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Summary of Selected Significant Accounting Policies
9 Months Ended
Sep. 30, 2015
Summary of Selected Significant Accounting Policies  
Summary of Selected Significant Accounting Policies

 

4.Summary of Selected Significant Accounting Policies.

 

(a)Cash and Cash Equivalents   Cash and cash equivalents are comprised of cash on hand; current balances with banks and similar institutions; and term deposits of three months or less with banks and similar institutions.  The carrying amounts of cash at banks and on hand and term bank deposits approximate their fair values.

 

(b)Revenue Recognition  Casino revenue is defined as the net win from gaming activities, which is the difference between gaming wagers and the amount paid out to wagering patrons, and is recognized on the day it is earned.  Revenues generated from casino ancillary services, which includes room rentals, sales of food, beverage, cigarettes, spa services, and casino logo merchandise, are recognized at the time the related services are performed or goods sold.  Room revenue for the nine months ended September 30, 2015 represented 7.5% of consolidated total revenue.  Food and beverage (“F&B”) revenues represented approximately 5.3% and 2.8% of consolidated total revenue for the nine months ended September 30, 2015 and 2014, respectively.

 

(c)Business Acquisitions  Assets acquired and liabilities assumed in business combinations are recorded on the Company’s consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates.  The results of operations of businesses acquired by the Company have been included in the consolidated statements of income since their respective dates of acquisition.  In certain circumstances, the purchase price allocations may be based upon preliminary estimates and assumptions (See Note 5). Accordingly, the allocations are subject to revision until the Company receives final information and other analyses during the measurement period which ends a year after the date of acquisition.

 

(d)Segment Reporting  Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, the Company has two reportable segments, a casino segment and a hotel segment.  ASC 280 designates the internal reporting that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments.  The Company is including this segment reporting under Note 7 below.

 

(e)Earnings per Share  Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period.  Diluted earnings per common share incorporate the dilutive effect of Common Stock equivalents on an average basis during the period. The Company’s Common Stock equivalents currently include stock options, warrants, restricted stock, and deferred compensation stock. Thus, unexercised stock options to purchase up to 635,000 and 520,450 shares as of September 30, 2015 and 2014, respectively, were included in the computation of diluted earnings per common share, if such unexercised stock options were “in-the-money” and vested. Restricted stock to purchase up to an aggregate of 75,000 shares as of September 30, 2015 and 2014 were also respectively included, if they were “in-the-money” and vested.  Warrants to purchase up to 75,000 shares as of September 30, 2014 were also included if they were “in-the-money,” but were not included in 2015 as they had expired in November 2014.  In addition, 436,712 and 301,391 issuable shares, as of September 30, 2015 and 2014, respectively, under the Company’s Deferred Compensation Plan were also included in the computation.

 

The Company has not paid dividends on its Common Stock since inception.  Our stock repurchase program expired in November 2014.

 

A table illustrating the impact of dilution on earnings per share, based on the treasury stock method, is presented below:

 

 

 

(UNAUDITED)

 

 

 

For the Nine Months Ended

 

For the Three Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

Basic Earnings Per Share:

 

 

 

 

 

 

 

 

 

Net income

 

$

2,399 

 

$

2,001 

 

$

1,166 

 

$

868 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

8,821,205 

 

8,811,991 

 

8,821,205 

 

8,816,571 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.27 

 

$

0.23 

 

$

0.13 

 

$

0.10 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share:

 

 

 

 

 

 

 

 

 

Net income

 

$

2,399 

 

$

2,001 

 

$

1,166 

 

$

868 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

 

8,821,205 

 

8,811,991 

 

8,821,205 

 

8,816,571 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Addition due to the effect of dilutive securities using the treasury stock method:

 

 

 

 

 

 

 

 

 

Stock options, restricted stock and warrants

 

396 

 

3,606 

 

 

 

6,244 

 

Stock issuable under the Deferred Compensation Plan

 

436,712 

 

301,391 

 

436,712 

 

301,391 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dilutive potential weighted average common shares

 

9,258,313 

 

9,116,988 

 

9,257,917 

 

9,124,206 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.26 

 

$

0.22 

 

$

0.13 

 

$

0.10 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(f)Goodwill  Goodwill represents the excess of the cost of the Company’s subsidiaries over the fair value of their net assets at the date of acquisition.  In the CZ, this consisted of the Ceska casino and a parcel of land in Hate (upon a portion of which the Route 59 Casino and Hotel Savannah are situated). In Germany, it consists of the newly acquired Hotel Freizeit Auefeld.  Goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Goodwill impairment tests require the Company to first assess qualitative factors, which include macroeconomic conditions, financial performance, and industry and market considerations, to determine whether it is necessary to perform a two-step quantitative goodwill impairment test.  TWC assesses the potential impairment of goodwill annually (as of September 30th) and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Upon completion of such review, if impairment is found to have occurred, a corresponding charge to earnings will be recorded.  In light of the recent acquisition of German assets, TWC’s allocation of its Czech goodwill over two geographical reporting units, which are components of the casino segment, have been renamed and classified as the “Pilsen reporting unit” (“PRU”), which consists of the Ceska casino, and the “South Moravia reporting unit” (“SMRU”), which consists of the land in Hate. The German goodwill is derived from the newly-acquired Hotel Freizeit Auefeld, and is represented by the “Lower Saxony reporting unit” (“LSRU”).  There were no indicators of impairment present during the third quarter of 2015 for the Czech reporting units, nor for the recently acquired asset, Hotel Freizeit Auefeld, the assets’ fair value of which have been estimated as of the acquisition date (See Note 6 “Acquisition and Purchase Price Allocation — Hotel Freizeit Auefeld” below); therefore, TWC determined that there was no impairment of goodwill at September 30, 2015.

