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| UWN > SEC Filings for UWN > Form 10-K on 27-Jul-2012 | All Recent SEC Filings |
27-Jul-2012
Annual Report
The following discussion and analysis ("MD&A") should be read in conjunction with our Consolidated Financial Statements and Notes thereto contained in Item 8 herein. Management is of the opinion that inflation and changing prices, including foreign exchange fluctuations, will have little, if any, effect on our consolidated financial position or results of our operations.
Our critical accounting policies and estimates involve the use of complicated processes, assumptions, estimates and/or judgments in the preparation of our consolidated financial statements. An accounting estimate is an approximation made by management of a financial statement element, item or account in the consolidated financial statements. Accounting estimates in our historical consolidated financial statements measure the effects of past business transactions or events, or the present status of an asset or liability. The accounting estimates described below require us to make assumptions about matters that are uncertain at the time the estimate is made. Additionally, different estimates that we could have used or changes in an accounting estimate that are reasonably likely to occur could have a material impact on the presentation of our consolidated financial condition or results of operations. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments. These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Our significant accounting policies are discussed in Note 2 to our Consolidated Financial Statements included in Item 8 of this report. We have discussed the development and selection of our critical accounting policies and related disclosures with the Audit Committee of the Board of Directors and have identified the following critical accounting policies for the current fiscal year.
Principles of Consolidation
We consolidate entities when we have the ability to control the operating and financial decisions and policies of that entity and record the portion we do not own as noncontrolling interest. The determination of our ability to control or exert significant influence over an entity involves the use of judgment. We apply the equity method of accounting where we can exert significant influence over, but do not control the policies and decisions of an entity. We use the cost method of accounting where we areunable to exert significant influence over the entity.
Capitalized Development Costs
We capitalize certain third party, professional, licensing, and other miscellaneous fees directly related to the procurement, evaluation and establishment of contracts for development projects. Development costs are recorded on the cost basis and are amortized over the estimated economic term of the contract. We review each project on a quarterly basis to assess whether any changes to our estimates are appropriate. If accumulated costs of a specific project exceed the net realizable value of such project or the project is abandoned, the costs are charged to earnings.
Goodwill, Other Intangible, and Other Long-Lived Assets
In connection with our acquisitions of the ten Washington mini-casinos from May 12, 2009 to July 18, 2011, and the acquisition of the South Dakota Gold slot route operation in South Dakota on January 27, 2012, we have goodwill and identifiable intangible assets of $23.9 million, net of amortization. Goodwill represents a significant portion of our total assets. We review goodwill for impairment annually or more frequently if certain impairment indicators arise under the provisions of authoritative guidance. We review goodwill at the reporting level unit, which is one level below an operating segment. We compare the carrying value of the net assets of each reporting unit to the estimated fair value of the reporting unit, based upon a multiple of estimated earnings. If the carrying value exceeds the estimated fair value of the reporting unit, an impairment indicator exists and an estimate of the impairment loss is calculated. The fair value calculation includes multiple assumptions and estimates, including the projected cash flows and discount rates applied. Changes in these assumptions and estimates could result in goodwill impairment that could materially adversely impact our financial position or results of operations. All of our goodwill is attributable to reporting units within our gaming segment.
We use earnings before interest, taxes, depreciation, amortization, non-cash goodwill and other long-lived asset impairment charges, litigation charges, non-cash foreign currency transaction gains and losses, and net losses/gains from asset dispositions as the measure for future earnings in our impairment test. Management estimates future adjusted EBITDA based primarily on its projections of future revenues. We utilized comparable industry average multiples of adjusted EBITDA rates based on industry standards ranging from 5.5 to 7.5 times adjusted EBITDA when we estimated fair values of our operating facilities as of April 30, 2012.
Long-lived assets, including property, plant and equipment and amortizable intangible assets, also comprise a significant portion of our total assets. We evaluate the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist under authoritative guidance. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of long-lived assets held for use are prepared. If the projections indicate that the carrying values of the long-lived assets are not recoverable, we reduce the carrying values to fair value. For property held for sale, we compare the carrying values to an estimate of fair value less selling costs to determine potential impairment. We test for impairment of long-lived assets at the lowest level for which cash flows are measurable. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available.
Allowance for Doubtful Accounts
We establish provisions for losses on accounts and notes receivable if we determine that we will not collect all or part of the outstanding balance. We regularly review acollectability and establish or adjust our allowance as necessary using the specific identification method. We make advances to third parties under executed promissory notes for project costs related to the development of gaming and entertainment properties. Due diligence is conducted by our management with the assistance of legal counsel prior to entering into arrangements with third parties to provide financing in connection with their efforts to secure and develop the properties. Repayment terms are largely dependent upon the operating performance of each opportunity for which the funds have been loaned. Interest income is not accrued until it is reasonably assured that the project will be completed and that there will be sufficient profits from the facility to cover the interest to be earned under the respective note. If projected cash flows are not sufficient to recover amounts due, the note is evaluated to determine the appropriate discount to be recorded on the note for it to be considered a performing note. If the note is performing, interest is recorded using the effective interest method based on the value of the discounted note balance. See Note 5 of our Consolidated Financial Statements.
