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Level I - South Point

October 23–25, 2019 South Point Hotel Casino Las Vegas, Nevada

NIGA Seminar Institute Commissioner Certification Training LEVEL I AGENDA October 23-25, 2019 New York New York, Las Vegas, NV

NATIONAL INDIAN GAMING ASSOCIATION

Wednesday, October 23

8:00 AM 9:00 AM

Breakfast to be provided

Indian Gaming Regulatory Act: An Introduction Liz Homer, Homer Law

9:00 AM 10:30 AM

10:30 AM 10:45 AM

Break

Tribal Gaming Regulatory Agency: Purpose, Functions and Structures Liz Homer, Homer Law

10:45 AM 12:15 PM

12:15 PM 1:15 PM

Lunch Break

Anatomy of a Gaming Machine Peter Nikiper , Director of Technical Compliance, BMM Test Labs

1:15 PM 2:45 PM

2:45 PM 3:00 PM

Break

Gaming Compacts & Compact Compliance Billy David, Bo-Co-Pa & Associates Thursday, October 24

3:00 PM 4:30 PM

8:00 AM 9:00 AM

Breakfast to be provide d

Basic Priniples of Casino Accounting Ryan Burns, CPA, Partner Blue Bird CPA's

9:00 AM 10:30 AM

10:30 AM 10:45 AM

Break

Auditing: Financial Audits Ryan Burns, CPA, Partner Blue Bird CPA's

10:45 AM 12:15 PM

12:15 PM 1:15 PM

Lunch Break

What's the Big Deal - MICs Liz Homer, Homer Law

1:15 PM 2:45 PM

2:45 PM 3:00 PM

Break

Managing a Tribal Gaming Regulatory Authority Billy David, Bo-Co-Pa and Associates Friday, October 25

3:00 PM 4:30 PM

8:00 AM 9:00 AM

Breakfast to be provided

Introduction to Enforcement Actions Liz Homer, Homer Law

9:00 AM 10:30 AM

10:30 AM 10:45 AM

Break

Rules of the Games – Classification of Games Liz Homer, Homer Law

10:45 AM 12:15 PM

Please plan to stay for the entire class on each day to get your certificate of completion. Please be on time for sessions

The Indian Gaming Regulatory Act: An Overview

Elizabeth Lohah Homer

Gaming in Ancient Egypt

• A drawing found on the wall of a burial vault in Beni Hasan, Egypt (circa 2500 B.C.) shows a picture of a ball hidden under one of several cups, perhaps an early game of chance.

Homer Law, Chtd. 2006

Bible

The Bible makes many references to drawing lots as a means of communicating with God.

• Numbers 26:52-56 And the LORD spake unto Moses, saying ... the land shall be divided by lot. • Joshua 14:2 By lot was their inheritance, as the LORD commanded by the hand of Moses. • Joshua 18:6 Ye shall therefore describe the land into seven parts, and bring the description hither to me, that I may cast lots for you here before the LORD our God. • Joshua 19:51 These are the inheritances, which Eleazar the priest, and Joshua the son of Nun, and the heads of the fathers of the tribes of the children of Israel, divided for an inheritance by lot in Shiloh before the LORD.

• Joshua 21:8 And the children of Israel gave by lot unto the Levites these cities with their suburbs, as the LORD commanded by the hand of Moses. • 1 Chronicles 26:13-14 And they cast lots, as well the small as the great, according to the house of their fathers, for every gate. And the lot eastward fell to Shelemiah. Then for Zechariah his son, a wise counsellor, they cast lots; and his lot came out northward. • Nehemiah 10:34 And we cast the lots among the priests, the Levites, and the people, for the wood offering, to bring it into the house of our God. • Acts 1:23-26 And they appointed two, Joseph called Barsabas, who was surnamed Justus, and Matthias. And they prayed, and said, Thou, Lord, which knowest the hearts of all men, shew whether of these two thou hast chosen.... And they gave forth their lots; and the lot fell upon Matthias; and he was numbered with the eleven apostles.

Government Gaming

• The first signs of a lottery trace back to Asia, where ancient Keno slips were discovered. First played in China, the lottery has helped finance major governmental projects like

the Great Wall of China. • Organized governmental regulation of gambling, as opposed to taxation by force, is recorded as early as 321 B.C. in India where a Superintendent of Public Games supplied dice and collected a fee of 5% of the receipts.

Homer Law, Chtd. 2006

Government Gaming

• The Principality of Monaco, a country with more millionaires per capita than any country in the world, is primarily supported by gaming revenues.

Government Gaming in the English Colonies

• Because the colonies had no power to tax, they were dependent on help from England. In 1612, King James I chartered the Virginia Company of London to raise revenue for the benefit and support of the Jamestown settlement. The company was authorized to conduct lotteries throughout England in order to raise money. The lotteries were relatively sophisticated and included instant winners. • One colonist noted that the revenue from these lotteries were: “reall and substantiall food, by which Virginia hath been nourished.”

• Eventually, the crown banned the lotteries because of complaints that they were viewed as robbing England of money.

