Casino Valuation—Business
Valuation Concepts and
Industry Overview
American Society of Appraisers
International Appraisal Conference
Las Vegas, Nevada
October 20, 2015
Raymond Rath, ASA, CFA
Globalview Advisors LLC
Presenter’s Contact Information
Raymond Rath, ASA, CFA
Managing Director
Globalview Advisors LLC
19900 MacArthur Boulevard, Suite 810
Irvine, CA 92612
949-475-2808
[email protected]
1
Contents
1. Overview of Business and Intangible Asset Valuation
a. Introduction - Role of Intangible Assets
b. Valuation Theory - Income Approach
c. Intangible Asset Valuation
d. Important Concepts
e. Discount Rates
2. Gaming Industry Overview and Valuation Insights
a. Industry Overview
b. Public Companies
c. Transaction Activity
d. Purchase Price Allocations
3. Multi-Discipline Valuation
2
Section 1: Overview of Business
and Intangible Asset Valuation
Introduction
Skills Required of a Business and Intangible
Asset Valuation Specialist
5
Business Valuation vs. Asset Valuation
RUL = Remaining Useful Life
6
Differences between Real Estate and Businesses
•
•
•
Risk
• Typically greater risk for businesses
• Broader forms of competition
• Management much more important
• Intangibles create value
• Numerous other considerations
Growth
• Greater growth opportunities for businesses
• Potentially unlimited scale (Google, eBay, others)
• New sites
• New businesses
• Acquisitions
Implication – Greater difficulty estimating risk and wider range of
possible growth rates suggest valuing a business will be more difficult
in many cases
7
Increased Emphasis on Intangibles—
Relative Values of Tangible and Intangible Assets
8
8
Increased Emphasis on Intangibles —Direct Example of
Market Value to Book Value Relationship
Importance of Intangible Assets
Comparison of Market Cap to Book Value for Selected Companies
As of November 17, 2014
$ in billions
China
Tencent Holdings, Inc.
Baidu
Lenovo
Business
Internet Software and Services
Internet Software and Services
Computers and Peripherals
Japan
Sony Corporation
Toyota Motor Corp.
NTT
Household Durables
Automobiles
Telecommunications
France (EUR $Billion)
Compagnie Generale DES Etablissements Michelin SCA
LVMH Moet Hennessy Louis Vuitton
Danone
Auto Components
Textiles, Apparel and Luxury Goods
Food Products
Germany
Daimler AG
Allianz SE
Bayer AG
Market
Capitalization
154.54
85.63
14.30
Book Value
Ratio of
of Equity
MC to BVE
9.66
16.0
6.30
13.6
3.02
4.7
22.16
188.13
61.83
21.93
140.50
82.65
1.0
1.3
0.7
13.36
86.69
40.76
9.26
38.18
14.74
1.4
2.3
2.8
Automobiles
Insurance
Pharmaceuticals
81.99
59.86
113.25
59.72
57.81
28.72
1.4
1.0
3.9
United Kingdom
BAE Systems plc
HSBC Holdings plc
GlaxoSmithKline plc
Aerospace and Defense
Commercial Banks
Pharmaceuticals
14.65
202.03
110.30
2.78
275.97
11.59
5.3
0.7
9.5
United States
Apple Inc.
The Coca-Cola Company
McDonald's Corp.
Computers and Peripherals
Beverages
Hotels, Restaurants and Leisure
668.53
187.99
93.40
111.55
33.43
13.63
6.0
5.6
6.9
Book value of equity as of latest quarter end.
Market cap as of November 2014.
Source: Capital IQ
9
Increased Emphasis on Intangibles —Market Value to
Book Value at January 2015: Key Industry Sectors
Industry
Advertising
Aerospace/Defense
Air Transport
Apparel
Auto & Truck
Auto Parts
Bank (Money Center)
Banks (Regional)
Beverage (Alcoholic)
Beverage (Soft)
Broadcasting
Brokerage & Investment Banking
Building Materials
Business & Consumer Services
Cable TV
Chemical (Basic)
Chemical (Specialty)
Coal & Related Energy
Computer Services
Computers/Peripherals
Construction Supplies
Drugs (Biotechnology)
Drugs (Pharmaceutical)
Education
Electrical Equipment
Electronics (Consumer & Office)
Electronics (General)
Engineering/Construction
Entertainment
Environmental & Waste Services
Farming/Agriculture
Financial Svcs. (Non‐bank & Insurance)
Food Processing
Food Wholesalers
Furn/Home Furnishings
Green & Renewable Energy
Healthcare Products
Healthcare Support Services
Heathcare Information and Technology
Number of
firms
52
93
22
64
22
75
13
676
22
46
28
46
39
177
18
46
103
42
119
64
55
400
151
42
126
28
189
56
84
103
37
288
96
14
27
26
261
138
127
Price to Book Value
5.52
3.61
4.00
4.55
2.14
2.73
1.05
1.18
3.35
5.93
2.57
1.29
3.23
3.51
5.67
1.82
3.99
1.32
5.05
4.50
3.04
8.62
4.02
2.25
3.69
5.70
2.21
1.58
3.54
3.02
1.90
1.83
3.53
3.64
2.95
1.35
3.75
2.84
4.10
Return on Equity
17.92%
24.54%
2.84%
18.48%
18.61%
15.84%
8.21%
8.87%
13.66%
27.88%
18.80%
10.38%
14.81%
12.43%
31.43%
14.72%
19.22%
‐6.41%
32.01%
25.04%
19.50%
11.94%
17.06%
3.76%
12.61%
12.81%
8.67%
5.27%
17.84%
5.68%
13.54%
‐2.23%
18.17%
16.10%
11.62%
0.31%
11.23%
12.27%
10.39%
Market Value / Book Value of Total Capital
6.35
4.38
2.02
3.53
1.18
2.19
1.08
1.26
3.56
4.41
2.74
1.11
2.81
4.14
3.03
1.72
3.53
1.12
4.05
4.15
2.12
4.72
3.31
2.38
4.23
4.56
2.16
2.40
4.54
3.59
1.43
1.05
4.09
3.45
2.56
1.15
3.64
5.19
4.42
Return on Invested Capital
40.86%
37.18%
9.50%
18.12%
3.31%
18.16%
‐0.02%
‐0.08%
15.85%
27.58%
19.98%
0.02%
15.41%
23.95%
17.33%
18.04%
22.41%
0.38%
37.39%
30.98%
12.42%
13.63%
18.40%
9.97%
29.56%
18.29%
11.35%
17.79%
30.87%
19.53%
9.72%
0.19%
26.50%
21.26%
15.30%
4.36%
16.05%
37.10%
17.56%
10
Increased Emphasis on Intangibles —Market Value to
Book Value at January 2015: Key Industry Sectors
Industry
Homebuilding
Hospitals/Healthcare Facilities
Hotel/Gaming
Household Products
Information Services
Insurance (Prop/Cas.)
Investments & Asset Management
Machinery
Metals & Mining
Office Equipment & Services
Oil/Gas (Production and Exploration)
Oil/Gas Distribution
Oilfield Svcs/Equip.
Packaging & Container
Paper/Forest Products
Power
Precious Metals
Publshing & Newspapers
R.E.I.T.
Real Estate (Development)
Real Estate (General/Diversified)
Real Estate (Operations & Services)
Recreation
Restaurant/Dining
Retail (Automotive)
Retail (Distributors)
Retail (General)
Retail (Grocery and Food)
Retail (Online)
Retail (Special Lines)
Semiconductor
Semiconductor Equip
Software (Internet)
Software (System & Application)
Steel
Telecom (Wireless)
Telecom. Equipment
Telecom. Services
Tobacco
Transportation
Trucking
Total Market
Number of
firms
35
56
80
135
67
52
148
137
124
25
392
85
161
26
22
82
147
43
213
18
11
52
68
79
30
90
23
21
46
128
100
47
327
259
40
21
126
77
20
21
30
7887
Price to Book Value
1.69
2.77
3.55
4.92
5.48
1.30
1.19
3.15
1.42
4.25
1.35
2.23
1.74
3.58
3.11
1.85
0.97
1.74
2.11
1.85
1.82
2.69
3.66
7.80
6.27
3.33
3.54
4.20
8.20
4.01
3.44
2.76
4.15
4.62
1.58
1.32
2.86
3.20
955.60
6.04
4.35
2.58
Return on Equity
14.34%
10.48%
5.77%
19.31%
21.66%
12.41%
13.45%
16.66%
2.15%
27.77%
6.25%
9.57%
14.04%
20.65%
9.94%
9.53%
‐6.90%
19.97%
7.74%
0.50%
24.65%
16.36%
24.83%
32.27%
32.34%
16.79%
17.15%
39.05%
11.91%
15.78%
16.11%
5.55%
13.48%
18.77%
‐13.99%
‐4.75%
14.40%
23.72%
‐54.14%
24.27%
19.36%
14.49%
Market Value / Book Value of Total Capital
1.39
1.85
2.20
5.23
7.28
1.31
1.24
3.81
1.34
3.13
1.25
1.85
1.82
2.68
2.25
1.48
0.96
2.73
1.42
1.58
1.60
2.26
2.56
3.82
2.59
2.38
2.53
2.23
11.80
2.71
2.29
2.17
4.12
4.19
1.47
1.20
2.41
2.50
11.43
4.08
2.04
1.79
Return on Invested Capital
9.57%
9.47%
8.61%
30.38%
35.97%
11.99%
6.55%
24.16%
13.24%
21.41%
11.84%
10.27%
17.80%
19.48%
13.55%
6.97%
2.60%
14.43%
2.56%
3.28%
19.42%
18.12%
15.60%
15.09%
11.27%
14.87%
12.10%
6.51%
17.38%
10.93%
13.75%
9.68%
15.25%
22.64%
8.04%
0.92%
14.10%
25.71%
100.07%
19.98%
9.74%
7.36%
11
Five Primary Groups of Intangibles
•
•
•
Various sources have developed listings of intangible assets. US
GAAP and International Financial Reporting Standards (IFRS) have
been vetted publicly and are presented.
