10-Q 1 fullhouseresorts10-qxq22018.htm 10-Q Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2018
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from         to
 Commission File No. 1-32583

 FULL HOUSE RESORTS, INC.
(Exact name of registrant as specified in its charter)  
Delaware
(State or other jurisdiction
of incorporation or organization)
 
13-3391527
(I.R.S. Employer
Identification No.)
 
 
 
One Summerlin, 1980 Festival Plaza Drive, Suite 680
Las Vegas, Nevada
(Address of principal executive offices)
 
89135
(Zip Code)
(702) 221-7800
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ    No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “small reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o
Accelerated Filer o
Non Accelerated Filer o (Do not check if a smaller reporting company)  
Smaller reporting company þ
Emerging growth company o
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: Yes  ☐  No  ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ
 
As of August 6, 2018, there were 26,932,169 shares of Common Stock, $0.0001 par value per share, outstanding.
 

1




 
FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX

2



PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)
 
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Revenues
 
 
 
 
 
 
 
Casino (1)
$
28,632

 
$
35,787

 
$
55,602

 
$
71,693

Food and beverage (1)
8,783

 
8,100

 
16,722

 
15,999

Hotel (1)
2,582

 
2,237

 
4,865

 
4,315

Other operations
1,230

 
1,243

 
1,969

 
2,017

Gross revenues
41,227

 
47,367

 
79,158

 
94,024

Less promotional allowances (1)

 
(7,246
)
 

 
(14,283
)
Net revenues
41,227

 
40,121

 
79,158

 
79,741

Operating costs and expenses
 

 
 

 
 

 
 

Casino (1)
11,282

 
18,874

 
22,366

 
37,454

Food and beverage (1)
9,757

 
3,160

 
18,883

 
6,132

Hotel (1)
2,652

 
276

 
5,139

 
478

Other operations (1)
834

 
571

 
1,348

 
851

Selling, general and administrative (1)
12,462

 
13,728

 
24,424

 
26,812

Project development and acquisition costs
130

 
53

 
167

 
185

Depreciation and amortization
2,038

 
2,138

 
4,206

 
4,235

Loss (gain) on disposal of assets, net
69

 
(14
)
 
79

 
(1
)
 
39,224

 
38,786

 
76,612

 
76,146

Operating income
2,003

 
1,335

 
2,546

 
3,595

Other (expense) income
 

 
 

 
 

 
 

Interest expense, net of $171 and $216 capitalized for the three and six months ended June 30, 2018
(2,466
)
 
(2,705
)
 
(5,006
)
 
(5,384
)
Loss on extinguishment of debt

 

 
(2,673
)
 

Adjustment to fair value of warrants
(80
)
 
30

 
423

 
30

 
(2,546
)

(2,675
)
 
(7,256
)
 
(5,354
)
Loss before income taxes
(543
)
 
(1,340
)
 
(4,710
)
 
(1,759
)
Provision for income taxes
118

 
184

 
237

 
368

Net loss
$
(661
)
 
$
(1,524
)
 
$
(4,947
)
 
$
(2,127
)
 
 
 
 
 
 
 
 
Basic loss per share
$
(0.02
)
 
$
(0.07
)
 
$
(0.20
)
 
$
(0.09
)
Diluted loss per share
$
(0.02
)
 
$
(0.07
)
 
$
(0.21
)
 
$
(0.09
)
 
(1)
On January 1, 2018, the Company adopted Accounting Standards Codification No. 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method, which impacts the comparability of these line items.

See condensed notes to consolidated financial statements.

3



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
June 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets
 
 
 
Cash and equivalents
$
22,726

 
$
19,910

Accounts receivable, net of allowance of $105 and $103
1,530

 
1,760

Inventories
1,551

 
1,692

Prepaid expenses and other
4,644

 
2,849

 
30,451

 
26,211

 
 
 
 
Property and equipment, net
117,661

 
114,058

Goodwill
21,286

 
21,286

Intangible assets, net of accumulated amortization of $7,779 and $7,763
10,926

 
10,936

Deposits and other
1,031

 
994

 
$
181,355

 
$
173,485

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities
 

 
 

Accounts payable
$
5,927

 
$
5,182

Accrued payroll and related
3,864

 
3,115

Other accrued expenses
7,955

 
8,846

Common stock warrant liability
2,074

 

Current portion of long-term debt
1,000

 
1,000

Current portion of capital lease obligation
451

 
421

 
21,271

 
18,564

 
 
 
 
Other long-term obligations
179

 
2,689

Long-term debt, net of current portion
94,362

 
93,566

Capital lease obligation, net of current portion
4,605

 
4,861

Deferred tax liability
1,994

 
1,757

 
122,411

 
121,437

Commitments and contingencies (Notes 6, 7 and 9)


 


Stockholders’ equity
 

 
 

Common stock, $0.0001 par value, 100,000,000 shares authorized; 28,288,764 and 24,294,084 shares issued and 26,932,169 and 22,937,489 shares outstanding
3

 
2

Additional paid-in capital
63,710

 
51,868

Treasury stock, 1,356,595 common shares
(1,654
)
 
(1,654
)
Retained earnings (deficit)
(3,115
)
 
1,832

 
58,944

 
52,048

 
$
181,355

 
$
173,485


See condensed notes to consolidated financial statements.

4



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
 
Treasury Stock
 
 
 
 
 
 
Shares
 
Dollars
 
Additional Paid-in Capital
 
Shares
 
Dollars
 
Retained Earnings (Deficit)
 
Total Stockholders’ Equity
Balance, January 1, 2018
 
24,294

 
$
2

 
$
51,868

 
1,357

 
$
(1,654
)
 
$
1,832

 
$
52,048

Stock grants
 
34

 

 
104

 

 

 

 
104

Registered direct offering
 
3,943

 
1

 
11,435

 

 

 

 
11,436

Share-based compensation
 
18

 

 
303

 

 

 

 
303

Net loss
 

 

 

 

 

 
(4,947
)
 
(4,947
)
Balance, June 30, 2018
 
28,289

 
$
3

 
$
63,710

 
1,357

 
$
(1,654
)
 
$
(3,115
)
 
$
58,944

 
See condensed notes to consolidated financial statements.

5



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
 
 
 
 
Six Months Ended 
 June 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net loss
$
(4,947
)
 
$
(2,127
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
  

Depreciation and amortization
4,206

 
4,235

Amortization of debt issuance and warrant costs
398

 
439

Share-based compensation
407

 
269

Change in fair value of stock warrants
(423
)
 
(30
)
Debt extinguishment costs
2,673

 

Loss (gain) on disposal of assets and other
80

 
(14
)
Increases and decreases in operating assets and liabilities:
 
 
 
Accounts receivable
230

 
711

Prepaid expenses, inventories and other
(1,652
)
 
(1,985
)
Deferred taxes
237

 
367

Accounts payable and accrued expenses
(538
)
 
458

Net cash provided by operating activities
671

 
2,323

Cash flows from investing activities:
 

 
 

Purchase of property and equipment
(6,744
)
 
(6,252
)
Other
(234
)
 
(40
)
Net cash used in investing activities
(6,978
)
 
(6,292
)
Cash flows from financing activities:
 

 
 

Payment of First and Second Lien Term Loans
(96,063
)
 
(563
)
Prepayment premium of Second Lien Term Loan
(1,100
)
 

Proceeds from Senior Secured Notes borrowings
100,000

 

Payment of debt issuance costs
(4,044
)
 
(281
)
Payment of Interest Rate Cap premium
(238
)
 

Repayment of Senior Secured Notes principal
(500
)
 

Repayment of capital lease obligation
(226
)
 
(224
)
Proceeds from equity offering
11,435

 

Other
(141
)
 

Net cash provided by (used in) financing activities
9,123

 
(1,068
)
 
 
 
 
Net increase (decrease) in cash and equivalents
2,816

 
(5,037
)
Cash and equivalents, beginning of period
19,910

 
27,038

Cash and equivalents, end of period
$
22,726

 
$
22,001

 
 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:
 

 
 

Cash paid for interest, net of amounts capitalized
$
4,717

 
$
4,871

NON-CASH INVESTING AND FINANCING ACTIVITIES:
 

 
 

Accounts payable related capital expenditures
$
2,073

 
$
1,100

 
See condensed notes to consolidated financial statements.

