EX-99.4 5 a07-6810_1ex99d4.htm EX-99.4

Exhibit 99.4

RBG, LLC

Condensed Consolidated Balance Sheets
(in thousands)

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

6,432

 

$

7,815

 

Accounts receivable, net

 

1,899

 

1,226

 

Related party receivables

 

281

 

95

 

Related company receivables

 

5,188

 

620

 

Inventories

 

1,593

 

1,652

 

Property held for vacation interval sales

 

352

 

392

 

Prepaid expenses

 

3,328

 

3,116

 

Current portion of notes receivable

 

191

 

303

 

Total current assets

 

19,264

 

15,219

 

Property and equipment, net

 

81,932

 

84,397

 

Notes receivable, less current portion

 

1,151

 

1,821

 

Other assets

 

1,486

 

217

 

Goodwill and other intangible assets, net

 

29,573

 

31,193

 

Total assets

 

$

133,406

 

$

132,847

 

Liabilities and Members’ Deficit

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Bank overdraft

 

$

 

$

548

 

Current portion of gaming equipment financing

 

2,989

 

2,528

 

Current portion of long-term debt

 

40

 

614

 

Accounts payable

 

2,277

 

2,762

 

Accrued liabilities

 

13,088

 

16,119

 

Related company payable

 

863

 

196

 

Total current liabilities

 

19,257

 

22,767

 

Gaming equipment financing, less current portion

 

1,214

 

3,306

 

Long-term debt, less current portion

 

174,737

 

172,333

 

Fair value of interest rate swaps

 

 

195

 

Commitments and contingencies

 

 

 

 

 

Members’ deficit:

 

 

 

 

 

Members’ contributions and accumulated deficit

 

115,335

 

113,129

 

Deemed distribution

 

(177,137

)

(178,883

)

Total members’ deficit

 

(61,802

)

(65,754

)

Total liabilities and members’ deficit

 

$

133,406

 

$

132,847

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1




RBG, LLC

Condensed Consolidated Statements of Operations (unaudited)
(in thousands)

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Revenues

 

 

 

 

 

 

 

 

 

Casino

 

$

16,410

 

$

14,283

 

$

51,256

 

$

45,861

 

Food and beverage

 

7,543

 

7,104

 

23,629

 

22,994

 

Hotel

 

5,521

 

4,742

 

18,653

 

15,205

 

Other

 

3,200

 

2,999

 

13,552

 

13,675

 

Total revenues

 

32,674

 

29,128

 

107,090

 

97,735

 

Less—promotional allowances

 

(6,386

)

(4,459

)

(19,445

)

(13,966

)

Net revenues

 

26,288

 

24,669

 

87,645

 

83,769

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Casino

 

8,529

 

7,711

 

25,078

 

22,729

 

Food and beverage

 

4,243

 

4,542

 

13,529

 

14,413

 

Hotel

 

998

 

1,633

 

3,594

 

4,995

 

Other

 

2,657

 

2,513

 

8,565

 

9,110

 

General and administrative

 

9,466

 

8,195

 

26,146

 

23,116

 

Depreciation and amortization

 

2,555

 

1,994

 

8,291

 

5,859

 

Loss on sale and disposal of assets

 

 

79

 

248

 

729

 

Total operating expenses

 

28,448

 

26,667

 

85,451

 

80,951

 

Operating (loss) income

 

(2,160

)

(1,998

)

2,194

 

2,818

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(86

)

(357

)

(416

)

(1,048

)

Change in fair value of interest rate swaps

 

 

262

 

140

 

789

 

Return on investment with MDW, LLC

 

264

 

(113

)

484

 

(288

)

(Loss) income before cumulative effective of change in accounting principle

 

(1,982

)

(2,206

)

2,402

 

2,271

 

Cumulative effect of change in accounting principle

 

 

 

(196

)

 

Net income (loss)

 

$

(1,982

)

$

(2,206

)

$

2,206

 

$

2,271

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2




 

RBG, LLC

Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

2,206

 

$

2,271

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

8,291

 

5,859

 

Change in fair value of interest rate swaps

 

(140

)

(789

)

Loss on sale and disposal of assets

 

248

 

729

 

Cumulative effect of change in accounting principle

 

196

 

 

Interest expense on gaming equipment financing

 

52

 

232

 

Cost of vacation intervals sales

 