Accounting Standards Codification 805 Business Combinations
(“ASC 805”) lists five principal classes of intangible assets:
•
Contract–based intangibles
•
Marketing-related intangibles
•
Customer or supplier-related intangibles
•
Technology-related intangibles
•
Artistic-related intangibles
Virtually identical guidance is provided in International Financial
Reporting Standard 3 Business Combinations (“IFRS 3”).
12
Identification of Intangibles—Marketing-Related
•
Marketing-related intangible assets are primarily used in the
marketing or promotion of products or services. The non-exhaustive
listing includes:
•
Trademarks, trade names, service marks, collective
marks, certification marks
•
Trade dress (unique color, shape, or package design)
•
Newspaper mastheads
•
Internet domain names
•
Non-competition agreements
•
Source: ASC 805-20-55-14 and IFRS 3 (non-exhaustive list).
IVSC, GN 4 paragraph 3.3 and ASC 805-20-55-14 (nonexhaustive list).
13
Identification of Intangibles—Customer-Related
•
Customer-related intangible assets related directly to the customer
including:
•
Customer lists
•
Order or production backlog
•
Customer contracts and related customer relationships
•
Non-contractual customer relationships
•
Source: ASC 805-20-55-20 and IFRS 3 (non-exhaustive list).
See also IVSC, GN 4 paragraph 3.4.
14
Identification of Intangibles—Artistic-Related
•
Artistic-related intangible assets are those intangible assets of an
artistic nature reflecting the creativity of the creator. These can
include such items as:
•
Plays, operas, ballets
•
Books, magazines, newspapers, other literary works
•
Musical works such as compositions, song lyrics, advertising
jingles
•
Pictures, photographs
•
Video and audiovisual material, including motion pictures, music
videos, television programs
Source: ASC 805-20-55-29 and IFRS 3 (non-exhaustive list). IVSC,
GN 4 paragraph 3.6 provides a similar but abbreviated listing of
artistic-related intangibles.
15
Identification of Intangibles—Contract-Based
•
Contract-based intangible assets are established by contracts and
include:
•
Licensing, royalty, standstill agreements
•
Advertising, construction, management, service or supply
contracts
•
Lease agreements
•
Construction permits
•
Franchise agreements
•
Operating and broadcast rights
•
Servicing contracts such as mortgage servicing contracts
•
Employment contracts
•
Use rights such as drilling, water, air, timber cutting, and route
authorities
Source: ASC 805-20-55-31 and IFRS 3 (non-exhaustive list).
16
Identification of Intangibles—Technology-Based
•
Technology-based intangible assets protect or support technology
and include:
•
Patented technology
•
Computer software and mask works
•
Unpatented technology
•
Databases, including title plants
•
Trade secrets, such as secret formulas, processes, recipes
Source: ASC 805-20-55-38 and IFRS 3 (non-exhaustive list). IVSC,
GN 4 paragraph 3.5 provides a similar listing of technology-related
intangibles.
17
Valuation Theory
Valuation Theory — Importance of the Income
Approach
•
•
Valuation is forward looking
•
Value should reflect future cash flows rather than historical
amounts.
•
Historical performance can be meaningful as an indicator of
future performance
Obsolescence from physical, functional and economic factors could
lower value of an asset due to a potential reduction in future cash
flows
19
Income Approach—Business Valuation:
Alternative Methods
• For Income Approach, two methods are available to value a business:
• Discounted Cash Flow Method (“DCF Method”)
• Project cash flows until cash flows stabilize (as %)
• Residual value (typically from Capitalized Income Method)
• Cash flow includes deductions for capital expenditures and any
working capital required to support growth.
• Capitalized Income Method (“CIM”)
• Assumes growth is stabilized as a percent
• Three key inputs include
• Cash flow base
• Discount rate
• Long-term growth rate
20
Income Approach—Business Valuation:
Observations on Alternative Methods
• For larger firms, CIM is infrequently used. Generally only used to
calculate the residual value of the business once growth is forecast to
stabilize (on a percentage basis).
• CIM is frequently used to value small businesses.
• Market approach uses market data to develop the same value
estimate as the Income Approach.
• The market data in the multiples (after appropriate adjustments)
should capture the risk and growth expectations of the subject.
• Market approach does not adequately address non-stable growth
situations.
21
Discounted Future Benefits Formula
Value =
Income 1
+
(1+k)1
Income 2
+
(1+k)2
Income3
(1+k)3
+…
Income n
(1+k)n
22
Discounted Future Benefits—Simplified Formula
n=t
Value =
∑
Income n
n
(1 + k)
+
Terminal value
t
(1 + k)
t
n=1
• Terminal value could be many different things depending on what is being
valued:
• Business—Business enterprise cash flows into perpetuity
• Fixed asset, plant, other—Salvage value at end of economic life
• Land fill, other—Finite years of cash inflows with a liability to perform
remediation at end of economic life
23
Capitalized Income Method to Valuation
CF0 x (1 + g)
V = ------------------(k – g)
Three variables:
• CF—Benefit stream to capitalize. Almost always cash flow stream. (Formula
uses expected cash flow from next period (year))
• K—Discount rate reflective of risk of cash flows
• G—Expected constant growth factor as a percent
• If growth is not expected at a constant rate, this formula doesn’t apply
• Growth can be positive, zero or negative
• Growth rate cannot be excessive into perpetuity
24
Invested Capital is Preferred Basis for Many
Valuations
WARA - Asset Based
WACC - Capital Based
Fair Value of Net
Working Capital
Fair Value of
Long Term
Interest Bearing
Debt
+
Market Value of
Invested Capital
=
Fair Value of
Tangible Assets
=
Fair Value of
Equity
Fair Value of
Intangible
Assets
Fair Value of
Goodwill
25
Calculation of Equity vs. Invested Capital Cash Flow
Equity Cash Flow
Less
Less
=
Less
=
Less
=
Revenue
Cost of sales
Operating expense
Operating income (EBIT)
Interest expense
Pretax income
Income taxes
Net income
Plus
=
Less
Less
+/–
=
Invested Capital Cash Flow
Less
Less
=
Revenue
Cost of sales
Operating expense
Operating income (EBIT)
Less
=
Taxes on EBIT
Net operating profit after tax (NOPAT)
Depreciation & amortization
Gross cash flow
Increase in working capital
Capital expenditures
Change in debt principal
Plus
=
Less
Less
Depreciation & amortization
Gross cash flow
Increase in working capital
Capital expenditures
Equity Net Cash Flow
=
Invested Capital Net Cash Flow
26
Equity vs. Invested Capital Cash Flows: Example
Equity vs. Invested Capital Benefit Measures
Equity
Invested
Capital
Less
Revenue
Cost of sales
Equals
Less
Gross profit
Operating expense
8,000
(4,500)
8,000
(4,500)
Equals
Less
EBITDA
Non-cash items
3,500
(2,000)
3,500
(2,000)
Equals
Less
EBIT
Interest expense
1,500
(300)
1,500
N/A
Interest expense treatment differs
Equals
Less
Pretax Income
Income taxes
1,200
(480)
(600)
Income tax calculation differs
Equals
Net Income
$720
NOPAT
$23,000
(15,000)
$23,000
(15,000)
$900
NOPAT = Net Operating Profit After Taxes (Debt Free Net Income)
27
Financial Statement Adjustments
1.
Accounting translation adjustments (Comparability) –
Financial statement adjustments to make the subject (or GPCs)
comparable to peer group (e.g., RMA, GPCs) accounting (e.g.,
LIFO to FIFO, cash to accrual).
2.
Non-recurring adjustments (Predictability) – Adjustment of
historical financial statements to be more predictive of future
financial performance.
3.
Non-operating or excess asset adjustments (Core
Operations) – Adjustments so that the past financial
performance reflects only the economic performance of the core
operations which are expected to continue on an indefinite
basis (and sometimes those non-core operations which are
expected to continue on an indefinite basis).
4.
Discretionary adjustments – Adjustments to eliminate any
discretionary items such as excess officers compensation or
similar factors
28
Adjustments to Income Statement - Example
Example
Adjustment to Income Statement
Private firm CEO is paid $1,200,000.
Analyst estimates market rate for CEO
is $800,000.
Reduce SG&A expenses by $400,000.
Firm leases a warehouse for
$200,000/year from a family member.
Analyst estimates market rate is
$300,000.
Increase SG&A expenses by $100,000.
Firm owns a vacant building that has
reported expenses of $90,000 and
depreciation expenses of $15,000. The
building is noncore.
Reduce SG&A expenses by $90,000.
