Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Entity Registrant Name | GOLDEN ENTERTAINMENT, INC. | |
Entity Central Index Key | 1,071,255 | |
Trading Symbol | gden | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 21,631,486 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2015 | Dec. 28, 2014 |
Current assets | ||
Cash and cash equivalents | $ 43,156,000 | $ 35,416,000 |
Short-term investments | 0 | 46,638,000 |
Accounts receivable, net of allowance for doubtful accounts of $0.6 million as of September 30, 2015 | 4,492,000 | $ 622,000 |
Income taxes receivable | 2,299,000 | |
Prepaid expenses | 7,566,000 | $ 760,000 |
Other | 2,716,000 | 425,000 |
Total current assets | 60,229,000 | 83,861,000 |
Property and equipment | 120,219,000 | 41,433,000 |
Accumulated depreciation | (10,985,000) | (8,694,000) |
Property and equipment, net | 109,234,000 | $ 32,739,000 |
Other assets | ||
Goodwill | 90,639,000 | |
Intangible assets, net | 81,814,000 | $ 2,279,000 |
Land held for sale | $ 960,000 | |
Land held for development | $ 960,000 | |
Income taxes receivable | 2,155,000 | |
Other | $ 2,502,000 | 35,000 |
Total other assets | 175,915,000 | 5,429,000 |
Total assets | 345,378,000 | 122,029,000 |
Current liabilities | ||
Current portion of long-term debt, net of discount | 7,273,000 | 1,368,000 |
Accounts payable | 6,130,000 | 482,000 |
Accrued taxes, other than income taxes | 645,000 | 439,000 |
Accrued payroll and related | 3,614,000 | 1,573,000 |
Deposits | 284,000 | 131,000 |
Other accrued expenses | 3,454,000 | 1,479,000 |
Total current liabilities | 21,400,000 | 5,472,000 |
Long-term debt, net of current portion and discount | 139,100,000 | $ 8,941,000 |
Debt issuance costs, net | (2,619,000) | |
Other long-term obligations | 2,996,000 | |
Total liabilities | $ 160,877,000 | $ 14,413,000 |
Commitments and contingencies (Note 14) | ||
Shareholders' equity | ||
Common stock, $.01 par value; authorized 100,000 shares; 21,624 and 13,389 common shares issued and outstanding as of September 30, 2015 and December 28, 2014, respectively | $ 350,000 | $ 268,000 |
Additional paid-in capital | 281,282,000 | 205,615,000 |
Retained earnings (accumulated deficit) | $ (97,131,000) | (98,245,000) |
Accumulated other comprehensive loss | (22,000) | |
Total shareholders' equity | $ 184,501,000 | 107,616,000 |
Total liabilities and shareholders' equity | $ 345,378,000 | $ 122,029,000 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) shares in Thousands | Sep. 30, 2015 | Dec. 28, 2014 |
Accounts receivable, allowance for doubtful accounts | $ 600 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000 | 100,000 |
Common stock, shares issued (in shares) | 21,624 | 13,389 |
Common stock, shares outstanding (in shares) | 21,624 | 13,389 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Revenues | ||||
Casino Revenue | $ 52,336,000 | $ 12,072,000 | $ 74,746,000 | $ 33,460,000 |
Food and beverage | 9,230,000 | 1,835,000 | 12,320,000 | 4,660,000 |
Rooms | 2,141,000 | 1,940,000 | 5,010,000 | 4,884,000 |
Other operating | 1,873,000 | 873,000 | 3,061,000 | 1,913,000 |
Gross revenues | 65,580,000 | 16,720,000 | 95,137,000 | 44,917,000 |
Less: Promotional allowances | (3,068,000) | (790,000) | (4,530,000) | (2,570,000) |
Net revenues | 62,512,000 | 15,930,000 | 90,607,000 | 42,347,000 |
Expenses | ||||
Gaming | 35,661,000 | 6,841,000 | 48,284,000 | 19,208,000 |
Food and beverage | 6,824,000 | 1,366,000 | 9,143,000 | 3,589,000 |
Rooms | 270,000 | 226,000 | 643,000 | 509,000 |
Other operating | 813,000 | 470,000 | 1,555,000 | 1,131,000 |
Selling, general and administrative | 12,134,000 | $ 5,455,000 | 22,542,000 | $ 16,918,000 |
Merger expenses | $ 9,325,000 | 10,591,000 | ||
Gain on sale of cost method investment | $ (750,000) | $ (1,000,000) | ||
Charges related to arbitration award | $ 2,530,000 | 2,530,000 | ||
Impairments and other losses | $ 20,997,000 | $ 682,000 | $ 20,997,000 | |
Preopening expenses | $ 129,000 | $ 129,000 | ||
Gain on sale of land | $ (66,000) | $ (66,000) | ||
Loss on disposal of property and equipment | $ 8,000 | 37,000 | $ 6,000 | 61,000 |
Depreciation and amortization | 5,100,000 | 896,000 | 6,859,000 | 2,613,000 |
Total expenses | 70,264,000 | 38,752,000 | 99,684,000 | 66,490,000 |
Loss from operations | (7,752,000) | (22,822,000) | (9,077,000) | (24,143,000) |
Other income (expense) | ||||
Interest expense, net | (980,000) | $ (258,000) | (1,423,000) | $ (813,000) |
Loss on extinguishment of debt | (1,174,000) | (1,174,000) | ||
Other, net | 50,000 | $ 4,000 | 86,000 | $ 169,000 |
Total other expense | (2,104,000) | (254,000) | (2,511,000) | (644,000) |
Loss before income taxes | (9,856,000) | $ (23,076,000) | (11,588,000) | (24,787,000) |
Benefit for income taxes | 12,874,000 | 12,702,000 | 0 | |
Net income (loss) | 3,018,000 | $ (23,076,000) | 1,114,000 | (24,787,000) |
Other comprehensive income (loss) | 20,000 | (3,000) | 22,000 | (2,000) |
Comprehensive income (loss) | $ 3,038,000 | $ (23,079,000) | $ 1,136,000 | $ (24,789,000) |
Weighted-average common shares outstanding | ||||
Basic (in shares) | 18,821 | 13,389 | 15,240 | 13,376 |
Dilutive impact of stock options (in shares) | 241 | 213 | ||
Diluted (in shares) | 19,062 | 13,389 | 15,453 | 13,376 |
Net income (loss) per share | ||||
Basic (in dollars per share) | $ 0.16 | $ (1.72) | $ 0.07 | $ (1.85) |
Diluted (in dollars per share) | $ 0.16 | $ (1.72) | $ 0.07 | $ (1.85) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 28, 2014 | |
Cash flows from operating activities | ||
Net income (loss) | $ 1,114 | $ (24,787) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 6,859 | 2,613 |
Amortization of debt issuance costs and accretion of debt discount | 363 | 385 |
Accretion and amortization of discounts and premiums on short-term investments | 240 | 214 |
Share-based compensation | $ 410 | 210 |
Gain on sale of land | (66) | |
Loss on disposal of property and equipment | $ 6 | $ 61 |
Loss on extinguishment of debt | 1,174 | |
Impairments and other losses | 357 | $ 20,997 |
Deferred income taxes | (12,728) | |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed from acquisition: | ||
Accounts receivable | 1,194 | |
Prepaids | 1,272 | |
Income taxes receivable | (144) | |
Other current assets | 231 | $ (347) |
Deposits | 150 | |
Accrued taxes, other than income taxes | (180) | $ (55) |
Accounts payable and accrued expenses | (1,076) | 265 |
Net cash used in operating activities | (758) | $ (510) |
Cash flows from investing activities | ||
Proceeds from business combination | 25,539 | |
Purchase of short-term investments | (25,137) | $ (62,114) |
Sales and maturities of short-term investments | 71,357 | 63,432 |
Purchase of property and equipment | $ (2,882) | (4,464) |
Proceeds from sale of land | 236 | |
Proceeds from disposal of property and equipment | $ 4,409 | 21 |
Changes in other assets | (1,399) | 25 |
Net cash provided by (used in) investing activities | 71,887 | (2,864) |
Cash flows from financing activities | ||
Repayments of borrowings | (202,546) | $ (1,302) |
Proceeds from borrowings | 145,336 | |
Proceeds from issuance of common stock | 35 | $ 135 |
Payments for debt issuance costs | (2,723) | |
Warrant repurchase | (3,435) | |
Other | (56) | |
Net cash used in financing activities | (63,389) | $ (1,167) |
Cash and cash equivalents | ||
Net increase (decrease) for the period | 7,740 | (4,541) |
Balance, beginning of period | 35,416 | 37,897 |
Balance, end of period | 43,156 | 33,356 |
Supplemental cash flow disclosures | ||
Interest | 1,160 | $ 535 |
Income taxes | $ 170 | |
Non-cash investing and financing activities | ||
Capital expenditures in accounts payable and accrued expenses | $ 158 | |
Common stock issued in connection with acquisition | $ 75,304 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Nature of Business and Basis of Presentation Overview Golden Entertainment, Inc. (formerly Lakes Entertainment, Inc.) and its wholly-owned subsidiaries (the “Company”) is a diversified group of gaming companies that focus on distributed gaming (including tavern gaming) and casino and resort operations . On July 31, 2015, the Company acquired Sartini Gaming, Inc. (“Sartini Gaming”) through the merger of a wholly-owned subsidiary of the Company with and into Sartini Gaming, with Sartini Gaming surviving as a wholly-owned subsidiary of the Company (the “Merger”). The results of operations of Sartini Gaming and its subsidiaries have been included in the Company’s results subsequent to that date. In connection with the Merger, the Company’s name was changed to Golden Entertainment, Inc. The Company’s common stock continues to be traded on the NASDAQ Global Market, and the Company’s ticker symbol was changed from “LACO” to “GDEN” effective August 4, 2015. See Note 2, Merger with Sartini Gaming, Inc. , The Company’s Distributed Gaming segment involves the installation and operation of gaming devices in certain strategic, high-traffic, non-casino locations (such as grocery stores, convenience stores, restaurants, bars and taverns) in Nevada, and the operation of traditional, branded taverns targeting local patrons, primarily in Clark County, Nevada. The Company’s Casinos segment consists of three casinos in Pahrump, Nevada and the Rocky Gap Casino Resort in Flintstone, Maryland (“Rocky Gap”). Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, please refer to the audited consolidated financial statements of the Company for the year ended December 28, 2014 and the notes thereto included in the Company’s Annual Report on Form 10-K previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented . Results for interim periods should not be considered indicative of the results to be expected for the full year. The Company’s consolidated financial statements include the assets, liabilities and results of operations of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. On October 28, 2015, the Company’s Board of Directors approved a change in the fiscal year of the Company from a 52- or 53-week fiscal year ending on the Sunday closest to December 31 of each year to a calendar fiscal year ending on December 31, effective as of the beginning of the third quarter of fiscal year 2015. As a result of this change, the Company’s quarters for fiscal year 2015 end on March 29, 2015, June 28, 2015, September 30, 2015 and December 31, 2015. Thereafter, the Company’s fiscal quarters will end on March 31, June 30, September 30 and December 31 of each year. Investments in unconsolidated investees, which were 20% or less owned and where the Company did not have the ability to significantly influence the operating or financial decisions of the entity, were accounted for under the cost method. See Note 6, Cost Method Investments . New Accounting Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Debt . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Note 2 - Merger with Sartini Ga
Note 2 - Merger with Sartini Gaming, Inc. | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 2. Merger with Sartini Gaming, Inc. Overview On July 31, 2015, the Company acquired Sartini Gaming through the consummation of the Merger. At the effective time of the Merger, all issued and outstanding shares of capital stock of Sartini Gaming were canceled and converted into the right to receive shares of the Company’s common stock. At the closing of the Merger, the Company issued 7,772,736 shares of its common stock to The Blake L. Sartini and Delise F. Sartini Family Trust (the “Sartini Trust”), as sole shareholder of Sartini Gaming , of which 388,637 shares are held in escrow as security for the post-closing adjustment in accordance with the agreement and plan of merger (the “Merger Agreement”), and 777,274 shares are held in escrow as security for claims for indemnifiable losses in accordance with the Merger Agreement. In addition, at the closing of the Merger, the Company issued 457,172 shares of its common stock to holders of warrants issued by a subsidiary of Sartini Gaming that elected to receive shares of the Company’s common stock in exchange for their warrants. As a result, the estimated value of the purchase consideration, based on preliminary estimates, was $75.3 million. This amount is the product of the 8,229,908 shares of the Company’s common stock issued in connection with the Merger on July 31, 2015 and the $9.15 per share closing price of the Company's common stock on July 31, 2015. The total number of shares of the Company’s common stock issued in connection with the Merger is subject to adjustment pursuant to the post-closing adjustment provisions of the Merger Agreement; see “ Post-Closing “True-Up” Adjustment . Under the Merger Agreement, the number of shares of the Company’s common stock issued in connection with the Merger reflect the pre-Merger value of Sartini Gaming relative to the pre-Merger value of the Company, which pre-Merger values are calculated in accordance with formulas set forth in the Merger Agreement. To determine the number of shares of the Company’s common stock issued in connection with the Merger, the sum of the number of shares of the Company’s common stock outstanding immediately prior to the Merger and the number of shares issuable upon the exercise of outstanding in-the-money stock options are divided by the percentage of the total pre-Merger value of both companies that represents the Company’s pre-Merger value to determine the total number of fully diluted shares immediately following the Merger. The number of shares of the Company’s common stock issued in connection with the Merger is the difference between the total number of fully diluted shares immediately following the Merger and the total number of fully diluted shares immediately prior to the Merger. No fractional shares of the Company’s common stock are issued in connection with the Merger, and any fractional share is rounded to the nearest whole share. The Merger Agreement specifies the procedure for determining the pre-Merger values of Sartini Gaming and the Company. In accordance with the Merger Agreement, prior to the closing of the Merger, the Company and Sartini Gaming each delivered to the other a statement of its estimate of its pre-Merger value, which preliminary estimates were used to determine the number of shares of the Company’s common stock to be issued at the closing of the Merger. The total number of shares of the Company’s common stock issued in connection with the Merger on July 31, 2015 was based on these preliminary estimated pre-Merger values: Pre-Merger Value of Lakes Lakes % Pre-Merger Value of Sartini Gaming Sartini Gaming % Total Post-Closing Shares (1) Total Shares Issued in Connection with