We review on a quarterly basis each of our notes receivable to evaluate whether the collection of such note receivable is still probable. In our analysis, we review the economic feasibility and the current financial, legislative and development status of the project. If our analysis indicates that the project is no longer economically feasible, the note receivable would be written down to its estimated fair value.
Revenue Recognition
We record revenues from casino operations, management fees, and interest on notes receivable on the accrual basis as earned. The dates on which payments are collected may vary depending upon the term of the contracts or note receivable agreements. Interest income related to notes receivable is recorded when earned and its collectability is reasonably certain.
The retail value of food and beverage and other services furnished to guests without charge is included in gross revenue and deducted as promotional allowances. Net revenues do not include the retail amount of food, beverage and other items provided gratuitously to customers. We record the redemption of coupons and points for cash as a reduction of revenue. These amounts are included in promotional allowances in the accompanying consolidated statements of operations. The estimated cost of providing such complimentary services that is included in casino expense in the accompanying consolidated statements of operations was as follows:
Fiscal Year Ended
April 30, 2012 April 30, 2011
Food and beverage $ 4,801,738 $ 3,754,336
Other 115,968 29,261
Total cost of complimentary services $ 4,917,706 $ 3,783,597
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Accrued Jackpot Liability
We accrue slot jackpot liability as games are played under a matching concept of coin-in. In addition, as of April 30, 2012 and April 30, 2011, we also maintained approximately $1,787,000 and $918,000, respectively, in player-supported jackpot accrued liability. Player-supported jackpot is a progressive game of chance directly related to the play or outcome of an authorized non-house-banked card game separately funded by our patrons. Any jackpots hit in these card games are paid from such reserved funds.
Income Taxes
Income taxes are accounted using an asset and liability approach for financial accounting and reporting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax basis. We record current income taxes based on our current taxable income, and we provide for deferred income taxes to reflect estimated future tax payments and receipts. We account for tax credits under the flow-through method, which reduces the provision for income taxes in the year the tax credits first become available. Deferred tax assets are reduced by a valuation allowance when, based on our estimates, it is more likely than not that a portion of those assets will not be realized in a future period. The estimates utilized in recognition of deferred tax assets are subject to revision, either up or down, in future periods based on new facts or circumstances.
To fully recognize our net deferred tax assets, we must achieve future taxable income of approximately $3.7 million. These earnings will be achieved through our operating properties and increased revenues from future acquisitions. We believe that such earnings will be sufficient to fully utilize current NOLs.
We have federal net operating losses of approximately $3.7 million which expire from 2029 to 2032.
A summary of our deferred tax assets and liabilities is presented in the table below:
April 30, 2012 April 30, 2011
Deferred tax assets:
Net operating loss carryforwards $ 1,280,810 $ 681,358
Fixed assets 61,720 (48,179 )
Stock options 662,523 536,374
Impairment of notes receivable and goodwill 3,609,313 511,308
Other 3,129 1,707
Total deferred tax assets 5,617,495 1,682,568
Deferred tax liabilities:
Amortization of intangibles (529,583 ) (272,172 )
Revenue not recognized for tax reporting and other 195,633 82,797
Total deferred tax liabilities (333,950 ) (189,375 )
Net deferred tax assets before valuation allowance 5,283,545 1,493,193
Valuation allowance (32,309 ) (32,309 )
Net deferred tax assets $ 5,251,236 $ 1,460,884
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Reconciliations between the statutory federal income tax expense rate of 34.0% in the fiscal years ended April 30, 2012 and April 30, 2011 and our effective income tax rate as a percentage of income before income tax benefit is as follows:
Years Ended
April 30, 2012 April 30, 2011
Percent Dollars Percent Dollars
Income tax benefit at statutory
federal rate (34.0 ) $ (3,328,964 ) (34.0 ) $ (366,259 )
State taxes 0.0 - (0.5 ) (5,670 )
Permanent differences:
Filed return to financial statement
provision (permanent true-up of book
balance to return) - - (17.3 ) (186,780 )
Federal refund in excess of amount
recorded 0.0 - (16.5 ) (176,750 )
State tax refund resulting from
amendments to federal return 0.0 - 3.0 32,309
Change in valuation allowance and
other (0.2 ) (22,812 ) 2.9 30,734
Effective income tax rate (34.2 ) $ (3,351,776 ) (62.4 ) $ (672,416 )
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Accrued Litigation Liability
We assess our exposure to loss contingencies including legal matters. If the potential loss is justified to be probable and estimative, we will provide for the exposure. If the actual loss from a contingency differs from management's estimate, operating results could be impacted. As of April 30, 2012 and April 30, 2011, we did not record any accrued litigation liability.