6



FULL HOUSE RESORTS, INC. AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. ORGANIZATION
 
Organization. Formed as a Delaware corporation in 1987, Full House Resorts, Inc. owns, leases, operates, develops, manages, and/or invests in casinos and related hospitality and entertainment facilities. References in this document to “Full House”, the “Company”, “we”, “our”, or “us” refer to Full House Resorts, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

We currently operate five casinos; four are part of real estate that we own or lease and one is located within a hotel owned by a third party. The following table identifies the properties along with their respective dates of acquisition and locations:

Property
 
Acquisition
Date
 
Location
Silver Slipper Casino and Hotel
 
2012
 
Hancock County, MS
(near New Orleans)
Bronco Billy’s Casino and Hotel
 
2016
 
Cripple Creek, CO
(near Colorado Springs)
Rising Star Casino Resort
 
2011
 
Rising Sun, IN
(near Cincinnati)
Stockman’s Casino
 
2007
 
Fallon, NV
(one hour east of Reno)
Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino)
 
2011
 
Incline Village, NV
(North Shore of Lake Tahoe)

We manage our casinos based on geographic regions within the United States.  See Note 12 for further information.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation. As permitted by the rules and regulations of the Securities and Exchange Commission, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted. These consolidated financial statements should be read in conjunction with the Company’s 2017 annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

The interim consolidated financial statements of the Company included herein reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of annualized results for an entire year.

The consolidated financial statements include the accounts of Full House and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Fair Value and the Fair Value Input Hierarchy. Fair value measurements affect our accounting for net assets acquired in acquisition transactions and certain financial assets and liabilities, such as our interest rate cap (“Interest Rate Cap”) agreement and common stock warrant liability. Fair value measurements are also used in our periodic assessments of long-lived tangible and intangible assets for possible impairment, including for property and equipment, goodwill, and other intangible assets. Fair value is defined as the expected price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.


7



GAAP categorizes the inputs used for fair value into a three-level hierarchy:

Level 1: Observable inputs, such as quoted prices in active markets for identical assets or liabilities;
Level 2: Comparable inputs other than quoted prices that are observable for similar assets or liabilities in less active markets; and
Level 3: Unobservable inputs which may include metrics that market participants would use to estimate values, such as revenue and earnings multiples and relative rates of return.

The Company utilizes Level 2 inputs when measuring the fair value of its Interest Rate Cap. In order to estimate the fair value of this derivative instrument, the Company obtains valuation reports from the third-party broker that issued the Interest Rate Cap. The report contemplates fair value by using inputs including market-observable data such as interest rate curves, volatilities, and information derived from or corroborated by that market-observable data (see Note 6).

The Company utilizes Level 3 inputs when measuring the fair value of net assets acquired in business combination transactions, subsequent assessments for impairment, and most financial instruments, including but not limited to the estimated fair value of common stock warrants at issuance and for recurring changes in the related warrant liability (see Note 7).

Operating Revenues and Related Costs and Expenses. The Company adopted a new revenue standard (see Note 3) effective January 1, 2018. The Company’s revenues consist primarily of casino gaming, food and beverage, hotel, and other revenues (such as entertainment). The majority of our revenues are derived from casino gaming, principally slot machines.

Gaming revenue is the difference between gaming wins and losses, not the total amount wagered. We account for our gaming transactions on a portfolio basis as such wagers have similar characteristics and it would not be practical to view each wager on an individual basis.

We sometimes provide discretionary complimentary goods and services (“Discretionary Comps”). For these types of transactions, we allocate revenue to the department providing the complimentary goods or services based upon its estimated standalone selling price, offset by a reduction in casino revenues.

Some of our customers choose to earn points under our customer loyalty programs. As points are accrued, we defer a portion of our gaming revenue based on the estimated standalone value of loyalty points being earned by the customer. The standalone value of loyalty points is derived from the retail value of food, beverages, hotel rooms, and other goods or services for which such points may be redeemed. A liability related to these customer loyalty points is recorded, net of estimated breakage and other factors, until the customer redeems these points, primarily for “free casino play/cash back,” complimentary dining, or hotel stays. Upon redemption, the related revenue is recognized at retail value within the department providing the goods or services.

Revenue for food and beverage, hotel, and other revenue transactions is typically the net amount collected from the customer for such goods and services, plus the retail value of (i) discretionary comps and (ii) comps provided in return for redemption of loyalty points. We record such revenue as the good or service is transferred to the customer. Additionally, we may collect deposits in advance for future hotel reservations or entertainment, among other services, which represent obligations to the Company until the service is provided to the customer.

Other notable changes of the new revenue recognition standard include:

The Company no longer presents a promotional allowances line item on its consolidated statement of operations, as revenues are now allocated between casino revenue and other revenue categories.
The Company no longer reclassifies the estimated cost of complimentaries provided to a gaming customer from other expense categories to casino operating expenses.

Income Taxes. For interim income tax reporting, it was determined that the Company’s annual effective tax rate could not be reasonably estimated. As a result, the Company used the actual year-to-date effective tax rate to determine the tax expense incurred during the three and six months ended June 30, 2018 and 2017.

Reclassifications. We made certain minor reclassifications to prior-period amounts to conform to the current-period presentation. Such reclassifications had no effect on the previously reported net loss or stockholders’ equity.

Earnings (Loss) Per Share. Earnings (loss) per share is net income (loss) applicable to common stock divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional dilutive effects for all potentially-dilutive securities, including common stock options and warrants, using the treasury stock method.

8





3. NEW ACCOUNTING PRONOUNCEMENTS
 
New Accounting Pronouncements Implemented

Statement of Cash Flows. In January 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments,” otherwise referred as “ASU 2016-15.” ASU 2016-15 amends the guidance of Accounting Standards Codification (“ASC”) Topic 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles, specifically clarifying the guidance on eight cash flow issues. The adoption did not and is not expected to have a material impact on our consolidated financial statements.

Revenue from Contracts with Customers. In January 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) using the modified retrospective method, which applies to all contracts that are written, oral or implied by customary business practices.

The comparative information as of and for the three and six months ended June 30, 2017 has not been restated and continues to be reported under the accounting standards in effect for that period. The adoption of ASC 606 for 2018 has not and is not expected to have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis.

The impact of adoption on our consolidated statement of operations is shown below. Note that we did not present any balance sheet effects, as the amounts are immaterial.
(In thousands, unaudited)
 
 
 
 
 
 
Three Months Ended June 30, 2018
Statement of Operations
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
Revenues
 
 
 
 
 
Casino
$
28,632

 
$
36,713

 
$
(8,081
)
Food and beverage
8,783

 
8,704

 
79

Hotel
2,582

 
2,376

 
206

Promotional allowances

 
(7,733
)
 
7,733

 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
Casino
11,282

 
18,675

 
(7,393
)
Food and beverage
9,757

 
3,124

 
6,633

Hotel
2,652

 
389

 
2,263

Other operations
834

 
505

 
329

Selling, general and administrative
12,462

 
14,352

 
(1,890
)
Operating income
2,003

 
2,008

 
(5
)
Loss before income taxes
(543
)
 
(538
)
 
(5
)
Net loss
(661
)
 
(656
)
 
(5
)


9



(In thousands, unaudited)
 
 
 
 
 
 
Six Months Ended June 30, 2018
Statement of Operations
As Reported
 
Balances without Adoption of ASC 606
 
Effect of Change
Higher/(Lower)
Revenues
 
 
 
 
 
Casino
$
55,602

 
$
71,226

 
$
(15,624
)
Food and beverage
16,722

 
16,584

 
138

Hotel
4,865

 
4,459

 
406

Promotional allowances

 
(14,653
)
 
14,653

 
 
 
 
 
 
Costs and expenses
 
 
 
 
 
Casino
22,366

 
36,945

 
(14,579
)
Food and beverage
18,883

 
6,190

 
12,693

Hotel
5,139

 
618

 
4,521

Other operations
1,348

 
827

 
521

Selling, general and administrative
24,424

 
27,982

 
(3,558
)
Operating income
2,546

 
2,571

 
(25
)
Loss before income taxes
(4,710
)
 
(4,685
)
 
(25
)
Net loss
(4,947
)
 
(4,922
)
 
(25
)

New Accounting Pronouncements to be Implemented

Leases. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”), which replaces the existing guidance in ASC 840, Leases. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. ASU 2016-02 requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements and footnote disclosures.

