Quarterly report pursuant to Section 13 or 15(d)

Goodwill and Other Intangibles

v2.4.0.6
Goodwill and Other Intangibles
3 Months Ended
Mar. 31, 2012
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 for Stockman’s and $1.6 million for Rising Star as of March 31, 2012 and December 31, 2011. Our 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. Our review of goodwill as of March 31, 2012, resulted in approximately a 19% excess of estimated fair value over the carrying value of Stockman’s goodwill and related assets using a market approach considering an earnings multiple of 6.25 times. These calculations, which are subject to change as a result of future economic uncertainty, contemplates changes for both current year and future year estimates in earnings and the impact of these changes to the fair value of Stockman’s and the Rising Star, although there is always some uncertainty in key assumptions including projected future earnings growth.

We acquired the Rising Star Casino Resort on April 1, 2011 for approximately $19.0 million in cash and $33.0 million drawn from our Credit Agreement with Wells Fargo (as discussed in Note 7). The goodwill of $1.6 million is the excess purchase price over the assets purchased.

 

                         
    Three months ended March 31, 2012  
    Balance at
beginning of
the period
    Changes during
the period
    Balance at
end of the
period
 

Stockman’s Goodwill

  $ 5,808,520     $ —       $ 5,808,520  

Rising Star Goodwill

    1,647,198       —         1,647,198  
   

 

 

   

 

 

   

 

 

 

Goodwill, net of accumulated impairment losses

  $ 7,455,718     $ —       $ 7,455,718  
   

 

 

   

 

 

   

 

 

 
   
    Three months ended March 31, 2011  
    Balance at
beginning of
the period
    Changes during
the period
    Balance at
end of the
period
 

Stockman’s Goodwill

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

Rising Star Goodwill

    —         —         —    
   

 

 

   

 

 

   

 

 

 

Goodwill, net of accumulated impairment losses

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

 

 

   

 

 

   

 

 

 

 

Other Intangible Assets:

Other intangible assets, net consist of the following:

 

                                     
    March 31, 2012 (unaudited)  
    Estimated
Life (years)
  Gross Carrying
Value
    Cumulated
Amortization
    Cumulative
Expense /
(Disposals)
    Intangible
Asset, Net
 

Amortizing Intangibles assets:

                                   

Player Loyalty Program—Rising Star

  3   $ 1,700,000     $ (566,668   $ —       $ 1,133,332  

Wells Fargo Bank Loan Fees

  5     2,614,438       (924,336     (1,690,102     —    

Non-amortizing intangible assets:

                                   

Gaming License-GEI—Rising Star

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

Gaming Licensing Costs

  Indefinite     516,807       —         —         516,807  

Trademarks

  Indefinite     28,920       —         387       29,307  
       

 

 

   

 

 

   

 

 

   

 

 

 
        $ 14,760,165     $ (1,491,004   $ (1,689,715   $ 11,579,446  
       

 

 

   

 

 

   

 

 

   

 

 

 
   
    December 31, 2011  
    Estimated
Life (years)
  Gross Carrying
Value
    Cumulated
Amortization
    Cumulative
Expense /
(Disposals)
    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-GEI—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  
       

 

 

   

 

 

   

 

 

   

 

 

 

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 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. We recognized amortization expense of $0.2 million during the first quarter of 2011 as a result of the termination. On October 29, 2010, we entered into a Credit Agreement with Wells Fargo Bank, N.A. In December 2010, we entered into a Commitment Increase Agreement to increase the funds available under the Credit Agreement. Loan fees related to the Wells Fargo debt were $2.6 million and were to be amortized over the five-year term of the loan. The aggregate amortization was $0.9 million and $0 for the three months ended March 31, 2012 and March 31, 2011, respectively. We paid off the remaining $25.3 million in debt, which consisted of $24.8 of our existing long term debt and $0.5 million due on the Swap, related to the Credit Agreement with Wells Fargo as of March 30, 2012 and therefore expensed the net remaining loan fees of $1.7 million, after the necessary amortization expense through March 30, 2012.

Gaming License

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 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 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. We reviewed existing gaming licenses as of December 31, 2011 and recognized a write down 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 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

We amortize definite-lived intangible assets, including player loyalty program and loan fees, over their estimated useful lives. The aggregate amortization expense was $0.4 million and $0.1 million for the three months ended March 31, 2012 and March 31, 2011, respectively. Total amortization expense for intangible assets for the years ending March 31, 2013 and March 2014 are anticipated to be approximately $0.6 million each year, which represents the amortization on the remaining Rising Star player loyalty program costs.