Fair Value
U. S. generally accepted accounting principles defines fair value as the 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 and establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are as follows:
Level 1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 - Unobservable inputs for which there is little or no market data and which we make our own assumptions about how market participants would price the assets and liabilities.
The following describes the valuation methodologies used by us to measure fair value:
Real estate held for sale is recorded at carrying value and tested for impairment annually or more frequently, if impairment indicators arise, using projections of undiscounted future cash flows as well as third party valuations (see Note 21 of our Consolidated Financial Statements).
Goodwill, other intangible assets and other long lived assets are recorded at carrying value and tested for impairment annually, or more frequently, using projections of undiscounted future cash flows.
The recorded value of cash, accounts receivable and payable approximate fair value based on their short term nature, the recorded value of long term debt approximates fair value as interest rates approximate market rates.
Stock-Based Compensation
Under Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation," the fair value and compensation expense of each option award is estimated as of the date of grant using a Black-Scholes option pricing formula. Expected volatility is based on historical volatility of our stock over a preceding period commensurate with the expected term of the option. The expected term of the option is an estimate of the period of time that the option is expected to be outstanding and is based on our historical experience. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield was not considered in the option pricing formula since we historically have not paid dividends and have no current plans to do so in the future.
The compensation cost related to these share-based awards is recognized over the requisite service period. The requisite service period is generally the period during which an employee is required to provide service in exchange for the award.
We were formed in 1977 and, since 1994, have primarily been a gaming company involved in financing, developing, owning and operating gaming facilities. Our gaming facility operations are located in the United States of America (the "U.S."), specifically in the states of Washington, South Dakota and, until recently, Colorado. On April 25, 2005, we acquired the Colorado Grande Casino in Cripple Creek, Colorado, which we sold on May 25, 2012. On May 12, 2009, we acquired three mini-casinos in Washington State. On July 23, 2010, we acquired six additional mini-casinos and, on July 18, 2011, we acquired one more mini-casino in Washington State. On January 27, 2012, we acquired all of the shares of A.G. Trucano, Son and Grandsons, Inc. ("South Dakota Gold"), a slot machine route operation in Deadwood, South Dakota. Our business strategy will continue to focus on gaming projects with a continued emphasis on owning and operating gaming establishments. If we are successful, both our future revenues and costs and our profitability can be expected to increase. Our net revenues were $56.0 million and $43.0 million for the fiscal years ended April 30, 2012 and April 30, 2011, respectively.
We hold investments in various development projects that we consolidate. Our net ownership interest and capitalized development costs in development projects are as follows (see Note 4 to the Consolidated Financial Statements):
Net Ownership Interest Capitalized Development Costs
April 30, April 30, April 30, April 30,
Development Projects: 2012 2011 2012 2011
(Percent)
Nevada Gold Speedway, LLC (1) 100 100 $ 209,305 $ 163,692
Nugget (2) 1 1 26,000 26,000
Other (3) 100 - 20,050 -
Total investments- development projects $ 255,355 $ 189,692
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(1) Deposit and acquisition costs related to management and technical services contract for a to-be-built casino and hotel in North Las Vegas, Nevada.
(2) Costs incurred with acquisition of 1% of The Nugget Casino in Reno, Nevada to obtain a Nevada gaming license.
(3) Development costs incurred for other development projects.