41

 

81

 

Change in operating assets and liabilities:

 

 

 

 

 

Accounts, related company and related party receivables, net

 

(5,259

)

103

 

Inventories

 

59

 

(1

)

Prepaid expenses

 

(212

)

(570

)

Notes receivable

 

586

 

304

 

Accounts payable, accrued liabilities and related company payables

 

1,137

 

1,542

 

Net cash provided by operating activities

 

7,205

 

9,761

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds received from sale of assets

 

43

 

145

 

Capital expenditures

 

(4,335

)

(8,944

)

Net cash used in investing activities

 

(4,292

)

(8,799

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of long-term debt

 

 

209

 

Decrease in bank overdraft

 

(548

)

(1,480

)

Payment of long-term debt

 

(573

)

(1,126

)

Payment on gaming equipment financing

 

(1,879

)

(619

)

Payment of obligations under capital lease

 

 

(13

)

Change in other assets

 

(1,296

)

16

 

Net cash used in financing activities

 

(4,296

)

(3,013

)

Net decrease in cash and cash equivalents

 

(1,383

)

(2,051

)

Cash and cash equivalents at beginning of year

 

7,815

 

7,544

 

Cash and cash equivalents at end of period

 

$

6,432

 

$

5,493

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3




RBG, LLC

Condensed Consolidated Statements of Cash Flows (unaudited) (continued)
(in thousands)

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2006

 

2005

 

Supplemental cash flow disclosure:

 

 

 

 

 

Cash paid for interest

 

$

192

 

$

539

 

Acquisition of assets with gaming equipment financing

 

$

215

 

$

5,513

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4




RBG, LLC

Notes to Condensed Financial Statements (unaudited)
September 30, 2006

1.             Basis of Presentation and Background

The accompanying condensed consolidated financial statements include the accounts of RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) and its wholly owned subsidiary Casablanca Resorts, LLC (doing business as Oasis Resort & Casino) (“Resorts LLC”). Virgin River Casino Corporation (“VRCC”) owns 88.8% of RBG, LLC (“RBG”) and Casablanca Resorts, LLC (“Resorts LLC”). Robert R. Black, Sr. (“Mr. Black”) is the sole shareholder of VRCC and owns 9.28% of RBG individually and through another entity.  Mr. Black also is the sole shareholder of B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo) (“B&BB”). VRCC, RBG and B&BB (collectively the “Companies”) are operated under common management. Significant intercompany items and transactions of RBG have been eliminated.

Interim Financial Statements — The accompanying unaudited condensed consolidated financial statements as of September 30, 2006 and for the three and nine-month periods ended September 30, 2006 and 2005 are unaudited.  In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for a fair presentation of RBG’s financial position and results of operations for such periods, have been included.   The accompanying unaudited condensed consolidated financial statements should be read in conjunction with RBG’s audited consolidated financial statements filed on Form 10-K for the year ended December 31, 2005.  The results for the three and nine-month periods ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006, or for any other period.

Reclassifications — Certain previously reported amounts in the condensed consolidated financial statements have been reclassified to conform to the current period’s presentation.

2.             Related Company Receivables and Payables

The related company receivables at September 30, 2006 and December 31, 2005 consist of the following (in thousands):

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Virgin River Casino Corp.

 

$

 

$

225

 

B&BB

 

5,188

 

395

 

Related company receivables

 

$

5,188

 

$

620

 

 

The related company payables at September 30, 2006 and December 31, 2005 consist of the following (in thousands):

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Virgin River Casino Corp.

 

$

863

 

$

196

 

 

5




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

2.             Related Company Receivables and Payables (cont’d)

The transactions between the RBG and the entities above are based on informal arrangements.  At September 30, 2006 and December 31, 2005, there are no specific payment terms nor do any of the receivables or payables require the payment of any interest.

3.             Property and Equipment

Property and equipment consists of the following (in thousands):

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Land

 

$

21,147

 

$

21,147

 

Buildings

 

42,050

 

41,048

 

Land and leasehold improvements

 

14,379

 

14,272

 

Furniture, fixtures and equipment

 

39,179

 

37,454

 

Construction in progress

 

1,290

 

951

 

 

 

118,045

 

114,872

 

Less—accumulated depreciation and amortization

 

(36,113

)

(30,475

)

Property and equipment, net

 

$

81,932

 

$

84,397

 

 

As a result of the third party business valuation that was conducted in the forth quarter of 2005, RBG has re-evaluated the useful lives of their slot machines (included in furniture, fixtures and equipment above) and effective January 1, 2006, changed that estimate from seven years to five years. For the three and nine months ended September 30, 2006, operating income of RBG decreased approximately $204,000 and $544,000, respectively, as a result of the change in the estimated lives.