Homer Law, Chtd. 2006

Early Government Gaming in the United States • Lottery revenues were responsible for the building of much the

infrastructure along the Northeast Coast. Many of the most prestigious universities, such as Harvard, Yale, and Brown, were built with lottery revenues. • Lottery revenues funded many of the armaments and purchases made during the Revolutionary War.

Indian Gaming

• Taking a cue from state governments offering lotteries, several tribes exercised their sovereignty by offering high-stakes bingo in the late 1970s to generate governmental revenue. • The Supreme Court affirmed that the tribes’ retained regulatory jurisdiction over the regulation of gaming in the Cabazon decision in 1987. • Largely in response to states’ offended by the decision, Congress enacted IGRA in 1988. 25 U.S.C. 2701 et seq.

Homer Law, Chtd. 2006

Section 270. Findings

(1) Numerous Indian tribes have engaged in gaming activities as a means of generating tribal governmental revenue.

(2) Federal courts have held that section 81 of this title requires Secretarial review of management contracts, but does not provide standards for such approval. (3) Existing Federal law does not provide clear standards or regulations for gaming on Indian lands.

Findings

(4) A principal goal of Federal Indian policy is to promote tribal economic development, self- sufficiency, and strong tribal government.

(5) Indian tribes have the exclusive right to

regulate gaming activities on Indian lands if the gaming activity is not specifically prohibited by Federal law and is conducted within a State which does not prohibit such gaming activity.

Homer Law, Chtd. 2006

Section 2701 Declaration of Policy

1. To provide a statutory basis for the

operation of gaming by Indian tribes as a means of promoting tribal economic development, self-sufficiency, and strong tribal government.

2. To provide a statutory basis for the

regulation of gaming by an Indian tribe adequate to shield it from organized crime and other corrupting influences, to ensure that the Indian tribe is the prime beneficiary of the gaming operation .

Declaration of Policy

3. To declare that the establishment of an independent Federal regulatory authority for gaming on Indian lands, Federal standards for gaming, and the National Indian Gaming Commission are necessary to meet congressional concerns regarding gaming and to protect such gaming as a means of generating revenue.

Homer Law, Chtd. 2006

Section 2705 Powers of Chairman

(1) Issue temporary closure orders (2) Levy and collect civil fines (3) Approve tribal ordinances or resolutions regulating Class II or III gaming (4) Approve management contracts for Class II and III gaming

Section 2706 Powers of Commission

Approve NIGC’s annual budget

§ Issue subpoenas

§ Affirm a temporary closure order

Adopt regulations for the assessment and collection of civil fines

§ Issue regulations

§ Report to Congress

Establish fee rates

Homer Law, Chtd. 2006

Section 2710 Tribal Gaming Ordinances

• Class I Gaming on Indian Lands Is within the Exclusive Jurisdiction of Indian Tribes and Shall Not be Subject to the Provisions of this Chapter

Section 2710 Tribal Gaming Ordinances

• Class II Gaming Any Class II gaming on Indian lands shall continue to be within the jurisdiction of the Indian tribes but shall be subject to the provisions of this chapter.

Homer Law, Chtd. 2006

Section 2710 Tribal Gaming Ordinances

§ Class II, cont. An Indian Tribe may engage in Class II gaming on Indian lands, if a) Such gaming is located within a State that permits such gaming, and b) the governing body of the Indian tribe adopts an ordinance or resolution which is approved by the Chairman

Annual Outside Audits

• May be encompassed within the existing independent tribal audit systems • Will be provided to the Commission by the Indian tribe • All contracts for supplies, services or concessions in excess of $25,000 shall be subject to such independent audits

Homer Law, Chtd. 2006

Protection of Environment

The construction and maintenance of the gaming facility, and the operation of that gaming is conducted in a manner which adequately protects the environment and the public health and safety.

Licenses and Background Investigations

§ Background investigations for primary management officials and key employees must be conducted and ongoing oversight of such persons is required § Tribal licenses for primary § management officials and key employees must be issued

Homer Law, Chtd. 2006

Licenses and Background Investigations

§ Any person whose prior activities, criminal record, reputation, habits and associations pose a threat to the public interest or effective regulation of gaming or create or enhance the dangers of unsuitable, unfair, or illegal practices and methods and activities in the conduct of gaming shall not be eligible for employment.

Licenses and Background Investigations

§ The Indian tribe must notify the Commission of the results of the background check before issuing licenses.

Homer Law, Chtd. 2006

Per Capita Distribution Plans

Are permitted only if: § The tribe has prepared a plan to allocate revenues. § The plan is approved by the Secretary. § The interests of minors and other legally incompetent persons are protected. § Tribes notify members that such payments are subject to Federal taxation.

Issuance of Gaming License

• The Commission may consult with appropriate law enforcement officials concerning licenses issued by a tribe. • If the Commission receives information that a primary management official or key employee does not meet the standard established, the tribe will suspend and, after notice and hearing, revoke such license.

Homer Law, Chtd. 2006

Secretarial Approval of Tribal-State Compacts

The Secretary may disapprove a compact only if such compact violates-

(i) Any provision of this chapter (ii) Any other provision of Federal law (iii) The trust obligations of the U.S.