Merger (2) $ 135,050,464 63.2% $ 78,646,870 36.8% 22,368,603 8,229,908 (1) Calculated as the number of shares of the Company’s common stock outstanding immediately after the Merger (on a fully diluted basis, including shares issuable upon the exercise of outstanding in-the-money stock options). (2) Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. Post-Closing “True-Up” Adjustment The final pre-Merger values of the Company and Sartini Gaming were determined and approved during the fourth quarter of 2015, pursuant to the post-closing adjustment provisions of the Merger Agreement. As a result of this post-closing adjustment calculation, the number of shares issued in connection with the Merger will be trued up by issuing an additional 223,657 shares to the Sartini Trust during the fourth quarter of 2015, and the 388,637 shares of the Company's common stock held in escrow as security for the post-closing adjustment will be released to the Sartini Trust . The effect of the issuance of these additional shares on the purchase price consideration calculation will be an increase of $2.1 million to $77.4 million. This amount is the product of the 8,453,565 total shares of the Company’s common stock issued in connection with the Merger on July 31, 2015 and issuable pursuant to the post-closing “true-up” adjustment and the $9.15 per share closing price of the Company's common stock on July 31, 2015. The Company will account for the issuance of the additional 223,657 shares, and the adjustment of the purchase price consideration, during the fourth quarter of 2015 when the additional shares are issued. The total number of shares of the Company’s common stock issued in connection with the Merger, after giving effect to the additional 223,657 shares of common stock issuable pursuant to the post-closing true-up adjustment based on the final pre-Merger values, is as follows: Pre-Merger Value of Lakes Lakes % Pre-Merger Value of Sartini Gaming Sartini Gaming % Total Post-Closing Shares (1) Total Shares Issued in Connection with Merger (2) $ 134,615,083 62.6% $ 80,523,753 37.4% 22,592,260 8,453,565 (1) Calculated as the number of shares of the Company’s common stock outstanding immediately after the issuance of the 223,657 additional shares related to the post-closing true-up adjustment (on a fully diluted basis, including shares issuable upon the exercise of outstanding in-the-money stock options). (2) Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. Merger Accounting The Merger has been accounted for under the purchase method of accounting in accordance with ASC Topic 805, Business Combinations The allocation of the $75.3 million purchase price, as estimated as of the Merger closing date of July 31, 2015 (see “ Post-Closing “True-Up” Adjustment In addition, actual results may differ from the financial information presented once the Company has finalized the valuations that support the provisional purchase price allocation. Such finalization could result in changes to the financial information . The primary areas of the purchase price allocation that are not yet finalized relate to property values, the valuation of intangible assets acquired and residual goodwill attributable to the distributed gaming and casino businesses acquired . The preliminary allocation of the purchase price to the assets acquired and liabilities assumed is as follows (unaudited, in thousands): Amount Cash $ 25,539 Other current assets 16,534 Property and equipment 84,104 Intangible assets 80,700 Goodwill 90,639 Current liabilities (13,245 ) Warrant liability (3,435 ) Debt (190,587 ) Deferred tax liability (12,728 ) Other long-term liabilities (2,217 ) Total assumed purchase price $ 75,304 The preliminary amounts assigned to property and equipment by category are summarized in the table below (unaudited, in thousands): Remaining Useful Life (Years) Amount Assigned Land Not applicable $ 12,470 Land improvements 10 4,030 Building and improvements 25 21,310 Leasehold improvements 4 20,793 Furniture, fixtures and equipment 1 22,866 Construction in process Not applicable 2,635 Total property and equipment $ 84,104 The preliminary amounts assigned to intangible assets by category are summarized in the table below (unaudited, in thousands): Remaining Useful Life (Years) Amount Assigned Trade names 10 $ 12,200 Player relationships 8 - 14 7,600 Customer relationships 13 - 16 59,200 Gaming licenses Indefinite 900 Other intangible assets 2 - 10 800 Total intangible assets $ 80,700 Trade names Sartini Gaming’s trade names encompass the various trade names utilized by the three casinos located in Pahrump, Nevada: Pahrump Nugget Hotel Casino, Gold Town Casino and Lakeside Casino & RV Park. Additionally, Sartini Gaming’s taverns utilize various trade names to market and create brand identity for their services and for marketing purposes, including: PT’s Pub, PT’s Gold, Sierra Gold and Sean Patrick’s . Player relationships Player relationships comprise relationships with players in Sartini Gaming’s tavern operations and with players in Sartini Gaming’s casinos. Sartini Gaming’s tavern operations have developed relationships with players since beginning operations in the greater Las Vegas metropolitan area and are based on the perceived value that tavern customers obtain from being entertained at Sartini Gaming’s taverns. Tavern player relationships represent loyalty program members who earn points based on play, which points are redeemable for food and beverages, among other items. Furthermore, tavern player relationships are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from the taverns’ reputations . Sartini Gaming’s casinos in Pahrump, Nevada have developed relationships with players since beginning operations and are based on the perceived value that casino customers obtain from being entertained at Sartini Gaming’s casino properties. Casino player relationships represent loyalty program members who earn points based on play, which points are redeemable for food , beverages and hotel rooms, among other items. Furthermore, casino player relationships are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from the Pahrump casinos’ reputations . Customer relationships Sartini Gaming’s relationships with distributed gaming customers have been developed over years of service and are based on the perceived value that Sartini Gaming’s customers obtain from doing business with Sartini Gaming. These relationships are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from Sartini Gaming’s reputation. The economic life of the customer relationships is estimated to be 13 to 16 years, depending on the customer, and is based on the distribution of the present value of cash flows attributable to the asset. Gaming l icense s Each of Sartini Gaming’s three Pahrump, Nevada casinos maintain gaming licenses that allow them to operate in their current capacity. Other intangible assets Other intangible assets include Sartini Gaming’s software and non-compete agreements . The software utilized in Sartini Gaming’s distributed gaming operations is an internally-developed tool for accounting and marketing purposes, which is integrated into Sartini Gaming’s slot machines. The economic life of this software is estimated to be 10 years based on the expected utilization of the software in its current form. In conjunction with the Merger Agreement, key employees executed non-competition agreements. The economic life of these non-compete agreements is estimated to be two years based on the contractual term of the agreements. The estimated future amortization expense related to the finite-lived intangible assets acquired for the remainder of 2015, next five years and thereafter is as follows: Remainder of 2015 2016 2017 2018 2019 2020 Thereafter (In thousands) Estimated amortization expense $ 1,569 $ 6,274 $ 6,212 $ 6,124 $ 6,124 $ 6,124 $ 46,327 See Note 13, Financial Instruments and Fair Value Measurements Credit Agreement In connection with the Merger, the Company entered into a Credit Agreement with the lenders named therein and Capital One, National Association (as administrative agent) for a $120.0 million senior secured term loan and a $40.0 million revolving credit facility to refinance the outstanding senior secured indebtedness of Sartini Gaming and the Company’s financing facility with Centennial Bank (the “Rocky Gap Financing Facility”). See Note 8, Debt Unaudited Financial I nformation The consolidated financial position of Sartini Gaming is included in the Company’s unaudited consolidated balance sheet as of September 30, 2015 and Sartini Gaming’s consolidated results of operations for the period from August 1, 2015 through September 30, 2015 are included in the Company’s unaudited consolidated statements of operations and cash flows for the three and nine months ended September 30, 2015. From August 1, 2015 through September 30, 2015, the Company recorded $45.5 million in net revenues and $2.3 million in net income from the operations of Sartini Gaming’s distributed gaming and casino businesses. Total assets related to Sartini Gaming were approximately $295.6 million as of September 30, 2015, which consisted primarily of property and equipment and intangible assets. Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information for the three and nine months ended September 30, 2015 and September 28, 2014 are presented as if the Merger had occurred at the beginning of each period presented: Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands, except per share data) Pro forma combined net revenues $ 86,222 $ 83,332 $ 259,002 $ 251,842 Pro forma combined net income (loss) 8,651 (28,884 ) 3,306 (35,085 ) Pro forma combined net income (loss) per share: Basic $ 0.40 $ (1.34 ) $ 0.15 $ (1.62 ) Diluted $ 0.40 $ (1.34 ) $ 0.15 $ (1.62 ) Weighted average common shares outstanding: Basic 21,622 21,619 21,622 21,606 Diluted 21,622 21,619 21,622 21,606 This unaudited pro forma combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of or intended to represent the results that would have been achieved had the Merger been consummated as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined financial information does not reflect any operating efficiencies and associated cost savings that may be achieved as a result of the Merger. The following adjustments have been made to the pro forma combined net income (loss) and pro forma combined net income (loss) per share in the table above: ● includes additional depreciation expense of property, plant and equipment, and additional amortization expense of intangible assets acquired in the Merger based on their estimated fair values and estimated useful lives; ● reflects the impact of issuance of 8,229,908 shares on July 31, 2015 in connection with the Merger based on the parties’ preliminary estimated pre-Merger values; ● reflects $9.3 million and $10.6 million of Merger-related costs for the three and nine months ended September 30, 2015, respectively. No Merger-related cost adjustments were made for each of the three and nine months ended September 28, 2014; ● reflects the elimination of the warrants issued by a subsidiary of Sartini Gaming, which were purchased for $3.4 million in cash and for 457,172 shares of the Company’s common stock (equivalent to $4.4 million based on the Merger per share price); and ● reflects the elimination of $12.7 million of tax benefit during the three and nine months ended September 30, 2015, related to the assumption of a net deferred tax liability generated from the intangible assets acquired in the Merger. |
Note 3 - Short-term Investments
Note 3 - Short-term Investments | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 3. Short-Term Investments Short-term investments consist of commercial paper, corporate bonds and certificates of deposit which are classified as available-for-sale securities and are carried at current fair market value, with the resulting unrealized gains and losses, if any, excluded from income and reported, net of tax, as a separate component of shareholders' equity until realized. If the carrying value of an investment is in excess of its fair market value, an impairment charge to adjust the carrying value to the fair market value is recorded if the impairment was considered other-than-temporary. There were no other-than-temporary impairments related to declines in fair market value of short-term investments during the three or nine months ended September 30, 2015 and September 28, 2014. No short-term investments were held as of September 30, 2015. Short-term investments consisted of the following as of December 28, 2014: Amortized Fair Unrealized Cost Value Gain/(Loss) (In thousands) Commercial paper $ 23,982 $ 23,984 $ 2 Corporate bonds 21,717 21,693 (24 ) Certificates of deposit 961 961 — $ 46,660 $ 46,638 $ (22 ) See Note 13, Financial Instruments and Fair Value Measurements |
Note 4 - Property and Equipment
Note 4 - Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. Property and Equipment, net The following table summarizes the components of property and equipment, at cost: September 30, December 28, 2015 2014 (In thousands) Building and site improvements $ 80,184 $ 27,905 Furniture and equipment 36,173 13,445 Construction in process 3,862 83 Property and equipment 120,219 41,433 Less: Accumulated depreciation (10,985 ) (8,694 ) Property and equipment, net $ 109,234 $ 32,739 On March 26, 2015, the Company entered into an agreement to sell its corporate office building located in Minnetonka, Minnesota at a price of approximately $4.7 million, less approximate fees and closing costs of $0.3 million. The corporate office building was carried at $4.8 million, net of accumulated depreciation, on the Company’s consolidated balance sheet as of the date of the sale agreement, resulting in the recognition of an impairment charge of $0.4 million during the nine months ended September 30, 2015. The sale of the corporate office building closed on May 20, 2015. |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 5. Goodwill and Intangible Assets , Net Goodwill and intangible assets, net, the majority of which relate to the acquisition of Sartini Gaming during the third quarter of 2015 (see also, Note 2, Merger with Sartini Gaming, Inc September 30, December 28, 2015 2014 (In thousands) Goodwill $ 90,639 $ — Indefinite-lived intangible assets: Gaming licenses $ 900 $ — Finite-lived intangible assets: Trade names $ 12,200 $ — Less: Accumulated amortization (203 ) — 11,997 — Player relationships 7,600 — Less: Accumulated amortization (112 ) — 7,488 — Customer relationships 59,200 — Less: Accumulated amortization (697 ) — 58,503 — Gaming license 2,100 2,100 Less: Accumulated amortization (332 ) (225 ) 1,768 1,875 Other intangible assets 1,248 627 Less: Accumulated amortization (90 ) (223 ) 1,158 404 Total finite-lived intangible assets, net 80,914 2,279 Total intangible assets, net $ 81,814 $ 2,279 Amortization expense was $1.1 million and less than $0.1 million for the three months ended September 30, 2015 and September 28, 2014, respectively, and $1.2 million and $0.1 million for the nine months ended September 30, 2015 and September 28, 2014, respectively. |