4.             Notes Receivable

Notes receivable consist of the following (in thousands):

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Vacation interval notes receivable

 

$

1,770

 

$

2,519

 

Allowance for possible credit losses

 

(428

)

(395

)

Total notes receivable

 

1,342

 

2,124

 

Less: current portion

 

(191

)

(303

)

Non-current notes receivable

 

$

1,151

 

$

1,821

 

 

Notes generated from the sale of vacation intervals generally bear interest at annual rates ranging from 12.75% to 14.75% and have terms of 5 to 7 years. The vacation interval notes receivable are collateralized by the right to use and deeds of trust on the vacation interval sold.

6




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

4.             Notes Receivable (cont’d)

In January of 2006, RBG adopted the provisions of SFAS 152, “Accounting for Real Estate Time-Sharing Transactions.” SFAS 152 amends existing accounting guidance to reference the financial accounting and reporting guidance for real estate time-sharing transactions provided in AICPA Statement of Position 04-02, “Accounting for Real Estate Time-Sharing Transactions.” In accordance with SFAS 152, RBG now uses a technique referred to as static pool analysis, which tracks uncollectible notes receivable based on each year’s sales over the entire life of those notes.  RBG considers whether the historical economic conditions are comparable to current economic conditions.  If current economic conditions differ from the economic conditions in effect when the historical experience was generated, RBG adjusts the allowance for possible credit losses to reflect the expected effects of current economic conditions on uncollectibility.  RBG groups all notes receivables in one pool for analytical purposes based on historical collectibility and customer demographics.  As a result of the change in accounting for the allowance for possible credit losses, RBG has recorded in the accompanying statement of operations for the nine-months ended September 30, 2006, a cumulative effect of a change in accounting principle of $196,000 to increase the allowance for possible credit losses.

5.             Long-term Debt

Long-term debt consists of the following (in thousands):

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Revolving credit facility totaling $15 million with Wells Fargo Foothill, at a margin above prime or LIBOR, as defined; collateralized by substantially all real and personal property, leases, intangibles and other interests of the Companies as defined.

 

$

 

$

2,000

 

9% senior secured notes, interest payable semiannually, principal due January 15, 2012, callable January 15, 2009

 

125,000

 

125,000

 

12 ¾% senior subordinated notes, non-cash interest will accrue at an annual rate of 12 ¾% in the form of increase accreted value until January 15, 2009. Beginning January 15, 2009, interest payable semiannually, principal due January 15, 2013, callable January 15, 2009

 

49,737

 

45,333

 

Promissory note payable to Wells Fargo Equipment Finance, Inc. payable in monthly installments of $37 at an interest rate of 6.97%, due June 2006

 

 

363

 

Hypothecation Note at prime plus 3.0% (10.75% at March 31, 2006), collateralized by certain notes receivable as defined; guaranteed by one of the initial members, due April 2004

 

 

94

 

Promissory note payable to Wells Fargo Equipment Finance, Inc. payable in monthly installments of $14 at an interest rate of 6.21%, due December 2006

 

40

 

157

 

 

 

174,777

 

172,947

 

Less—current portion

 

(40

)

(614

)

Total long-term debt

 

$

174,737

 

$

172,333

 

 

7




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

5.             Long-term Debt (cont’d)

Foothill Facility

The Wells Fargo Foothill, Inc. credit facility (“Foothill Facility”) is secured by substantially all the assets of the Companies. During the life of the Foothill Facility, the Companies may borrow up to the lesser of (1) $15.0 million less the Letter of Credit Usage, as defined, less the Bank Product Reserve, as defined, or (2) the Borrowing Base, as defined, less the Letter of Credit Usage.  At September 30, 2006, no amounts were drawn under the Foothill Facility.  Accordingly, the availability under the Foothill Facility at September 30, 2006 was $15.0 million.