Secretarial Approval of Tribal-State Compacts

• If the Secretary does not approve or disapprove a compact 45 days after its submittal, it shall be considered approved. • The Secretary shall publish in the Federal Register notice of any Tribal- State Compact that is approved.

Homer Law, Chtd. 2006

Section 2711 Management Contracts

n Requirements for Chairman’s approval

1. Adequate accounting procedures 2. Access for appropriate tribal officials to daily operations 3. Minimum guaranteed payment to the tribe

4. Agreed ceiling for the repayment of development & construction costs 5. Terms not to exceed 5 years (in some cases 7 years) 6. Grounds and mechanisms for terminating the contract

Fee Based on Percentage of Net Revenues

• Contracts with a fee based upon a percentage of the net revenue are acceptable if the fee is reasonable in light of surrounding circumstances. Such fee shall not exceed 30 percent. • Upon request of a tribe, the Chairman may approve a contract with a fee that exceeds 30 percent but not 40 percent.

Homer Law, Chtd. 2006

Section 2713 Civil Penalties

Fines.

The Chairman shall have the authority to levy and collect appropriate civil fines, not to exceed $25,000 per violation, against the tribal operator of an Indian game or a management contractor for any violation of any provision of this chapter, any regulation prescribed by the Commission, or tribal regulations, ordinances or resolutions approved under section 2710 or 2712 of this title.

Section 2713 Civil Penalties

Right to Appeals and Hearing.

By regulation, the Commission will provide an opportunity for an appeal and hearing on fines levied and collected by the Chairman.

Homer Law, Chtd. 2006

Section 2713 Civil Penalties

• Temporary and Permanent Closure Orders

The Chairman has the Power to Order the Closure of an Indian Game for Substantial Violation of the Provisions of this Chapter, Tribal Regulations, Ordinances, or Resolutions Approved under Section 2710 or 2712 of this Chapter.

Section 2713 Civil Penalties

Ø Not later than 30 days after the issuance of a temporary closure order, the tribe or management contractor will have a hearing before the Commission. Ø Not later than 60 days following such hearing, will the Commission decide, by no less than 2 votes, whether to order a permanent closure.

Homer Law, Chtd. 2006

Section 2713 Civil Penalties

• Appeals to Federal District Court A final decision by the Commission to levy a fine or order a permanent closure is appealable to the appropriate Federal district court.

Section 2713 Civil Penalties

• Tribal Regulatory Law

Nothing in this chapter precludes an Indian tribe from exercising regulatory authority provided under tribal law if such regulation is not inconsistent with this chapter or with any rules or regulations adopted by the Commission.

Homer Law, Chtd. 2006

END

Homer Law, Chartered 1730 Rhode Island Ave., N.W. Suite 501 Washington, D.C. 20036 (202) 955-5601 (202) 955-5605 (fax)

Homer Law, Chtd. 2006

5/7/19

Understanding the System: Purposes, Roles, & Functions

Elizabeth L. Homer Homer Law Chtd.

Authority of Tribal Governments • Doctrine of Tribal Sovereignty • Pursuant to U.S. Constitutional Law, Indian Tribes are Political Entities, Possessing Inherent Sovereign Powers • Federal Indian law flows from the legal premise that Indian tribes retain a certain "nationhood" status, which pre-dates the establishment of the United States, and includes inherent powers of internal self-government.

Homer Law Chtd. 2009

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Authority of Tribal Governments • Tribes have been characterized as domestic dependent nations retaining all powers of government not extinguished by an express act of the Congress or inconsistent with their dependent status. See, Worcester v. Georgia , 31 U.S. (6 Pet.) 515 (1832); Cherokee Nation v. Georgia , 30 U.S. (5 Pet.) 1 (1831); Talton v. Mayes , 163 U.S. 376 (1896); United States v. Wheeler , 435 U.S. 313 (1978). • As a general principle, the United States Congress has exclusive authority over Indian Affairs, which preempts the assertion of power over tribes by states, unless expressly authorized by Congress. Williams v. Lee , 368 U.S. 217 (1959). • The exclusive power of the United States to oversee Indian affairs is Constitutional in origin and traces to Art. I, Sec. 8, cl. 3, the Indian Commerce Clause. See, Kagama v. United States, 118 U.S. 375 (1886).

Inherent Powers of Tribal Self- Government Ø Make and form their own government Talton v. Mayes , 163 U.S. 376 (1896). Ø Establish membership Santa Clara Pueblo v. Martinez , 436 U.S. 49 (1930)

Ø Make and enforce laws, civil and criminal Ex Parte Crow Dog , 109 U.S. 556 (1983).

Ø Tax

Merrion v. Jicarilla Apache Tribe , 455 U.S. 130 (1982).

Ø Engage in commercial activity

Brendale v. Confederated Tribes of Yakima Indians , 492 U.S. 408 (1989).

Ø License, zone, and regulate

Merrion v. Jicarilla Apache Tribe , 455 U.S. 130 (1982).

Homer Law Chtd. 2009

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Authority of Tribal Governments

• The establishment of Regulatory Agencies comes within the inherent governmental authority of tribal governments • With respect to gaming, the Indian Gaming Regulatory Act (IGRA) mandates that a tribal governments must provide an adequate system for the regulation of tribal gaming activities. 25 U.S.C § 2710 (b)(F).