Reduce depreciation expenses by
$15,000.
Firm may be acquired by a strategic
Reduce SG&A expenses by $230,000
Buyer A that expects synergies with cost when calculating normalized earnings
for Buyer A, but not for Buyer B.
savings of $230,000. Buyer B is a
financial buyer.
29
29
Current Year $
Revenues
$
10,000,000
Adjustment $
$
As Adjusted $
-
$
10,000,000
Cost of Sales:
Beginning Inventory
Purchases
Less: Ending Inventory
Total Cost of Sales
Gross Profit
275,000
2,450,653
(315,000)
2,410,653
7,589,347
65,000
(100,000)
(35,000)
35,000
A
340,000
2,450,653
(415,000)
2,375,653
7,624,347
Operating Expenses:
Officer Compensation
Salaries and Wages
Rent
Auto Expense
Travel and Entertainment
Other Operating Expenses
Depreciation and Amortization
Total Operating Expenses
Income From Operations
726,423
1,254,000
180,000
43,750
76,425
3,284,623
798,503
6,363,724
1,225,623
(376,423)
60,000
(25,000)
(40,000)
(250,000)
(631,423)
666,423
B
350,000
1,254,000
240,000
18,750
36,425
3,284,623
548,503
5,732,301
1,892,046
Other Income (Expenses):
Interest Income
Gain (Loss) on Sale of Assets
Interest Expense
Total Other Income (Expenses)
Earnings Before Taxes
26,425
33,450
(133,458)
(73,583)
1,152,040
Income Taxes:
Federal Income Tax
State Income Tax
Total Income Taxes
Net Income
(26,425)
(33,450)
133,458
73,583
740,006
$
1,152,040
C
D
D
E
F
F
G
1,892,046
$
740,006
$
1,892,046
A - Change FIFO to LIFO
B - Normalize Officer's Compensation
C - Normalize Rent to Fair Market Value
D - Adjust for Discretionary Auto and Travel and Entertainment Expenses
E - Adjust Accelerated Depreciation Method
F - Adjust Non-Operating Income (Expenses)
G - Remove Interest Expense to Determine Net Income Available to Invested Capital
30
Intangible Asset Valuation
Income Approach — Sources of Incremental
Cash Flows
• The cash flows generated by an asset may include any/all of the following:
• Increased revenue—due to higher quality or unique features:
• Premium price per unit, and/or
• Increased number of units sold.
• Cost savings—lower costs
• Production
• Marketing
• Warranty / repair
• Other
• New profit generation—potential development of new technologies /
products
• Mix of the above
•
Many of the above factors would relate to intangibles but may also be relevant
to tangible assets
32
Income Approach— Intangible Asset Valuations:
Alternative Methods
• For intangible assets, different methods of the Income Approach
reflect different roles of intangibles and means of quantifying the
benefit stream:
• Multi-Period Excess Earnings Method (MPEEM) (Primary asset)
• Starting point is total income for business or business unit.
• Deduct shares of income associated with other required assets.
• Calculate present value of residual income using a risk-adjusted
discount rate.
• Cost Savings Methods (Secondary assets)
• Relief from Royalty Method (RFR Method)
• Direct estimate of cost savings
• Primary asset represents asset that drives a business (McDonald’s
or Coca Cola trade names as examples)
• Secondary asset is not as critical to the business
33
Income Approach — Intangible Asset Valuations:
Alternative Methods
• Greenfield or Build-Out Methods
• Only asset owned is the subject asset (raw land, an FCC
license)
• All other assets must be built or bought. Models typically result
in negative cash flows in initial periods due to
• Investments in various assets
• Operating losses until stabilized revenue and earnings
levels achieved
• With-and-Without Method (“WWM”)
• Comparative valuations with and without an asset in place
• Difference is the value from the asset being appraised
• As will be discussed later, WWM has other applications
34
Income Approach—Intangible Asset Challenges
• Determination of appropriate method may be challenging.
• Significant informed judgment is required when assigning cash flows
of an acquired enterprise to specific assets.
• Need to properly reflect risk associated with the cash flows in
question and determine appropriate discount rate.
• Need to determine the term of the cash flow forecasts.
• Limited observable market data to support many variables.
35
Important Concepts
Valuation Methods for Businesses (Going
Concerns) and Intangible Assets
Cost
Business
Intangible
Adjusted Book (Rare)
Replacement Cost
Market
Guideline Public Company Method
Guideline Transaction Method Guideline Transactions
Income
DCF Method
Capitalized Income Method
DCF Method
- Excess Earnings
- Relief From Royalty
37
Use of Valuation Methods for Businesses and
Intangible Assets
Method
Cost
Market
Income
Business
Rare
Frequent
Frequent
Intangible
Frequent
Very Rare
Frequent
38
Types of Cash Flows
Investor Specific Cash Flows—Reflect investor specific expectations
• May not reflect market participant expectation
• Could reflect a single set of projected future cash flows
• If different from market participant cash flows, it is very difficult to
accurately estimate a discount rate for these case flows
Market Participant Cash Flows—Reflect negotiations between buyers and
sellers in the marketplace
• Reflect market’s perspective on degree of risk
• Incorporate the weighting of views of the market
Certainty Equivalent Cash Flows—Reflect the weighted expectation of
ALL possible future outcomes
• Rarely viewed as possible
• If projections truly reflect all possible outcomes, risk free rate would be
used
39
Required Relationship of Risk and Return
Return (CF)
WACC + Premium
WACC
WACC - Discount
Conservative Projections – WACC less a discount
Market Participant Projections – WACC
Optimistic Projections – WACC plus a premium
Risk (K)
40
Relationship of Return and Value
Risk
Value
Return
41
Discount Rates
Discount Rate Estimates—Overview
• Estimating discount rates for a business and the different assets of a
business is one of the more challenging areas of valuation.
• No (or limited) market data available for returns on fixed assets
• No market data available for intangible assets - customers,
technology, trade names, work forces, other
• Although there is often limited direct market evidence to estimate
discount rates for specific business assets, there are several means of
confirming that estimates are within a range of reason.
• The following slides present information pertaining to:
• Return requirements for different asset classifications
• Return requirements within the spectrum of intangible assets
• General methods of confirming the reasonableness of discount rate
estimates
43
Discount Rate Estimates—Risk and Rate of Return
Assets within a business enterprise have different risk and return characteristics
Rate of return of a particular asset is commensurate with its risk
Assets within a business enterprise typically have different liquidity and return characteristics
High
Low
Intangible Assets
Tangible Assets
Degree of
Risk
Liquidity
Receivables
Inventory
Cash
Low
Low
High
Investment
Return
Requirement
High
44
Discount Rate Estimates—
Illustrative Return Ranges for Various Intangibles
Discount rate should reflect the risk associated with the income attributable
to the intangible asset. A general risk spectrum associated with various
intangible asset classes follows:
Possible Discount Rate Range
Low
Working Capital
High
xxxxx
Fixed Assets
xxxxx
Intangible Assets
Internal Use Software
xxxxx
xxxxx
Customer Contracts
xxxxx
xxxxx
xxxxx
Customer Relationships
xxxxx
xxxxx
xxxxx
xxxxx
Patented Technology
xxxxx
xxxxx
xxxxx
xxxxx
Tradenames
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
Unpatented Technology (In-Use)
IPR&D
Assembled Workforce
xxxxx
xxxxx
xxxxx
Goodwill
Cost of Debt
xxxxx
xxxxx
xxxxx
xxxxx
WACC
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
Cost of Equity
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
xxxxx
45
Section 2: Gaming Industry
Overview and Valuation
Observations
Industry Overview
Gaming Industry - Introduction
•
What is the gaming industry?
•
•
One answer – a form of entertainment
What are different components of the gaming industry?
•
Casinos
•
Card Clubs
•
Lotteries
•
Horse / dog races
•
Internet gambling
•
Bingo games
•
Video games
•
Other
48
Gaming Industry – Industry Structure / Status
•
METRIC
Life Cycle Stage
Revenue Volatility
Capital Intensity
Industry Assistance
Concentration Level
Regulation Level
Technology Change
Barriers to Entry
Industry Globalization
Competition Level
STATUS
Mature
Medium
Medium
None
Low
Heavy
Medium
High
Medium
High
Source: IBISWorld Casino Hotels in the U.S. Industry report dated November 2014.
49
Gaming Industry – Features of a Mature Industry
•
Key features of mature industry
•
Revenue grows at or near same pace as economy
•
Company numbers stabilize;
•
M&A stage
•
Established technology & processes
•
Total market acceptance of product & brand
•
Rationalization of low margin products & brands
Source: IBISWorld Casino Hotels in the U.S. Industry report dated November 2014.