Under the terms of the Foothill Facility, interest accrues on the outstanding principal balance at LIBOR plus the LIBOR Rate Margin, which is 3.5%, or the Base Rate, as defined, plus the Base Rate Margin, which is 2%.  LIBOR was approximately 5.32% at September 30, 2006.  The Foothill Facility also contains certain financial and other covenants.  These include a minimum trailing twelve-month Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of $15,000,000 for the Companies and limitations on other indebtedness and capital expenditures, as defined.  The Companies were in compliance with these covenants at September 30, 2006 and December 31, 2005.

The outstanding balance on the Foothill Facility is a joint and several obligation of the Companies. The condensed consolidated balance sheet of RBG reflects the full obligation of the Foothill Facility at September 30, 2006 and December 31, 2005 with the amount recorded on the consolidated balance sheet of VRCC recognized as a deemed distribution to reflect the net obligation of the Foothill Facility on the consolidated balance sheet of RBG at September 30, 2006.

Senior Secured and Senior Subordinated Notes

In December 2004, as part of an ownership buyout (the “Buyout”), VRCC, RBG and B&BB (the “Issuers”) issued $125.0 million of 9% senior secured notes (“Senior Notes”) due on January 15, 2012 and $39.9 million in gross proceeds of 12¾% senior subordinated notes (“Senior Sub Notes”) due January 15, 2013 (collectively the “Notes”).  The Notes are joint and several obligations of the Issuers and all current and future subsidiaries of the Issuers.  Although the Notes are joint and several obligations of the Issuers, the allocation of the balance of the Notes to the individual balance sheets of B&BB, VRCC and RBG was according to the flow of funds at the date of the Buyout with the proceeds of the Senior Notes necessary to purchase the interests of B&BB recorded on the balance sheet of B&BB and the remaining proceeds of the Senior Notes and Senior Sub Notes recording on the balance sheet of VRCC.  The consolidated balance sheet of RBG reflects the full obligation of the Notes at September 30, 2006 with an amount recognized as a deemed distribution to reflect the net obligation of the Notes recorded on the consolidated balance sheet of RBG at September 30, 2006. At September 30, 2006, the net amount of the Notes recorded on RBG’s balance sheet was $0.

The Senior Notes pay interest semiannually while the Senior Sub Notes accrue interest in the form of increased accreted value until January 15, 2009, when the carrying book value of the Senior Sub Notes will be $66.0 million.  At that point the Senior Sub Notes will pay interest semiannually on the same dates as the Senior Notes.

8




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

5.             Long-term Debt (cont’d)

The indentures (the “Indentures”) governing the Issuers’ Notes contain certain customary financial and other covenants, which limit the Issuers’ ability to incur additional debt.  The Indentures provide that the Issuers may not incur additional indebtedness, other than specified types of indebtedness, unless the Consolidated Coverage Ratio, as defined, on a pro-forma basis after the incurrence of the additional indebtedness is at least 2.00 to 1.00. As of September 30, 2006, the Issuers have incurred $0 of additional indebtedness as defined. The Indentures also contain other covenants which limit the ability of the Issuers and Guarantors, as defined, under the Indentures to pay dividends, redeem stock, or make other distributions, make investments, create certain liens, enter into certain transactions with affiliates, utilize proceeds from asset sales, transfer or sell assets, issue or sell equity interests of subsidiaries and enter into certain mergers and consolidations, as defined in the Indentures.  There are no restrictions related to the transfer of funds between the Issuers, Guarantors and their respective subsidiaries.  The Issuers were in compliance with these covenants at September 30, 2006 and December 31, 2005.

The Senior Notes are secured by substantially all existing and future assets of the Issuers and the Guarantors, as defined, as well as the equity interest of the Guarantors, the equity interests of Mr. Black and his affiliate in the Issuers.  The Guarantors are all the wholly owned subsidiaries of the Issuers.  The Senior Notes are subordinated to the security interests of the Foothill Facility.  The Senior Sub Notes are subordinate to the Senior Notes and all other indebtedness of the Companies.

Interest Rate Swaps

The Companies interest rate swaps terminated effective June 30, 2006.

6.             Gaming Equipment Financing

RBG from time to time enters into agreements with gaming manufacturers to finance the purchase of gaming equipment.  Contractual terms of the agreements with the gaming manufactures consist of payment terms of less than one year to up to three years without interest.  In the event that an agreement with a gaming manufacturer extends past a year, RBG will impute interest at a rate of 8%.