Tribal Governments: Governmental Responsibilities • Separation of Powers Doctrine • Legislative Branch • Enacts law • Executive Branch • Executes Law • Judicial Branch • Interprets Law

Homer Law Chtd. 2009

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Dual Functions

Governmental Functions • Enact Law • Administer Law • Enforce Law • Interpret Law • Regulate Activities • Tax Activities • Provide Governmental Services

Corporate Functions • Own Enterprises • Operate Enterprises • Manage Enterprises • Invest Capital • Provide economic goods & services

Competing Interests

• Corporate and Governmental Structures Differ Significantly by Design because each Serve Distinct Interests • Governmental Bodies are Political in Nature Requiring Deliberative Processes, which inevitably are slower and less efficient. Haste in a political environment invites conflict, turmoil, and sometimes instability • Corporate Bodies operate in a completely different environment – the marketplace – which flows at a much swifter pace and where decisions are not based on political considerations, but rather are profit driven. Inefficiency in a corporate environment results in lost opportunity, reduced profitability, and sometimes failure.

Homer Law Chtd. 2009

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Competing Objectives

• Politically Driven • Open & Transparent • Collective Decision making

• Financially Driven • Proprietary & Confidential • Hierarchical

Inescapable Factors

• A Tribal Enterprise is owned by a Political Entity • Tribal Enterprises Serve a Public Rather than a Private Interest • In the context of Tribal Enterprise, it is impossible to achieve complete separation between political and business considerations

Homer Law Chtd. 2009

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Successful Tribally-Owned Enterprises

• Are built on structures that achieve a proper balance between competing interests and governed by laws that designed to achieve a balance between: • Efficiency and Accountability • Autonomy and Oversight • Business Objectives and Tribal Objectives

Step 1: Structure

• Designing a Structure that: • Balances & Harmonizes Competing Interest

• Regulatory Structure • Enterprise Structure

• Fosters Accountability and Profitability • Works within the Overall Institutional Framework of the Tribal Government

Homer Law Chtd. 2009

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Step 2: Making the System Work

• Understanding the System • Respecting the System

• Committing to the System • Complying with the Law • Operating within the System • Respecting the Respective Roles of each Component of the System

Tribal Gaming Regulatory Agencies • Instrumentalities of Tribal Government • Possess and exercise powers delegated by the legislative body of the tribal government • Typically, are delegated broad regulatory powers, including the authority to: • Promulgate rules and regulation • License • Enforce and sanction violations • Adjudicate

Homer Law Chtd. 2009

5/7/19

Tribal Gaming Regulatory Agencies • Indian tribes have the exclusive right to regulate gaming activities on Indian lands if the gaming activity is not specifically prohibited by Federal law and is conducted within a State which does not prohibit such gaming activity. Congressional findings and Statement of Policy, Indian Regulatory Act, 25 U.S.C. § 2701; see also, Cabazon Band of Mission Indians v. National Indian Gaming Comm’n, 827 F. Supp. 26, 31 (D.D.C. 1993); aff’d, 14 F.3d 633, 635-36 (D.C. Cir. 1994).

Agency Authority & Functions, Duties, and Responsibilities • Typically, an Tribal Gaming Regulatory Agency is Delegated Broad Authority to: • Interpret & Implement the Law through the Promulgation of Regulations (Quasi-Legislative Power) • Monitor Compliance and Enforce the Law (Quasi-Executive Power) • Apply the Law to Facts to Determine whether the Law has been Offended and Assess Sanctions (Quasi-Judicial Power)

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Tribal Gaming Regulatory Agencies • Promulgate Regulations • Issue Opinions, Guidelines and Policy Statements • Develop and Implement Plans • Issue Licenses & Permits • Prepare Technical Documents & Reports • Conduct Studies, Fact Findings, & Investigations • Bring Enforcement Actions

• Adjudicate and Make Decisions • Assess Fines and Other Sanctions

Tribal Gaming Regulatory Agencies • Interpret, implement, administer, monitor, and enforce statutory law within the limits of its delegated authority – the scope of this authority will vary from one tribal government to another

Homer Law Chtd. 2009

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Tribal Gaming Enterprises

• Own, Operate, & Manage • Make Business Decisions • Supervise Staff • Allocate Resources • Operate Collateral Business Activities

Tribal Court

Tribal Council

Legislates

Appeals

Commission Rulemaking, Enforcement, Licensing, Hearings

Enterprise Board

Homer Law Chtd. 2009

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TGRA

Council Legislates

Hearing & Appeals

Enforcement Licensing & Enforcement

Enterprise Board

Tribal Court

Council Legislates

Enforcement

Licensing

Enterprise Board

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Enterprise Board

Food/Beve rage

Casino

Retail

Enterprise Board

Casino

Food/Beve rage

Retail

Hotel

Homer Law Chtd. 2009

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What Happens When Respective Are Roles Not Respected? • CONFLICT • TENSION • STRESS • LOSS OF FOCUS • ACRIMONY • INSTITUTIONAL INSTABILITY • POLITICAL CRISIS

