

      September 30,  

Land and land improvements

  $ 8.1  

Buildings and building improvements

    16.8  

Equipment and boat related assets

    6.3  

Gaming license

    9.9  

Player loyalty program

    1.7  

Goodwill (excess purchase price over the assets purchased)

    1.6  

Working capital (deficit)

    (2.0
   

 

 

 
    $ 42.4  
   

 

 

 

On June 28, 2011, the Company, through a wholly-owned subsidiary, Gaming Entertainment (Nevada) LLC, entered into definitive agreements with HCC Corporation dba Grand Lodge Casino to acquire specific gaming related operating assets and liabilities of the property, located in Incline Village, Nevada. The purchase price was $0.7 million, exclusive of operating cash and working capital, as of September 1, 2011. Concurrently, Gaming Entertainment (Nevada) LLC entered into a lease agreement with Hyatt Equities LLC for a five-year term to lease the casino space operating as Grand Lodge Casino for $0.1 million per month, over the initial term of the lease.

The Grand Lodge purchase price was allocated in the third quarter of 2011 as follows (in millions):

 

      September 30,  

Gaming Equipment

  $ 0.7  

Working capital, including cash acquired

    0.7  
   

 

 

 
    $ 1.4  
   

 

 

 

 

The following unaudited, condensed consolidated pro forma data summarizes the Company’s results of operations for the periods indicated as if the acquisitions had occurred as of January 1, 2010. This unaudited pro forma consolidated financial information is not necessarily indicative of what the Company’s actual results would have been had the acquisition been completed on that date, or of future financial results. The estimated net income attributable to the Company and the net income per share has been adjusted for Rising Star’s effective tax rate in the State of Indiana.

 

      September 30,       September 30,  
    Twelve months ended December 31,  

In thousands, except for per share amounts

  2011     2010  

Net revenues

  $ 142,110     $ 162,566  

Depreciation and amortization

    8,938       11,591  

Operating income

    20,000       21,139  

Net income attributable to the Company

    2,761       3,192  

Net income per share

  $ 0.15     $ 0.18