 

Changes to goodwill during the periods presented are strictly related to the fluctuation in foreign currency exchange rates.  See Note 4(i), below.

 

(g)Property and Equipment  Property and equipment is stated at cost less accumulated depreciation and amortization.  TWC capitalizes the cost of improvements that extend the life of the asset and expenses maintenance and repair costs as incurred.  The Company provides for depreciation and amortization using the straight-line method over the following estimated useful lives:

 

Asset

 

Estimated Useful Life

 

 

 

 

 

Buildings

 

20-50 years

 

Furniture, fixtures and equipment

 

3-12 years

 

Leasehold improvements

 

5-20 years

 

 

At September 30, 2015 and December 31, 2014, property and equipment consisted of the following:

 

 

 

As of
September 30, 2015

 

As of
December 31, 2014

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

2,889

 

$

3,148

 

Building and improvements

 

35,502

 

33,480

 

Furniture, fixtures and other equipment

 

11,844

 

10,940

 

 

 

 

 

 

 

 

 

50,235

 

47,568

 

Less accumulated depreciation and amortization

 

(12,713

)

(12,099

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

37,522

 

$

35,469

 

 

 

 

 

 

 

 

 

 

(h)Impairment of Long-lived Assets  The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may be recoverable.  If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether an impairment exists.  If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. An estimate of the asset’s fair value is based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its estimated net realizable market value.  There were no indicators of impairment for long-lived assets for the nine months ending September 30, 2015 and 2014.

 

(i)Foreign Currency Translation  The Company complies with requirements for reporting foreign currency translation, which require that for foreign subsidiaries whose functional currency is the local foreign currency, balance sheet accounts are translated at exchange rates in effect at the end of the period and resulting translation adjustments are included in “accumulated other comprehensive income (loss).”  Statement of income accounts are translated by applying monthly averages of daily exchange rates on the respective monthly local statement of operations accounts for the period.

 

The impact of foreign currency translation on goodwill is presented below:

 

 

 

Goodwill

 

 

 

 

 

Pilsen

 

South-Moravia

 

Lower Saxony

 

 

 

As of September 30, 2015 (in thousands, except FX)

 

reporting unit

 

reporting unit

 

reporting unit

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance in USD ($)

 

$

3,042 

(1)

$

537 

(1)

$

129 

 

$

3,708 

 

Balance in EUR (€)

 

 

 

 

 

117 

 

117 

 

 

 

 

 

 

 

 

 

 

 

Foreign Exchange Rate (“FX”)

 

33.883 

 

33.883 

 

27.245 

 

 

 

Balance in CZK (Kč)

 

103,072 

(2)

18,195 

(2)

3,180 

(3)

124,447 

 

 

 

 

 

 

 

 

 

 

 

Applicable FX (4)

 

24.266 

 

24.266 

 

24.266 

 

 

 

Balance at September 30, 2015

 

$

4,248 

 

$

750 

 

$

131 

 

$

5,129 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cumulative change to goodwill due to foreign currency translation

 

$

1,206 

 

$

213 

 

$

 

$

1,421 

 

 

 

(1)

Goodwill was amortized over 15 years until the Company started to comply with revised GAAP requirements, as of January 1, 2002.

This balance represents the remaining, unamortized goodwill, after an impairment charge was taken prior to January 1, 2003.

(2)

USD residual balance translated to CZK at June 30, 1998, the date of acquisition of such assets, with the date of acquisition CZK to USD FX rate of 33.883.

(3)

Provisional EUR balance translated to CZK at June 1, 2015, the date of acquisition of the Hotel Freizeit, with the date of acquisition CZK to EUR FX rate of 27.245.

(4)

FX central bank foreign exchange rates taken from www.CNB.CZ.

 

(j)Stock-based Compensation  The Company accounts for stock options and warrants using the modified prospective method in accordance with accounting and disclosure requirements for compensation-stock compensation.  Under this method, compensation costs include the estimated grant date fair value of the awards amortized over the options’ vesting period.  The Company currently utilizes the Black-Scholes option pricing model to measure the fair value of stock options granted to certain KMEs.  Stock-based compensation was approximately $15 and $0 for the three months ended September 30, 2015 and 2014, respectively, and was approximately $44 and $0 for the nine-month periods ended September 30, 2015 and 2014, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income.