What Can Regulators Do? • NOTHING -- In a Perfect World Because Everyone Would: • Know the Law and Regulations by Heart • Obediently Comply • Seek out the Regulator’s Advice and Guidance • Eagerly Await the Regulator’s Visits • Enthusiastically Adopt the Regulator’s Recommendations • View the Regulator with Utmost Respect and Appreciation • Always Agree with the Regulator’s Viewpoint • Welcome an Enforcement Action as an Opportunity to Improve

Homer Law Chtd. 2009

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In the REAL World: Rule 1 is to Know Thyself An Independent Regulatory Agency is a governmental instrumentality created to interpret, implement, administer, monitor, and enforce statutory law within the limits of its delegated authority and to act and make decisions based on law and legal considerations ---

NOT POLITICAL CONSIDERATIONS

The Rest of the Rules • Understand Your Responsibilities, Duties, Obligations as well as the Agency’s Functions under the Law • Act within the Scope of Authority Delegated • Fairly and Objectively Apply the Law • Exercises Good Judgment • Be Ethical, Reasonable, and Fair • Maintain a High Work Ethic • Exercise Discretion • Ensure that Subordinates are held to the Same Standards of Conduct

Homer Law Chtd. 2009

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Educate with Infinite Patience • Licensing screens out the people most likely to cheat and steal and keeps them out of tribal casinos and away from tribal cash • Internal Controls operate to ensure that casino managers and employees follow the procedures necessary to prevent fraud, theft & waste of tribal dollars • Monitoring serves to keep the staff honest • Auditing serves to keep management honest • Enforcement signals that the Tribe means business when it comes to safeguarding its assets • Regulations clarify the meaning of the statutory law and establish the standards of conduct that must be met • Hearing and Appeals ensure fairness and protect people from abuses of power Efficiency & Economy Serve the Interests of the Casino Efficiency & Effectiveness Serve the Interests of the Regulator Accountability and Integrity Serve the Interests of the Tribe, but So Too Does Efficiency, Economy, and Profitability

Homer Law Chtd. 2009

5/7/19

END

Elizabeth L. Homer Homer Law, CHTD. 1730 Rhode Island Ave., N.W. Suite 501 Washington, D.C. 20036 (202) 955-5601

(202) 955-5605 Fax www.homerlaw.com

Homer Law Chtd. 2009

Anatomy of a Slot Machine March 2017

companyconfidential

Anatomy • Discuss the following parts, and why they are important – Hardware • Cabinets • Logic Boxes

• Machine peripherals • External peripherals • Operating System • Main Programs • Game Programs • Other software

– Software

companyconfidential

Cabinet

companyconfidential

Cabinets • Why are cabinets important?

– Regulations govern the materials used – Provide security for the device – Provide shielding from electromagnetic interference, static, etc. – Should prevent player injuries

companyconfidential

Logic Boxes / Areas

companyconfidential

Processors

companyconfidential

Logic Areas • Why is the logic area so important?

– Contains the Central Processing Unit (CPU) – Contains the Program Storage Media – Communications – Random Number Generator – Responsible for Game Determination – Responsible for Self Authentication – Responsible for Accounting – Responsible for Event tracking and logging – Responsible for Game History – … – Basically, the brain and heart of a machine

companyconfidential

Peripherals • Bill Validators

– Reads tickets & Bills – Checks for counterfeits – Checks for cheating techniques – Places redeemed notes in stacker – Securely stores tickets & bill until drop – Sensors detect placement & movement – Made of high strength plastic or metal – Keyed separately of other components

• Stackers

companyconfidential

Peripherals • Printers

– Tickets / Vouchers – Coupons – Jackpot Receipts

companyconfidential

Peripherals

companyconfidential

Peripherals • Progressive Controllers & Meters/Displays • Bonus equipment • Slot System Player Interfaces • Slot System Interfaces • Secondary System Interfaces

companyconfidential

Operating Systems

companyconfidential

Operating Systems • Can be part of the Main Program or separate • Usually an embedded version of Microsoft Windows or Linux (BusyBox) • Allows for the manufacturers Main Program and Game Software to interact with the hardware of the gaming device • Can be controlled if it contains manufacturer code

companyconfidential

Main Software • The Main Software provides a framework for the Game Software to use. • Responsible for accounting / metering • Responsible for event tracking and reporting • Responsible for Random Number Generator • Responsible for Communication to Systems • Responsible for accepting money and printing tickets • Contains authentication code

companyconfidential

Game Software • Game Software controls the theme and play of the game. • May contain the sounds and graphics or could be separate • Responsible for use of the RNG output • Responsible for the Math and payouts • Responsible for bonuses

companyconfidential

Other Software • Progressive Controllers • Player Interface or Service Windows

companyconfidential

5/7/19

A compact is an intergovernmental agreement between an Indian tribe and a state government that governs the conduct of Class III gaming Once approved, the Compact becomes part of the law of the Tribe and becomes enforceable with respect to the Tribe’s Class III gaming activities

Compacts primarily address 2 issues: › Scope of gaming allowed in the state › Terms of regulation of gaming activities

5/7/19

Congress intended to balance state and tribal interests through negotiated and shared state and tribal regulation and jurisdiction over Class III gaming IGRA gives states a role in Class III gaming by requiring tribes and states to negotiate compacts before a tribe may offer Class III gaming IGRA details the procedures that states and tribes must follow in negotiating compacts and includes possible negotiation subjects