Note 6 - Cost Method Investment
Note 6 - Cost Method Investments | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Cost-method Investments, Description [Text Block] | 6. Cost Method Investments Rock Ohio Ventures , LLC As of December 28, 2014, the Company had a 10% ownership interest in Rock Ohio Ventures, LLC (“Rock Ohio Ventures”). This investment was accounted for using the cost method since the Company owned less than 20% of Rock Ohio Ventures and did not have the ability to significantly influence the operating and financial decisions of the entity. The Company invested a total of $21.0 million in Rock Ohio Ventures. This investment was determined to have experienced an other-than-temporary impairment and was reduced to its estimated fair value of zero during the third quarter of 2014. As a result, the Company recognized an impairment loss of $21.0 million during the third quarter of 2014. Effective January 25, 2015, the Company sold all of its interest in Rock Ohio Ventures to DG Ohio Ventures, LLC for approximately $0.8 million. Because this investment had been written down to zero, the Company recognized a gain on sale of cost method investment of approximately $0.8 million during the first quarter of 2015. The fair value of the Company’s cost method investment in Rock Ohio Ventures was estimated to be approximately $0.8 million as of December 28, 2014 based on the January 2015 selling price of this investment. See Note 13, Financial Instruments and Fair Value Measurements Dania Entertainment Holdings, LLC On May 22, 2013, Dania Entertainment Center, LLC (“DEC”) purchased the Dania Jai Alai property located in Dania Beach, Florida, from Boyd Gaming Corporation, for $65.5 million. As part of a previous plan to purchase the property, during 2011 the Company loaned $4.0 million to DEC (the “Loan”) which was written down to zero during the third quarter of 2011 when the acquisition did not close. During 2013, the Loan was exchanged for a 20% ownership interest in Dania Entertainment Holdings, LLC (“DEH”). The Company accounted for its investment in DEH as a cost method investment. At the time the Loan was exchanged for an equity investment in DEH, the Company determined its value remained at zero due to the negative cash flows of the existing operations of the Dania Jai Alai property as well as uncertainty surrounding completion of the project. Therefore, there was no value recorded for this investment at the time the Loan was exchanged for an equity investment in DEH. On April 21, 2014, the Company entered into a redemption agreement with DEH that resulted in DEH redeeming the Company’s 20% ownership in DEH in exchange for DEH granting to the Company a 5% ownership interest in DEC. Concurrently, the Company entered into an agreement with ONDISS Corp. (“ONDISS”) to sell its ownership interest in DEC for approximately $2.6 million. The Company received $1.0 million on April 21, 2014 in exchange for 40% of its ownership interest. On October 17, 2014, ONDISS paid the entire remaining amount due to the Company at a discounted amount of approximately $1.4 million. Upon receipt of such payment, the Company transferred its remaining ownership in DEC to ONDISS. As a result, the Company recognized a gain on sale of cost method investment of $2.4 million during the year ended December 28, 2014. |
Note 7 - Land Held for Sale
Note 7 - Land Held for Sale | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Real Estate Disclosure [Text Block] | 7. Land Held for Sale The Company owns parcels of undeveloped land related to its previous involvement in a potential casino project with the Jamul Indian Village (the “Jamul Tribe”) near San Diego, California. During the third quarter of 2012, the Company entered into a ten-year option agreement with Penn National Gaming, Inc. (“Penn National”), which was subsequently amended on May 15, 2014. The amended agreement grants Penn National the right to purchase this land for $5.5 million and requires Penn National to purchase the land within ten days after the Jamul Tribe opens a casino on its reservation. Annual option payments of less than $0.1 million are required to be made by Penn National to the Company. During the third quarter of 2015, the Company determined that it would likely sell the land to Penn National, under the option agreement, within the next twelve months. As a result, the land is classified as held for sale as of September 30, 2015. As of September 30, 2015 and December 28, 2014, this land was carried at approximately $1.0 million on the accompanying consolidated balance sheets. The Company performs an impairment analysis on the land it owns at least quarterly and determined that no impairment had occurred as of September 30, 2015 and December 28, 2014. |
Note 8 - Debt
Note 8 - Debt | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 8. Debt Credit Agreement On July 31, 2015, the Company entered into a Credit Agreement with the lenders named therein and Capital One, National Association (as administrative agent). The facilities under the Credit Agreement consist of a $120 .0 million senior secured term loan (“Term Loan”) and a $40 .0 million senior secured revolving credit facility (“Revolving Credit Facility” and, together with the Term Loan facility, the “Facilities”). The Facilities mature on July 31, 2020. Borrowings under the Credit Agreement bear interest, at the Company’s option, at either (1) the highest of the federal funds rate plus 0.50%, the Eurodollar rate for a one-month interest period plus 1.00%, or the administrative agent’s prime rate as announced from time to time, or (2) the Eurodollar rate for the applicable interest period, plus, in each case, an applicable margin based on the Company’s leverage ratio. As of September 30, 2015, the weighted average effective interest rate on the Company’s outstanding borrowings under the Credit Agreement was approximately 3.00%. The Term Loan must be repaid in four quarterly payments of $1.5 million each, commencing December 31, 2015, followed by eight quarterly payments of $2.25 million each, followed by four quarterly payments of $3.0 million each, followed by four quarterly payments of $4.5 million each, followed by a final installment of $66.0 million at maturity. The commitment fee for the Revolving Credit Facility is payable quarterly at a rate of between 0.25% and 0.30%, depending on the Company’s leverage ratio. As of September 30, 2015, the Company had $120.0 million in principal amount of outstanding Term Loan borrowings and $25.0 million in principal amount of outstanding borrowings under the Revolving Credit Facility, leaving borrowing availability under the Revolving Credit Facility of $15.0 million as of September 30, 2015. The Credit Agreement is guaranteed by all of the Company’s present and future direct and indirect wholly-owned subsidiaries (other than certain insignificant or unrestricted subsidiaries), and is secured by substantially all present and future personal and real property of the Company and the subsidiary guarantors (subject to receipt of certain regulatory approvals). Net proceeds from the initial borrowings under the Facilities were used to repay and discharge all of the outstanding senior secured indebtedness of Sartini Gaming and its subsidiaries in connection with the Merger, as well as the outstanding indebtedness under the Rocky Gap Financing Facility. Under the Credit Agreement, the Company and its subsidiaries are subject to certain limitations, including limitations on their ability to: incur additional debt, grant liens, sell assets, make certain investments, pay dividends and make certain other restricted payments. In addition, the Company will be required to pay down the Facilities under certain circumstances if the Company or any of its subsidiaries sells assets or property, issues debt or receives certain extraordinary receipts. The Credit Agreement contains financial covenants regarding a maximum leverage ratio and a minimum fixed charge coverage ratio. The Credit Agreement also prohibits the occurrence of a change of control, which includes the acquisition of beneficial ownership of 30% or more of the Company’s equity securities (other than by certain permitted holders, which include, among others, Blake L. Sartini, Lyle A. Berman and certain affiliated entities) and a change in a majority of the members of the Company’s Board of Directors that is not approved by the Board. If the Company defaults under the Credit Agreement due to a covenant breach or otherwise, the lenders may be entitled to, among other things, require the immediate repayment of all outstanding amounts and sell the Company’s assets to satisfy the obligations thereunder. Rocky Gap Financing Facility In December 2012, the Company closed on the $17.5 million Rocky Gap Financing Facility to finance a portion of Rocky Gap project costs. In connection with the entry into the Credit Agreement on July 31, 2015 and the borrowings thereunder, as more fully described above, on July 31, 2015 the Company repaid all principal amounts outstanding under the Rocky Gap Financing Facility, which amounted to approximately $10.7 million, together with accrued interest. In connection with such repayment, the Company terminated the Rocky Gap Financing Facility. As a result of the payoff of the Rocky Gap Financing Facility, the Company recognized a loss on extinguishment of debt of $1.2 million, related to the unamortized discount described below, during the three and nine months ended September 30, 2015. As of September 30, 2015 and December 28, 2014, the Company had zero and $11.7 million in principal amount of outstanding borrowings under the Rocky Gap Financing Facility, respectively. Amounts drawn on the Rocky Gap Financing Facility were collateralized by the leasehold estate and the furniture, fixtures and equipment of Rocky Gap. In addition, the Company guaranteed repayment of the loan. Effective November 1, 2013, the Company amended the Rocky Gap Financing Facility with Centennial Bank to reduce the interest rate from 10.5% to 5.5%. Monthly payments of principal and interest began on December 1, 2013 and the term was for 84 months. As a result of the amendment of the Rocky Gap Financing Facility with Centennial Bank effective November 1, 2013, the Company recorded a $1.7 million gain on modification of debt during the fourth quarter of 2013. This amount included $2.0 million recorded as a discount to the principal amount of the Rocky Gap Financing Facility, which was being accreted to interest expense over the term of the Rocky Gap Financing Facility using the effective interest method, and $0.3 million of original debt issuance costs expensed at the time of the amendment. Accretion of the discount to interest expense was approximately $0.1 million for each of the three months ended September 30, 2015 and September 28, 2014, and $0.3 million for each of the nine months ended September 30, 2015 and September 28, 2014. Summary of Outstanding Debt Long-term debt, net of current portion and discount, is comprised of the following: September 30, December 28, 2015 2014 (In thousands) Term Loan $ 120,000 $ — Revolving Credit Facility 25,000 — Rocky Gap Financing Facility — 11,691 Other long-term obligations 1,373 50 Total long-term debt 146,373 11,741 Less: Current portion (7,273 ) (1,368 ) Less: Unamortized debt discount — (1,432 ) Long-term debt, net of current portion and discount $ 139,100 $ 8,941 |
Note 9 - Promotional Allowances
Note 9 - Promotional Allowances | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Promotional Allowances [Text Block] | 9. Promotional Allowances The retail value of rooms, food and beverage, and other services furnished to guests without charge, including coupons for discounts when redeemed, is included in gross revenues and then deducted as promotional allowances. The estimated retail value of the promotional allowances is as follows: Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Food and beverage $ 2,496 $ 127 $ 2,808 $ 373 Rooms 501 606 1,562 2,092 Other 71 57 160 105 Total promotional allowances $ 3,068 $ 790 $ 4,530 $ 2,570 The estimated cost of providing these promotional allowances, which are included in gaming costs and expenses, is as follows: Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Food and beverage $ 914 $ 53 $ 1,052 $ 179 Rooms 143 146 452 502 Other 82 5 157 82 Total cost of promotional allowances $ 1,139 $ 204 $ 1,661 $ 763 |
Note 10 - Share-based Compensat