 

(k)Comprehensive Income (Loss) — The Company complies with requirements for reporting comprehensive income (loss).  Those requirements establish rules for reporting and display of comprehensive income and loss and their components.  Except for the Company’s change in the foreign currency translation adjustments to be included in other comprehensive income (loss), there were no other components of the Company’s comprehensive income (loss) in the nine and three months ended September 30, 2015 and 2014.

 

(l)Czech Gaming TaxesThe gaming taxes are summarized in the following table:

 

 

 

Based on the Gaming Tax Law

 

 

that became effective January 1, 2012.

 

 

 

Live Games

 

20% Gaming Tax* from revenue earned from live games (70% of tax paid to the federal government; 30% paid to the local municipality).

 

 

 

Slots

 

20% Gaming Tax* from revenue earned from slot games (20% of tax paid to the federal government; 80% paid to the local municipality);

 

 

Fifty-five Korunas (or approximately two U.S. dollars) Gaming Tax per Slot Machine, per Day (paid to the federal government).

 

 

* Gaming taxes are to be paid quarterly, by the 25th day following the end of a quarter.

TWC was current on all of its Czech gaming tax payments at September 30, 2015 and through the date of this report.

 

TWC’s gaming-related taxes and fees, which are recognized in the cost of revenues, for the nine and three months ended September 30, 2015 and 2014 are summarized in the following table:

 

 

 

(UNAUDITED)

 

 

 

For the Nine Months Ended

 

For the Three Months Ended

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Live-game and slot revenues (gaming revenues)

 

$

24,932 

 

$

25,262 

 

$

8,542 

 

$

8,409 

 

Gaming taxes on gaming revenues

 

$

5,213 

 

$

5,312 

 

$

1,787 

 

$

1,767 

 

Gaming taxes as % of gaming revenues

 

20.9 

%

21.0 

%

20.9 

%

21.0 

%

 

In conformity with the European Union (“EU”) taxation legislation, the Czech Republic’s VAT has gradually increased from 5%, when that country joined the EU in 2004, to 21%, the effective rate since 2013.  Unlike in other industries, VATs are not recoverable for gaming operations.  The recoverable VAT under the Hotel Savannah, Hotel Columbus and Hotel Freizeit Auefeld was not material for the nine and three months ended September 30, 2015 and 2014, respectively.

 

(m)Income Taxes  — The Company complies with accounting and reporting requirements with respect to accounting for U.S. federal and foreign income taxes, which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and the tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This guidance also provides directions on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  However, management’s conclusions regarding this guidance may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.  The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the nine and three months ended September 30, 2015 and 2014, respectively. The Company is subject to income tax examinations by major taxing authorities for all tax years since 2011.

 

The Company incurred an estimated foreign income tax expense of $988 and $767 for the nine months ended September 30, 2015 and 2014, respectively.  There were no income tax liabilities from the hotel segment. The Czech Republic has an applicable corporate income tax of 19%, while Germany has an applicable corporate income tax rate of 30%.  Estimated Czech corporate income tax payments are required to be paid quarterly.  TWC was current on all of its tax payments at September 30, 2015 and through the date of this report.

 

(n)Recent Accounting Pronouncements  In May 2014, the FASB issued guidance on recognizing revenue from contracts with customers. The guidance clarifies the principles for recognizing revenue and establishes a common revenue standard for US GAAP and International Financial Reporting Standards.  Early adoption is permitted, but not before the original effective date for public companies (annual reporting periods beginning after December 15, 2016). Retrospective application is required.  The Company is currently evaluating the impact of adopting this standard and does not expect the standard to have any material impact on its consolidated financial statements.

 

In June 2014, the FASB issued guidance on stock compensation that requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  As such, the performance target should not be reflected in estimating the grant-date fair value of the award.  The guidance is effective for reporting periods beginning after December 15, 2015, with early adoption permitted.  The Company is evaluating the potential impacts of adopting the new guidance on its existing stock-based compensation plans.

 

In August 2014, the FASB issued guidance on the presentation of financial statements for a going concern. This provides guidance on management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. This guidance is effective for fiscal years ending after December 15, 2016, and annual and interim periods thereafter. The Company is reviewing the new standard for adoption and does not expect this standard to have a material impact on the Company’s consolidated financial statements.

 

In January 2015, the FASB issued an update on the treatment of extraordinary and unusual items. This update eliminates the concept of extraordinary items and the related income statement presentation of such items. The provisions of this guidance are effective for reporting periods beginning after December 15, 2015. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.

 

In April 2015, the FASB issued an update on its guidance on the presentation of debt issuance costs.  This update requires debt issuance costs to be presented as a direct deduction from the carrying amount of the related debt liability. The standard is effective for reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The update requires application of the updated guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The Company is reviewing the updated standard for adoption and does not expect this updated standard to have a material impact on the Company’s consolidated financial statements.