IGRA requires states to negotiate in “good faith” › IGRA authorizes tribe to bring action against state in federal court to compel good faith negotiations Possible negotiation subjects include: › Application of tribal and state criminal and civil laws and regulations in relation to the licensing and regulation of Class III gaming › Allocation of criminal and civil jurisdiction between the Indian tribe and the state › Assessments by the state to defray the costs of regulation › Remedies for breach › Standards for the operation of Class III gaming › Any other subjects directly related to the operation of Class III gaming activities

5/7/19

No compact is valid until approved by the Secretary of the Interior The Secretary may only disapprove a compact if it violates: › IGRA, › Any other provision of Federal law that does not relate to jurisdiction over gaming on Indian lands, or › The trust obligations of the United States to Indians. Once approved by the Secretary, the compact becomes the law of the Tribe and the State governing class III gaming activities. To date, approximately 250 tribes have entered into compacts with their respective states

Compact terms can vary greatly from state to state Duration of the Compacts › Ranges from short 2-4 years to unlimited terms Revenue Sharing Payments › Some tribes have agreed to make additional payments usually based on a percentage of net gaming revenue › Tribal payments can range upwards of $440 million

5/7/19

Authorized Class III Games › An Arizona Compact authorizes Gaming Devices, Keno, lottery, off-track pari-mutual wagering, pari- mutual wagering on horse racing and dog racing. › A Kansas compact states that: “The Tribe may not conduct pari-mutual wagering, off track betting, sports betting, club keno or state-wide lottery gaming.” › Covered games under the Oklahoma Model Tribal- State Compact include electronic bonanza-style bingo games, electronic amusement games, and electronic instant bingo games, but excludes dice games.

State Regulation › Some compacts provide for the State to be heavily involved in regulatory issues such as licensure. Arizona compacts require state certification of certain gaming licenses › Others adopt a more “hands-off” approach and defer almost entirely to the tribal gaming regulatory agency › And others, such as the Oklahoma Model Tribal-State Compact, strike a middle-ground approach

5/7/19

Internal Controls › Some compacts adopt or use the NIGC MICS as guidance Technical Standards › Some states have required the adoption of additional technical standards for Class III games › These standards then become part of the Tribe’s gaming laws

Other Compact Topics: › The sale of alcoholic beverages › The extension of credit › The resolution of tort and/or prize claims › Number of gaming machines › The hours of operation

5/7/19

Tribal gaming regulators are responsible for enforcing gaming laws, including the Tribal-State Compact Tribal regulators must be knowledgeable of the provisions of the Compact Compacts generally identify the tribal gaming regulatory agency as the entity responsible for carrying out regulatory duties

END

Elizabeth Lohah Homer Homer Law Chartered 1730 Rhode Island Ave NW Suite 510 Washington, DC 20036

[email protected] (202) 955-5601

5/7/19

Basic Principles of Casino Accounting Ryan Burns, CPA Partner, BlueBird, CPAs

Accounting Functions – What do They Do?

• Revenue Audit? • Other Accounting/Finance personnel?

o Note: This differs from the tasks that Internal Auditor performs • Internal Auditor must have basic working knowledge of Accounting to review certain items

5/7/19

Revenue Audit & The Casino

Revenue Audit • Responsible for reconciling daily casino paperwork throughout the casino

• First defense in review for compliance and internal control issues

• Summarize daily paperwork

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Various Financial Statements • External Financial Statements – Lenders, Regulatory Agencies (NIGC, Compacts), Tribal Council & Tribal Gaming Commissions – to be discussed in the next session • Internal Financial Statements - Property Management for Analysis (Flash Reports, P/L Summaries, Condensed Financial Information)

What is Unique About Tribal Casino Accounting? • GAAP Issues (Net Win, State Fees, GASB, etc.) • Layers of Regulations (TRGC, State, NIGC) • Cage/Vault Accountability • 24-Hour Operations / Staggered Drop • Volume of Cash Transactions • No source revenue documentation (invoice, shipping document, etc.)

• Reliance on Computer Systems • Tribal Government Transactions

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Flow of Financial Information in a Casino

CAGE PAPERWORK

BANK STATEMENT

GENERAL JOURNAL

PAYROLL REGISTER

CHECK REGISTER

THE GENERAL LEDGER

COMPUTER SLOT SYSTEM

THE TRIAL BALANCE

ADJUSTMENTS

FINANCIAL STATEMENTS

AICPA Gaming Audit & Accounting Guide

• AICPA Casino Audit Guide o The AICPA Audit and Accounting Guide Audits of Casinos (the Guide) was originally issued in 1984. (Updated 2017)

5/7/19

AICPA Gaming Audit & Accounting Guide

• Why the need for change? o Shift from primarily table games when original casino guide established to slot play. o Impact of technology. o Impact of multiple jurisdictions and the introduction of Native American gaming. o Diversity in practice. o Accounting and auditing issues not contemplated in the existing Guide.

AICPA Gaming Audit & Accounting Guide

5/7/19

What Makes Casino Accounting So Different?

