TIM SMITH/BRANDON SUN
This photo of part of the Management and Advisory Services Agreement between the Spirit Sands Casino Resort Limited Partnership and Hemisphere Gaming MB II Co. that was dropped off to the Brandon Sun highlights some details of the agreement.
The Minnesota-based company recently contracted to develop and manage the future Spirit Sands Casino made a sweetheart deal with the Assembly of Manitoba Chiefs that will ultimately keep millions of dollars in revenues out of Manitoba First Nations hands.
Earlier this month, the AMC announced that it had signed a deal with Hemisphere Gaming Inc. to develop and manage a scaled-down version of the much-delayed Spirit Sands Casino project near Carberry.
Under a 10-year deal, Hemisphere Gaming agreed to finance, develop and manage the $15-million casino on leased reserve land owned by Swan Lake First Nation, with initial construction to begin in early spring, 2013.
When built, it would become Manitoba’s third aboriginal casino, following the Aseneskak and South Beach casinos that opened in 2002 and 2005 respectively.
"Basically it’s a new agreement," AMC Gaming Chiefs Committee chair, Chief David Crate, told the Sun following the announcement. "It’s a different agreement than the (South Beach Casino) agreement. Management is going to be through the Spirit Sands board, which is comprised of leadership from AMC and we also have the definitive agreements which were signed with Hemisphere which clearly sets out the arrangement and the kind of relationship we’re going to have with them."
But a copy of the Management and Advisory Services Agreement made between the AMC-owned company Spirit Sands Casino Resort Limited Partnership and Hemisphere Gaming MB II Co. — which was recently obtained by the Brandon Sun — shows that the management company has exacted substantial fees and financial perks from the Manitoba chiefs that are eerily similar to the controversial deal it made to manage the South Beach Casino.
The Spirit Sands agreement dictates that the casino owner will pay Hemisphere an annual management fee of 22.5 per cent of EBITDA (the annual net income before management and licence fees are taken off) of the project, an advisory fee of 12.5 per cent of EBITDA and a licence fee of two per cent of the total gross revenues for each fiscal month.
As well, if Hemisphere is able to negotiate a better project financing interest rate with a bank than the stated project rate of 13.5 per cent, the casino owner will have to pay Hemisphere a financing incentive fee, equal to the difference between the two rates. That means, for example, if Hemisphere obtained an annual interest rate of nine per cent on a $15 million building loan, the casino owner would have to pay $675,000 to the management company — the difference between the nine per cent and 13.5 per cent rates — every year. (Between six and nine per cent is the going interest rate for venture capital, according to Birdtail Sioux Dakota First Nation Chief Ken Chalmers.)
Since the Spirit Sands Casino won’t open its doors for several months, there are no actual year-end financials to break down the numbers. However, if we were to superimpose this deal on the 2011 financial statements issued by the South Beach Casino, we can get a general idea of how much Hemisphere will make from the agreement.
In the 2011 fiscal year, the South Beach Casino statements show the facility grossed a total of $41,295,942. After expenses are calculated out, South Beach had a net income (EBITDA) of $14,700,515. Had the Spirit Sands agreement been in place at South Beach Casino, Hemisphere would have taken about $3.3 million in management fees, more than $825,00 in licence fees and more than $1.8 million in advisory fees. Factored together, Hemisphere would walk away with roughly $5.9 million, with the remaining revenue to be split between the casino owners and the AMC’s 63 member First Nations. But once interest and amortization are factored in, the First Nation share shrinks still further.
And there are still other costs hidden in the wording of the contract. Section 13 of the contract states that the casino owner "agrees to reimburse, indemnify, defend and hold Manager and any of Manager’s Affiliates harmless from and against any liability, obligation, suit, claim demand, cost or expense … asserted against, or incurred by Manager …"
Through the resort’s limited partnership, the AMC has also agreed to reimburse Hemisphere for all of its out of pocket expenses, "including travel and legal costs" that were associated with negotiating and documenting the management agreement, and an earlier memorandum of understanding agreement signed in September between the casino owner and Hemisphere Capital Partners, LLC.
One year ago, Hemisphere Gaming was the subject of a CBC News investigation which found that the company had made more than $43 million — mostly in management fees — on the South Beach Casino since it opened in 2005, while the casino itself had total net earnings of nearly $39 million.
Yale Belanger, an associate professor of Native American Studies at Athabasca University and the author of the book "First Nations Gaming in Canada," says the Spirit Sands deal appears remarkably similar to the deal Hemisphere made with South Beach.
"I don’t see anything that different with the exception of a grandfather clause that suggests that in 10 years, Hemisphere will remove itself and the consortium that is going to own Spirit Sands will take over complete management at that point," Belanger said.
"I think that Hemisphere is making out well to be honest. When we take a look at different jurisdictions in Canada, Alberta for example has capped the management fees at 15 per cent. In Saskatchewan, because the Indian Gaming Authority is ultimately the manager, there is no management fee structure there."
When the provincial government announced the first of five aboriginal casinos in Manitoba, Birdtail Chief Ken Chalmers said he was hopeful that the promised casino revenues would be shared with other First Nations. He called it a "proud moment" for Manitoba First Nations. But a decade later, that pride has disappeared, just like the revenues that were supposed to help aboriginal communities in this province.
"We’ve got about $15,000 since the casinos opened," Chalmers said. "The Pas (Aseneskak) finally made a little revenue, we’ll get a little dividend there."
After reading through the Spirit Sands management agreement, Chalmers said the deal was great for Hemisphere, but terrible for Manitoba’s First Nations. He believes the AMC member First Nations will likely see small, if any revenue dividends from the casino.
"What I need on my First Nation is revenue, to help with small things like breakfast and lunch programs," Chalmers said. "This is not going to do it. It’s not a good deal. It hurts my First Nation when I see deals like that. It hurts everybody.
"I’ve never heard of a deal anywhere else in this country that would be made with such huge management fees. They’re making a killing … (The AMC) must have been desperate to get this casino done."
Belanger, who had worked with a CBC journalist in the investigation of the South Beach Casino’s finances in 2011, has done extensive research on First Nation gaming in Canada. His take on the Spirit Sands Casino is that, like the previous two casinos, the promised revenue distribution only looks good on paper.
"In this case too, the casino is smaller than anticipated," Belanger said. "It’s located a fair distance from any significant urban centres, and in my experience across Canada studying this, the casinos that are located within cities do best. The ones that are located on highways such as Spirit Sands is going to be located … they don’t do as well."
Considering the fact that the federal government cut the AMC’s core funding by about 80 per cent this year, from $2.6 million to $500,000 per annum, perhaps it’s not surprising that the organization would take any deal it could to put some life into the Spirit Sands project.
Even a bad one.
With that in mind, the question that really needs answering is this: Just how much money is the AMC making on this deal?
Republished from the Brandon Sun print edition November 13, 2012