50
Gaming Industry – General Observations
•
•
•
•
•
•
Increasing competition for individual time
• Alternative forms of entertainment
Highly regulated – federal and state
More capital intensive, decreasing labor intensity but still heavy labor
Increasing competition leads to increasing expenditures to renovate
Slots are increasingly important
• High rollers staying in Asia
• Increasing efficiency
• For states that report separately, 62% or more of revenues is
from slots
Technology
• Cashless slot machines
• Efficient
• Push down to reprogram
51
Gaming Industry – General Observations (cont’d)
•
Growth of non-gaming amenities
•
•
Non-gaming revenue now 60% of Las Vegas Strip. Up from 40%
a decade ago
Technology
•
Ticket-in, ticket-out
•
Server based gaming machines
•
Gaming machines that facilitate multi-player gambling
•
Gambling machine revenues exceed gaming tables
•
Increasing speed of replacement
52
Gaming Industry – General Observations (cont’d)
•
Online poker and TV increase poker gambling
•
Most visitors come from local area – over 90% of patron visits
•
Asian growth rates
•
Rising per capita incomes
•
Greater acceptance of gambling
•
Gambling increase from 7.5% of recreational spending in 1990 to
12.2% in 2009 per AMA study, Beyond the Casino Floor
•
Gambling legal under US laws
•
States determine individual perspectives
53
Gaming Industry – General Observations (cont’d)
•
Industry concentration relatively flat since 2009
•
Average profit margin declining due to increase in competition and
spending
•
High fixed cost business
•
Tax bases
•
•
Gross revenue
•
Number of gaming devices or table games offered
•
6.75% of gross revenues for large casinos in LV
•
55% of gross gaming revenue for Pennsylvania
Depreciation at 6.5% of revenue
54
Gaming Industry – General Observations (cont’d)
•
Online gambling legal in Nevada, New Jersey and Delaware
•
International online gambling can be accessed
•
Move to splitting management companies from owners of the land
and building
•
Caesars real property markdown in 2013 (see page 26)
•
MGM CityCenter – poor performance
•
Las Vegas Sands, Inc. – 10% of revenue from LV
•
Loyalty card programs
•
17 states have legalized various forms of gambling
55
Gaming Industry – Recent Geographic Changes
•
Increasing locations in U.S. but flat total revenues
•
Ohio 2012
•
New York 2013 constitutional amendment
•
Pennsylvania revenues (now second largest market) exceed New
Jersey
•
2007 Macau surpassed Las Vegas as largest gambling revenue
market
•
Macau – Dramatic expansion and change of format in early
2000’s
•
Singapore – First casino February 14, 2010
56
Publicly-Traded Gaming
Companies
Publicly-Traded Gaming Companies
•
U.S. stock markets have a large number of publicly traded gaming
companies.
•
Many are smaller with limited trading activity (trade on OTC “Pink
Sheets”)
•
Several trade on the NYSE and a significant number trade on the
Over the Counter market
58
Pricing Multiples of Publicly-Traded Casinos
Boyd
Gaming
Corporation
Dec
Dec2014
Caesars
Entertainment
Corporation
Dec
Dec2014
Century
Casinos
Inc.
Dec
Dec2014
Crown
Resorts
Limited
Jun
Dec2014
EastGroup
Properties
Inc.
Dec
Dec2014
Isle of
Capri
Casinos,
Inc.
Apr
Jan2015
Las
Vegas
Sands
Corp.
Dec
Dec2014
MGM
Resorts
International
Dec
Dec2014
Monarch
Casino &
Resort Inc.
Dec
Dec2014
Invested Capital
Market Capitalization
to:
Revenues
Calendar Year 2015
Last Twelve Months
Calendar Year 2014
2.19
1.75
1.75
2.39
2.69
2.69
0.92
1.20
1.20
4.50
4.12
4.12
12.83
13.75
13.75
1.37
1.35
1.35
3.65
3.47
3.47
2.16
2.25
2.25
1.69
1.71
1.71
0.81
0.86
0.86
2.18
2.00
2.00
Operating EBITDA
Calendar Year 2015
Calendar Year 2014
Last Twelve Months
Calendar Year 2014
8.2
8.7
8.4
8.4
9.7
10.4
15.2
15.2
4.8
5.9
13.6
13.6
16.0
16.9
16.9
16.9
18.1
19.5
22.3
22.3
6.8
6.9
7.1
7.1
9.6
10.3
9.8
9.8
8.8
9.3
10.3
10.3
6.8
7.1
8.0
8.0
6.4
7.3
8.8
8.8
8.5
9.0
10.0
10.0
Operating EBIT
Calendar Year 2015
Calendar Year 2014
Last Twelve Months
Calendar Year 2014
16.1
16.1
15.3
15.3
16.8
20.2
28.6
28.6
NA
9.5
52.4 1
52.4 1
23.4
24.9
24.7
24.7
33.1
37.1
40.9 1
40.9 1
11.6
12.1
12.5
12.5
12.7
13.8
12.3
12.3
13.5
14.9
16.8
16.8
11.3
12.1
14.2
14.2
15.7
20.3
29.8
29.8
15.7
15.5
16.0
16.0
Fiscal Year End
LTM End
Penn
National Median of
Gaming Inc. Guidelines
Dec
Dec2014
Notes:
[1] Excluded negative multiples and outliers.
59
Income Statements of Publicly-Traded Casinos
Boyd Gaming
Corporation
Caesars
Entertainment
Corporation
Century
Casinos
Inc.
Crown
Resorts
Limited
EastGroup
Properties
Inc.
Isle of Capri
Casinos,
Inc.
Las Vegas
Sands
Corp.
Dec
Dec2014
Dec
Dec2014
Dec
Dec2014
Jun
Dec2014
Dec
Dec2014
Apr
Jan2015
Dec
Dec2014
Fiscal Year End
LTM End
Revenues
Calendar Year 2016
Calendar Year 2015
Last Twelve Months
Calendar Year 2014
Operating EBITDA
Calendar Year 2016
Calendar Year 2015
Last Twelve Months
Calendar Year 2014
Operating EBIT
Calendar Year 2016
Calendar Year 2015
Last Twelve Months
Calendar Year 2014
Net Income
Calendar Year 2016
Calendar Year 2015
Last Twelve Months
Calendar Year 2014
MGM Resorts
International
Monarch
Casino &
Resort Inc.
Penn
National
Gaming
Inc.
Dec
Dec2014
Dec
Dec2014
Dec
Dec2014
$
2,181
2,154
2,701
2,701
$
9,483
9,296
8,264
8,264
$
170
156
120
120
$
2,551
2,429
2,650
2,650
$
252
236
220
220
$
974
969
982
982
$
15,369
13,862
14,584
14,584
$
10,897
10,087
9,699
9,699
$
195
190
188
188
$
2,869
2,743
2,591
2,591
$
574
543
560
560
$
2,291
2,139
1,457
1,457
$
30
24
11
11
$
683
647
646
646
$
167
155
136
136
$
196
191
185
185
$
5,257
4,887
5,178
5,178
$
2,483
2,333
2,116
2,116
$
48
45
40
40
$
347
306
254
254
$
294
294
309
309
$
1,326
1,099
778
778
$
22
15
3
3
$
467
438
441
441
$
91
81
74
74
$
115
110
106
106
$
3,996
3,671
4,106
4,106
$
1,618
1,466
1,301
1,301
$
28
26
23
23
$
142
110
75
75
$
40.7
23
(53)
(53)
$
(349.0)
(501)
(2,783)
(2,783)
$
13.6
9
1
1
$
559.0
486
389
389
$
53.8
48
48
48
$
24.3
21
(139)
(139)
$ 2,755.0
2,509
2,841
2,841
$
323.9
238
(150)
(150)
$
17.6
16
14
14
$
65.2
41
(233)
(233)
Revenue Growth
CY 2016/CY 2015
CY 2015/CY 2014
1.3%
-20.3%
2.0%
12.5%
8.8%
30.2%
5.0%
-8.3%
6.8%
7.2%
0.4%
-1.3%
10.9%
-4.9%
8.0%
4.0%
2.7%
1.3%
4.6%
5.9%
EBITDA Growth
CY 2016/CY 2015
CY 2015/CY 2014
5.7%
-3.0%
7.1%
46.8%
23.6%
129.8%
5.6%
0.2%
7.6%
14.6%
2.8%
3.0%
7.6%
-5.6%
6.4%
10.2%
5.1%
12.1%
13.3%
20.5%
EBITDA Margin
Calendar Year 2016
Calendar Year 2015
Last Twelve Months
26.3%
25.2%
20.7%
24.2%
23.0%
17.6%
17.7%
15.6%
8.8%
26.8%
26.6%
24.4%
66.4%
65.9%
61.7%
20.2%
19.7%
18.9%
34.2%
35.3%
35.5%
22.8%
23.1%
21.8%
24.4%
23.8%
21.5%
12.1%
11.2%
9.8%
EBIT Margin
Calendar Year 2016
Calendar Year 2015
Last Twelve Months
13.5%
13.6%
11.4%
14.0%
11.8%
9.4%
13.0%
9.8%
2.3%
18.3%
18.0%
16.7%
36.4%
34.6%
33.7%
11.8%
11.3%
10.8%
26.0%
26.5%
28.2%
14.9%
14.5%
13.4%
14.6%
13.9%
12.0%
5.0%
4.0%
2.9%
60
Market Capitalization of Publicly-Traded Casinos
Fiscal Year End
LTM End
Levered Beta
Latest Twelve Months
Average market price 30 days prior
Common Shares Outstanding
Market Capitalization of Common Stock
Less: Cash and Cash Equivalents
Cash-Free Market Cap
Add: Preferred Stock
Add: Book Value of Debt
Market Value of Invested Capital
Calendar Year 2014
Market price as of the calendar year end
Common Shares Outstanding
Market Capitalization of Common Stock
Less: Cash and Cash Equivalents
Cash-Free Market Cap
Add: Preferred Stock
Add: Book Value of Debt
Market Value of Invested Capital
Isle of
Capri
Casinos,
Inc.