Note 10 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 10. Share-Based Compensation On August 27, 2015, the Board of Directors of the Company approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), subject to shareholder approval at the Company’s 2016 annual meeting of shareholders. The 2015 Plan authorizes the issuance of stock options, restricted stock, restricted stock units, dividend equivalents, stock payment awards, stock appreciation rights, performance bonus awards and other incentive awards. The 2015 Plan authorizes the grant of awards to employees, non-employee directors and consultants of the Company and its subsidiaries. Options generally have a ten-year term. Except as provided in any employment agreement between the Company and the employee, if an employee is terminated (voluntarily or involuntarily), any unvested options as of the date of termination will be forfeited. If the 2015 Plan is not approved by the Company’s shareholders at the 2016 annual meeting, any awards under the 2015 Plan will be automatically cancelled and become null and void. The maximum number of shares of the Company’s common stock for which grants may be made under the 2015 Plan is 2.25 million shares, plus an annual increase on each January 1 during the ten-year term of the 2015 Plan equal to the lesser of 1.8 million shares, 4% of the total shares of the Company’s common stock outstanding (on an as-converted basis) and such smaller amount as may be determined by the Board in its sole discretion. In addition, the maximum aggregate number of shares of common stock that may be subject to awards granted to any one participant during a calendar year is 2.0 million shares. The 2015 Plan provides that no stock option or stock appreciation right (even if vested) may be exercised prior to the earlier of August 1, 2018 or immediately prior to the consummation of a change in control of the Company that would result in an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended. In June 2007, the Company’s shareholders approved the 2007 Lakes Stock Option and Compensation Plan (the “2007 Plan”), which is authorized to grant a total of 1.25 million shares of the Company’s common stock. There were 732,117 stock options outstanding under the 2007 Plan as of September 30, 2015, all of which were fully vested. As of September 30, 2015, a total of 282,635 shares of the Company’s common stock remain available for grants of awards under the 2007 Plan. The Company also has a 1998 Stock Option and Compensation Plan. There were 12,500 stock options outstanding under this plan as of September 30, 2015. No additional options will be granted under this plan. Share-based compensation expense related to stock options for the three and nine months ended September 30, 2015 and September 28, 2014 were as follows: Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Share-based compensation $ 291 $ 67 $ 410 $ 210 The Company uses the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with employee incentive stock options, which requires the consideration of historical employee exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted-average risk-free interest rate and the weighted-average expected life of the options. 1,610,000 options were granted under the 2015 Plan during the three and nine months ended September 30, 2015 with a weighted-average grant date fair value of $3.72 per share. 3,000 and 11,000 options were granted under the 2007 Plan during the three and nine months ended September 28, 2014, respectively. The weighted-average grant date fair value of the stock options granted during the three and nine months ended September 28, 2014 was $3.98 and $4.65, respectively. The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2015 and September 28, 2014: Number of Common Shares Weighted Options Available Average Outstanding Exercisable for Grant Exercise Price 2015 Balance at December 28, 2014 755,617 616,792 276,635 $ 6.09 Authorized — 2,250,000 — Forfeited/cancelled/expired (6,000 ) 6,000 9.19 Exercised (5,000 ) — 8.05 Granted 1,610,000 (1,610,000 ) 9.05 Balance at September 30, 2015 2,354,617 744,617 922,635 $ 8.10 2014 Balance at December 29, 2013 798,171 585,769 263,424 $ 5.97 Forfeited/cancelled/expired (25,211 ) 24,211 5.19 Exercised (28,343 ) — 4.73 Granted 11,000 (11,000 ) 9.18 Balance at September 28, 2014 755,617 615,792 276,635 $ 6.09 As of September 30, 2015, the options outstanding had a weighted-average remaining contractual life of 7.6 years, weighted-average exercise price of $8.10 and an aggregate intrinsic value of $2.3 million. The options exercisable have a weighted-average remaining contractual life of 2.5 years, weighted-average exercise price of $6.05 and an aggregate intrinsic value of $2.3 million as of September 30, 2015. There were 2,500 and 5,000 options exercised during the three and nine months ended September 30, 2015, respectively. The total intrinsic value of options exercised during both the three and nine months ended September 30, 2015 was less than $0.1 million. There were 500 and 28,343 options exercised during the three and nine months ended September 28, 2014, respectively. The total intrinsic value of options exercised during the three and nine months ended September 28, 2014 was less than $0.1 million and $0.1 million, respectively. The Company’s unrecognized share-based compensation expense related to stock options was approximately $5.8 million as of September 30, 2015, which is expected to be recognized over a weighted-average period of 3.8 years. The Company issues new shares of common stock upon the exercise of options. |
Note 11 - Earnings (Loss) per S
Note 11 - Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 11. Net income (Loss) per Share of Common Stock For all periods, basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding and is calculated by dividing net income by the weighted-average of all common and potentially dilutive shares outstanding. Weighted-average shares related to potentially dilutive stock options of 616,968 and 221,667 for the three and nine months ended September 30, 2015, respectively, and 753,771 and 751,046 for the three and nine months ended September 28, 2014, respectively, were not used to compute diluted income (loss) per share because the effects would have been anti-dilutive. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 12. Income Taxes The Company’s effective tax rate was (109.6)% and 0 .0% for the nine months ended September 30, 2015 and September 28, 2014, respectively. For the nine months ended September 30, 2015, the effective tax rate differed from the federal tax rate of 35% due to a $12.7 million release of existing valuation allowance on deferred tax assets resulting from deferred tax liabilities assumed in the Merger, and the limitation of the income tax benefit due to the uncertainty of its future realization. For the nine months ended September 28, 2014, the effective tax rate differed from the federal tax rate of 35% due primarily to the limitation of the income tax benefit due to the uncertainty of its future realization. Income tax benefit was $12.7 million for the nine months ended September 30, 2015, which was attributed primarily to the income tax benefit recorded from the reversal of existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. There was no income tax benefit for the nine months ended September 28, 2014 because there was no remaining potential to carry back losses to prior years and future realization of the benefit was uncertain. In connection with the Merger, on July 31, 2015, the Company entered into a NOL Preservation Agreement with Lyle A. Berman (a director and shareholder of the Company), certain other shareholders of the Company affiliated with Mr. Berman and another director of the Company and the Sartini Trust. The NOL Preservation Agreement is intended to help minimize the risk of an “ownership change,” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, that would limit the Company’s ability to utilize its federal net operating loss carryforwards to offset future taxable income. The Company recorded income taxes receivable of $2.3 million and $2.2 million as of September 30, 2015 and December 28, 2014, respectively, primarily related to the Company’s ability to carry back 2012 taxable losses to a prior year and receive a refund of taxes previously paid. Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. Management has evaluated all available evidence and has determined that negative evidence continues to outweigh positive evidence for the realization of deferred tax assets, and as a result continues to provide a full valuation allowance against its deferred tax assets as of September 30, 2015. The Company is currently under IRS audit for the 2009 through 2013 tax years and the IRS has proposed certain adjustments to the tax filings for those years. However, the Company believes it is more likely than not that it will prevail in challenging the proposed adjustments and maintains that the positions taken were proper and supported by applicable laws and regulations. The Company does not believe, when resolved, that this dispute will have a material effect on its consolidated financial statements. However, an unexpected adverse resolution could have a material effect on the consolidated financial statements in a particular quarter or fiscal year. During the second quarter of 2015, the Company was notified by the State of California that their audit of the Company for the 2010 tax year had been completed and resulted in no adjustments. |
Note 13 - Financial Instruments
Note 13 - Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 13. Financial Instruments and Fair Value Measurements Overview Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value, and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The Company’s financial instruments consist of cash and cash equivalents, short-term investments, cost method investments, accounts payable and debt. For the Company’s cash and cash equivalents, accounts payable and current portion of long-term debt, the carrying amounts approximate fair value because of the short duration of these financial instruments. As of September 30, 2015 and December 28, 2014, the fair value of the Company’s long-term debt approximates the carrying value based upon the Company’s expected borrowing rate for debt with similar remaining maturities and comparable risk. Balances Measured at Fair Value on a Recurring Basis The following table shows certain of the Company’s financial instruments measured at fair value on a recurring basis using Level 2 inputs, as they are priced principally by independent pricing services using observable inputs: September 30, December 28, 2015 2014 (In thousands) Short-term investments Commercial paper $ — $ 23,984 Corporate bonds — 21,693 Certificates of deposit — 961 Balances Measured at Fair Value on a Non-recurring Basis Land, land improvements and building and improvements acquired in connection with the Company’s acquisition of Sartini Gaming during the third quarter of 2015 were measured using unobservable (Level 3) inputs at a fair value of $37.8 million. This fair value was calculated considering each of the three generally accepted valuation methodologies including the cost, the sales comparison and the income capitalization approaches. Significant inputs included consideration of highest and best use, replacement cost, recent transactions of comparable properties and the properties’ ability to generate future benefits (see also, Note 2, Merger with Sartini Gaming, Inc Leasehold improvements, furniture, fixtures and equipment, and construction in process acquired in connection with the Company’s acquisition of Sartini Gaming during the third quarter of 2015 were measured using unobservable (Level 3) inputs at a fair value of $46.3 million. This fair value was calculated with primary reliance on the cost approach with secondary consideration being placed on the market approach. Significant inputs included consideration of highest and best use, replacement cost and market comparables (see also Note 2, Merger with Sartini Gaming, Inc The identified intangible assets acquired in connection with the acquisition of Sartini Gaming during the third quarter of 2015 were measured using unobservable (Level 3) inputs at a fair value of $80.7 million (see also, Note 2, Merger with Sartini Gaming, Inc.). Trade names -from -royalty method under the income approach, which requires an estimate of a reasonable royalty rate, identification of relevant projected revenues and expenses, and the selection of an appropriate discount rate. Royalty rates of 1.0% to 2.5% were used in the valuations which gave consideration to third-party license agreements that involve trade names and trademarks that can be considered reasonably comparable, the age and profitability of the casinos, nature of the business and degree of competition, and a return on assets analysis to determine an implied royalty rate. Player r elationships Customer relationships Gaming l icense s Other intangible a ssets . The $0.5 million fair value of the software was determined based on the cost approach, which included estimates for fully burdened salaries and the number of hours needed to complete the software as it relates to the latest version of the software. The fair value of the non-compete agreements was determined based on the lost profits method under the income approach. A “With” scenario was based on projections, which assumed that the non-compete agreements were in place. In contrast, a “Without” scenario assumed the non-compete agreements did not exist and competition began immediately after consummation of the transaction. The difference in after-tax cash flows between the “With” and “Without” scenarios was calculated and then discounted to present value utilizing a 9.8% discount rate, which was based on the Company’s overall internal rate of return . A probability factor of 10.0% was applied to derive a fair value of $0.3 million for the non-compete agreements. Balances Disclosed at Fair Value The fair value of the Company’s cost method investment in Rock Ohio Ventures was estimated to be approximately $0.8 million as of December 28, 2014 based on the negotiated selling price of this investment. Effective January 25, 2015, the Company sold its investment in Rock Ohio Ventures for approximately $0.8 million (see Note 6, Cost Method Investments |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 14. Commitments and Contingencies Rocky Gap Lease Agreement In connection with the closing of the acquisition of Rocky Gap, the Company entered into a 40-year operating ground lease (the “Lease Agreement”) with the Maryland Department of Natural Resources for approximately 268 acres in the Rocky Gap State Park on which Rocky Gap is situated. The Lease Agreement contains an option to renew for 20 years after the initial 40-year term. From August 3, 2012 and until the casino opened for public play on May 22, 2013, rent in the form of surcharges was due and payable with a minimum annual payment of $150,000. From May 22, 2013 through the remaining term of the Lease Agreement, rent payments are due and payable annually in the amount of $275,000 plus 0.9% of any gross operator share of gaming revenue (as defined in the Lease Agreement) in excess of $275,000, and $150,000 plus any surcharge revenue in excess of $150,000. Surcharge revenue consists of amounts billed to and collected from guests equal to $3.00 per room per night and $1.00 per round of golf. Other Operating Leases The Company leases buildings, land and parking lot space, and equipment and vehicles under noncancelable operating leases. The original terms of the leases range from 1 to 15 years with various renewal options from 1 to 15 years. Operating lease rental expense, which is calculated on a straight-line basis, was approximately $2.3 million and $2.5 million for the three and nine months ended September 30, 2015, respectively. The Company has operating leases with related parties for certain of its tavern locations and its office headquarters building. See Note 16, Related Party Transactions Rent expense related to Rocky Gap, net of surcharge revenue, and rent expense associated with all other operating leases for the