Casino Cage Accountability

5/7/19

Casino Cage Accountability (Continued)

Gaming Revenues Gross vs. Net (Chapter 3) • Gross Gaming Revenue = The difference between gaming wins and losses from banked games before deducting incentives or adjusting for changes in progressive jackpot liability accruals. • Net Gaming Revenue = Gross Gaming Revenue – incentives +/- change in progressive jackpots + revenue from related gaming activities.

5/7/19

Accounting for Incentive Programs (Slot Clubs, Promos, etc.) • Incentives to play should be characterized as either:

(1) marketing incentives to induce potential customers to enter into transactions (Discretionary); or

(2) loyalty programs for customers based on activities or transactions undertaken (Non-discretionary).

Incentive Programs

• Free play: o Discretionary – should be revenue neutral, no accrual (watch out for statistical reports!!) o Non-discretionary – accrue estimated cost and treat as a contra revenue • Cash or cash equivalent incentives: o Discretionary – net against revenue o Non-discretionary – accrue estimated cost and treat as a contra revenue • Complimentaries: o Discretionary – report as expense rather than reduction of revenue o Non-discretionary – accrue estimated cost of providing comps to expense

5/7/19

Governmental Gaming Entities (Chapter 12) • Financial Statements & Disclosures • Allocation of Assets & Liabilities (Tribal Government vs. Casino) • Reporting of Transactions Between the Tribal Government & Casino • Cost Allocations • Asset Impairments

Interfund Transactions • Transfers / Distributions • Quasi-External Transactions • Fees / Taxes • Reimbursements • Interfund loans and advances

Reconciliation and IGRA Compliance

5/7/19

Current Changes 1. Income Statement Presentation - including complimentary sales with a reduction for promotional allowances will no longer be an option. The complimentary revenue must be excluded all together from the revenue line items. 2. Clarification that cash sales incentives/change in progressive jackpot liabilities should be accounted for as a contra revenue.

Current Changes – Cont.

3. Tier Status. A determination of tier level benefits will need to be performed to determine whether the customer has: o received a material right relating to future goods or services; or o is receiving a marketing or promotional offer as an incentive to obtain future revenue. Accordingly a material right would represent an obligation that would need to be valued and recorded with other liabilities. 4. Jackpot insurance premiums and proceeds received will now be recorded as expense and other income, respectably, rather than as a component of net gaming revenues. 5. Clarification is provided that adjustments to chip/token floats due to breakage estimates or chip line discontinuation are to be recorded as a component of net gaming revenues.

5/7/19

Basic Casino Accounting – Month End Items

• Reconciling all bank accounts? • Reconciling cage accountability? • Recording asset purchases? • Accounts payable (subsidiary)? • Other liabilities?

• Amounts due to/from other Tribal entities? • Transfers to/from other Tribal entities?

Basic Casino Accounting – Month End Items (Continued) • In-house progressive jackpot liabilities? • Wide area progressives?

• Participation fees? • Non-cash prizes? • Unredeemed ticket liabilities? • Hopper adjustments? • Players’ club points & incentives?

5/7/19

Basic Casino Accounting – Month End Items (Continued) • Tournament entry fees and payouts? • Bonus and double jackpots?

• Comps and promotional allowances? • Cash giveaways and other incentives?

• Unclaimed jackpots? • Jackpot insurance? • Chip/token liability? • And more…

Reconciliation between Net Win in the Financial Statements and Net Win for Fee Computations (NIGC & State) • Reconciliation between the on-line system report, sharable revenues, and monthly financial statements

• Communications with the NIGC • Communication with the State

5/7/19

Common Red Flag Indicators – Financial Controls • Unstable management team / council • Number, $ value, and nature of adjusting journal entries posted during the year-end audit • Management is not receptive to explaining the monthly financial statement variances • Management does not issue financial statements in a timely manner; or issues financial statements very quickly • Variances between actual and budgeted amounts are not reviewed departmental managers

Red Flag Indicators – Financial Audits • Deficiencies / delinquencies in Accounting / Finance Management • Significant and periodic changes in monthly financial statements previously issued • Regulators (State, IRS, TGRA, etc.) have difficulty in

performing or resolving audit issues • Re-occurring audit issues / findings

5/7/19

Cooking the Books – Why Do It? • Conceal Asset Theft (Cash, Inventory, Equipment, etc.) • Management Company or Investor Fee Calculations • Obtain Financing, Attract Buyers / Investors, etc. • Structure of Executive Bonuses and/or Evaluation? • Compliance with Loan Covenants • Compliance with Regulatory Requirements (RAP, etc.) • Increase Per Capita Allowances • Conceal Budget Variances

5/7/19

Cooking the Books – How Do They Do It?