Management believes that there are no other recently-issued accounting standards not yet effective that are currently likely to have a material impact on our financial statements.

4. REVENUE

Our revenue, disaggregated by type of revenue and segment, is as follows:

(In thousands, unaudited)
Three Months Ended June 30, 2018
 
Silver Slipper Casino and Hotel
 
Rising Star Casino Resort
 
Bronco Billy’s Casino and Hotel
 
Northern Nevada Casinos
 
Total
Revenues
 
 
 
 
 
 
 
 
 
Casino
$
11,438

 
$
7,974

 
$
5,373

 
$
3,847

 
$
28,632

Food and beverage
4,824

 
2,291

 
1,182

 
486

 
8,783

Hotel
835

 
1,586

 
161

 

 
2,582

Other operations
395

 
677

 
79

 
79

 
1,230

 
$
17,492

 
$
12,528

 
$
6,795

 
$
4,412

 
$
41,227



10



(In thousands, unaudited)
Six Months Ended June 30, 2018
 
Silver Slipper Casino and Hotel
 
Rising Star Casino Resort
 
Bronco Billy’s Casino and Hotel
 
Northern Nevada Casinos
 
Total
Revenues
 
 
 
 
 
 
 
 
 
Casino
$
22,488

 
$
15,499

 
$
10,347

 
$
7,268

 
$
55,602

Food and beverage
9,169

 
4,348

 
2,258

 
947

 
16,722

Hotel
1,612

 
2,974

 
279

 

 
4,865

Other operations
732

 
934

 
153

 
150

 
1,969

 
$
34,001

 
$
23,755

 
$
13,037

 
$
8,365

 
$
79,158


We have accruals for certain liabilities with customers, including liabilities for our customer loyalty programs and progressive jackpot liabilities. Such liabilities were approximately $3.2 million for each of June 30, 2018 and December 31, 2017.

5. PROPERTY AND EQUIPMENT
 Property and equipment, including capital lease assets, consists of the following:
(In thousands)
June 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
Land and improvements
$
15,927

 
$
15,376

Buildings and improvements
108,874

 
106,728

Furniture and equipment
42,764

 
41,281

Construction in progress
6,225

 
2,723

 
173,790

 
166,108

Less: Accumulated depreciation
(56,129
)
 
(52,050
)
 
$
117,661

 
$
114,058


6. LONG-TERM DEBT AND CAPITAL LEASE
 
Long-Term Debt

Long-term debt, related discounts and issuance costs consist of the following:

(In thousands)
June 30,
2018
 
December 31, 2017
 
(Unaudited)
 
 
Senior Secured Notes
$
99,500

 
$

First Lien Term Loan

 
41,063

Revolving Loan

 

Second Lien Term Loan

 
55,000

 
99,500

 
96,063

Less: Discounts and unamortized debt issuance costs
(4,138
)
 
(1,497
)
 
95,362

 
94,566

Less: Current portion of long-term debt
(1,000
)
 
(1,000
)
 
$
94,362

 
$
93,566



11



Senior Secured Notes. On February 2, 2018, we sold $100 million of senior secured notes due 2024 (the “Notes”) to qualified institutional buyers. The Notes were issued on the same day at a price of 98% of their face value (a 2% original issue discount). Proceeds from the Notes were used to (i) pay fees and expenses incurred in connection with the debt offering; (ii) refinance the entire amounts outstanding under the First and Second Lien Credit Facilities; (iii) provide ongoing working capital; and (iv) provide funds for capital expenditures and for general corporate purposes. As of February 2, 2018, immediately prior to the issuance of the Notes, we had approximately $41 million outstanding under the First Lien Credit Facility and approximately $55 million outstanding under the Second Lien Credit Facility, which were extinguished at a loss of $2.7 million, reflecting the call premiums on such debt and the write-off of unamortized debt issuance costs.

The Notes bear interest at the greater of the three-month London Interbank Offered Rate (“LIBOR”) or 1.0%, plus a margin rate of 7.0%. Interest on the Notes is payable quarterly in arrears, on March 31, June 30, September 30 and December 31 of each year until the Notes mature on February 2, 2024. On each interest payment date, we are required to make principal payments of $250,000 with a balloon payment for the remaining $94 million due upon maturity.

At any time prior to February 2, 2019, the Company may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed, plus the “Applicable Premium” (as defined in the indenture governing the Notes and similar to a “make whole” provision) and accrued and unpaid interest.

On or after February 2, 2019, the Company may redeem all or a part of the Notes plus the premium as set forth below, plus accrued and applicable unpaid interest:

Redemption Periods
 
Percentage Premium
On February 2, 2019 to February 1, 2020
 
2.0%
On February 2, 2020 to February 1, 2021
 
1.5%
On February 2, 2021 to February 1, 2022
 
0.5%
On or after February 2, 2022
 
—%

The Notes are collateralized by substantially all of our assets and are guaranteed by all of our material subsidiaries. 

Interest Rate Cap Agreement. In April 2018, the Company purchased an Interest Rate Cap from Capital One, N.A. for $238,000 in order to manage expected interest rate increases on the Notes. The agreement is for a notional amount of $50 million and expires on March 31, 2021. The Interest Rate Cap has a strike rate of 3.00% and resets every three months at the end of March, June, September, and December. If the three-month LIBOR exceeds the strike rate at the end of any covered period, the Company will receive cash payments from Capital One.

Based on fair value measurements using Level 2 inputs (see Note 2), the Company adjusts the carrying value of the Interest Rate Cap quarterly. Since the Company did not elect for hedge accounting, any adjustments to the carrying value between reporting periods will be charged to interest expense on the consolidated statement of operations. In order to estimate the fair value of this derivative instrument, the Company obtains valuation reports from the third-party issuer of the Interest Rate Cap. Fair value of the Company’s Interest Rate Cap at June 30, 2018 was $236,877 and is presented on the consolidated balance sheet under non-current assets as “Deposits and other”.

Covenants. The indenture governing the Notes contains customary representations and warranties, events of default, and positive and negative covenants, including financial covenants. We are required to maintain a total leverage ratio (as defined below), which measures Consolidated EBITDA (as defined in the indenture) against outstanding debt. We are allowed to deduct up to $15 million of our cash and equivalents (beyond estimated cash utilized in daily operations) in calculating the numerator of such ratio.

12



Four Fiscal Quarters Ending
 
Maximum
Total Leverage
Ratio
June 30, 2018
 
5.50 to 1.00
September 30, 2018
 
5.50 to 1.00
December 31, 2018
 
5.25 to 1.00
March 31, 2019
 
5.00 to 1.00
June 30, 2019
 
5.00 to 1.00
September 30, 2019
 
4.75 to 1.00
December 31, 2019
 
4.75 to 1.00
March 31, 2020
 
4.50 to 1.00
June 30, 2020
 
4.50 to 1.00
September 30, 2020
 
4.25 to 1.00
December 31, 2020
 
4.25 to 1.00
March 31, 2021
 
4.25 to 1.00
June 30, 2021
 
4.25 to 1.00
September 30, 2021 and the last day of each fiscal quarter thereafter
 
4.00 to 1.00

We were in compliance with our covenants as of June 30, 2018. However, there can be no assurances that we will remain in compliance with all covenants in the future and/or that we would be successful in obtaining waivers or modifications in the event of noncompliance.

Capital Lease

Our Indiana subsidiary, Gaming Entertainment (Indiana) LLC, leases a 104-room hotel at Rising Star Casino Resort. At any time during the lease term, we have the option to purchase the hotel at a price based upon the project’s actual cost of $7.7 million, reduced by the cumulative principal payments made by the Company during the lease term.  At June 30, 2018, such net amount was $5.1 million. Upon expiration of the lease term in October 2027, (i) the Landlord has the right to sell the hotel to us, and (ii) we have the option to purchase the hotel.  In either case, the purchase price is $1 plus closing costs. 

