Full House Resorts, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

GOODWILL AND OTHER INTANGIBLES

GOODWILL AND OTHER INTANGIBLES

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

3. GOODWILL AND OTHER INTANGIBLES

Goodwill represents the excess of the purchase price over fair value of net assets acquired in connection with Silver Slipper Casino, Rising Star Casino Resort and Stockman’s Casino operations. In accordance with the authoritative guidance for goodwill and other intangible assets, we test our goodwill and indefinite-lived intangible assets for impairment annually or if a triggering event occurs. We evaluate goodwill and indefinite-lived intangible assets utilizing the market approach and income approach applying the discounted cash flows in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) Topic 350, “Intangibles-Goodwill and Other.”

Goodwill was $14.7 million for Silver Slipper Casino and $1.8 million for Stockman’s Casino as of September 30, 2014. Goodwill was $14.7 million for Silver Slipper Casino, $1.6 million for Rising Star Casino Resort and $1.8 million for Stockman’s Casino as of December 31, 2013. Due to various factors, including weak economic conditions, lower than anticipated discretionary consumer spending, and increased competition in our Indiana market, we realized lower than expected operating results during the first and second quarters of 2014. We performed interim impairment assessments of goodwill and indefinite-lived intangible assets as of June 30, 2014, and recognized a $1.6 million and $9.9 million impairment of Rising Star Casino Resort’s goodwill and gaming license, respectively during the 2nd quarter. We performed interim impairment assessments of goodwill and indefinite-lived intangible assets as of September 30, 2014 and determined that further impairment was not deemed necessary.

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 Silver Slipper Casino, Rising Star Casino Resort and Stockman’s Casino, although there is always some uncertainty in key assumptions including projected future earnings growth. If our estimates of projected cash flows related to our assets are not achieved, we may be subject to future impairment charges, which could have a material adverse impact on our consolidated financial statements.

Other Intangible Assets:

Other intangible assets, net consist of the following (in thousands):


	September 30, 2014 (unaudited)
	Estimated Life (years)		Gross Carrying Value		Accumulated Amortization			Cumulative Expense / (Disposals)			Intangible Asset, Net
Amortizing Intangible assets:
Player Loyalty Program - Rising Star		3	$	1,700	$	(1,700	)	$	--		$	--
Player Loyalty Program - Silver Slipper		3		5,900		(3,933	)		--			1,967
Land Lease and Water Rights - Silver Slipper		46		1,420		(63	)					1,357
Capital One Bank Loan Fees		3		5,033		(2,930	)		--			2,103
ABC Funding, LLC Loan Fees		4		1,103		(511	)		--			592

Non-amortizing intangible assets:
Gaming License-Indiana – Rising Star	Indefinite			9,900		--			(9,900	)		--
Gaming License-Mississippi	Indefinite			136		--			(16	)		120
Gaming Licensing-Nevada	Indefinite			435		--			(29	)		406
Gaming Licensing-Indiana - FHR	Indefinite			109		--			(7	)		102
Gaming Licensing-New York	Indefinite			14		--			--			14
Trademark	Indefinite			40		--			--			40
			$	25,790	$	(9,137	)	$	(9,952	)	$	6,701
Other Intangible assets subtotal			$	19,654	$	(5,696	)	$	(9,952	)	$	4,006
Loan Fees subtotal				6,136		(3,441	)		--			2,695
			$	25,790	$	(9,137	)	$	(9,952	)	$	6,701


	December 31, 2013
	Estimated Life (years)		Gross Carrying Value		Accumulated Amortization			Cumulative Expense / (Disposals)			Intangible Asset, Net
Amortizing Intangible assets:
Player Loyalty Program - Rising Star		3	$	1,700	$	(1,558	)	$	--		$	142
Player Loyalty Program - Silver Slipper		3		5,900		(2,458	)		--			3,442
Land Lease and Water Rights - Silver Slipper		46		1,420		(39	)		--			1,381
Capital One Bank Loan Fees		3		4,887		(2,019	)		--			2,868
ABC Funding, LLC Loan Fees		4		998		(308	)		--			690