9




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

6.             Gaming Equipment Financing (cont’d)

Gaming equipment financing for RBG consists of the following (in thousands): 

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Gaming equipment financing to purchase 205 games, no payments for one year and monthly payments of $106 for 24 months beginning February 2006

 

$

1,625

 

$

2,320

 

Gaming equipment financing to purchase 68 games, no payments for one year and monthly payments of $43 for 24 months beginning January 2006

 

651

 

945

 

Gaming equipment financing to purchase 70 games, no payments for one year and monthly payments of $39 for 24 months beginning March 2006

 

654

 

838

 

Gaming equipment financing to purchase 60 games, monthly payments of $20 for 36 months beginning April 2005

 

353

 

513

 

Gaming equipment financing to purchase 64 games, no payments for one year and monthly payments of $26 for 24 months beginning February 2006

 

398

 

577

 

Gaming equipment financing to purchase 38 games, monthly payments of $13 for 36 months beginning April 2005

 

210

 

312

 

Gaming equipment financing to purchase 20 games, no payments for one year and monthly payments of $8 for 24 months beginning January 2006

 

112

 

174

 

Gaming equipment financing, monthly payments of $3 for 36 months beginning January 2005

 

33

 

59

 

Gaming equipment financing to purchase 6 games, no payments for one year and monthly payments of $6 for 24 months beginning February 2007

 

65

 

 

Gaming equipment financing, monthly payments of $1 for 36 months beginning July 2006

 

32

 

 

Gaming equipment financing with terms of less than 12 months

 

70

 

96

 

 

 

4,203

 

5,834

 

 Less current portion

 

(2,989

)

(2,528

)

Gaming equipment financing, long-term portion

 

$

1,214

 

$

3,306

 

7.             Related Party Transactions

MJB Development is a real estate construction company owned by a former shareholder of the Companies which provides storage services associated with hotel facilities of RBG.  Total charges for leasing of storage containers totaled $0, $0, $0 and $70,000 during the three and nine-months ended September 30, 2006 and 2005, respectively, and are included in the accompanying consolidated statements of operations.

Virgin River Foodmart, Inc., a Nevada corporation, (“Foodmart”) is owned by Mr. Black and his siblings.  Participants in RBG’s slot club program are able to redeem their points for gasoline at the Foodmart.  Foodmart charges the Company the retail amount of gas purchased with player points.  Charges associated with the point redemption for gasoline at the Foodmart were $0, $1,000, $30,000 and $106,000 for the three and nine-months ended September 30, 2006 and 2005, respectively.

Black, LoBello & Pitegoff is a law firm managed by the daughter of Mr. Black. RBG retains Black, LoBello & Pitegoff as outside legal counsel, and has paid legal fees for legal services in the amount of $46,000, $114,000, $60,000 and $87,000 for the three and nine-months ended September 30, 2006 and 2005, respectively.

Pursuant to the Indentures, Mr. Black is entitled to a management fee for his management of RBG’s business of up to 5% of EBITDA, as defined.  RBG expensed $222,000, $661,000, $192,000 and $576,000 during the three and nine-months ended September 30, 2006 and 2005, respectively, associated with this management fee.

Gaming Research is a consulting firm retained to perform marketing research for RBG.  The principal of Gaming Research is the father of RBG’s chief operating officer.  Gaming Research received consulting fees of $32,000, $80,000, $0 and $0 for the three and nine-months ended September 30, 2006 and 2005, respectively.

10




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

7.             Related Party Transactions (cont’d)

Resorts LLC provided management and other services to two related parties that manage and operate the home owners associations of the vacation intervals sold at the property.  Included in the accompanying condensed consolidated balance sheet at September 30, 2006 and December 31, 2005 is a receivable for $281,000 and $95,000, respectively, related to amounts owed for those services.

8.             Commitments and Contingencies

In January 2006, Oasis Interval Ownership, LLC entered into an agreement with Global Exchange Development Corp. to sell substantially all of the unsold time share intervals at the Oasis Hotel and Casino.  The sale is expected to close in three separate closings each involving approximately one-third of the unsold time share intervals at the Oasis Hotel and Casino. Each close is expected to occur within 6 months of the preceding close.  The first closing occurred in January 2006 for $280,000.  As part of the close, Global Exchange Development Corp. executed a note payable to Oasis Interval Ownership, LLC in the amount of $224,000 due January 2007 at an interest rate of 4.38%.  The note was fully paid in April of 2006. The second closing occurred in June 2006 for $288,000 in cash.