7. COMMON STOCK WARRANT LIABILITY

The refinancing disclosed in Note 6 is considered a “triggering event” for the possible redemption or registration of the warrants, as further detailed below. The Company’s warrant-holders have not yet requested the redemption or registration of their outstanding warrants, though they may do so on any six-month anniversary of the refinancing date prior to warrant expiration. Accordingly, the obligation is reflected as a current liability as of June 30, 2018.

As part of the Company’s former Second Lien Credit Facility, on May 13, 2016, the Company granted the Second Lien Credit Facility lenders 1,006,568 warrants. The warrants have an exercise price of $1.67 and expire on May 13, 2026. The warrants also provide for redemption rights, preemptive rights under certain circumstances to maintain their ownership interest in the Company, piggyback registration rights and mandatory registration rights after two years. In addition to a refinancing, the redemption rights allow the warrant-holders, at their option, to require the Company to repurchase all or a portion of the warrants upon the occurrence of certain events, including: (i) a liquidity event, as defined in the warrant purchase agreement, or (ii) the Company’s insolvency. The repurchase value is the 21-day average price of the Company’s common stock at the time of such liquidity event, net of the warrant exercise price. If the redemption rights are exercised, the repurchase amount is payable by the Company in cash or through the issuance of an unsecured note with a four-year term and a minimum interest rate of 13.25%, as further defined in the warrant purchase agreement, and would be guaranteed by the Company’s subsidiaries. Alternatively, the warrant-holders may choose to have the Company register and sell the shares related to the warrants through a public stock offering.

We measure the fair value of the warrants at each reporting period. Due to the variable terms regarding the timing of the settlement of the warrants, the Company utilized a “Monte Carlo” simulation approach to measure the fair value of the warrants. The simulation included certain estimates by Company management regarding the estimated timing of the settlement of the warrants. Significant increases or decreases in those management estimates would result in a significantly higher or lower fair value measurement. At June 30, 2018, the simulation included the following assumptions: an expected contractual

13



term of 7.87 years, an expected stock price volatility rate of 43.00%, an expected dividend yield of 0%, and an expected risk-free interest rate of 2.82%. The common stock warrant liability at June 30, 2018 was $2.1 million compared to $2.5 million at December 31, 2017.

8. INCOME TAXES
 
The Company’s effective income tax rate for the three and six months ended June 30, 2018 was (21.9)% and (5.0)%, respectively, compared to an effective income tax rate of (13.7)% and (20.9)% in the corresponding prior-year periods. Our tax rate differs from the statutory rate of 21.0% primarily due to the effects of valuation allowances against net deferred tax assets, as well as certain permanent item differences between tax and financial reporting purposes.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”).  The 2017 Tax Act establishes new tax laws that will affect 2018 and beyond, including, but not limited to: (i) reduction of the U.S. federal corporate tax rate from 35% to 21%; (ii) elimination of the corporate alternative minimum tax; (iii) limitations on the deductibility of interest expense; (iv) limitations on the deductibility of certain executive compensation; and (v) limitations on the use of net operating losses (“NOLs”) generated after December 31, 2017 to reduce taxable income.

The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification (“ASC”) 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the 2017 Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the 2017 Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.  If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act.

As of June 30, 2018, the Company was able to reasonably estimate the effects of the 2017 Tax Act and recorded provisional adjustments associated with the effects on existing deferred tax balances. The Company will continue to make and refine its calculations as additional analysis is completed and further guidance is provided. The provisional amount recorded related to the remeasurement of its deferred tax balance at December 31, 2017 remains unchanged as of June 30, 2018. We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2018 results. Tax losses incurred in 2018 may shelter taxable income in future years. However, because of the level of uncertainty regarding sufficient prospective income, we maintain a valuation allowance against our remaining deferred tax assets.

9. COMMITMENTS AND CONTINGENCIES
 
Litigation

We are party to a number of pending legal proceedings related to matters that occurred in the normal course of business.  Management does not expect that the outcome of any such proceedings, either individually or in the aggregate, will have a material effect on our financial position, results of operations and cash flows.


14



Options to Purchase or Lease Land and Buildings

During November 2017, the Company capitalized $0.2 million of costs for options to either purchase or lease various buildings and land in Cripple Creek, Colorado, near Bronco Billy’s. The options include:

an option to purchase or lease land consisting of a closed casino. The Company exercised the lease option during the second quarter of 2018, with an anticipated lease start in August 2018. The lease includes a minimum three-year term with annual lease payments of $0.2 million, and can be extended by an additional two years with annual lease payments of $0.3 million. The Company can also purchase the casino prior to lease-end at a price that increases over time, with a purchase price of $2.5 million if bought by October 31, 2019, and increasing by $0.1 million on each anniversary thereafter up to $2.8 million;
an option to purchase land improved with a hotel for $1.7 million, which the Company exercised during the second quarter of 2018 and now owns; and
an option to purchase land for $0.3 million, which the Company exercised during the first quarter of 2018 and now owns.

The Company also had a short-term lease on a parking lot behind Bronco Billy’s that included an option to purchase the lot for $1.2 million. The Company exercised its right to purchase such land on June 20, 2018 and expects to close on the purchase in the third quarter of 2018.

Operating Leases
 
In addition to the following leases, we have less-significant operating leases for certain office and warehouse facilities, office equipment, signage and land.

Silver Slipper Casino Land Lease through April 2058 and Options to Purchase.  In 2004, our 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 land lease includes base monthly payments of $77,500 plus contingent rents of 3% of monthly gross gaming revenue (as defined in the lease agreement) in excess of $3.65 million.

The land lease also includes an exclusive option to purchase the leased land during the period from February 26, 2019 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 ten years following the purchase date. In the event that we sell or transfer (i) substantially all of the assets of Silver Slipper Casino Venture, LLC, or (ii) our 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 ten years.

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 increased the monthly rents from $18,500 to $25,000 for the first two years of the renewal period and $30,000 for the third year. The lease also contains a $7.6 million purchase option exercisable at any time during the lease and a right of first refusal.

Grand Lodge Casino Lease through August 2023.  Our 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 Notes. Hyatt has an option, beginning January 1, 2019, to purchase our 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. On January 1, 2018, the monthly rent payment increased from $145,833 to $166,667.

Corporate Office Lease. In June 2017, the Company began occupying 4,479 square feet of office space in Las Vegas, Nevada. The office lease terms include an expiration date in January 2025 and approximately $0.2 million of annual rents.


15



10. EARNINGS (LOSS) PER SHARE AND STOCKHOLDERS EQUITY

The table below reconciles basic and diluted loss per share of common stock:
(In thousands, unaudited)
Three Months Ended June 30, 2018
 
Six Months Ended June 30, 2018
 
2018
 
2017
 
2018
 
2017
Numerator:
 
 
 
 
 
 
 
Net loss - basic
$
(661
)
 
$
(1,524
)
 
$
(4,947
)
 
$
(2,127
)
Adjustment for assumed conversion of warrants
81

 

 
(423
)
 

Net loss - diluted
$
(580
)
 
$
(1,524
)
 
$
(5,370
)
 
$
(2,127
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted-average common share equivalents - basic
26,922

 
22,876

 
25,077

 
22,871

Potential dilution from assumed conversion of warrants

 

 
499

 

Weighted-average common and common share equivalents - diluted
26,922

 
22,876

 
25,576

 
22,871

Anti-dilutive share-based awards and warrants excluded from the calculation of diluted loss per share
3,540

 
3,545

 
2,533

 
3,545



In March 2018, we completed a registered direct offering for a total of 3,943,333 shares of our common stock at a price of $3.00 per share, resulting in net proceeds to us of approximately $11.4 million. We intend to use the net proceeds from this offering for general corporate purposes, including Phase One of our planned expansion of Bronco Billy’s Casino and Hotel in Cripple Creek, Colorado.

11. SHARE-BASED COMPENSATION

As of June 30, 2018, we had 961,225 share-based awards authorized by shareholders and available for grant from the 2015 Equity Incentive Plan.