Apr
Jan2015
1.62
Las Vegas
MGM
Sands
Resorts
Corp.
International
Dec
Dec
Dec2014
Dec2014
1.76
2.22
Monarch
Casino &
Resort Inc.
Dec
Dec2014
0.99
Penn
National
Gaming
Inc.
Dec
Dec2014
0.98
17.65
16.80
297
22
275
46
321.3
$
16.59
16.80
279
22
257
46
303.5
$
Boyd
Gaming
Corporation
Dec
Dec2014
2.10
Caesars
Entertainment
Corporation
Dec
Dec2014
1.96
Century
Casinos
Inc.
Dec
Dec2014
0.18
Crown
Resorts
Limited
Jun
Dec2014
0.43
EastGroup
Properties
Inc.
Dec
Dec2014
1.00
$
12.99
108.43
$ 1,408
146
1,262
3,461
$ 4,723.7
$
12.53
144.45
1,809
2,806
(997)
23,213
22,216.3
$
5.37
24.38
131
25
106
38
144.5
$
12.44
728.34
$ 9,061
332
8,729
2,194
$ 10,922.5
$
65.92
31.66
$ 2,087
1
2,086
936
$ 3,022.9
$ 9.97
40.03
$ 399
95
304
1,021
$ 1,325.0
$ 54.97
802.00
$ 44,089
3,506
40,583
9,993
$ 50,575.8
$
20.19
491.12
$ 9,916
2,284
7,632
14,167
$ 21,800.0
$
$
$
15.69
144.45
2,266
2,806
(540)
23,213
22,673.4
$
5.05
24.38
123
25
98
38
136.6
$
$
$ 8.37
40.03
$ 335
95
240
1,021
$ 1,260.8
$ 58.16
802.00
$ 46,644
3,506
43,138
9,993
$ 53,130.5
$
$
12.78
108.43
$ 1,386
146
1,240
3,461
$ 4,701.3
$
$
$
$
$
$
$
$
10.38
728.34
$ 7,563
332
7,231
2,194
$ 9,424.8
63.32
31.66
$ 2,005
1
2,004
936
$ 2,940.6
21.38
491.12
$ 10,500
2,284
8,216
14,167
$ 22,383.9
$
$
$
$
14.81
78.70
$ 1,166
209
957
1,275
$ 2,231.8
13.73
78.70
$ 1,081
209
872
1,275
$ 2,146.4
61
Summary Descriptions of Publicly-Traded Casinos
Boyd Gaming Corporation
Boyd Gaming Corporation, together with its subsidiaries, operates as a multi-jurisdictional gaming company. It operates in five
segments: Las Vegas, Downtown Las Vegas, Midwest and South, Peninsula, and Borgata. The company owns and operates 21 gaming
entertainment properties located in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana, Mississippi, and New Jersey. It also owns and
operates a travel agency in Hawaii; and the Borgata Hotel Casino & Spa in Atlantic City, New Jersey. In addition, the company
underwrites travel-related insurance services. As of December 31, 2014, it owned and managed 1,268,345 square feet of casino space
comprising 30,392 slot machines, 777 table games, and 11,391 hotel rooms. Boyd Gaming Corporation was founded in 1988 and is
headquartered in Las Vegas, Nevada.
Caesars Entertainment Corporation
Caesars Entertainment Corporation owns, operates, or manages casino entertainment facilities. Its casino entertainment facilities
include land-based casinos, riverboat or dockside casinos, and managed casinos, as well as casinos combined with a thoroughbred
racetrack and a harness racetrack. The company operates its casinos primarily under the Caesars, Harrah’s, and Horseshoe names. It
also operates hotel and convention space, restaurants, and non-gaming entertainment facilities. In addition, the company owns and
operates an online gaming business that provides various real money games in Nevada, New Jersey, and the United Kingdom; offers
‘play for fun’ offerings to customers internationally; and provides social games on Facebook and other social media Websites, and
mobile application platforms. Further, it owns and operates the World Series of Poker tournament and brand; and owns the London
Clubs International family of casinos. As of December 31, 2013, the company owned, operated, or managed 52 casinos in 5 countries,
as well as in the 13 states of the United States. Its facilities had an aggregate of approximately 3 million square feet of gaming space and
approximately 42,000 hotel rooms. The company was formerly known as Harrah’s Entertainment Inc. and changed its name to Caesars
Entertainment Corporation in November 2010. Caesars Entertainment Corporation was founded in 1937 and is based in Las Vegas,
Nevada.
Century Casinos Inc.
Century Casinos, Inc., a casino entertainment company, develops and operates gaming establishments and related lodging, restaurant,
and entertainment facilities worldwide. The company owns and operates the Century Casino & Hotel in Edmonton, Canada; Century
Casino Calgary in Calgary, Canada; and Century Casino & Hotel in Central City and Cripple Creek, Colorado. It also manages and
operates casino at the Radisson Aruba Resort, Casino & Spa in Aruba, the Caribbean. As of May 16, 2014, the company operated 29
casinos. Century Casinos, Inc. was founded in 1992 and is based in Colorado Springs, Colorado.
62
Summary Descriptions of Publicly-Traded Casinos
Crown Resorts Limited
Crown Resorts Limited operates in the gaming and entertainment industry primarily in Australia. It operates in three segments: Crown
Melbourne, Crown Perth, and Crown Aspinall’s. The company owns and operates two integrated resorts, including Crown Melbourne in
Melbourne and Crown Perth in Perth. Its Crown Melbourne comprises 2,500 electronic gaming machines; the Crown Towers Melbourne
hotel with 481 guest rooms, Crown Metropol Melbourne hotel with 658 guest rooms, and Crown Promenade Melbourne hotel with 465
guest rooms; a conference center; banqueting facilities; restaurants and bars; designer boutiques and retail outlets; entertainment
facilities, such as a multi-screen cinema complex, a bowling alley, and an interactive entertainment auditorium; and 2 day spas. The
company’s Crown Perth includes Crown Metropol Perth hotel with 395 guest rooms; Crown Promenade Perth hotel comprising 291
guest rooms; a 2,300-seat Crown Theatre Perth; convention and event facilities; restaurants and bars; and a day spa. It also owns and
operates the Crown Aspinall’s, a high end casino in London. The company was formerly known as Crown Limited and changed its name
to Crown Resorts Limited in October 2013. Crown Resorts Limited is based in Southbank, Australia.
EastGroup Properties Inc.
EastGroup Properties, Inc., a real estate investment trust (REIT), focuses on the development, acquisition, and operation of industrial
properties in the United States. As of December 31, 2007, it owned 202 industrial properties and 1 office building, as well as
approximately 1.7 million square feet properties in Florida, Texas, Arizona, and California. The company has elected to be taxed as a
REIT under the Internal Revenue Code. As a REIT, it would not be subject to federal income tax purposes, provided it distributes at least
90% of its REIT taxable income to its shareholders. EastGroup Properties, Inc. was founded in 1969 and is headquartered in Jackson,
Mississippi.
Isle of Capri Casinos, Inc.
Isle of Capri Casinos, Inc., together with its subsidiaries, develops, owns, and operates regional gaming facilities and related dining,
lodging, and entertainment facilities in the United States. As of June 17, 2014, it owned and operated 15 gaming and entertainment
facilities primarily under the Isle and Lady Luck brands in Mississippi, Louisiana, Iowa, Missouri, Colorado, Pennsylvania, and Florida.
The company’s properties feature approximately 12,800 slot machines; 300 table games, including 80 poker tables; 2,300 hotel rooms;
and 45 restaurants. It also operates a harness racing track at its casino in Florida. The company was formerly known as Casino America,
Inc. and changed its name to Isle of Capri Casinos, Inc. in October 1998. Isle of Capri Casinos, Inc. was founded in 1990 and is based in
St. Louis, Missouri.
63
Summary Descriptions of Publicly-Traded Casinos
Las Vegas Sands Corp.
Las Vegas Sands Corp. develops, owns, and operates integrated resorts in Asia and the United States. The company owns and
operates The Venetian Macao Resort Hotel, Sands Cotai Central, the Four Seasons Hotel Macao, the Plaza Casino, and the Sands
Macao in Macau, the People’s Republic of China. It also owns and operates the Marina Bay Sands in Singapore; The Venetian Resort
Hotel Casino, The Palazzo Resort Hotel Casino, and Five-Diamond luxury resorts on the Las Vegas Strip; the Sands Expo and
Convention Center in Las Vegas, Nevada; and the Sands Casino Resort Bethlehem in Bethlehem, Pennsylvania. The company’s
integrated resorts comprise accommodations, gaming, entertainment and retail facilities, convention and exhibition facilities, celebrity
chef restaurants, and other amenities. Las Vegas Sands Corp. was founded in 1988 and is based in Las Vegas, Nevada.
MGM Resorts International
MGM Resorts International, through its wholly owned subsidiaries, owns and/or operates casino resorts. The company operates in two
segments, Wholly Owned Domestic Resorts and MGM China. Its casino resorts offer gaming, hotel, convention, dining, entertainment,
retail, and other resort amenities. The company operates 15 wholly owned resorts in the United States; and the MGM Macau resort and
casino in China, as well as develops a gaming resort in Cotai, Macau. It also owns Shadow Creek golf course, Primm Valley Golf Club,
and Fallen Oak golf course. The company was formerly known as MGM MIRAGE and changed its name to MGM Resorts International in
June 2010. MGM Resorts International was founded in 1986 and is based in Las Vegas, Nevada.