9.             Subsequent Events

As part of the acquisition of the Oasis Hotel and Casino in July 2001, WSR, Inc, (“WSR”) the former owners of the property, retained rights that enabled them to have certain land owned by the Oasis Hotel and Casino in Arizona re-conveyed to them if any of the following events were to occur: 1) WSR is able to purchase the land, currently leased to the Oasis Hotel and Casino, from the State of Arizona and sell the portion of the land used in the operation of the Palms Golf Course back to the Oasis Hotel and Casino; or 2) The Oasis Hotel and Casino is not able to renegotiate a long-term extension to the current lease with the State of Arizona that expires in April 2008 and is required to develop existing land to replace the leased land for the golf course operation.  In August 2006, the Companies purchased those rights for approximately $1.1 million which are included in other assets in the accompanying condensed consolidated balance sheet.

In conjunction with the purchase of those rights, in October 2006, the Companies began efforts to market and sell the 350 acres of land the Companies own in Arizona.  The Companies are utilizing a Las Vegas real estate firm, Diversified Interests, which is owned 100% by Mr. Black, to market the property.  The Companies currently expect to sell the land within the next year.  As a result of the Companies’ decision, at September 30, 2006, the Companies had approximately $325,000 in current assets, $258,000 in current liabilities and $8.9 million in non-current assets that subsequent to September 30, 2006, upon meeting all requirements of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, will be recorded as held for sale in the accompanying consolidated balance sheet.

In October 2006, the Companies adopted the Black Gaming Long Term Incentive Plan (“LTIP”).  LTIP is a long-term formula based compensation plan utilizing EBITDA, as defined, Long-term Debt, as defined, cash and a fixed multiple to compensate senior executives for increasing the operating performance and financial condition of the Companies in the event the executive remains with the Companies.  Future compensation, commencing in the fourth quarter of the year ended December 31, 2006, recognized in accordance with LTIP will be accounted for using the intrinsic value method allowed for nonpublic entities as defined and prescribed by SFAS 123(R) “Share Based Payment”.

The Companies have commenced action to reorganize (the “Proposed Reorganization”) the entities, Virgin River Casino Corporation, RBG, LLC, and B & B B, Inc. under a single holding company, Black Gaming, LLC, a Nevada limited-liability company (“Black Gaming”). The Companies are currently seeking the necessary approvals and licenses from appropriate parties, including but not limited to appropriate gaming authorities. While the Companies hope the Proposed Reorganization will be effective prior to January 1, 2007, no assurance can be given that the Proposed Reorganization will be effective by that date, if ever. As currently proposed, when the Proposed Reorganization is completed, Black Gaming will guarantee payment of the Companies’ 9% senior secured notes and 12 3/4% senior subordinated notes.

 

11




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

10.          Consolidating Condensed Financial Information

Casablanca Resorts, LLC, Oasis Recreational Properties, Inc., Oasis Interval Management, LLC and Oasis Interval Ownership, LLC (together the “Guarantors”) have fully and unconditionally guaranteed, on a joint and several basis, payment of the Notes. Separate condensed financial statement information for RBG and its Guarantor Subsidiaries as of September 30, 2006 (unaudited) and December 31, 2005 and for the nine months ended September 30, 2006 and 2005 (unaudited) is as follows (in thousands):

 

 

RBG

 

Guarantors

 

Eliminations

 

Total
Consolidated

 

As of September 30, 2006

 

 

 

 

 

 

 

 

 

BALANCE SHEET:

 

 

 

 

 

 

 

 

 

Current Assets, including intercompany accounts

 

$

21,367

 

$

18,076

 

$

(20,179

)

$

19,264

 

Property and Equipment, net

 

44,031

 

37,901

 

 

81,932

 

Goodwill and Other Intangibles

 

14,352

 

15,221

 

 

29,573

 

Other assets (liabilities), excluding intercompany accounts

 

44,982

 

1,775

 

(44,120

)

2,637

 

 

 

$

124,732

 

$

72,973

 

$

(64,299

)

$

133,406

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

$

11,013

 

$

28,423

 