The following table summarizes information related to our common stock options as of June 30, 2018:
 
Number
of Stock
Options
 
Weighted
Average
Exercise Price
Options outstanding at January 1, 2018
2,491,274

 
$
1.59

Granted
42,000

 
3.35

Exercised

 

Canceled/Forfeited
(16,666
)
 
2.01

Options outstanding at June 30, 2018
2,516,608

 
$
1.61

Options exercisable at June 30, 2018
1,849,212

 
$
1.46


Share-based compensation expense totaled $175,000 and $176,000 for the three months ended June 30, 2018 and 2017, respectively, and $407,000 and $269,000 for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018, there was approximately $0.4 million of unrecognized compensation cost related to unvested stock options previously granted that is expected to be recognized over a weighted-average period of one year.

As compensation for their annual service, the Company issued in May 2018 to certain non-executive members of its Board of Directors a total of 17,910 restricted shares under the 2015 Plan with a one-year transfer restriction.


16



12. SEGMENT REPORTING
 
We manage our casinos based on geographic regions within the United States. The casino/resort operations include four segments: Silver Slipper Casino and Hotel (Hancock County, Mississippi); Rising Star Casino Resort (Rising Sun, Indiana); Bronco Billy’s Casino and Hotel (Cripple Creek, Colorado); and the Northern Nevada segment, consisting of Grand Lodge Casino (Incline Village, Nevada) and Stockman’s Casino (Fallon, Nevada).

The Company utilizes Adjusted Property EBITDA as the measure of segment profit in assessing performance and allocating resources at the reportable segment level. Adjusted Property EBITDA is defined as earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, pre-opening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset disposals, project development and acquisition costs, non-cash share-based compensation expense, and corporate-related costs and expenses that are not allocated to each property.

The following tables present the Company’s segment information:
(In thousands, unaudited)
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net Revenues
 
 
 
 
 
 
 
     Silver Slipper Casino and Hotel
$
17,492

 
$
16,437

 
$
34,001

 
$
33,095

     Rising Star Casino Resort
12,528

 
12,595

 
23,755

 
24,800

     Bronco Billy’s Casino and Hotel
6,795

 
6,773

 
13,037

 
12,635

     Northern Nevada Casinos
4,412

 
4,316

 
8,365

 
9,211

 
$
41,227

 
$
40,121

 
$
79,158

 
$
79,741

Adjusted Property EBITDA
 
 
 
 
 
 
 
     Silver Slipper Casino and Hotel
$
3,183

 
$
2,907

 
$
6,066

 
$
5,959

     Rising Star Casino Resort
776

 
637

 
1,269

 
1,956

     Bronco Billy’s Casino and Hotel
1,256

 
1,477

 
1,961

 
2,323

     Northern Nevada Casinos
473

 
(53
)
 
460

 
499

 
5,688

 
4,968

 
9,756

 
10,737

Other operating costs and expenses:
 
 
 
 
 
 
 
Depreciation and amortization
(2,038
)
 
(2,138
)
 
(4,206
)
 
(4,235
)
Corporate expenses
(1,273
)
 
(1,280
)
 
(2,351
)
 
(2,454
)
Project development and acquisition costs
(130
)
 
(53
)
 
(167
)
 
(185
)
(Loss) gain on disposals
(69
)
 
14

 
(79
)
 
1

Share-based compensation
(175
)
 
(176
)
 
(407
)
 
(269
)
Operating income
2,003

 
1,335

 
2,546

 
3,595

Other (expense) income:
 
 
 
 
 
 
 
Interest expense
(2,466
)
 
(2,705
)
 
(5,006
)
 
(5,384
)
Loss on extinguishment of debt

 

 
(2,673
)
 

Adjustment to fair value of warrants
(80
)
 
30

 
423

 
30

 
(2,546
)
 
(2,675
)
 
(7,256
)
 
(5,354
)
Loss before income taxes
(543
)
 
(1,340
)
 
(4,710
)
 
(1,759
)
Provision for income taxes
118

 
184

 
237

 
368

Net loss
$
(661
)
 
$
(1,524
)
 
$
(4,947
)
 
$
(2,127
)



17



(In thousands)
June 30,
2018
 
December 31,
2017
 
(Unaudited)
 
 
Total Assets
 
 
 
     Silver Slipper Casino and Hotel
$
79,729

 
$
80,780

     Rising Star Casino Resort
37,672

 
36,327

     Bronco Billy’s Casino and Hotel
38,241

 
35,567

     Northern Nevada Casinos
11,707

 
12,235

     Corporate and Other
14,006

 
8,576

 
$
181,355

 
$
173,485



18



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This management’s discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions that may cause our actual results to differ materially from those discussed in the forward-looking statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes for the fiscal year ended December 31, 2017, which were included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 8, 2018. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods. Full House Resorts, Inc., together with its subsidiaries, may be referred to as “Full House”, the “Company”, “we”, “our” or “us”, except where stated or the context otherwise indicates.
 
Executive Overview

Our primary business is the ownership and/or operation of casino and related hospitality and entertainment facilities, which includes offering gaming, hotel, dining, entertainment, retail and other amenities. We own and/or operate five casino properties in four states: Mississippi, Colorado, Indiana and Nevada. We view our Mississippi, Colorado and Indiana properties as distinct operating segments and both of our Nevada properties as one operating segment.

Our portfolio consists of the following:
Property
 
Acquisition
Date
 
Location
Silver Slipper Casino and Hotel
 
2012
 
Hancock County, MS
(near New Orleans)
Bronco Billy’s Casino and Hotel
 
2016
 
Cripple Creek, CO
(near Colorado Springs)
Rising Star Casino Resort
 
2011
 
Rising Sun, IN
(near Cincinnati)
Stockman’s Casino
 
2007
 
Fallon, NV
(one hour east of Reno)
Grand Lodge Casino (leased and part of the Hyatt Regency Lake Tahoe Resort, Spa and Casino)
 
2011
 
Incline Village, NV
(North Shore of Lake Tahoe)

Our financial results are dependent upon the number of patrons that we attract to our properties and the amounts those guests spend per visit. While we do provide credit at some of our casinos where we are permitted to by gaming regulations, most of our revenues are cash-based, through customers wagering with cash or paying for non-gaming services with cash or credit cards. Our revenues are primarily derived from gaming activities, which include slot machines, table games and keno. In addition, we derive a significant amount of revenue from our hotels and our food and beverage outlets. We also derive revenues from our golf course (at Rising Star Casino Resort), retail outlets and entertainment, and expect to derive additional revenues from our newly-constructed projects as further described herein. Promotional allowances in 2017 consist primarily of hotel rooms and food and beverages furnished to customers on a complimentary basis. Historically, the retail value of such services was included in the respective revenue classifications and then deducted as promotional allowances to calculate net revenues. With the adoption of the new revenue recognition standard discussed below, amounts historically included in the promotional allowances line have been eliminated as they are now included as a contra-revenue to primarily casino revenues. We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages and other factors. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results. 

The casino resort industry is capital-intensive, and we rely on the ability of our properties to generate operating cash flow to pay interest, repay debt, and fund maintenance capital expenditures. We continuously focus on improving the operating margins of our existing properties through a combination of revenue growth and expense management. We also assess growth and development opportunities, which include capital investments at our existing properties, the development of new properties, and the acquisition of existing properties.





19



Bronco Billys Expansion

In November 2017, we announced plans to build an approximately 150-guest room hotel in Cripple Creek, Colorado, adjoining and integral with our existing Bronco Billy’s Casino and Hotel. The expansion, which we anticipate completing in two phases, is expected to include a spa, parking garage, convention and entertainment space, and a high-end restaurant.

Phase One includes the construction of a 286-space parking garage and the purchase of the Imperial Hotel, which the Company acquired in June 2018. It also includes exercising our options to purchase certain parcels of land adjacent to Bronco Billy’s. As part of Phase One, we will complete the refurbishment of the Imperial Hotel and refurbish and reopen the Imperial Casino, for which we have a lease with an anticipated start date in August 2018 and an option to extend such lease or to purchase. The total budget of Phase One is approximately $14 million.