Monarch Casino & Resort Inc.
Monarch Casino & Resort, Inc., through its subsidiaries, owns and operates the Atlantis Casino Resort Spa, a hotel/casino facility in
Reno, Nevada; and the Monarch Casino Black Hawk in Black Hawk, Colorado. Its Atlantis Casino Resort Spa features approximately
61,000 square feet of casino space; 824 guest rooms and suites; 8 food outlets; 2 espresso and pastry bars; a 30,000 square foot health
spa and salon with an enclosed year-round pool; 2 retail outlets offering clothing and traditional gift shop merchandise; an 8,000 squarefoot family entertainment center; and approximately 52,000 square feet of banquet, convention, and meeting room space. The company’s
Atlantis Casino Resort Spa also features approximately 1,450 slot and video poker machines; approximately 37 table games, including
blackjack, craps, roulette, and others; a race and sports book; a 24-hour live keno lounge; and a poker room. Its Monarch Casino Black
Hawk features approximately 32,000 square feet of casino space, 600 slot machines, 9 table games, a 250 seat buffet-style restaurant, a
snack bar, and a parking structure with approximately 500 spaces. Monarch Casino & Resort, Inc. was founded in 1972 and is based in
Reno, Nevada.
Penn National Gaming Inc.
Penn National Gaming, Inc. owns and operates gaming and pari-mutuel properties. It operates through East/Midwest, West, and
Southern Plains segments. The company is involved in gaming and racing operations. As of December 31, 2014, it operated 26 facilities
in 17 jurisdictions, including Florida, Illinois, Indiana, Kansas, Maine, Maryland, Massachusetts, Mississippi, Missouri, Nevada, New
Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. The company was formerly known as PNRC Corp. and
changed its name to Penn National Gaming, Inc. in 1994. Penn National Gaming, Inc. was founded in 1972 and is based in Wyomissing,
Pennsylvania.
64
Transaction Activity
Gaming Company Acquisitions – Reasons for
Acquisitions – Risk Reduction
• Value is a function of
• Cash flows (CF)
• Risk (discount rate or “K”)
• Growth of cash flows (“G”)
• Risk reduction
• Reduce risk by diversifying assets
• Geographic risk reduction
• Reduce risk due to increased revenues and cash flow
• Larger scale can reduce cost of debt and, hence,
financial risk
66
Gaming Company Acquisitions – Reasons for
Acquisitions – Growth Enhancement
•
Enhance growth of cash flows
• Revenue synergies (increase price (“P”) and/or quantity (“Q”)
• Cross property referrals
• Geographic
• Different tiers (move customer from one brand to
another as life style changes (Chevy or Cadillac)
• Integrate best practices
• Cost synergies
• Cost reduction (third party cost, overhead reductions)
• Economies of scale
• Other synergies
• Larger size reduces likelihood of acquisition
• Lower cost of capital (see above)
67
Summary Casino Acquisition Data
Latest Twelve Months Numbers
Target
Date of
Transaction
Cash-free
MVIC
Revenue
EBITDA
Ameristar Casinos Inc.
8/14/2013
$
909
$
1,203
$
Gala Casinos Limited
MGM China Holdings Limited
(SEHK:2282)
5/12/2013
$
269
$
185
4/16/2013
$
75
$
1,906
$
Casinos Poland, Ltd.
4/12/2013
$
7
$
47
$
Sportingbet plc
Elite Gaming A/S
4/8/2013
3/19/2013
$
$
590
41
$
$
290
95
$
12/26/2012
12/21/2012
11/20/2012
$
$
8
85
$
$
$
387
12
66
$
$
Nordic Betting Ltd.
Riviera Black Hawk, Inc.
6/27/2012
6/20/2012
$
$
14
68
$
$
65
39
Real Africa Holdings Limited
Mesquite Gaming, LLC
Safepay Malta Limited
5/3/2012
4/30/2012
4/26/2012
$
$
$
65
8
59
$
$
$
17
112
47
Rising Star Casino Resort
1/27/2012
$
42
$
100
1,754
$
522
$
Peninsula Gaming LLC
American Wagering Inc.
Nordic Gaming Group Limited
-
338
EBIT
$
83
$
(13)
452
$
6
$
49
$
-
-
-
10
11
-
EBITDA
EBIT
0.76
2.7
11.0
NA
-6.9%
1.45
NA
(21.2)
298
23.7%
15.6%
0.04
0.2
0.3
2
12.7%
3.7%
0.15
1.2
4.0
(71)
17.0%
NA
-24.5%
NA
2.03
0.43
11.9
NA
(8.3)
NA
12
(3)
29.2%
-11.4%
NA
3.2%
-29.7%
NA
NA
0.65
1.30
NA
(5.7)
NA
NA
(2.2)
NA
NA
NA
NA
-1.5%
0.22
1.74
NA
NA
NA
(114.9)
-
$
$
Revenue
6.9%
-
-
EBIT
Margin
28.1%
113 $
(1) $
Market Value of Invested Capital
EBITDA
Margin
$
(1)
$
$
14
(40)
NA
9.2%
22.8%
83.7%
-35.8%
NA
3.86
0.07
1.24
NA
0.8
5.4
4.6
(0.2)
NA
$
(3)
NA
-2.7%
0.43
NA
(15.6)
$
52
16.6%
9.9%
3.36
20.3
34.1
-
bwin Interactive Entertainment
AG
Emperor Entertainment Hotel
Limited (SEHK:296)
8/1/2011
$
6/16/2011
$
4
$
153
$
61
$
91
39.6%
59.3%
0.02
0.1
0.0
Groupe Lucien Barrière SAS
6/15/2011
$
243
$
781
$
169
$
13
21.7%
1.6%
0.31
1.4
18.9
1
7.4%
NA
0.11
1.5
NA
NA
2.2
NA
(17.3)
Timrick, LLC
Chips Casino Lakewood and
Palace Casino Lakewood
Inspired Gaming Group Limited
Great Canadian Gaming Corp.
(TSX:GC)
4/1/2011
$
2
$
14
$
3/31/2011
3/31/2011
$
$
1
113
$
$
8
140
$
3/29/2011
$
49
$
394
$
Casino Magic Neuquen SA
Belle Of Orleans, L.L.C.
International All Sports Limited
3/4/2011
3/1/2011
2/21/2011
$
$
$
32
104
26
$
$
$
35
55
35
Real Africa Holdings Limited
Gold Reef Resorts Limited
6/30/2010
6/30/2010
$
$
1
100
$
$
16
249
87
-
$
(7)
NA
36.5%
NA
-4.7%
0.10
0.81
134
$
(22)
33.9%
-5.6%
0.12
0.4
(2.2)
$
$
18
1
$
$
$
1
20
(1)
NA
33.2%
2.8%
3.8%
35.6%
-3.3%
0.90
1.88
0.74
NA
5.7
26.8
23.8
5.3
(22.3)
$
$
15
86
$
$
12
31
96.1%
34.6%
75.6%
12.5%
0.03
0.40
0.0
1.2
51
-
0.0
3.2
Notes:
Source: Capital IQ transaction database.
[1]
All transactions are for target businesses within the Industry Classification of Casinos or Slot Machine Operators.
68
Public Casino Acquisitions May Include “Control” Premium
• Control premium represents the difference between the price of
a firm before and after an acquisition is announced.
• Stock price at $100, acquisition at $130 indicates a 30%
control premium
• Control premium may reflect cash flow synergies that a buyer
would obtain
• Efficient markets hypothesis makes it difficult to assume control
premium is simply due to market undervaluation of a firm
69
Summary Control Premiums for Casinos
Total Transaction Target Stock Transaction Percent 1 Month 1 Week 1 Day Date
Target Name
Exchange
Buyers / Investors
Value
Sought (%) Premium Premium Premium
9/9/2013 MTR Gaming Group, Inc.
NASDAQ
Eldorado Resorts LLC
$ 6
100
62.2%
61.3%
69.0%
1/31/2013 WMS Industries, Inc.
NYSE
Scientific Games Corp.
$ 26
100
48.6%
51.3%
58.8%
12/21/2012 Ameristar Casinos, Inc.
NASDAQ
Pinnacle Entertainment, Inc.
$ 27
100
40.9%
27.8%
20.1%
10/2/2006 Harrah's Entertainment, Inc.
NYSE
Texas Pacific Group LLC / Apollo $ 90
100
Management LP
43.1%
33.3%
35.5%
5/17/2006 The Sands Regent
Nasdaq
Herbst Gaming, Inc.
$ 15
100
16.5%
8.4%
8.5%
4/17/2006 Aztar Corp.
New York
The Blackstone Group LP (Columbia $ 54
100
Entertainment)
42.0%
21.3%
21.4%
7/15/2004 Caesars Entertainment, Inc.