$

(20,179

)

$

19,257

 

Long-term debt, less current portion

 

174,737

 

 

 

174,737

 

Gaming equipment financing, less current portion

 

784

 

430

 

 

1,214

 

Members’ (Deficit) Equity

 

(61,802

)

44,120

 

(44,120

)

(61,802

)

 

 

$

124,732

 

$

72,973

 

$

(64,299

)

$

133,406

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2005

 

 

 

 

 

 

 

 

 

BALANCE SHEET:

 

 

 

 

 

 

 

 

 

Current Assets, including intercompany accounts

 

$

18,415

 

$

6,911

 

$

(10,107

)

$

15,219

 

Property and Equipment, net

 

46,783

 

37,614

 

 

84,397

 

Goodwill and Other Intangibles

 

15,047

 

16,146

 

 

31,193

 

Other Assets (liabilities), including intercompany accounts

 

44,384

 

716

 

(43,062

)

2,038

 

 

 

$

124,629

 

$

61,387

 

$

(53,169

)

$

132,847

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

$

15,854

 

$

17,020

 

$

(10,107

)

$

22,767

 

Long-term debt, less current portion

 

172,333

 

 

 

172,333

 

Gaming equipment financing, less current portion

 

2,100

 

1,206

 

 

3,306

 

Fair value of interest rate swaps

 

96

 

99

 

 

195

 

Members’ (Deficit) Equity

 

(65,754

)

43,062

 

(43,062

)

(65,754

)

 

 

$

124,629

 

$

61,387

 

$

(53,169

)

$

132,847

 

 

12




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

10.          Consolidating Condensed Financial Information (cont’d)

For the three-months ended
September 30, 2006

STATEMENT OF OPERATIONS

 

 

RBG

 

Guarantors

 

Eliminations

 

Total
Consolidated

 

 

 

 

 

 

 

 

 

 

 

Net Revenues

 

$

14,199

 

$

12,089

 

$

 

$

26,288

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Casino

 

4,753

 

3,776

 

 

8,529

 

Food and beverage

 

2,287

 

1,956

 

 

4,243

 

Hotel

 

391

 

607

 

 

998

 

Other

 

1,555

 

1,102

 

 

2,657

 

General and administrative

 

4,719

 

4,747

 

 

9,466

 

Depreciation and amortization

 

1,239

 

1,316

 

 

2,555

 

 

 

14,944

 

13,504

 

 

28,448

 

Operating loss

 

(745

)

(1,415

)

 

(2,160

)

Income from investment in subsidiary

 

(1,444

)

 

1,444

 

 

Change in fair value of swap

 

 

 

 

 

Return on investment with MDW, LLC

 

264

 

 

 

264

 

Interest expense

 

(57

)

(29

)

 

(86

)

Total other income (expense)

 

(1,237

)

(29

)

1,444

 

178

 

(Loss) income before cumulative change in accounting principle

 

(1,982

)

(1,444

)

1,444

 

(1,982

)

Cumulative effect of change in accounting principle

 

 

 

 

 

Net (loss) income

 

$

(1,982

)

$

(1,444

)

$

1,444

 

$

(1,982

)

 

For the three-months ended
September 30, 2005

STATEMENT OF OPERATIONS

Net Revenues

 

$

13,115

 

$

11,554

 

$

 

$

24,669

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Casino

 

4,167

 

3,544

 

 

7,711

 

Food and beverage

 

2,290

 

2,252

 

 

4,542

 

Hotel

 

685

 

948

 

 

1,633

 

Other

 

1,503

 

1,010

 

 

2,513

 

General and administrative

 

4,315

 

3,880

 

 

8,195

 

Depreciation and amortization

 

1,172

 

822

 

 

1,994

 

Loss on sale of assets

 

16

 

63

 

 

79

 

 

 

14,148

 

12,519

 

 

26,667

 

 

 

13




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

9.             Consolidating Condensed Financial Information (cont’d)

For the three-months ended September 30, 2005

STATEMENT OF OPERATIONS

 

 

RBG

 

Guarantors

 

Eliminations

 

Total
Consolidated

 

Operating loss

 

(1,033

)

(965

)

 

(1,998

)

Income from investment in subsidiary

 

(990

)

 

990

 

 

Change in fair value of swap

 

77

 

185

 

 

262

 