three and nine months ended September 30, 2015 and September 28, 2014 was as follows: Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Rent expense $ 2,329 $ 70 $ 2,505 $ 241 Future minimum lease payments as of September 30, 2015 are as follows: Remainder of 2015 2016 2017 2018 2019 2020 Thereafter (In thousands) Minimum lease payments $ 3,205 $ 11,531 $ 9,619 $ 8,063 $ 7,293 $ 6,976 $ 57,089 Employment Agreements The Company previously entered into employment agreements with certain former executives. The agreements provided for certain benefits to the executives, as well as severance if the executives were terminated without cause or due to a “constructive termination” as defined in the agreements. The severance amounts depended upon the term of the agreement and were up to two years of base salary and two years of bonus calculated as the average bonus earned in the previous two years. If such termination occurred within three years of a change of control as defined in the agreements by the Company without cause or due to a constructive termination, the executive was entitled to receive a lump sum payment equal to two times the annual base salary and bonus/incentive compensation along with insurance costs, 401(k) matching contributions and certain other benefits. In the event the executive’s employment terminated for any reason, including death, disability, expiration of an initial term, non-renewal by the Company with or without cause, by the executive with notice, or due to constructive termination, all unvested stock options would vest at the date of termination and remain exercisable for three years. As a result of the Merger, a total of approximately $2.2 million was paid to Lyle A. Berman, the former Chairman of the Board and Chief Executive Officer of the Company, and Timothy J. Cope, the former President and Chief Financial Officer of the Company, during the third quarter of 2015 under these employment agreements. See Note 17, Subsequent Events, Retention Bonus and Severance Agreements On March 30, 2015, the Company provided Retention Bonus and Severance Agreements (“Severance Agreements”) to 14 of its employees. These Severance Agreements were contingent upon the closing of the Merger. Pursuant to these Severance Agreements and upon the closing of the Merger, the Company recognized a charge of $2.8 million, representing cash payments and non-cash expenses related to accelerated stock option vesting, during the third quarter of 2015. Merger Costs The Company incurred a total of approximately $10.9 million in transaction-related costs associated with the Merger, which consist primarily of severance, financial advisor, legal, accounting and consulting costs . The Company incurred approximately $9.3 million and $10.6 million of transaction-related costs associated with the Merger during the three and nine months ended September 30, 2015, respectively. Shareholder Class Action Lawsuits On February 6, 2015, the Company, certain current and former members of the Company’s Board of Directors, LG Acquisition Corporation, Sartini Gaming and the Sartini Trust were named as defendants in three complaints filed in the District Court of the State of Minnesota, Fourth Judicial District in Hennepin County. The cases are captioned James Orr, individually and on behalf of all others similarly situated, as plaintiff, vs. Lakes Entertainment, Inc., LG Acquisition Corporation, Sartini Gaming, Inc., Lyle A. Berman, Timothy J. Cope, Larry C. Barenbaum, Neil I. Sell, Ray M. Moberg, and the Blake L. Sartini and Delise F. Sartini Family Trust, as defendants; Anthony Dacquisito, on behalf of himself and all others similarly situated, as plaintiff vs. Larry Barenbaum, Lyle Berman, Neil Sell, Ray Moberg, Timothy Cope, LG Acquisition Corporation, Sartini Gaming, Inc., and the Blake L. Sartini and Delise F. Sartini Family Trust, as defendants; and David Lehr and Pamela Lehr, as plaintiffs, individually and on behalf of all others similarly situated vs. Larry Barenbaum, Lyle Berman, Neil Sell, Ray Moberg, Timothy Cope, LG Acquisition Corporation, Sartini Gaming, Inc., and the Blake L. Sartini and Delise F. Sartini Family Trust, as defendants. These are purported shareholder class action lawsuits brought by certain of the Company’s shareholders on behalf of themselves and others similarly situated, alleging that in entering into the Merger, the defendants had breached their fiduciary duties of good faith, loyalty and due care, and/or have aided and abetted such breaches. The plaintiffs seek, among other things, attorney’s fees . On April 20, 2015, the plaintiffs filed an Amended Consolidated Class Action Complaint consolidating all pending actions arising out of the Merger. In response to the lawsuits, the Board of Directors appointed a special litigation committee (the “SLC”) pursuant to Minnesota law to investigate the claims alleged by the plaintiffs. On June 8, 2015, the judge in the matter denied the plaintiffs’ request for expedited proceedings and stayed the lawsuit until the conclusion of the SLC investigation and the issuance of its determinations. The SLC issued its report on October 13, 2015, in which it determined, among other matters, that the members of the Company’s Board of Directors properly discharged their fiduciary duties under Minnesota law and that the shareholder claims were without merit. The SLC report has been submitted to the District Court with a motion requesting that the Court dismiss the litigation. An unfavorable outcome in this lawsuit could result in substantial costs to the Company. It is also possible that other lawsuits may yet be filed and the Company cannot estimate any possible loss from this or future litigation at this time . Argovitz Demand for Arbitration On March 13, 2015, Jerry Argovitz (“Argovitz”) filed a Demand for Arbitration with the American Arbitration Association (“AAA”), alleging that the Company and/or its subsidiary Lakes Jamul, Inc. breached the terms of an agreement under which Argovitz retained certain rights to share in potential revenue from a gaming facility development project the Company (through its subsidiaries) pursued with the Jamul Indian Village (“JIV”). Argovitz alleges that the Company breached such agreement by failing to protect his alleged contractual rights when the Company restructured its contractual relationship with JIV over the course of its involvement in the project and/or by ultimately exercising its contractual right in March 2012 to terminate its involvement in the JIV project, which had not resulted in the successful opening of a gaming facility. Argovitz is seeking a declaration that , if the Jamul Casino opens, then the Company has an obligation to pay him $1 .0 million per year for up to seven years of operation of the Jamul Casino . The Company denies Argovitz’s allegations and is vigorously defending the case. On September 2, 2015, the three-member AAA arbitration panel denied the parties’ cross-motions for summary judgment. A two-day arbitration hearing is scheduled for January 5 and 6, 2016. Miscellaneous Legal Matters From time to time, the Company is involved in a variety of lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of business, including proceedings concerning labor and employment matters, personal injury claims, breach of contract claims, commercial disputes, business practices, intellectual property, tax and other matters. Although lawsuits, claims, investigations and other legal proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of its other current pending matters will not have a material adverse effect on its business, financial condition, results of operations or liquidity. Regardless of the outcome, legal proceedings can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period . |
Note 15 - Segment Information
Note 15 - Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 15 . Segment Information The Company’s segments reported below are the segments of the Company for which separate financial information is available and for which operating results are evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s Distributed Gaming segment involves the installation and operation of gaming devices in certain strategic, high-traffic, non-casino locations (such as grocery stores, convenience stores, restaurants, bars and taverns) in Nevada, and the operation of traditional, branded taverns targeting local patrons, primarily in Clark County, Nevada. The Distributed Gaming segment includes the results of operations and assets related to the Company’s operation of both the distributed gaming business and branded taverns . The Company’s Casinos segment includes results of operations and assets related to its three casinos in Pahrump, Nevada, as well as Rocky Gap in Flintstone, Maryland. The Corporate and Other segment includes the Company’s cash and cash equivalents, short-term investments, corporate overhead and formerly included the investment in Rock Ohio Ventures. Costs in the Corporate and Other segment have not been allocated to the other segments because these costs are not easily allocable and to do so would not be practical. Amounts in the Eliminations column represent the intercompany management fee for Rocky Gap. Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Three months ended September 30, 2015 Net revenues $ 40,331 $ 22,133 $ 598 $ (550 ) $ 62,512 Management fee revenue (expense) — (550 ) 550 — — Impairments and other losses — — — — — Depreciation and amortization expense (2,952 ) (1,882 ) (266 ) — (5,100 ) Income (loss) from operations 2,204 2,662 (12,618 ) — (7,752 ) Interest expense, net (28 ) (89 ) (863 ) — (980 ) Three months ended September 28, 2014 Net revenues $ — $ 15,887 $ 531 $ (488 ) $ 15,930 Management fee revenue (expense) — (488 ) 488 — — Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization expense — (838 ) (58 ) — (896 ) Income (loss) from operations — 1,744 (24,566 ) — (22,822 ) Interest expense, net — (294 ) 36 — (258 ) Nine months ended September 30, 2015 Net revenues $ 40,331 $ 50,138 $ 1,505 $ (1,367 ) $ 90,607 Management fee revenue (expense) — (1,367 ) 1,367 — — Impairments and other losses — — (682 ) — (682 ) Depreciation and amortization expense (2,952 ) (3,603 ) (304 ) — (6,859 ) Income (loss) from operations 2,204 4,635 (15,916 ) — (9,077 ) Interest expense, net (28 ) (626 ) (769 ) — (1,423 ) Nine months ended September 28, 2014 Net revenues $ — $ 42,241 $ 1,328 $ (1,222 ) $ 42,347 Management fee revenue (expense) — (1,222 ) 1,222 — — Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization expense — (2,441 ) (172 ) — (2,613 ) Income (loss) from operations — 2,739 (26,882 ) — (24,143 ) Interest expense, net — (913 ) 100 — (813 ) As of September 30, 2015 Total assets $ 216,479 $ 110,246 $ 18,653 $ — $ 345,378 Capital expenditures 816 1,689 377 — 2,882 As of December 28, 2014 Total assets $ — $ 35,688 $ 86,341 $ — $ 122,029 Capital expenditures — 4,345 171 — 4,516 |
Note 16 - Related Party Transac
Note 16 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 16. Related Party Transactions The Company leases its office headquarters building and one tavern location from a company 33% owned by Blake L. Sartini and leases three of its tavern locations from companies owned or controlled by Mr. Sartini or by a trust for the benefit of Mr. Sartini’s immediate family members for which Mr. Sartini serves as trustee. The lease for the Company’s office headquarters building expires July 31, 2025, and the leases for the tavern locations have remaining terms ranging from two to ten years. Additionally, a portion of the office headquarters building is sublet to companies owned or controlled by Mr. Sartini. Rent expense during each of the three and nine months ended September 30, 2015 was $0.2 million for the office headquarters building and $0.2 million for the tavern locations. Rental income during each of the three and nine months ended September 30, 2015 for the sublet portion of the office headquarters building was less than $0.1 million. Amounts payable under the leases for the tavern locations that were included in accounts payable as of September 30, 2015 were less than $0.1 million. No amounts were owed or due as of September 30, 2015 under the lease or sublet of the office headquarters building. Mr. Sartini serves as the Chairman of the Board, President and Chief Executive Officer of the Company and is co-trustee of the Sartini Trust , which is a significant shareholder of the Company. All of the lease agreements were in place prior to the consummation of the Merger . Three of the more than 670 distributed gaming locations in Nevada at which the Company’s gaming devices are located are owned in part by the spouse of Matthew W. Flandermeyer, who serves as Executive Vice President and Chief Financial Officer of the Company. Net revenues and gaming expenses recorded by the Company from the use of the Company’s gaming devices at these three locations were $0.23 million and $0.20 million, respectively, during each of the three and nine months ended September 30, 2015. The gaming expenses recorded by the Company represent amounts retained by the counterparty (with respect to the two locations that are subject to participation agreements) or paid to the counterparty (with respect to the location that is subject to a revenue share agreement) from the operation of the gaming devices. No amounts were owed related to these arrangements as of September 30, 2015. All of the agreements were in place prior to the consummation of the Merger . |
Note 17 - Subsequent Events