Non-amortizing intangible assets:
Gaming License-Indiana	Indefinite			9,900		--			--			9,900
Gaming License-Mississippi	Indefinite			118		--			(13	)		105
Gaming Licensing-Nevada	Indefinite			453		--			(29	)		424
Gaming Licensing-Indiana - FHR	Indefinite			99		--			--			99
Trademark	Indefinite			40		--			--			40
			$	25,515	$	(6,382	)	$	(42	)	$	19,091

Other Intangible assets subtotal			$	19,630	$	(4,055	)	$	(42	)	$	15,533
Loan Fees subtotal				5,885		(2,327	)		--			3,558
			$	25,515	$	(6,382	)	$	(42	)	$	19,091

Player Loyalty Programs

The player loyalty programs represent the value of repeat business associated with Silver Slipper Casino’s and Rising Star Casino Resort’s loyalty programs. The value of the $5.9 million and $1.7 million Silver Slipper Casino’s and Rising Star Casino Resort’s player 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 player loyalty program. The valuation analyses for the active rated players were based on projected revenues and attrition rates. Silver Slipper Casino and Rising Star Casino Resort maintain historical information for the proportion of revenues attributable to the rated players for gross gaming revenue. The value of the player loyalty programs are amortized over a life of three years.

Land Lease and Water Rights

In November 2004, Silver Slipper Casino entered into a lease agreement with Cure Land Company, LLC for approximately 38 acres of land (“Land Lease”), which includes approximately 31 acres of protected marsh land as well as a seven-acre casino parcel, on which the Silver Slipper Casino was subsequently built. The lease was amended and extended on February 26, 2013, as discussed in Note 6. The $1.0 million Land Lease represents the excess fair value of the land over the estimated net present value of the Land Lease payments. The $0.4 million of water rights represented the fair value of the water rights based upon the market rates in Hancock County, Mississippi. The value of the Land Lease and water rights are amortized over the life of the Land Lease, or 46 years.

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. On October 1, 2012, we funded the purchase of the Silver Slipper Casino with the full amount of the $50.0 million first lien term loan (“First Lien Credit Agreement”) with Capital One Bank, N.A. (“Capital One”) and the full amount of the second lien term loan (“Second Lien Credit Agreement”) with ABC Funding, LLC, as discussed in Note 4. We incurred $4.7 million in loan fees related to obtaining the First Lien Credit Agreement and $1.0 million in loan fees related to obtaining the Second Lien Credit Agreement. On August 26, 2013, we entered into a first amendment to the First Lien Credit Agreement (the “First Lien Amendment”) and an amendment to the Second Lien Credit Agreement (the “Second Lien Amendment”) and incurred $0.2 million in additional loan fees, as discussed in Note 4. The First Lien Amendment modifications included an extended maturity date to June 29, 2016, therefore the amortization period for these loan fees was extended. On July 18, 2014, we entered into a second amendment to the First Lien Credit Agreement (the “First Lien 2nd Amendment”) and an amendment to the Second Lien Credit Agreement (the “Second Lien 2nd Amendment”) and incurred $0.2 million in additional loan fees, as discussed in Note 4. All of the loan fees are amortized over the terms of the agreements.

The aggregate loan fee amortization was $0.4 million and $0.4 million for the three months ended September 30, 2014 and 2013, respectively, and $1.1 million and $1.4 million for the nine months ended September 30, 2014 and 2013, respectively.

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. As discussed above, as of September 30, 2014, we have recognized a $9.9 million impairment of Rising Star Casino Resort’s gaming license. The other gaming license values are based on actual costs. Gaming licenses are not amortized 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.

Trademark

The trademark is based on the legal fees and recording fees related to the trademark of the “Rising Star Casino Resort” name, and variations of such name. The trademark is not subject to amortization, as it has an indefinite useful life and is 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 Amortization

We amortize our definite-lived intangible assets, including our player loyalty programs, loan fees, land leases and water rights over their estimated useful lives. The aggregate amortization expense was $0.9 million and $1.1 million for the three months ended September 30, 2014 and 2013, respectively, and $2.8 million and $3.3 million for the nine months ended September 30, 2014 and 2013, respectively.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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