New York
Harrahs Entertainment Inc
$ 21
100
51.0%
59.1%
34.1%
6/4/2004 Mandalay Resort Group
New York
MGM Mirage
$ 71
100
28.1%
29.4%
30.0%
9/10/2001 American Coin Merchandising Inc
New York
Private Group Led by Wellspring Capital $ 9
100
Management LLC & Knightsbridge Holdings LLC
38.2%
45.5%
42.6%
2/27/2001 Black Hawk Gaming & Development Co NASDAQ
Gameco Inc
$ 12
66.7
Inc
71.4%
71.4%
82.9%
10/6/1999 Lady Luck Gaming Corp
NASDAQ
Isle of Capri Casinos Inc
$ 12
100
68.4%
60.0%
47.7%
10/15/1998 Primadonna Resorts Inc
NASDAQ
MGM Grand Inc
$ 12
100
71.9%
129.1%
165.8%
8/10/1998 Rio Hotel & Casino Inc
New York
Harrah's Entertainment Inc
$ 16
100
‐9.7%
‐10.7%
‐16.9%
2/2/1998 Harvey's Casino Resorts
New York
Colony Capital Inc
$ 29
100
37.6%
25.3%
26.6%
12/22/1997 Boardwalk Casino Inc
NASDAQ
Mirage Resorts Inc
$ 5
100
21.2%
48.1%
20.2%
10/20/1997 ITT Corp
New York
Starwood Lodging Trust/Corp
$ 84
100
33.4%
19.3%
18.7%
70
Gaming Company Acquisitions – Transaction
Activity
• Globally very significant transaction activity
• Domestic U.S. also significant transaction activity
71
Purchase Price
Allocations
Purchase Price Allocations Involving Gaming
Company Acquisitions
•
Public companies that acquire businesses must value all of the
underlying assets and liabilities of the acquired companies
•
For material transactions, publicly disclosed financial data will include
information on the allocation of values to different assets
•
Many purchase price allocations will include a residual amount,
goodwill, that is recognized
•
Purchase price allocation results may vary significantly based on
specific elements of each transaction
•
The following pages provide summary information on acquisitions of
firms and the values ascribed to different assets
73
Purchase Price Allocations – Allocation to
Goodwill
•
•
•
Goodwill represents the residual (or difference) between the purchase price
paid and the net assets acquired
A simple example
• Purchase price
$100
• Sum of fair value of acquired assets
$80
• Goodwill
$20
The amount of goodwill as a percent of purchase price can vary markedly
• Buyer overpays – more goodwill
• Buyer gets bargain purchase (believed to be rare except for some
distress sales) – less or even no goodwill
• Buyer pays seller for unique buyer specific synergies rather than market
participant synergies (synergies that strategic buyers would expect)
• Mix of assets and their economic lives can have a significant influence
on the amount of residual goodwill
• For financial reporting, work force is not recognized as an asset
74
Purchase Price Allocations – Allocation to
Goodwill - Example
•
Morgans Hotel Group acquired certain assets pertaining to the Hard Rock
Hotel & Casino
• Existing hotel and casino
• Adjacent land which was fully entitled for expansion
• Intellectual property –
• Perpetual, royalty-free license to use the “Hard Rock Hotel” and
“Hard Rock Casino” trademarks for casinos in the following
territories
• In the US, west of Mississippi River
• Illinois and Louisiana
• Greater Houston area
• Australia, Brazil, Israel and Venezuela and Vancouver,
Canada
• Other brands including The Joint, RockSpa, Rehab, Love Jones and
others
75
Purchase Price Allocations – Identified
Intangibles
•
•
Casino acquisitions where the buyer is a public company can provide
insights on intangible assets associated with a casino.
Review of SEC filings by various firms indicated the following
intangible assets were recognized
• Gaming licenses
• Trademarks
• Customer relationships
• Customer lists
• Contract rights
• Patented technology
• Favorable leases
• Other
76
Sample Purchase Price Allocations – Monarch
Casino & Resort Inc. Form 8-K/A July 12, 2012
1.
The following tables set forth the determination of the preliminary
allocation of the purchase price of the Company (in thousands):
Cash consideration
Liabilities assumed by Monarch
Total consideration
$
$
75,885
3,452
79,337
The preliminary allocation of pro forma purchase price is as
Tangible Assets:
Current assets
Land
Site improvements
Building improvements
Furniture and equipment
Total tangible assets
Intangible Assets:
Customer list
Trade name
Goodwill
Total intangible assets
Total assets
$
$
6,286
7,800
30
27,000
5,737
46,853
8,900
1,590
21,994
32,484
79,337
77
Sample Purchase Price Allocations – MGM Resorts
December 31, 2014 Form 10-K Intangibles Disclosure
MGM Resorts International
Summary Information on Acquired Intangibles from Various Acquisitions
December 31, 2014 Financial Statement
U.S. $ in 000s
Amortizing Intangibles
MGM Grand Paradise gaming subconcession
MGM Macau land concession
MGM China customer lists
MGM China gaming promoter relationships
Licenses and other intangible assets
Total
Indefinite Lived Intangible Assets
Detroit development rights
Trademarks, license rights and other
Total
Goodwill
Wholly owned domestic resorts
MGM China
Weighted Average Life (Years)
Gross Carry Value
$ 4,513,101
84,717
5 128,946
4 180,524
15 136,827
$ 5,044,115
$ 98,098
232,123
$ 330,221
$ 70,975
2,826,135
$ 2,897,110
Accumulated Amortization
$ (692,047)
(15,272)
(116,664)
(161,467)
(24,030)
$ (1,009,480)
Impairment Reductions Net Carry Value
$ 3,821,054
69,445
12,282
19,057
112,797
$ 4,034,635
$ ‐
$ 98,098
232,123
$ 330,221
$ ‐
$ 70,975
2,826,135
$ 2,897,110
Notes:
Acquisition of Mirage Resorts in 2001
Acquisition of Mandalay Resort Group in 2005
Acquisition of MGM China in 2011
78
Sample Purchase Price Allocations – MGM Resorts
International Form 10-Q November 7, 2011
On June 3, 2011, the Company and Ms. Ho, Pansy Catilina Chiu King (“Ms. Pansy Ho”) completed a reorganization of the capital structure
of MGM China and the initial public offering of 760 million shares of MGM China on The Stock Exchange of Hong Kong Limited (the
“IPO”), representing 20% of the post issuance capital stock of MGM China, at an offer price of HKD 15.34 per share. Pursuant to this
reorganization, the Company, through a wholly owned subsidiary, acquired an additional 1% of the overall capital stock of MGM China
for HKD 15.34 per share, or approximately $75 million, and thereby became the indirect owner of 51% of MGM China. Following the IPO,
Ms. Pansy Ho sold an additional 59 million shares of MGM China pursuant to the underwriters’ overallotment option.
Through the acquisition of its additional 1% interest of MGM China, the Company obtained a controlling interest and was required to
consolidate MGM China as of June 3, 2011. Prior to the IPO, the Company held a 50% interest in MGM Grand Paradise, which was
accounted for under the equity method as discussed in Note 5. The acquisition of the controlling financial interest was accounted for as a
business combination and the Company recognized 100% of the assets, liabilities, and noncontrolling interests of MGM China at fair
value at the date of acquisition. The fair value of the equity interests of MGM China was determined by the IPO transaction price and
equaled approximately $7.5 billion. The carrying value of the Company’s equity method investment was significantly less than its share of
the fair value of MGM China at the acquisition date, resulting in a $3.5 billion gain on the acquisition. Under the acquisition method, the
fair value was allocated to the assets acquired, liabilities assumed and noncontrolling interests recorded in the transaction. The allocation
of fair value for substantially all of the assets and liabilities is preliminary and may be adjusted up
79
Sample Purchase Price Allocations – MGM Resorts
to one year after the acquisition date. The following table sets forth the preliminary allocation at June 3, 2011 (in thousands):
Current assets
$
Property and equipment and other long-term assets
558,037
704,823
Goodwill
2,821,589
Gaming subconcession
4,499,727
84,466
Land concession
Customer lists
128,564
Gaming promoter relationships
179,989
Current liabilities, excluding long-term debt
(459,518 )
Long-term debt
(642,818 )
Deferred taxes
(380,628 )
$
7,494,231
80
Sample Purchase Price Allocations – MGM Resorts
As discussed above, the Company recognized the identifiable intangible assets of MGM China at fair value. The gaming subconcession
and land concession had historical cost bases which were being amortized by MGM Macau. The customer relationship intangible assets
did not have historical cost bases at MGM Macau. The estimated fair values of the intangible assets acquired were primarily determined
using the income approach based on significant inputs that were not observable. The gaming subconcession was valued using an excess
earnings model based on estimated future cash flows of MGM Macau. All of the recognized intangible assets were determined to have
finite lives and are being amortized over their estimated useful lives as discussed below.
Gaming subconcession. Pursuant to the agreement dated June 19, 2004 between MGM Grand Paradise and Sociedade de Jogos de Macau,
S.A. (“SJM”), a gaming subconcession was acquired by MGM Grand Paradise for the right to operate casino games of chance and other
casino games for a period of 15 years commencing on April 20, 2005. The Company cannot provide any assurance that the gaming
subconcession will be extended beyond the original terms of the agreement; however, management believes that the gaming
subconcession will be extended, given that the land concession agreement with the government extends significantly beyond the gaming
subconcession. In addition, management believes that the fair value of MGM China reflected in the IPO pricing suggests that market
participants have assumed the gaming subconcession will be extended beyond its initial term. As such, the Company has determined that
Land concession. MGM Grand Paradise entered into a contract with the Macau government to use the land under MGM Macau
commencing from April 6, 2006. The land use right has an initial term through April 6, 2031, subject to renewal for additional periods. The
land concession intangible asset will be amortized on a straight-line basis over the remaining initial contractual term.