Note 17 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 17. Subsequent Events On October 1, 2015, the Company entered into at-will employment agreements with each of the Company’s executive officers. Under each employment agreement, in addition to the executive’s annual base salary, the executive is entitled to participate in the Company’s incentive compensation programs applicable to executive officers of the Company. The executives are also eligible to participate in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements. Each executive is also provided with other benefits as set forth in his employment agreement. In the event of a termination without “cause” or a “constructive termination” of the Company’s executive officers (as defined in their respective employment agreements), the Company could be liable for estimated severance payments of up to $6.2 million for Mr. Sartini, $1.8 million for Stephen A. Arcana, and $1.6 million for Mr. Flandermeyer (assuming each officer’s respective annual salary, target bonus opportunity and health benefit costs as of October 1, 2015 are the amounts in effect at the time of termination and excluding potential expense related to acceleration of stock options) . |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, please refer to the audited consolidated financial statements of the Company for the year ended December 28, 2014 and the notes thereto included in the Company’s Annual Report on Form 10-K previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented . Results for interim periods should not be considered indicative of the results to be expected for the full year. The Company’s consolidated financial statements include the assets, liabilities and results of operations of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. On October 28, 2015, the Company’s Board of Directors approved a change in the fiscal year of the Company from a 52- or 53-week fiscal year ending on the Sunday closest to December 31 of each year to a calendar fiscal year ending on December 31, effective as of the beginning of the third quarter of fiscal year 2015. As a result of this change, the Company’s quarters for fiscal year 2015 end on March 29, 2015, June 28, 2015, September 30, 2015 and December 31, 2015. Thereafter, the Company’s fiscal quarters will end on March 31, June 30, September 30 and December 31 of each year. Investments in unconsolidated investees, which were 20% or less owned and where the Company did not have the ability to significantly influence the operating or financial decisions of the entity, were accounted for under the cost method. See Note 6, Cost Method Investments . |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory . In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Debt . In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Note 2 - Merger with Sartini 24
Note 2 - Merger with Sartini Gaming, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Summary of Pre-Merger Values [Table Text Block] | Pre-Merger Value of Lakes Lakes % Pre-Merger Value of Sartini Gaming Sartini Gaming % Total Post-Closing Shares (1) Total Shares Issued in Connection with Merger (2) $ 135,050,464 63.2% $ 78,646,870 36.8% 22,368,603 8,229,908 Pre-Merger Value of Lakes Lakes % Pre-Merger Value of Sartini Gaming Sartini Gaming % Total Post-Closing Shares (1) Total Shares Issued in Connection with Merger (2) $ 134,615,083 62.6% $ 80,523,753 37.4% 22,592,260 8,453,565 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Amount Cash $ 25,539 Other current assets 16,534 Property and equipment 84,104 Intangible assets 80,700 Goodwill 90,639 Current liabilities (13,245 ) Warrant liability (3,435 ) Debt (190,587 ) Deferred tax liability (12,728 ) Other long-term liabilities (2,217 ) Total assumed purchase price $ 75,304 |
Property, Plant and Equipment Acquired [Table Text Block] | Remaining Useful Life (Years) Amount Assigned Land Not applicable $ 12,470 Land improvements 10 4,030 Building and improvements 25 21,310 Leasehold improvements 4 20,793 Furniture, fixtures and equipment 1 22,866 Construction in process Not applicable 2,635 Total property and equipment $ 84,104 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Remaining Useful Life (Years) Amount Assigned Trade names 10 $ 12,200 Player relationships 8 - 14 7,600 Customer relationships 13 - 16 59,200 Gaming licenses Indefinite 900 Other intangible assets 2 - 10 800 Total intangible assets $ 80,700 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Remainder of 2015 2016 2017 2018 2019 2020 Thereafter (In thousands) Estimated amortization expense $ 1,569 $ 6,274 $ 6,212 $ 6,124 $ 6,124 $ 6,124 $ 46,327 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands, except per share data) Pro forma combined net revenues $ 86,222 $ 83,332 $ 259,002 $ 251,842 Pro forma combined net income (loss) 8,651 (28,884 ) 3,306 (35,085 ) Pro forma combined net income (loss) per share: Basic $ 0.40 $ (1.34 ) $ 0.15 $ (1.62 ) Diluted $ 0.40 $ (1.34 ) $ 0.15 $ (1.62 ) Weighted average common shares outstanding: Basic 21,622 21,619 21,622 21,606 Diluted 21,622 21,619 21,622 21,606 |
Note 3 - Short-term Investmen25
Note 3 - Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | Amortized Fair Unrealized Cost Value Gain/(Loss) (In thousands) Commercial paper $ 23,982 $ 23,984 $ 2 Corporate bonds 21,717 21,693 (24 ) Certificates of deposit 961 961 — $ 46,660 $ 46,638 $ (22 ) |
Note 4 - Property and Equipme26
Note 4 - Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 28, 2015 2014 (In thousands) Building and site improvements $ 80,184 $ 27,905 Furniture and equipment 36,173 13,445 Construction in process 3,862 83 Property and equipment 120,219 41,433 Less: Accumulated depreciation (10,985 ) (8,694 ) Property and equipment, net $ 109,234 $ 32,739 |
Note 5 - Goodwill and Other I27
Note 5 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, December 28, 2015 2014 (In thousands) Goodwill $ 90,639 $ — Indefinite-lived intangible assets: Gaming licenses $ 900 $ — Finite-lived intangible assets: Trade names $ 12,200 $ — Less: Accumulated amortization (203 ) — 11,997 — Player relationships 7,600 — Less: Accumulated amortization (112 ) — 7,488 — Customer relationships 59,200 — Less: Accumulated amortization (697 ) — 58,503 — Gaming license 2,100 2,100 Less: Accumulated amortization (332 ) (225 ) 1,768 1,875 Other intangible assets 1,248 627 Less: Accumulated amortization (90 ) (223 ) 1,158 404 Total finite-lived intangible assets, net 80,914 2,279 Total intangible assets, net $ 81,814 $ 2,279 |
Note 8 - Debt (Tables)
Note 8 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, December 28, 2015 2014 (In thousands) Term Loan $ 120,000 $ — Revolving Credit Facility 25,000 — Rocky Gap Financing Facility — 11,691 Other long-term obligations 1,373 50 Total long-term debt 146,373 11,741 Less: Current portion (7,273 ) (1,368 ) Less: Unamortized debt discount — (1,432 ) Long-term debt, net of current portion and discount $ 139,100 $ 8,941 |
Note 9 - Promotional Allowanc29
Note 9 - Promotional Allowances (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Estimated Retail Value for Promotional Allowances [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Food and beverage $ 2,496 $ 127 $ 2,808 $ 373 Rooms 501 606 1,562 2,092 Other 71 57 160 105 Total promotional allowances $ 3,068 $ 790 $ 4,530 $ 2,570 |
Cost Of Promotional Allowances [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Food and beverage $ 914 $ 53 $ 1,052 $ 179 Rooms 143 146 452 502 Other 82 5 157 82 Total cost of promotional allowances $ 1,139 $ 204 $ 1,661 $ 763 |
Note 10 - Share-based Compens30
Note 10 - Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Activity [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Share-based compensation $ 291 $ 67 $ 410 $ 210 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Common Shares Weighted Options Available Average Outstanding Exercisable for Grant Exercise Price 2015 Balance at December 28, 2014 755,617 616,792 276,635 $ 6.09 Authorized — 2,250,000 — Forfeited/cancelled/expired (6,000 ) 6,000 9.19 Exercised (5,000 ) — 8.05 Granted 1,610,000 (1,610,000 ) 9.05 Balance at September 30, 2015 2,354,617 744,617 922,635 $ 8.10 2014 Balance at December 29, 2013 798,171 585,769 263,424 $ 5.97 Forfeited/cancelled/expired (25,211 ) 24,211 5.19 Exercised (28,343 ) — 4.73 Granted 11,000 (11,000 ) 9.18 Balance at September 28, 2014 755,617 615,792 276,635 $ 6.09 |
Note 13 - Financial Instrumen31
Note 13 - Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | September 30, December 28, 2015 2014 (In thousands) Short-term investments Commercial paper $ — $ 23,984 Corporate bonds — 21,693 Certificates of deposit — 961 |
Note 14 - Commitments and Con32
Note 14 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Rent Expense [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 28, September 30, September 28, 2015 2014 2015 2014 (In thousands) Rent expense $ 2,329 $ 70 $ 2,505 $ 241 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Remainder of 2015 2016 2017 2018 2019 2020 Thereafter (In thousands) Minimum lease payments $ 3,205 $ 11,531 $ 9,619 $ 8,063 $ 7,293 $ 6,976 $ 57,089 |
Note 15 - Segment Information (
Note 15 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Three months ended September 30, 2015 Net revenues $ 40,331 $ 22,133 $ 598 $ (550 ) $ 62,512 Management fee revenue (expense) — (550 ) 550 — — Impairments and other losses — — — — — Depreciation and amortization expense (2,952 ) (1,882 ) (266 ) — (5,100 ) Income (loss) from operations 2,204 2,662 (12,618 ) — (7,752 ) Interest expense, net (28 ) (89 ) (863 ) — (980 ) Three months ended September 28, 2014 Net revenues $ — $ 15,887 $ 531 $ (488 ) $ 15,930 Management fee revenue (expense) — (488 ) 488 — — Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization expense — (838 ) (58 ) — (896 ) Income (loss) from operations — 1,744 (24,566 ) — (22,822 ) Interest expense, net — (294 ) 36 — (258 ) Nine months ended September 30, 2015 Net revenues $ 40,331 $ 50,138 $ 1,505 $ (1,367 ) $ 90,607 Management fee revenue (expense) — (1,367 ) 1,367 — — Impairments and other losses — — (682 ) — (682 ) Depreciation and amortization expense (2,952 ) (3,603 ) (304 ) — (6,859 ) Income (loss) from operations 2,204 4,635 (15,916 ) — (9,077 ) Interest expense, net (28 ) (626 ) (769 ) — (1,423 ) Nine months ended September 28, 2014 Net revenues $ — $ 42,241 $ 1,328 $ (1,222 ) $ 42,347 Management fee revenue (expense) — (1,222 ) 1,222 — — Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization expense — (2,441 ) (172 ) — (2,613 ) Income (loss) from operations — 2,739 (26,882 ) — (24,143 ) Interest expense, net — (913 ) 100 — (813 ) As of September 30, 2015 Total assets $ 216,479 $ 110,246 $ 18,653 $ — $ 345,378 Capital expenditures 816 1,689 377 — 2,882 As of December 28, 2014 Total assets $ — $ 35,688 $ 86,341 $ — $ 122,029 Capital expenditures — 4,345 171 — 4,516 |
Note 2 - Merger with Sartini 34
Note 2 - Merger with Sartini Gaming, Inc. (Details Textual) - USD ($) | Jul. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | |
Sartini Gaming Acquisition [Member] | Common Stock [Member] | Post-Closing Adjustment [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 388,637 | ||||||||
Sartini Gaming Acquisition [Member] | Common Stock [Member] | Claims for Indemnifiable Losses [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 777,274 | ||||||||
Sartini Gaming Acquisition [Member] | Common Stock [Member] | To Holders of Warrants [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 457,172 | ||||||||
Sartini Gaming Acquisition [Member] | Common Stock [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,772,736 | ||||||||
Sartini Gaming Acquisition [Member] | Scenario, Forecast [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 8,453,565 | |||||||
Business Combination, Consideration Transferred | $ 77,400,000 | ||||||||
Business Acquisition, Share Price | $ 9.15 | ||||||||
Business Acquisition, Equity Interest Issued, Additional Number of Shares | 223,657 | ||||||||
Business Combination, Consideration Transferred, Adjustment | $ 2,100,000 | ||||||||
Sartini Gaming Acquisition [Member] | Sartini Gaming [Member] | |||||||||
Assets | $ 295,600,000 | $ 295,600,000 | $ 295,600,000 | ||||||
Sartini Gaming Acquisition [Member] | Minimum [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||||
Sartini Gaming Acquisition [Member] | Maximum [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 16 years | ||||||||
Sartini Gaming Acquisition [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | |||||||||
Sartini Gaming Acquisition [Member] | |||||||||
Business Combination, Acquisition Related Costs | 9,300,000 | $ 0 | 10,600,000 | $ 0 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [1] | 8,229,908 | |||||||
Business Combination, Consideration Transferred | $ 75,300,000 | ||||||||
Business Acquisition, Share Price | $ 9.15 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 75,304,000 | ||||||||
Revenue, Net | 45,500,000 | ||||||||
Net Income (Loss) Attributable to Parent | $ 2,300,000 | ||||||||
Payments for Repurchase of Warrants | $ 3,400,000 | ||||||||
Finite-Lived Intangible Assets [Member] | |||||||||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | 12,700,000 | $ 12,700,000 | |||||||
Issued to Sartini Gaming [Member] | Lakes Group [Member] | |||||||||
Common Stock, Shares, Issued | 457,172 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 4,400,000 | ||||||||
Minimum [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | ||||||||
Maximum [Member] | Customer Relationships [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 16 years | ||||||||
Computer Software, Intangible Asset [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||
Noncompete Agreements [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||
Term Loan [Member] | Credit Agreement [Member] | |||||||||
Debt Instrument, Face Amount | 120,000,000 | ||||||||
Credit Agreement [Member] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | ||||||||
Business Combination, Acquisition Related Costs | $ 9,300,000 | $ 10,600,000 | |||||||
Common Stock, Shares, Issued | 21,624,000 | 21,624,000 | 21,624,000 | 13,389,000 | |||||
Revenue, Net | $ 62,512,000 | 15,930,000 | $ 90,607,000 | 42,347,000 | |||||
Net Income (Loss) Attributable to Parent | 3,018,000 | $ (23,076,000) | 1,114,000 | $ (24,787,000) | |||||
Assets | $ 345,378,000 | $ 345,378,000 | 345,378,000 | $ 122,029,000 | |||||
Payments for Repurchase of Warrants | $ 3,435,000 | ||||||||
[1] | Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. |
Note 2 - Summary of Pre-Merger
Note 2 - Summary of Pre-Merger Values (Details) - USD ($) | Jul. 31, 2015 | Dec. 31, 2015 | |
Lakes Group [Member] | Scenario, Forecast [Member] | |||
Pre-Merger Value of Lakes | $ 134,615,083 | ||
Lakes % | 62.60% | ||
Lakes Group [Member] | |||
Pre-Merger Value of Lakes | $ 135,050,464 | ||
Lakes % | 63.20% | ||
Sartini Gaming [Member] | Scenario, Forecast [Member] | |||
Pre-Merger Value of Lakes | $ 80,523,753 | ||
Lakes % | 37.40% | ||
Sartini Gaming [Member] | |||
Pre-Merger Value of Lakes | $ 78,646,870 | ||
Lakes % | 36.80% | ||
Scenario, Forecast [Member] | Sartini Gaming Acquisition [Member] | |||
Total Post-Closing Shares (1) (in shares) | [1] | 22,592,260 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [2] | 8,453,565 | |
Sartini Gaming Acquisition [Member] | |||
Total Post-Closing Shares (1) (in shares) | [1] | 22,368,603 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | [2] | 8,229,908 | |
[1] | Calculated as the number of shares of the Company’s common stock outstanding immediately after the Merger (on a fully diluted basis, including shares issuable upon the exercise of outstanding in-the-money stock options). | ||