Phase Two of the Bronco Billy’s expansion project, which includes the approximately 150-guest room hotel, spa, convention and entertainment space, and high-end restaurant, is contingent upon financing on acceptable terms, among other contingencies. We received a 4-0 vote from the Cripple Creek City Council in favor of certain variances and other approvals necessary for the expansion in April 2018, as well as final approvals from the Cripple Creek City Council and approval of a development agreement in June 2018. Such approvals included the vacation of two streets bifurcating the property. A competitor has filed suit against the Company and the City of Cripple Creek for having granted such approvals. Both the City and we have responded to such suit and we do not expect such litigation to delay or prevent the project.

Key Performance Indicators

We use several key performance indicators to evaluate the operations of our properties. These key performance indicators include the following:

 Gaming revenue indicators:

Slot coin-in is the gross dollar amount wagered in slot machines and table game drop is the total amount of cash or credit exchanged into chips at table games for use by our customers. Slot coin-in and table game drop are indicators of volume.

Slot win is the difference between customer wagers and customer winnings on slot machines. Table game hold is the difference between the amount of money or markers exchanged into chips at the tables and customer winnings paid. Slot win and table game hold percentages represent the relationship between slot win and coin-in and table game win and drop.

 Room revenue indicators:

Hotel occupancy rate is an indicator of the utilization of our available rooms. Complimentary room sales, or the retail value of accommodations gratuitously furnished to customers, are included in the calculation of the hotel occupancy rate.

Adjusted EBITDA, Adjusted Property EBITDA and Adjusted Property EBITDA Margin:

Management uses Adjusted EBITDA as a measure of our performance. For a description of Adjusted EBITDA see “Non-GAAP Financial Measure.” We utilize Adjusted Property EBITDA as the measure of segment profit in assessing performance and allocating resources at the reportable segment level. For information regarding our operating segments, see Note 12 of our Condensed Notes to Consolidated Financial Statements included in this quarterly report. In addition, we use Adjusted Property EBITDA Margin which is calculated by dividing Adjusted Property EBITDA by the property’s net revenues.

20



Results of Operations
 
Consolidated operating results
The following tables summarize our consolidated operating results for the three and six months ended June 30, 2018 and 2017. We adopted Accounting Standards Codification 606 for Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018. See Notes 2 and 3 of our Condensed Notes to Consolidated Financial Statements for more details regarding this new revenue recognition standard, as well as a summary of its effects on our revenues and expenses. We do not expect that this new revenue recognition standard will have an aggregate material impact on operating income, net income, or cash flows on an ongoing basis. Due to the new revenue recognition standard, departmental revenues and expenses varied significantly due to reclassifications between the various departments, in addition to other changes discussed in Note 3.

(In thousands)
Three Months Ended 
 June 30,
 
Difference
 
2018
 
2017
 
Percent
 
Total
 
ASC 606
 
Other
Net revenues
$
41,227

 
$
40,121

 
2.8
 %
 
$
1,106

 
$
(63
)
 
$
1,169

Operating expenses
39,224

 
38,786

 
1.1
 %
 
438

 
(58
)
 
496

Operating income
2,003

 
1,335

 
50.0
 %
 
668

 
(5
)
 
673

Interest and other non-operating expenses, net
2,546

 
2,675

 
(4.8
)%
 
(129
)
 

 
(129
)
Income tax expense
118

 
184

 
(35.9
)%
 
(66
)
 

 
(66
)
Net loss
$
(661
)
 
$
(1,524
)
 
(56.6
)%
 
$
863

 
$
(5
)
 
$
868


(In thousands)
Six Months Ended 
 June 30,
 
Difference
 
2018
 
2017
 
Percent
 
Total
 
ASC 606
 
Other
Net revenues
$
79,158

 
$
79,741

 
(0.7
)%
 
$
(583
)
 
$
(427
)
 
$
(156
)
Operating expenses
76,612

 
76,146

 
0.6
 %
 
466

 
(402
)
 
868

Operating income
2,546

 
3,595

 
(29.2
)%
 
(1,049
)
 
(25
)
 
(1,024
)
Interest and other non-operating expenses, net
7,256

 
5,354

 
35.5
 %
 
1,902

 

 
1,902

Income tax expense
237

 
368

 
(35.6
)%
 
(131
)
 

 
(131
)
Net loss
$
(4,947
)
 
$
(2,127
)
 
132.6
 %
 
$
(2,820
)
 
$
(25
)
 
$
(2,795
)


                The following tables detail our net revenues for the three and six months ended June 30, 2018 and 2017, which are comprised of casino and non-casino operations.  Non-casino revenues for the periods ended 2017 are shown below as net of promotional allowances, which differ from gross amounts presented on the consolidated statement of operations.  We believe this presentation is appropriate for our discussions as it includes the allocation of promotional allowances made to the respective revenue categories, when compared to the single line item shown on the consolidated statement of operations.  Additionally, we do not believe presenting promotional allowances herein for the 2017 periods is beneficial to our comparisons since we no longer present that line for the current periods in 2018 due to the adoption of the new revenue recognition standard (see Note 2).



21



(In thousands)
Three Months Ended 
 June 30,
 
Difference
 
2018
 
2017
 
Percent
 
Total
 
ASC 606
 
Other
Casino revenues
 
 
 
 
 
 
 
 
 
 
 
Slots
$
24,318

 
$
31,306

 
(22.3
)%
 
$
(6,988
)
 
$
(8,044
)
 
$
1,056

Table games
4,232

 
4,363

 
(3.0
)%
 
(131
)
 

 
(131
)
Other
82

 
118

 
(30.5
)%
 
(36
)
 
(37
)
 
1

 
28,632

 
35,787

 
(20.0
)%
 
(7,155
)
 
(8,081
)
 
926

Non-casino revenues, net
 
 
 

 
 
 
 
 
 
 
 
Food and beverage
8,783

 
3,003

 
192.5
 %
 
5,780

 
5,640

 
140

Hotel
2,582

 
438

 
489.5
 %
 
2,144

 
2,084

 
60

Other
1,230

 
893

 
37.7
 %
 
337

 
294

 
43

 
12,595

 
4,334

 
190.6
 %
 
8,261

 
8,018

 
243

Total net revenues
$
41,227

 
$
40,121

 
2.8
 %
 
$
1,106

 
$
(63
)
 
$
1,169


(In thousands)
Six Months Ended 
 June 30,
 
Difference
 
2018
 
2017
 
Percent
 
Total
 
ASC 606
 
Other
Casino revenues
 
 
 
 
 
 
 
 
 
 
 
Slots
$
46,846

 
$
62,166

 
(24.6
)%
 
$
(15,320
)
 
$
(15,546
)
 
$
226

Table games
8,587

 
9,308

 
(7.7
)%
 
(721
)
 

 
(721
)
Other
169

 
219

 
(22.8
)%
 
(50
)
 
(78
)
 
28

 
55,602

 
71,693

 
(22.4
)%
 
(16,091
)
 
(15,624
)
 
(467
)
Non-casino revenues, net
 
 
 

 
 
 
 
 
 
 
 
Food and beverage
16,722

 
5,865

 
185.1
 %
 
10,857

 
10,690

 
167

Hotel
4,865

 
740

 
557.4
 %
 
4,125

 
4,035

 
90

Other
1,969

 
1,443

 
36.5
 %
 
526

 
472

 
54

 
23,556

 
8,048

 
192.7
 %
 
15,508

 
15,197

 
311

Total net revenues
$
79,158

 
$
79,741

 
(0.7
)%
 
$
(583
)
 
$
(427
)
 
$
(156
)


The following discussion is based on our consolidated financial statements for the three and six months ended June 30, 2018 and 2017.
 
Revenues. Consolidated net revenues for the three month period increased primarily due to a full quarter of renovations and new amenities at several of the Company’s properties, including a significant renovation at Grand Lodge Casino, landscaping and other exterior improvements at Stockman’s Casino, a beach club and the Oyster Bar at Silver Slipper, and the RV Park at Rising Star. These gains were partially offset by revenue declines at Bronco Billy’s and, to a lesser extent, the adoption of the new revenue recognition standard.

Consolidated net revenues for the six month period decreased primarily due to the new revenue recognition standard, which was responsible for 73.2% of the decline, and adverse weather throughout the Company’s portfolio in the first quarter of 2018. These declines were partially offset by revenue growth in the second quarter of 2018, as discussed above.