• Timing Differences (Accrual Basis) • Improper Asset Valuation (Cash, Inventory, Capital Assets) • Concealed Liabilities and Expenses • Classification and Allocation of Expenses

• Change in Accounting Estimates • Inadequate Controls or Collusion

Recommended Areas of Review (Based on Your Risk Assessment!) • Adherence to Procurement Polices (Capital Projects & Significant Vendors) • Compact Fees & Underlying Computations • Management Company Fees; Underlying Computations; and Significant Related Estimates. • Compliance with Loan Covenants (Financial and Non- Financial) • Transactions with the Tribal Government (Transfers, Loans, Reimbursements)

5/7/19

Recommended Areas (Continued) • Review of Compliance With Gaming Revenue Distribution Plan and Tax Reporting Compliance (Per-Capita) • Payroll & Bonus Computations • Cash / Investment Risk (Custodial Risk, Interest Rate Risk, Market Risk, etc.) • Non-Gaming Revenue Centers (Hotel, F&B, etc.)

BlueBird Certified Public Accountants Scholarship for Native American Accounting Students Profession Highlights: • Significant Demand for Accounting Graduates; $50K+ Starting Salaries • Public, Private, Corporate, Tribal, Governmental • Accounting, Tax, Audit, Consulting Tracks • General Business Leadership and Entrepreneurship • Accounting is the Language of Business • Based in Principles of Ethics, Confidentiality, and Independence

• Significant Current Shortage of Natives in the Profession • Certification Tracks (CPA, CIA, FCPA, CGMA, CFE, etc.) www.bluebirdcpas.com/scholarship

5/7/19

California Indian Culture and Sovereignty Center 2017 The CICSC fosters collaborative research and community service relationships between the students of CSU San Marcos and members of Tribal communities, for the purpose of developing and conducting research projects that support the maintenance of sovereignty and culture within those communities.

Cecilia Bowsley 2016 Cecilia Bowsley is a member of the Navajo Nation. She is a college Junior at Northern Arizona University and will graduate next year with her Bachelor of Science in Accountancy and will continue on to pursue her Master’s in Accounting.

5/7/19

Shelby Enloe 2015

Shelby Enloe is a member of the Choctaw Nation of Oklahoma and Cherokee Nation. She is attending Northeastern Oklahoma State University and majoring in accounting.

Caytlin Nenema 2014 Caytlin Nenema is a member of the Kalispel Tribe of Indians in Washington. Caytlin is attending the University of Montana earning her degree in Accounting.

5/7/19

Ida Williams 2013 Ida Williams is a graduate student at Gonzaga University majoring in American Indian Entrepreneurship. Williams is a member of the Flandreau Santee Sioux Tribe but also identifies herself as Oglala Lakota, Cheyenne, and Lac du Flambeau Ojibwe.

Ryan Burns [email protected] Thank you!

10/4/19

Auditing: Financial Audits & Agreed-Upon Procedures

Ryan Burns, CPA Partner, BlueBird, CPAs

Introduction • What do you want to learn in this class?

___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ ___________________________________________________ _____________________

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Session Agenda • Financial Statement Audits • Agreed-Upon Procedures

What is an Audit? • An examination and verification of a company’s financial and accounting records and supporting documents by a professional such as a Certified Public Accountant.

10/4/19

What is an Audit? CPA Work Scope & Standards:

• Financial Statement Audit (GAAP & GAAS) • Financial Statement Review (GAAP & SSARS) • Operational Agreed Upon Procedures (Efficiency & Effectiveness) • Compliance AUP (Laws & Regulations) • Consulting Engagement • CPA Licensing

Why Financial Audit? • Accountability to Tribal Council and Tribal Membership • Accountability to External Financial Statement Users • IGRA, NIGC, Tribal Gaming Ordinance, State Compact • Filing Deadlines: o 120 Days – NIGC

o Penalties up to $25,000/Day o State Compact (Depends) o NIGC TB 2009-1

10/4/19

Scope of Financial Audit Work? • Financial Statement Audit (IGRA) – Gaming Activities • Gaming Vendor Testing (>$25,000) • Communication Letters (NIGC TB 2009-1)

Various Financial Statements • External Financial Statements – Lenders, Regulatory Agencies (NIGC, Compacts), Tribal Council & Tribal Gaming Commissions • Internal Financial Statements - Property Management for Analysis (Flash Reports, P/L Summaries, Condensed Financial Information)

10/4/19

Exercise • What do you want to know from your auditor?

The Financial Audit Report Contents • Auditor’s Opinion • MD&A (if included) • Financial Statements • Notes to the Financial Statements • Supplementary Schedules (if included)

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Types of Audit Opinions • Unmodified (a clean bill) • Qualified (with some reservation) • Adverse (financials are not presented in accordance with GAAP) • Disclaimer (unable to form an opinion)

• Going Concern or Other Significant Emphasis Notations

Example of an Opinion

10/4/19

Tribal Casino Financial Statements • Balance Sheet / Statement of Net Position • Statement of Revenues, Expenses, and Changes in Net Position • Cash Flow Statement

Gaming Audit Accounting Guide

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Gaming Audit Accounting Guide

Statements of Net Position

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Statements of Net Position (Continued)

Statements of Revenues, Expenses, and Changes in Net Position

10/4/19

Statements of Revenues, Expenses, and Changes in Net Position (Continued)

Cash Flows Statements

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Cash Flows Statements (Continued)

Financial Statement Notes

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Financial Statement Notes

10/4/19

Financial Statement Audit Considerations

• Consolidation for Multiple Tribal Gaming Entities • Financial Statement Reviews for Those Entities