[2] | Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. |
Note 2 - Allocation of the Purc
Note 2 - Allocation of the Purchase Price (Details) $ in Thousands | Jul. 31, 2015USD ($) |
Sartini Gaming Acquisition [Member] | |
Cash | $ 25,539 |
Other current assets | 16,534 |
Property and equipment | 84,104 |
Amount Assigned | 80,700 |
Goodwill | 90,639 |
Current liabilities | (13,245) |
Warrant liability | (3,435) |
Debt | (190,587) |
Deferred tax liability | (12,728) |
Other long-term liabilities | (2,217) |
Total assumed purchase price | $ 75,304 |
Note 2 - Summary of Property an
Note 2 - Summary of Property and Equipment Acquired (Details) - Sartini Gaming Acquisition [Member] $ in Thousands | Jul. 31, 2015USD ($) |
Land [Member] | |
Property and equipment | $ 12,470 |
Land Improvements [Member] | |
Property and equipment | $ 4,030 |
Remaining Useful Life | 10 years |
Building and Building Improvements [Member] | |
Property and equipment | $ 21,310 |
Remaining Useful Life | 25 years |
Leasehold Improvements [Member] | |
Property and equipment | $ 20,793 |
Remaining Useful Life | 4 years |
Furniture and Fixtures [Member] | |
Property and equipment | $ 22,866 |
Remaining Useful Life | 1 year |
Construction in Progress [Member] | |
Property and equipment | $ 2,635 |
Property and equipment | $ 84,104 |
Note 2 - Summary of Intangible
Note 2 - Summary of Intangible Assets Acquired (Details) $ in Millions | Jul. 31, 2015USD ($) |
Sartini Gaming Acquisition [Member] | Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Amount Assigned | $ 12.2 |
Sartini Gaming Acquisition [Member] | Player Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Sartini Gaming Acquisition [Member] | Player Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 14 years |
Sartini Gaming Acquisition [Member] | Player Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | |
Amount Assigned | $ 7.6 |
Sartini Gaming Acquisition [Member] | Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Sartini Gaming Acquisition [Member] | Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 16 years |
Sartini Gaming Acquisition [Member] | Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | |
Amount Assigned | $ 59.2 |
Sartini Gaming Acquisition [Member] | Other Intangible Assets [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Sartini Gaming Acquisition [Member] | Other Intangible Assets [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Sartini Gaming Acquisition [Member] | Other Intangible Assets [Member] | |
Finite-Lived Intangible Asset, Useful Life | |
Amount Assigned | $ 0.8 |
Sartini Gaming Acquisition [Member] | Gaming License, Indefinite-Lived [Member] | |
Amount Assigned | 0.9 |
Sartini Gaming Acquisition [Member] | |
Amount Assigned | $ 80.7 |
Note 2 - Future Amortization Ex
Note 2 - Future Amortization Expense (Details) - Sartini Gaming Acquisition [Member] $ in Thousands | Sep. 30, 2015USD ($) |
Remainder of 2015 | $ 1,569 |
2,016 | 6,274 |
2,017 | 6,212 |
2,018 | 6,124 |
2,019 | 6,124 |
2,020 | 6,124 |
Thereafter | $ 46,327 |
Note 2 - Unaudited Pro Forma Co
Note 2 - Unaudited Pro Forma Condensed Consolidated Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Sartini Gaming Acquisition [Member] | ||||
Pro forma combined net income (loss) per share: | ||||
Basic (in dollars per share) | $ 0.40 | $ (1.34) | $ 0.15 | $ (1.62) |
Diluted (in dollars per share) | $ 0.40 | $ (1.34) | $ 0.15 | $ (1.62) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 21,622 | 21,619 | 21,622 | 21,606 |
Diluted (in shares) | 21,622 | 21,619 | 21,622 | 21,606 |
Pro forma combined net revenues | $ 86,222 | $ 83,332 | $ 259,002 | $ 251,842 |
Pro forma combined net income (loss) | $ 8,651 | $ (28,884) | $ 3,306 | $ (35,085) |
Note 3 - Short-term Investmen41
Note 3 - Short-term Investments (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 28, 2014 | |
Short-term Investments [Member] | |||
Other than Temporary Impairment Losses, Investments | $ 0 | $ 0 | |
Short-term Investments | $ 0 | $ 0 | $ 46,638,000 |
Note 3 - Short-term Investmen42
Note 3 - Short-term Investments (Details) $ in Thousands | 12 Months Ended |
Dec. 28, 2014USD ($) | |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | |
Amortized Cost | $ 23,982 |
Fair Value | 23,984 |
Unrealized Gain/(Loss) | 2 |
Corporate Bond Securities [Member] | |
Amortized Cost | 21,717 |
Fair Value | 21,693 |
Unrealized Gain/(Loss) | (24) |
Certificates of Deposit [Member] | |
Amortized Cost | 961 |
Fair Value | $ 961 |
Unrealized Gain/(Loss) | |
Amortized Cost | $ 46,660 |
Fair Value | 46,638 |
Unrealized Gain/(Loss) | $ (22) |
Note 4 - Property and Equipme43
Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Mar. 26, 2015 | Sep. 30, 2015 | Dec. 28, 2014 | |
Office Facility Located in Minnetonka Minnesota [Member] | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 4,700 | ||
Purchase and Sale Agreement Fees and Closing Costs | 300 | ||
Property, Plant and Equipment, Net | $ 4,800 | ||
Property, Plant and Equipment, Net | $ 109,234 | $ 32,739 | |
Impairment of Long-Lived Assets to be Disposed of | $ 400 |
Note 4 - Property, Plant and Eq
Note 4 - Property, Plant and Equipment, at Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 28, 2014 |
Building and Building Improvements [Member] | ||
Property plant and equipment gross | $ 80,184 | $ 27,905 |
Furniture and Fixtures [Member] | ||
Property plant and equipment gross | 36,173 | 13,445 |
Construction in Progress [Member] | ||
Property plant and equipment gross | 3,862 | 83 |
Property plant and equipment gross | 120,219 | 41,433 |
Less: Accumulated depreciation | (10,985) | (8,694) |
Property, Plant and Equipment, Net | $ 109,234 | $ 32,739 |
Note 5 - Goodwill and Other I45
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Amortization of Intangible Assets | $ 1.1 | $ 0.1 | $ 1.2 | $ 0.1 |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 28, 2014 |
Gaming License, Indefinite-Lived [Member] | ||
Indefinite-lived intangible assets: | ||
Gaming licenses | $ 900 | |
Trade Names [Member] | ||
Finite-lived intangible assets: | ||
Trade names | 12,200 | |
Less: Accumulated amortization | (203) | |
Finite-lived intangible assets, net | 11,997 | |
Player Relationships [Member] | ||
Finite-lived intangible assets: | ||
Trade names | 7,600 | |
Less: Accumulated amortization | (112) | |
Finite-lived intangible assets, net | 7,488 | |
Customer Relationships [Member] | ||
Finite-lived intangible assets: | ||
Trade names | 59,200 | |
Less: Accumulated amortization | (697) | |
Finite-lived intangible assets, net | 58,503 | |
Gaming License, Finite-Lived [Member] | ||
Finite-lived intangible assets: | ||
Trade names | 2,100 | $ 2,100 |
Less: Accumulated amortization | (332) | (225) |
Finite-lived intangible assets, net | 1,768 | 1,875 |
Other Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Trade names | 1,248 | 627 |
Less: Accumulated amortization | (90) | (223) |
Finite-lived intangible assets, net | 1,158 | $ 404 |
Goodwill | 90,639 | |
Finite-lived intangible assets, net | 80,914 | $ 2,279 |
Total intangible assets, net | $ 81,814 | $ 2,279 |
Note 6 - Cost Method Investme47
Note 6 - Cost Method Investments (Details Textual) - USD ($) | May. 22, 2013 | Jan. 25, 2015 | Mar. 29, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | Jan. 01, 2012 | Oct. 17, 2014 | Apr. 21, 2014 | Dec. 29, 2013 | Oct. 02, 2011 |
Rock Ohio Ventures [Member] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | |||||||||||
Cost Method Investments | $ 21,000,000 | |||||||||||
Cost Method Investments, Fair Value Disclosure | $ 0 | $ 0 | 800,000 | |||||||||
Cost-method Investments, Other than Temporary Impairment | $ 21,000,000 | |||||||||||
Payments for (Proceeds from) Investments | $ 800,000 | |||||||||||
Gain on Sale of Investments | $ 800,000 | |||||||||||
Dania Entertainment Holdings [Member] | Ownership Redeemed [Member] | ||||||||||||
Investment Owned, Percent of Net Assets | 20.00% | |||||||||||
Dania Entertainment Holdings [Member] | ||||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 65,500,000 | |||||||||||
Advances on Notes Receivable | $ 4,000,000 | |||||||||||
Investment Owned, Percent of Net Assets | 20.00% | |||||||||||
Notes, Loans and Financing Receivable, Net, Current | $ 0 | |||||||||||
Dania Entertainment Center [Member] | Ownership Redeemed [Member] | ||||||||||||
Investment Owned, Percent of Net Assets | 5.00% | |||||||||||
Dania Entertainment Center [Member] | Investment Sold [Member] | ||||||||||||
Cost Method Investments | $ 2,600,000 | |||||||||||
Dania Entertainment Center [Member] | Payments Received [Member] | ||||||||||||
Cost Method Investments | $ 1,400,000 | $ 1,000,000 | ||||||||||
Gain on Sale of Investments | $ 2,400,000 | |||||||||||
Dania Entertainment Center [Member] | Ownership Transfered [Member] | ||||||||||||
Investment Owned, Percent of Net Assets | 40.00% | |||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 2,882,000 | $ 4,464,000 |
Note 7 - Land Held for Sale (De
Note 7 - Land Held for Sale (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2012 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | May. 15, 2014 | |
Penn National [Member] | Option Agreement [Member] | |||||||
Annual Payment Option, Land Available for Development | $ 100,000 | $ 100,000 | |||||
Penn National [Member] | |||||||
Option Agreement Right to Purchase Land | 10 years | ||||||
Land Purchase Option | $ 5,500,000 | ||||||
Land [Member] | |||||||
Asset Impairment Charges | 0 | $ 0 | |||||
Assets Held-for-sale, Not Part of Disposal Group | $ 960,000 | 960,000 | |||||
Asset Impairment Charges | $ 20,997,000 | $ 682,000 | $ 20,997,000 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) - USD ($) | Jul. 31, 2015 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 29, 2013 | Sep. 30, 2015 | Sep. 28, 2014 | Oct. 31, 2013 | Dec. 28, 2014 | Dec. 28, 2014 | Dec. 30, 2012 |
Credit Agreement [Member] | Term Loan [Member] | Four Quarterly Payments [Member] | ||||||||||
Debt Instrument, Periodic Payment | $ 1,500,000 | |||||||||
Credit Agreement [Member] | Term Loan [Member] | Eight Quarterly Payments [Member] | ||||||||||
Debt Instrument, Periodic Payment | 2,250,000 | |||||||||
Credit Agreement [Member] | Term Loan [Member] | Four Quarterly Payment 2 [Member] | ||||||||||
Debt Instrument, Periodic Payment | 3,000,000 | |||||||||
Credit Agreement [Member] | Term Loan [Member] | Four Quarterly Payment 3 [Member] | ||||||||||
Debt Instrument, Periodic Payment | 4,500,000 | |||||||||
Credit Agreement [Member] | Term Loan [Member] | Final Installment [Member] | ||||||||||
Debt Instrument, Periodic Payment | 66,000,000 | |||||||||
Credit Agreement [Member] | Term Loan [Member] | ||||||||||
Debt Instrument, Face Amount | $ 120,000,000 | |||||||||
Long-term Debt | $ 120,000,000 | $ 120,000,000 | ||||||||
Credit Agreement [Member] | Federal Funds Effective Swap Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||
Credit Agreement [Member] | Eurodollar [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||
Credit Agreement [Member] | Minimum [Member] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||||
Credit Agreement [Member] | Maximum [Member] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||
Credit Agreement [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | |||||||||
Debt, Weighted Average Interest Rate | 3.00% | 3.00% | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 15,000,000 | $ 15,000,000 | ||||||||
Beneficial Ownership Threshold | 30.00% | |||||||||
Long-term Line of Credit | 25,000,000 | 25,000,000 | ||||||||
Financing Facility [Member] | Centennial Bank [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,500,000 | |||||||||
Repayments of Lines of Credit | $ 10,700,000 | |||||||||
Gains (Losses) on Extinguishment of Debt | $ (1,200,000) | |||||||||
Long-term Line of Credit | 0 | 0 | $ 11,700,000 | $ 11,700,000 | ||||||
Line of Credit Facility, Interest Rate During Period | 10.50% | 5.50% | ||||||||
Line of Credit Facility, Expiration Period | 7 years | |||||||||
Gains (Losses) on Restructuring of Debt | $ 1,700,000 | |||||||||
Fair Value of Debt Instrument Unamortized Discount | 2,000,000 | |||||||||
Debt Issuance Cost | $ 300,000 | |||||||||
Accretion of Discount | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | ||||||
Financing Facility [Member] | ||||||||||
Long-term Line of Credit | $ 11,691,000 | $ 11,691,000 | ||||||||
Long-term Debt | $ 146,373,000 | $ 146,373,000 | $ 11,741,000 | $ 11,741,000 | ||||||
Gains (Losses) on Extinguishment of Debt | $ (1,174,000) | $ (1,174,000) |
Note 8 - Long-term Debt (Detail
Note 8 - Long-term Debt (Details) - USD ($) | Sep. 30, 2015 | Dec. 28, 2014 |
Term Loan [Member] | Credit Agreement [Member] | ||
Long-term Debt | $ 120,000,000 | |
Credit Agreement [Member] | ||
Long-term Line of Credit | $ 25,000,000 | |
Financing Facility [Member] | ||
Long-term Line of Credit | $ 11,691,000 | |
Long-term Debt | $ 146,373,000 | 11,741,000 |
Other long-term obligations | 1,373,000 | 50,000 |
Less: Current portion | $ (7,273,000) | (1,368,000) |
Less: Unamortized debt discount | (1,432,000) | |
Long-term debt, net of current portion and discount | $ 139,100,000 | $ 8,941,000 |
Note 9 - Estimated Retail Value
Note 9 - Estimated Retail Value of Promotional Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Food and Beverage [Member] | ||||
Promotional Allowances | $ 2,496 | $ 127 | $ 2,808 | $ 373 |
Rooms [Member] | ||||
Promotional Allowances | 501 | 606 | 1,562 | 2,092 |
Other1 [Member] | ||||
Promotional Allowances | 71 | 57 | 160 | 105 |
Promotional Allowances | $ 3,068 | $ 790 | $ 4,530 | $ 2,570 |
Note 9 - Estimated Cost of Prov
Note 9 - Estimated Cost of Providing Promotional Allowances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Casino Expenses [Member] | ||||
Food and beverage | $ 914 | $ 53 | $ 1,052 | $ 179 |
Rooms | 143 | 146 | 452 | 502 |
Other | 82 | 5 | 157 | 82 |
Food and beverage | 6,824 | 1,366 | 9,143 | 3,589 |
Rooms | 270 | 226 | 643 | 509 |
Total cost of promotional allowances | $ 1,139 | $ 204 | $ 1,661 | $ 763 |
Note 10 - Share-based Compens53
Note 10 - Share-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Aug. 27, 2015 | Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | Dec. 29, 2013 | Jun. 30, 2007 |
Stock Option and Compensation Plan 1998 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 12,500 | 12,500 | ||||||
2015 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,610,000 | 1,610,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.72 | $ 3.72 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,250,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase | 1,800,000 | |||||||