Customer lists. The Company recognized an intangible asset related to customer lists with an estimated value of $129 million, which will
be amortized on an accelerated basis over its estimated useful life of five years.
Gaming promoter relationships. The Company recognized an intangible asset related to its relationships with gaming promoters, which
will be amortized on a straight-line basis over its estimated useful life of four years.
81
Sample Purchase Price Allocations – Full House
Resorts Inc. Form 10-Q November 9, 2011
ACQUISITION OF RISING STAR AND GRAND LODGE CASINOS
On September 10, 2010, the Company entered into definitive agreements with Grand Victoria Casino and Resort L.P. to acquire all of the operating
assets of the property, located in Rising Sun, Indiana on the Ohio River. The purchase price was $42.4 million, exclusive of working capital
adjustment, property cash and fees, as of March 31, 2011. The Company entered into the Credit Agreement with Wells Fargo on October 29, 2010,
as discussed in Note 7, and regulatory approvals were obtained to accommodate a closing effective April 1, 2011. In August 2011, the property
was renamed Rising Star Casino Resort (“Rising Star”).
Through September 30, 2011 and December 31, 2010, the Company had incurred $0.5 million and $0.2 million in acquisition related expenses,
respectively, which are included in project development and acquisition expense. In conjunction with closing on the financing commitment, the
Company has incurred $2.6 million in financing related fees located on the balance sheet in other intangibles.
The Rising Star purchase price was allocated in the second quarter of 2011 as follows (in millions):
Land and land improvements
$
Buildings and building improvements
8.1
16.8
Equipment and boat related assets
6.3
Gaming license
9.9
Player loyalty program
1.7
Goodwill (excess purchase price over the assets purchased)
1.6
Working capital (deficit)
(2.0 )
$
42.4
82
Sample Purchase Price Allocations – Full House
Intangible Assets per Form 10-K December 31, 2012
Other Intangible Assets:
Other intangible assets, net consist of the following (in thousands):
31-Dec-12
Estimated
Gross
Life
Carrying
(years)
Value
Accumulated
Amortization
Cumulative
Intangible
Expense /
Asset, Net
(Disposals)
Amortizing Intangible assets:
Player Loyalty Program - Rising Star
3
$
1,700
$
(992 )
$
--
$
Player Loyalty Program - Silver Slipper
3
5,900
(492 )
--
5,408
Land Lease and Water Rights - Silver Slipper
46
1,420
(23 )
--
1,397
Wells Fargo Bank Loan Fees
5
2,614
(924 )
Capital One Bank Loan Fees
3
4,671
(434 )
--
4,237
ABC Funding, LLC Loan Fees
4
984
(62 )
--
922
Gaming License-Indiana
Indefinite
9,900
--
--
9,900
Gaming License-Mississippi
Indefinite
115
--
--
115
Gaming License-Nevada
Indefinite
542
--
--
542
Trademarks
Indefinite
36
--
--
36
(1,690 )
708
-
Non-amortizing intangible assets:
$
27,882
$
(2,927 )
$
(1,690 )
$
23,265
83
Sample Purchase Price Allocations – Acquisition of
Silver Slipper Casino Venture LLC
The purchase price was allocated in the fourth quarter of 2012 as follows (in millions):
Building
$
42.2
Land improvements
0.5
Equipment
4.6
Intangibles
1.4
Player loyalty program
5.9
Goodwill (excess purchase price over the assets purchased)
14.7
Working capital
2.9
$
72.2
The goodwill is the excess purchase price over the assets purchased and is primarily attributable to the assembled workforce and the
synergies expected to arise due to our acquisition of the Silver Slipper. The valuation above includes a net working capital amount of $2.9
million.
84
Sample Purchase Price Allocations – Caesars
Entertainment Form 10-K December 31, 2014
Caesars Entertainment Corporation
Summary Information on Acquired Intangibles
December 31, 2014 Financial Statement
U.S. $ in millions
Amortizing Intangibles
Customer relationships
Contract rights
Patented technology
Gaming rights and other
Total
Indefinite Lived Intangible Assets
Trademarks and other
Gaming license rights
Total
Weighted Average Life (Years)
6.2
2.1
2.4
9.6
Gross Carry Value
$ 1,265
84
188
47
$ 1,584
Accumulated Impairment Amortization Reductions Net Carry Value
$ (736)
$ 529
(81)
3
(109)
79
(22)
25
$ (948)
$ 636
$ 1,580
934
$ 2,514 $ ‐
$ 1,580
934
$ 2,514
85
Section 3: Multi-Discipline
Valuation Issues
Multi-Discipline Valuations - Observations
•
•
Casinos are a mix of asset types
• Current Assets
• Land
• Building
• Personal property
• Numerous intangible assets
Reasons for casino related valuations
• Transaction pricing
• Compliance
• Financial reporting
• Tax reporting
• IRC 1060, Allocation of purchase price
• Property taxes
87
Questions
Presenter’s Bio—Raymond Rath
Area of Focus
Managing Director at Globalview Advisors LLC. Independent valuation firm with
offices in Irvine, Boston and London.
Recognized leader in the valuation of businesses, securities interests and
intangible assets. Performs valuation projects for financial and tax reporting,
transactions and litigation projects.
Extremely active in enhancing the quality of valuation practice both domestically
and internationally. Organize and moderate eight annual one-day conferences
for the American Society of Appraisers on fair value issues including
presentations by staff of the SEC, PCAOB, FASB and IASB. Led the
development of two three-day valuation courses for the American Society of
Appraisers (ASA) - Valuation of Intangible Assets and Special Topics in the
Valuation of Intangible Assets. Led efforts resulting in an education and
certification program for an Intangible Assets valuation specialty designation.
89
Presenter’s Bio—Raymond Rath
Professional Experience
Managing Director, Globalview Advisors, LLC, November 2012 to present.
Director, Transaction Services, Valuation Services Practice,
PricewaterhouseCoopers LLP, April 2002 to October 2012.
Senior Manager, Valuation Services Practice, KPMG LLP and KPMG Consulting,
Inc. 1994 to April 2002.
Experienced Manager, Arthur Andersen & Co., 1987 to 1994, Senior Consultant,
1984 to 1987.
90
Presenter’s Bio—Raymond Rath
Professional Affiliations
Member, AICPA Investment Companies Task Force for AICPA Accounting and
Valuation Guide, Determining Fair Value of Portfolio Company Investments of
Venture Capital and Private Equity Firms and other Investment Companies.
Guide is presently in development.
Treasurer, Business Valuation Committee of the American Society of Appraisers.
Past Secretary and Member, Business Valuation Committee of the ASA. Elected
by ASA international business valuation membership twice (maximum
allowed).
Past President, Los Angeles Chapter of ASA (2004-2005).
Accredited Senior Appraiser (“ASA”), American Society of Appraisers. Accredited
in Business, Intangible Asset valuation & Appraisal Review & Management.
Chartered Financial Analyst (“CFA”), CFA Institute.
Member, Appraisal Issues Task Force.
91
Presenter’s Bio—Raymond Rath
Course Development and Instruction
Lead Developer and Instructor, ASA courses Valuation of Intangible Assets (BV
301) and Special Topics in the Valuation of Intangible Assets (BV 302).
Organize and moderate nine ASA Annual Fair Value Conferences (May 2006 2014) for the ASA. Presenters include SEC, PCAOB, FASB and IFRS.
Instructor, ASC courses BV 201, 202, 203 and 204.
Course Developer and Instructor, IIBV 301, Valuation of Intangible Assets, in Sao
Paolo, Brazil. June 2012.
Instructor, Current Developments in Valuation, Beijing, China, December 2010.
92
Presenter’s Bio—Raymond Rath
Presentations
Co-Presenter, Deferred Revenue Valuation, ASA / CICBV Business Valuation
Conference, Toronto, Canada, October 2014
Presenter, Valuation Developments in the United States, 2nd International Forum
on New Developments in Valuation, WuHan, China, November 2012.
Lecturer, Valuation of Intangible Assets, Zhongnan University of Economics and
Law, WuHan, China, November 2012.
Moderator, Fair Value Auditor Panel, ASA Conference, Chicago, IL 2011.
Panelist, IPR&D Toolkit Update Panel, ASA Conference, Chicago, IL 2011.
Co-Presenter, Valuation of Debt, ASA, Miami, FL 2010.
Presenter, Valuation of Intangible Assets, 25th Pan Pacific Conference, Bali,
Indonesia, September 2010.
Presenter, Attrition Measurement and Estimation, ASA Conference, Boston, MA,
Oct 2009.
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Presenter’s Bio—Raymond Rath
Publications
Author, Private Company Valuation, chapter in the CFA Institute text Equity Asset
Valuation. Chapter is a required reading for CFA level 2 candidates globally.
Author, Intangible Asset Valuation: The Distributor Method, Financial Valuation
and Litigation Expert, FVLE Issue 41, February/March 2013.
Education
M.B.A., University of Southern California.
B.S., Business Administration, University of Kansas, Cum Laude.
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