See further information within our reportable segments described below.

Operating Expenses. Consolidated operating expenses for the three- and six-month periods modestly increased, primarily due to increased labor costs and company-wide increases to healthcare and benefits costs. See further information within our reportable segments described below.

While consolidated operating expenses were largely in-line with the prior-year period, expenses for individual departments varied significantly due to the new revenue recognition standard. The new revenue recognition standard no longer requires us to

22



reclassify the estimated cost of complimentaries provided to a gaming customer from other expense categories to casino expenses. See Notes 2 and 3 of our Condensed Notes to Consolidated Financial Statements for more details regarding the new revenue recognition standard, which impacted reporting for casino expenses by $(7.4) million, food and beverage expenses by $6.6 million, and hotel expenses by $2.3 million for the three-month period. For the six-month period, the new revenue recognition standard impacted reporting for casino expenses by $(14.6) million, food and beverage expenses by $12.7 million, and hotel expenses by $4.5 million.


Interest and Other Non-Operating Expenses.

Interest Expense

Interest expense consists of the following:
    
(In thousands)
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Interest cost (excluding loan fee amortization)
$
2,445

 
$
2,484

 
$
4,823

 
$
4,945

Amortization of debt costs
191

 
221

 
398

 
439

Change in fair value of interest rate cap agreement
1

 

 
1

 

Capitalized interest
(171
)
 

 
(216
)
 

 
$
2,466

 
$
2,705

 
$
5,006

 
$
5,384

 
The decreases in interest expense above for the respective three- and six-month periods were primarily due to the refinancing of our debt in February 2018 with $100 million of new senior secured notes due 2024 (the “Notes”), which had a lower effective interest rate than our prior credit facilities, and the capitalization of interest expense during the 2018 period.

Other Non-Operating Expenses, Net

For the three- and six-month periods ended June 30, 2018, we incurred $0.1 million and $2.3 million of other non-operating expenses respectively, which were due to a loss on the extinguishment of debt and a fair value adjustment to our outstanding warrants. This compares to $30,000 of other non-operating income for both the three- and six-month periods ended June 30, 2017, due to a fair value adjustment to our warrants.
    
 Income Tax Expense. Income tax expense was $0.1 million and $0.2 million for the three- and six-month periods ended June 30, 2018. Income tax expense did not change significantly and the effects of the Tax Cuts and Jobs Act (the “2017 Tax Act”) were not material.

We do not expect to pay any federal income taxes or receive any federal tax refunds related to our 2018 results. Tax losses incurred in 2018 may shelter taxable income in future years. However, because of the level of uncertainty regarding sufficient prospective income, we maintain a valuation allowance against our remaining deferred tax assets.
 
Operating Results – Reportable Segments

We manage our casinos based on geographic regions within the United States. Accordingly, Stockman’s Casino and Grand Lodge Casino comprise our Northern Nevada business segment, while Silver Slipper Casino and Hotel, Rising Star Casino Resort and Bronco Billy’s Casino and Hotel are each currently distinct segments.
 
The following table presents detail by segment of our consolidated net revenue and Adjusted EBITDA. Management uses Adjusted Property EBITDA as the measure of segment profit. The comparability of the information for the periods presented was not materially affected by the implementation of the new revenue recognition standard.

23



(In thousands)
Three Months Ended 
 June 30,
 
Percent Change
 
Six Months Ended 
 June 30,
 
Percent Change
 
2018
 
2017
 
 
2018
 
2017
 
Net revenues
 
 
 
 
 
 
 
 
 
 
 
Silver Slipper Casino and Hotel
$
17,492

 
$
16,437

 
6.4
 %
 
$
34,001

 
$
33,095

 
2.7
 %
Rising Star Casino Resort
12,528

 
12,595

 
(0.5
)%
 
23,755

 
24,800

 
(4.2
)%
Bronco Billy’s Casino and Hotel
6,795

 
6,773

 
0.3
 %
 
13,037

 
12,635

 
3.2
 %
Northern Nevada Casinos
4,412

 
4,316

 
2.2
 %
 
8,365

 
9,211

 
(9.2
)%
 
$
41,227

 
$
40,121

 
2.8
 %
 
$
79,158

 
$
79,741

 
(0.7
)%
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted Property EBITDA and Adjusted EBITDA
 
 
 
 
 
 
 

 
 

 
 
Silver Slipper Casino and Hotel
$
3,183

 
$
2,907

 
9.5
 %
 
$
6,066

 
$
5,959

 
1.8
 %
Rising Star Casino Resort
776

 
637

 
21.8
 %
 
1,269

 
1,956

 
(35.1
)%
Bronco Billy’s Casino and Hotel
1,256

 
1,477

 
(15.0
)%
 
1,961

 
2,323

 
(15.6
)%
Northern Nevada Casinos
473

 
(53
)
 
NM

 
460

 
499

 
(7.8
)%
Adjusted Property EBITDA
5,688

 
4,968

 
14.5
 %
 
9,756

 
10,737

 
(9.1
)%
Corporate
(1,273
)
 
(1,280
)
 
(0.5
)%
 
(2,351
)
 
(2,454
)
 
(4.2
)%
Adjusted EBITDA
$
4,415

 
$
3,688

 
19.7
 %
 
$
7,405

 
$
8,283

 
(10.6
)%


Silver Slipper Casino and Hotel
 
Net revenues increased for the three-month period primarily due to new slot marketing initiatives and a full quarter of new amenities at the property, including the beach club and the Oyster Bar, which both opened in mid-2017. These changes helped increase customer counts by 3.4% when compared to the prior-year period.

Net revenues also increased for the six-month period, primarily due to strength in the second quarter of 2018 from the new amenities described above. This strength was partially offset by a decline in net revenues in the first quarter of 2018, when sub-freezing weather during the first two months of the year, a severe ice storm, and related road and bridge closures adversely affected operating results.

Under the new revenue recognition standard, departmental revenues and expenses varied significantly due to reclassifications between the various departments, as well as other changes discussed in Notes 2 and 3. Absent this accounting change, casino revenue rose 5.1% and 1.8% for the three- and six-month periods, respectively, driven by a 6.0% increase in slot revenue for the second quarter and a 2.2% increase for the six-month period. Slot coin-in and slot win increased in 2018 for both periods, while slot hold percentages saw a slight decrease due to an increase in jackpots. Table games revenue decreased by 2.0% during the quarter and by 1.6% during the six-month period, reflecting lower table game volumes for both periods.

Regarding non-gaming net revenues, food and beverage revenues increased by 2.0% during the quarter and by 0.9% during the six-month period, driven by the addition of the Oyster Bar and improved restaurant covers for all other venues. Hotel revenues increased by 31.1% during the quarter and by 17.5% during the six-month period as a result of new marketing initiatives, which drove increased guest counts. Our hotel occupancy improved to 95.2% for the second quarter of 2018 from 88.6% in the prior-year period, and rose to 93.6% from 88.9% for the six-month period.

Adjusted Property EBITDA for the three- and six-month periods increased by 9.5% and 1.8%, respectively. Both periods benefited from the revenue increases described above. Additionally, both periods were affected by higher health care and benefit costs and additional food costs related to guest volume increases. The remaining cost increases were due to the addition of the beach club and the Oyster Bar in mid-2017. Adjusted Property EBITDA Margin improved to 18.2% for the second quarter of 2018.


24



Rising Star Casino Resort
 
Net revenues were essentially flat at $12.5 million for the three-month period. Decreases in table games revenue for the quarter were nearly offset by increases in slot revenue and non-gaming net revenues.

For the six-month period, net revenues decreased primarily due to significant weather issues in the first quarter of 2018, including approximately 21 days of heavy snowfall, as well as two days when the casino was closed due to the flooding of nearby access roads.

Under the new revenue recognition standard, departmental revenues and expenses varied significantly due to reclassifications between the various departments, as well as other changes discussed in Notes 2 and 3. Absent this accounting change, casino revenue decreased by 1.2% and 5.0% for the respective three- and six-month periods, attributed mostly to decreases in table games revenue. Slot revenues increased by 0.4% during the quarter due to increases in both slot win and the slot hold percentage, while slot coin-in remained relatively flat. For the six-month period, slot revenue decreased by 3.8% due to lower volumes caused by weather issues in the first quarter of 2018. Table games revenue decreased by 10.1% during the quarter and by 11.2% during the six-month period due to lower volumes.