Plan Shares Annual Increase Threshold, Percentage | 4.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Authorized per One Participant | 2,000,000 | |||||||
Stock Option and Compensation Plan of 2007 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 282,635 | 282,635 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,000 | 11,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.98 | $ 4.65 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,250,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 732,117 | 732,117 | ||||||
Employee Stock Option [Member] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 292 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 922,635 | 276,635 | 922,635 | 276,635 | 276,635 | 263,424 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,610,000 | 11,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,354,617 | 755,617 | 2,354,617 | 755,617 | 755,617 | 798,171 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 219 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 8.10 | $ 6.09 | $ 8.10 | $ 6.09 | $ 6.09 | $ 5.97 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 2.3 | $ 2.3 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 182 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 6.05 | $ 6.05 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 2.3 | $ 2.3 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,500 | 500 | 5,000 | 28,343 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 5.8 | $ 5.8 |
Note 10 - Share-based Compens54
Note 10 - Share-based Compensation Expense Related to Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Share-based compensation | $ 291 | $ 67 | $ 410 | $ 210 |
Note 10 - Stock Option Activity
Note 10 - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Balance (in shares) | 755,617 | 798,171 | ||
Balance (in shares) | 616,792 | 585,769 | ||
Balance (in shares) | 276,635 | 263,424 | ||
Balance (in dollars per share) | $ 6.09 | $ 5.97 | ||
Authorized (in shares) | 2,250,000 | |||
Forfeited/cancelled/expired (in shares) | (6,000) | (25,211) | ||
Forfeited/cancelled/expired (in shares) | 6,000 | 24,211 | ||
Exercised (in shares) | (2,500) | (500) | (5,000) | (28,343) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,610,000 | 11,000 | ||
Granted (in shares) | (1,610,000) | (11,000) | ||
Balance at September 30, 2015 (in shares) | 2,354,617 | 755,617 | 2,354,617 | 755,617 |
Balance at September 30, 2015 (in shares) | 744,617 | 615,792 | 744,617 | 615,792 |
Balance at September 30, 2015 (in shares) | 922,635 | 276,635 | 922,635 | 276,635 |
Balance at September 30, 2015 (in dollars per share) | $ 8.10 | $ 6.09 | $ 8.10 | $ 6.09 |
Forfeited/cancelled/expired (in shares) | (6,000) | (25,211) | ||
Forfeited/cancelled/expired (in shares) | 6,000 | 24,211 | ||
Forfeited/cancelled/expired (in dollars per share) | $ 5.19 | |||
Exercised (in dollars per share) | $ 4.73 | |||
Granted (in shares) | (1,610,000) | (11,000) | ||
Granted (in dollars per share) | $ 9.18 |
Note 11 - Earnings (Loss) per56
Note 11 - Earnings (Loss) per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 616,968 | 753,771 | 221,667 | 751,046 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | |
Deferred Tax Liabilities Assumed in Merger [Member] | |||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (12,700,000) | ||||
Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | Domestic Tax Authority [Member] | |||||
Income Tax Examination, Year under Examination | 2,009 | ||||
Latest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | Domestic Tax Authority [Member] | |||||
Income Tax Examination, Year under Examination | 2,013 | ||||
Tax Year 2010 [Member] | California Franchise Tax Board [Member] | State and Local Jurisdiction [Member] | |||||
Income Tax Examination, Year under Examination | 2,010 | ||||
Operating Loss Carryforwards | $ 0 | $ 0 | |||
Income Tax Expense (Benefit) | $ (12,874,000) | $ (12,702,000) | $ 0 | ||
Effective Income Tax Rate Reconciliation, Percent | (109.60%) | 0.00% | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
Income Taxes Receivable | $ 2,300,000 | $ 2,300,000 | |||
Income Taxes Receivable, Noncurrent | $ 2,155,000 |
Note 13 - Financial Instrumen58
Note 13 - Financial Instruments and Fair Value Measurements (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Jan. 25, 2015 | Sep. 30, 2015 | Dec. 28, 2014 | |
Land and Land Improvements [Member] | Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Property, Plant, and Equipment, Fair Value Disclosure | $ 37.8 | ||
Other Assets Acquired [Member] | Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Property, Plant, and Equipment, Fair Value Disclosure | $ 46.3 | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Trade Names [Member] | Minimum [Member] | |||
Royalty Rate | 1.00% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Trade Names [Member] | Maximum [Member] | |||
Royalty Rate | 2.50% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Trade Names [Member] | |||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 12.2 | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Player Relationships [Member] | Minimum [Member] | |||
Annual Attrition Rate | 10.00% | ||
Fair Value Inputs, Discount Rate | 12.00% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Player Relationships [Member] | Maximum [Member] | |||
Annual Attrition Rate | 20.00% | ||
Fair Value Inputs, Discount Rate | 13.00% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Player Relationships [Member] | |||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 7.6 | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Customer Relationships [Member] | Minimum [Member] | |||
Annual Attrition Rate | 5.00% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Customer Relationships [Member] | Maximum [Member] | |||
Annual Attrition Rate | 12.50% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Customer Relationships [Member] | |||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 59.2 | ||
Fair Value Inputs, Discount Rate | 11.00% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Computer Software, Intangible Asset [Member] | |||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 0.5 | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Noncompete Agreements [Member] | |||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 0.3 | ||
Fair Value Inputs, Discount Rate | 9.80% | ||
Fair Value Input, Probability Factor | 10.00% | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Gaming License, Indefinite-Lived [Member] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | $ 0.9 | ||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Finite and Indefinite-lived Intangible Assets, Excluding Goodwill, Fair Value Disclosure | $ 80.7 | ||
Rock Ohio Ventures [Member] | |||
Cost Method Investments, Fair Value Disclosure | $ 0.8 | ||
Payments for (Proceeds from) Investments | $ 0.8 |
Note 13 - Estimated Fair Value
Note 13 - Estimated Fair Value of Financial Instruments, Current Year (Details) - USD ($) | Sep. 30, 2015 | Dec. 28, 2014 |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair value | $ 0 | $ 23,984,000 |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | ||
Fair value | 23,984,000 | |
Corporate Bond Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair value | 0 | 21,693,000 |
Corporate Bond Securities [Member] | ||
Fair value | 21,693,000 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair value | $ 0 | 961,000 |
Certificates of Deposit [Member] | ||
Fair value | 961,000 | |
Fair value | $ 46,638,000 |
Note 14 - Commitments and Con60
Note 14 - Commitments and Contingencies (Details Textual) | Mar. 13, 2015USD ($) | Sep. 30, 2015USD ($)a | Sep. 28, 2014USD ($) | Sep. 30, 2015USD ($)a | Sep. 28, 2014USD ($) | May. 22, 2013USD ($) | Sep. 30, 2015USD ($)a |
Rocky Gap State Park [Member] | Maryland DNR [Member] | Gaming Revenue [Member] | |||||||
Operating Leases, Rent Expense | $ 275,000 | ||||||
Operating Leases, Income Statement, Percent Revenue, Percent | 0.90% | ||||||
Operating Lease, LeaseTerms, Base Revenue | $ 275,000 | ||||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Surcharge Revenue [Member] | |||||||
Operating Leases, Rent Expense | 150,000 | ||||||
Operating Lease, LeaseTerms, Base Revenue | 150,000 | ||||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Per Room Per Night [Member] | |||||||
Operating Leases, Surcharge Revenue, Per Unit | 3 | ||||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Per Round Of Golf [Member] | |||||||
Operating Leases, Surcharge Revenue, Per Unit | $ 1 | ||||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 40 years | ||||||
Area of Real Estate Property | a | 268 | 268 | 268 | ||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 20 years | ||||||
Operating Leases, Rent Expense | $ 150,000 | ||||||
Minimum [Member] | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 1 year | ||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 1 year | ||||||
Maximum [Member] | |||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 15 years | ||||||
Former CEO and CFO [Member] | |||||||
Severance Costs | $ 2,200,000 | ||||||
Arbitration, Argovitz Vs. the Company [Member] | |||||||
Loss Contingency, Damages Sought, Value per year | $ 1,000,000 | ||||||
Loss Contingency, Damages Sought, Term | 7 years | ||||||
Operating Leases, Rent Expense | 2,329,000 | $ 70,000 | $ 2,505,000 | $ 241,000 | |||
Severance Costs | 2,800,000 | ||||||
Business Acquisition, Transaction Costs | 10,900,000 | 10,900,000 | $ 10,900,000 | ||||
Business Combination, Acquisition Related Costs | $ 9,300,000 | $ 10,600,000 |
Note 14 - Rent Expense Related
Note 14 - Rent Expense Related (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Operating Leases, Rent Expense | $ 2,329 | $ 70 | $ 2,505 | $ 241 |
Note 14 - Future Minimum Paymen
Note 14 - Future Minimum Payments for Operating Lease (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Minimum lease payments, Remainder of 2015 | $ 3,205 |
Minimum lease payments, 2016 | 11,531 |
Minimum lease payments, 2017 | 9,619 |
Minimum lease payments, 2018 | 8,063 |
Minimum lease payments, 2019 | 7,293 |
Minimum lease payments, 2020 | 6,976 |
Minimum lease payments, Thereafter | $ 57,089 |
Note 15 - Assets and Operations
Note 15 - Assets and Operations of Report Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | |
Distributed Gaming [Member] | Operating Segments [Member] | |||||
Revenue, Net | $ 40,331 | $ 40,331 | |||
Management fee revenue (expense) | |||||
Impairments and other losses | |||||
Depreciation and amortization expense | $ (2,952) | $ (2,952) | |||
Income (loss) from operations | 2,204 | 2,204 | |||
Interest expense, net | (28) | (28) | |||
Assets | 216,479 | 216,479 | |||
Capital expenditures | 816 | ||||
Casinos [Member] | Operating Segments [Member] | |||||
Revenue, Net | 22,133 | $ 15,887 | 50,138 | $ 42,241 | |
Management fee revenue (expense) | $ (550) | $ (488) | $ (1,367) | $ (1,222) | |
Impairments and other losses | |||||
Depreciation and amortization expense | $ (1,882) | $ (838) | $ (3,603) | $ (2,441) | |
Income (loss) from operations | 2,662 | 1,744 | 4,635 | 2,739 | |
Interest expense, net | (89) | (294) | (626) | (913) | |
Assets | 110,246 | 110,246 | $ 35,688 | ||
Capital expenditures | 1,689 | 4,345 | |||
Corporate, Non-Segment [Member] | |||||
Revenue, Net | 598 | 531 | 1,505 | 1,328 | |
Management fee revenue (expense) | $ 550 | 488 | 1,367 | 1,222 | |
Impairments and other losses | (20,997) | (682) | (20,997) | ||
Depreciation and amortization expense | $ (266) | (58) | (304) | (172) | |
Income (loss) from operations | (12,618) | (24,566) | (15,916) | (26,882) | |
Interest expense, net | (863) | 36 | (769) | 100 | |
Assets | 18,653 | 18,653 | 86,341 | ||
Capital expenditures | 377 | $ 171 | |||
Consolidation, Eliminations [Member] | |||||
Revenue, Net | $ (550) | $ (488) | $ (1,367) | $ (1,222) | |
Management fee revenue (expense) | |||||
Impairments and other losses | |||||
Depreciation and amortization expense | |||||
Income (loss) from operations | |||||
Interest expense, net | |||||
Assets | |||||
Capital expenditures | |||||
Revenue, Net | $ 62,512 | $ 15,930 | $ 90,607 | $ 42,347 | |
Management fee revenue (expense) | |||||
Impairments and other losses | $ (20,997) | $ (682) | $ (20,997) | ||
Depreciation and amortization expense | $ (5,100) | (896) | (6,859) | (2,613) | |
Income (loss) from operations | (7,752) | (22,822) | (9,077) | (24,143) | |
Interest expense, net | (980) | $ (258) | (1,423) | $ (813) | |
Assets | $ 345,378 | 345,378 | $ 122,029 | ||
Capital expenditures | $ 2,882 | $ 4,516 |
Note 16 - Related Party Trans64
Note 16 - Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 28, 2014 | Sep. 30, 2015 | Sep. 28, 2014 | |
Mr. Sartini [Member] | Office Headquarters Lease [Member] | |||||
Due to Related Parties | $ 0 | $ 0 | $ 0 | ||
Related Party Transaction, Amounts of Transaction | 200,000 | ||||
Percentage of Counterparty Ownership by Related Party | 33.00% | ||||
Mr. Sartini [Member] | Tavern Leases [Member] | Minimum [Member] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 2 years | ||||
Mr. Sartini [Member] | Tavern Leases [Member] | Maximum [Member] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | ||||
Mr. Sartini [Member] | Tavern Leases [Member] | Accounts Payable [Member] | |||||
Due to Related Parties | 100,000 | 100,000 | $ 100,000 | ||
Mr. Sartini [Member] | Tavern Leases [Member] | |||||
Due to Related Parties | 100,000 | 100,000 | 100,000 | ||
Related Party Transaction, Amounts of Transaction | 200,000 | 200,000 | |||
Mr. Sartini [Member] | Leases [Member] | |||||
Related Party Transaction, Amounts of Transaction | 200,000 | ||||
Spouse of Matthew W. Flandermeyer [Member] | Gaming Services In Three Nevada Locations [Member] | |||||
Casino Expenses | 200,000 | 200,000 | |||
Casino Revenue | 230,000 | 230,000 | |||
Spouse of Matthew W. Flandermeyer [Member] | |||||
Due to Related Parties | 0 | $ 0 | $ 0 | ||
Minimum [Member] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 1 year | ||||
Maximum [Member] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||||
Casino Expenses | 35,661,000 | $ 6,841,000 | $ 48,284,000 | $ 19,208,000 | |
Casino Revenue | $ 52,336,000 | $ 12,072,000 | $ 74,746,000 | $ 33,460,000 |
Note 17 - Subsequent Events (De
Note 17 - Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions | Oct. 01, 2015USD ($) |
Mr. Sartini [Member] | |
Liability Contingency, Estimated Severance Payments | $ 6.2 |
Stephen Arcana [Member] | |
Liability Contingency, Estimated Severance Payments | 1.8 |
Matthew W. Flandermeyer [Member] | |
Liability Contingency, Estimated Severance Payments | $ 1.6 |