Return on investment with MDW, LLC

 

(113

)

 

 

(113

)

Interest expense

 

(147

)

(210

)

 

(357

)

Total other income (expense)

 

(1,173

)

(25

)

990

 

(208

)

(Loss) income before cumulative change in accounting principle

 

(2,206

)

(990

)

990

 

(2,206

)

Net (loss) income

 

$

(2,206

)

$

(990

)

$

990

 

$

(2,206

)

 

For the nine-months ended
September 30, 2006

STATEMENT OF OPERATIONS

Net Revenues

 

$

45,645

 

$

42,000

 

$

 

$

87,645

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Casino

 

14,281

 

10,797

 

 

25,078

 

Food and beverage

 

7,195

 

6,334

 

 

13,529

 

Hotel

 

1,375

 

2,219

 

 

3,594

 

Other

 

4,798

 

3,767

 

 

8,565

 

General and administrative

 

12,787

 

13,359

 

 

26,146

 

Depreciation and amortization

 

4,149

 

4,142

 

 

8,291

 

Loss on sale of assets

 

69

 

179

 

 

248

 

 

 

44,654

 

40,797

 

 

85,451

 

Operating income

 

991

 

1,203

 

 

2,194

 

Income from investment in subsidiary

 

1,058

 

 

(1,058

)

 

Change in fair value of swap

 

41

 

99

 

 

140

 

Return on investment with MDW, LLC

 

484

 

 

 

484

 

Interest expense

 

(243

)

(173

)

 

(416

)

Total other income (expense)

 

1,340

 

(74

)

(1,058

)

208

 

Income before cumulative change in accounting principle

 

2,331

 

1,129

 

(1,058

)

2,402

 

Cumulative effect of change in accounting principle

 

(125

)

(71

)

 

(196

)

Net income

 

$

2,206

 

$

1,058

 

$

(1,058

)

$

2,206

 

 

14




RBG, LLC

Notes to Condensed Consolidated Financial Statements (unaudited) (continued)

9.             Consolidating Condensed Financial Information (cont’d)

For the nine-months ended
September 30, 2005

STATEMENT OF OPERATIONS

 

 

RBG

 

Guarantors

 

Eliminations

 

Total
Consolidated

 

Net Revenues

 

$

42,991

 

$

40,778

 

$

 

$

83,769

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Casino

 

12,296

 

10,433

 

 

22,729

 

Food and beverage

 

7,411

 

7,002

 

 

14,413

 

Hotel

 

2,144

 

2,851

 

 

4,995

 

Other

 

5,151

 

3,959

 

 

9,110

 

General and administrative

 

11,820

 

11,296

 

 

23,116

 

Depreciation and amortization

 

3,376

 

2,483

 

 

5,859

 

Loss on sale of assets

 

33

 

696

 

 

729

 

 

 

42,231

 

38,720

 

 

80,951

 

Operating income

 

760

 

2,058

 

 

2,818

 

Income from investment in subsidiary

 

1,981

 

 

(1,981

)

 

Change in fair value of swap

 

233

 

556

 

 

789

 

Return on investment with MDW, LLC

 

(288

)

 

 

(288

)

Interest expense

 

(415

)

(633

)

 

 

(1,048

)

Total other income (expense)

 

1,511

 

(77

)

(1,981

)

(547

)

Income before cumulative change in accounting principle

 

2,271

 

1,981

 

(1,981

)

2,271

 

Cumulative effect of change in accounting principle

 

 

 

 

 

Net income (loss)

 

$

2,271

 

$

1,981

 

$

(1,981

)

$

2,271

 

 

For the nine-months ended September 30, 2006

STATEMENT OF CASH FLOWS

Net cash provided by operating activities

 

$

2,165

 

$

5,040

 

$

 

$

7,205

 

Net cash used in investing activities

 

(3,354

)

(938

)

 

(4,292

)

Net cash used in financing activities

 

(2,423

)

(1,873

)

 

(4,296

)

 

For the nine-months ended September 30, 2005

STATEMENT OF CASH FLOWS

Net cash provided by operating activities

 

$

4,535

 

$

5,226

 

$

 

$

9,761

 

Net cash used in investing activities

 

(5,070

)

(3,729

)

 

(8,799

)

Net cash used in financing activities

 

(1,384

)

(1,629

)

 

(3,013

)

 

15