The following table sets forth our consolidated results of operations for the three months and fiscal years ended April 30, 2012, and April 30, 2011:
Three Months Ended (unaudited) Twelve Months Ended
April 30, April 30, April 30, April 30,
2012 2011 2012 2011
Revenues:
Casino $ 14,269,776 $ 11,064,635 $ 47,445,348 $ 35,975,783
Food and beverage 3,060,696 2,679,220 11,409,426 8,669,112
Other 762,920 566,686 2,456,028 1,828,966
Gross revenues 18,093,392 14,310,541 61,310,802 46,473,861
Less promotional allowances (1,525,298 ) (1,261,687 ) (5,682,168 ) (3,937,559 )
Net revenues 16,568,094 13,048,854 55,628,634 42,536,302
Expenses:
Casino 7,803,268 5,266,398 24,391,072 18,485,867
Food and beverage 1,084,429 1,033,653 4,202,546 3,719,073
Marketing and administrative 4,354,931 3,622,595 16,412,562 10,136,618
Facility 582,520 507,997 2,112,397 2,664,820
Corporate expense 707,496 861,829 3,548,276 3,709,804
Legal expense 48,617 52,451 113,078 315,800
Depreciation and amortization 628,144 442,695 2,004,311 1,597,498
Acquisition costs 82,966 - 173,852 805,149
Deferred rent escalation 337,849 - 337,849 -
Valuation allowance of assets 4,574,904 - 6,848,870 -
Excise taxes 320,399 317,848 1,205,238 967,565
(Recovery) write-off of project
development costs (10,249 ) 54,406 (10,249 ) 54,406
Valuation allowance of project
development costs 1,700,000 - 1,700,000 -
Other 213,659 97,337 594,764 303,467
Total operating expenses 22,428,933 12,257,209 63,634,566 42,760,067
Operating income (loss) from
continuing operations (5,860,839 ) 791,645 (8,005,932 ) (223,765 )
Non-operating income (expenses):
Gain (loss) on settlement - sale of
assets (32,092 ) - (54,746 ) 392,243
Interest income 42,524 41,457 171,075 173,436
Interest expense (400,634 ) (367,438 ) (1,552,948 ) (1,374,146 )
Amortization of loan issue costs (74,765 ) (11,250 ) (194,249 ) (45,000 )
Loss on extinguishment of debt - - (154,270 ) -
Earnings (loss) before income tax (6,325,806 ) 454,414 (9,791,070 ) (1,077,232 )
Income tax benefit (expense) 1,994,383 (184,660 ) 3,351,776 672,416
Net income (loss) from continuing
operations (4,331,423 ) 269,754 (6,439,294 ) (404,816 )
Net income (loss) from operations
held for sale, net of taxes (996,649 ) 11,367 (1,489,290 ) (82,210 )
Net income (loss) $ (5,328,072 ) $ 281,121 $ (7,928,584 ) $ (487,026 )
Per share information:
Net income (loss) per common share -
basic for continuing operations $ (0.27 ) $ 0.02 $ (0.45 ) $ (0.03 )
Net income (loss) per common share -
diluted for continuing operations $ (0.27 ) $ 0.02 $ (0.45 ) $ (0.03 )
Net loss per common share - basic and
diluted for discontinued operations $ (0.06 ) $ 0.00 $ (0.10 ) $ (0.01 )
Basic weighted average number of
shares outstanding 15,893,950 12,773,263 14,381,896 12,766,382
Diluted weighted average number of
shares outstanding 15,893,950 13,343,263 14,381,896 12,766,382
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Net revenues. Net revenues for the three months ended April 30, 2012 increased 26.9%, or $3.5 million, to $16.5 million compared to the same period ended April 30, 2011. Casino revenues increased $3.2 million due to the addition of Washington III and the South Dakota Gold slot route. Our casino revenues increased though our hold percentage decreased almost 1%, which negatively impacted our year over year revenues by $0.2 million, our drop increased $0.7 million, or 1.5%, to offset the decrease in our hold. Food and beverage revenues increased $0.4 million due to the addition of the restaurant at Washington III. Other revenues increased $0.2 million mainly due to additional commission revenue for ATMs, check cashing, and vending as well as retail, and Pull Tab from Washington III of $0.1 million, plus other revenue from South Dakota Gold of $0.1 million during our three months of operations. These increases were offset by a $0.3 million increase in promotional allowances due to the additional casino operations.
Total operating expenses. Total operating expenses for the three months ended April 30, 2012 increased 82.9%, or $10.2 million, to $22.4 million compared to the same period ended April 30, 2011. Operating expenses specifically related to the casinos increased $2.5 million and marketing and administrative increased $0.7 million in tandem with the increase in revenue, as well as a $0.1 million increase in excise taxes and other. We also saw an increase in depreciation and amortization expense of $0.2 million directly related to the annualized amortization of intangible assets from the Washington III and South Dakota Gold purchases. Corporate and legal expenses decreased by $0.2 million, offset by having acquisition expenses of $0.1 million related to the South Dakota Gold acquisition in the fourth quarter of the fiscal year ended April 30, 2012. We also recorded several non-cash transactions including an $0.3 million recording of deferred rent escalation, and, based upon a Level 3 analysis, we have conservatively recorded a $1.7 million valuation allowance related to the Big City Capital note receivable and a $4.6 million valuation allowance on the BVD/BVO receivable and its accrued interest. These valuation allowances do not relate to our on-going operations in Washington, South Dakota, or the Corporate offices.
Interest income, interest expense, and amortization of loan issue costs. Interest expense for the fiscal year ended April 30, 2012 increased 9.0%, or $33,000, to $0.4 million compared to the fiscal year ended April 30, 2011. The . . .
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