Regarding non-gaming net revenues, food and beverage revenues increased by 2.5% during the quarter, but decreased by 3.3% during the six-month period due to the weather issues in early 2018 discussed above. Hotel revenues increased for both the quarter and the six-month period due to new revenue generated by the RV Park, which was still under construction in the second quarter of 2017. Our hotel occupancy improved to 94.1% from 89.1% in the second quarter, and rose to 86.8% from 86.2% in the prior-year six-month period, due to new hotel marketing initiatives.

Adjusted Property EBITDA for the three-month period increased by 21.8%, driven by improved management of labor and food costs. For the six-month period, Adjusted Property EBITDA declined due to the decline in net revenues, costs associated with the temporary closure of the casino in the first quarter of 2018, and increased health care and benefits costs. Adjusted Property EBITDA Margin improved to 6.2% for the second quarter of 2018.

Bronco Billys Casino and Hotel
    
Net revenues were essentially flat at $6.8 million for the three-month period with highway construction and nearby wildfires affecting gaming volumes at Bronco Billy’s. For the six-month period, net revenues increased despite significant snowfall on a key event weekend in the first quarter of 2018, due in part to the new Crippled Cow restaurant that opened in mid-2017.

Under the new revenue recognition standard, departmental revenues and expenses varied significantly due to reclassifications between the various departments, as well as other changes discussed in Notes 2 and 3. Absent this accounting change, casino revenue decreased by 2.7% during the quarter, primarily from declines in slot volumes and a lower slot hold percentage in the second quarter of 2018. For the six-month period, casino revenue rose 0.6% due to increases in both slot revenues and table games revenues.

Regarding non-gaming net revenues, food and beverage revenues increased by 14.6% during the quarter and by 12.3% during the six-month period, due to both the addition of the Crippled Cow in mid-2017 and increased covers at other venues. Hotel revenues increased by 4.5% during the quarter, but decreased by 4.3% during the six-month period due to weather-related challenges in early 2018.

Adjusted Property EBITDA for the three- and six-month periods decreased by 15.0% and 15.6%, respectively. This was primarily due to increases in operational costs, including elevated health care and benefits costs and an increase in the state’s minimum wage. Adjusted Property EBITDA Margin decreased to 18.5% for the second quarter of 2018.
    
The market in Cripple Creek is seasonal, favoring the summer months.

Northern Nevada

Our Northern Nevada operations have historically been seasonal, with the summer months accounting for a disproportionate share of its annual revenues. Additionally, snowfall levels during the winter months also frequently have a positive or negative effect. Grand Lodge Casino is located near several ski resorts, including Alpine Meadows, Northstar and Squaw Valley. Normally, we benefit from a “good” snow year, resulting in extended periods of operation at the nearby ski areas.


25



For the second quarter of 2018, net revenues increased by 2.2% from the 2017 period, driven by revenue growth at both Grand Lodge Casino and Stockman’s Casino. At Grand Lodge Casino, a significant renovation resulted in the closure of much of the casino in the first half of 2017. The completion of that renovation in mid-2017 benefited results in the second quarter of 2018. Similarly, Stockman’s Casino underwent construction improvements throughout 2017 and early 2018, including construction of a new porte cochere, new landscaping, and parking improvements, and is now benefiting from the completion of those projects. Additionally, Stockman’s Casino continues to benefit from an increase in activity at the nearby naval base.

For the six-month period, net revenues decreased by 9.2%, due primarily to weather-related business declines at Grand Lodge Casino in the first quarter of 2018. In January and February 2018, there were low snowfall levels for the Lake Tahoe area, resulting in reduced visitation to the nearby ski areas. Significant snowfall returned in March 2018, and Grand Lodge Casino’s revenues and Adjusted Property EBITDA accordingly improved in March 2018, though not enough to offset the first two months of the quarter.

Under the new revenue recognition standard, departmental revenues and expenses varied significantly due to reclassifications between the various departments, as well as other changes discussed in Notes 2 and 3. Absent this accounting change, casino revenue rose 12.4% for the quarter, due to a 13.6% increase in slot revenue, a 7.3% increase in table games revenue, and the completion of significant construction. For the six-month period, casino revenue modestly increased, with a 5.4% increase in slot revenues largely offset by a lower hold percentage for the table games department and weather challenges in early 2018.

Food and beverage revenue at Stockman’s Casino increased by 9.9% during the quarter and increased by 16.0% during the six-month period, reflecting the completion of construction at the property and elevated activity at the nearby naval air station.

Adjusted Property EBITDA for the three-month period improved to $0.5 million, as compared to $(0.1) million in the prior-quarter year. The second quarter of 2017 experienced significant construction disruption with, for example, up to two-thirds of the Grand Lodge Casino closed at the peak of construction. The second quarter of 2018 reflects a normalized quarter of operations. For the first half of both 2018 and 2017, Adjusted Property EBITDA remained relatively flat at $0.5 million, with casino renovation improvements offset by weather-related business declines at Grand Lodge Casino in the first quarter of 2018. Adjusted Property EBITDA Margin improved to 10.7% for the second quarter of 2018.

Corporate

Corporate expenses decreased modestly both for the three and six-month periods, primarily due to lower professional fees.

Non-GAAP Financial Measure
 
“Adjusted EBITDA” is earnings before interest and other non-operating income (expense), taxes, depreciation and amortization, preopening expenses, impairment charges, asset write-offs, recoveries, gain (loss) from asset disposals, project development and acquisition costs, and non-cash share-based compensation expense. Adjusted EBITDA information is presented solely as supplemental disclosure to measures reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”) because management believes this measure is (i) a widely used measure of operating performance in the gaming and hospitality industries and (ii) a principal basis for valuation of gaming and hospitality companies. In addition, a version of Adjusted EBITDA (known as Consolidated EBITDA) is utilized in the covenants within our indenture, although not necessarily defined in the same way as above. Adjusted EBITDA is not, however, a measure of financial performance or liquidity under GAAP. Accordingly, this measure should be considered supplemental and not a substitute for net income (loss) or cash flows as an indicator of the Company’s operating performance or liquidity.
 

26



The following table presents a reconciliation of net loss and operating income to Adjusted EBITDA:

(In thousands)
Three Months Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2018
 
2017
 
2018
 
2017
Net loss
$
(661
)
 
$
(1,524
)
 
$
(4,947
)
 
$
(2,127
)
Income tax provision
118

 
184

 
237

 
368

Loss before income taxes
(543
)
 
(1,340
)
 
(4,710
)
 
(1,759
)
 
 
 
 
 
 
 
 
Non-operating (expense) income, net
 

 
 
 
 

 
 
Interest expense, net of amounts capitalized
(2,466
)
 
(2,705
)
 
(5,006
)
 
(5,384
)
Loss on extinguishment of debt

 

 
(2,673
)
 

Adjustment to fair value of warrants
(80
)
 
30

 
423

 
30

 
(2,546
)
 
(2,675
)
 
(7,256
)
 
(5,354
)
Operating income
2,003

 
1,335

 
2,546

 
3,595

Depreciation and amortization
2,038

 
2,138

 
4,206

 
4,235

Loss (gain) on asset disposals
69

 
(14
)
 
79

 
(1
)
Project development and acquisition costs
130

 
53

 
167

 
185

Share-based compensation
175

 
176

 
407

 
269

Adjusted EBITDA
$
4,415

 
$
3,688

 
$
7,405

 
$
8,283


The following tables present reconciliations of operating income (loss) to Adjusted Property EBITDA and Adjusted EBITDA. The comparability of the information for the periods presented was not materially affected by the implementation of ASC 606.

Three Months Ended June 30, 2018
(In thousands)
 
Operating
Income (Loss)
 
Depreciation and
Amortization
 
Loss on Disposal of Assets
 
Project
Development and
Acquisition Costs
 
Share-Based
Compensation
 
Adjusted Property EBITDA and Adjusted
EBITDA
Casino properties