Quarterly report pursuant to Section 13 or 15(d)

LEASES

v3.19.2
LEASES
6 Months Ended
Jun. 30, 2019
Leases [Abstract]  
LEASES
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

LEASES
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