Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jun. 28, 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) | 22,002,996 | ||
Entity Public Float | $ 89,897,007 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 28, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 69,177,000 | $ 35,416,000 |
Short-term investments | 0 | 46,638,000 |
Accounts receivable, net of allowance for doubtful accounts of $0.4 million as of December 31, 2015 | 3,033,000 | $ 622,000 |
Income taxes receivable | 2,078,000 | |
Prepaid expenses | 6,803,000 | $ 760,000 |
Other | 2,553,000 | 425,000 |
Total current assets | 83,644,000 | 83,861,000 |
Property and equipment | 128,127,000 | 41,433,000 |
Accumulated depreciation | (13,818,000) | (8,694,000) |
Property and equipment, net | 114,309,000 | $ 32,739,000 |
Other assets | ||
Goodwill | 96,288,000 | |
Customer relationships, net | 57,456,000 | |
Other intangible assets, net | 23,368,000 | $ 2,279,000 |
Land held for sale | $ 960,000 | 1,000,000 |
Land held for development | 960,000 | |
Income taxes receivable | 2,155,000 | |
Other | $ 2,759,000 | 35,000 |
Total other assets | 180,831,000 | 5,429,000 |
Total assets | 378,784,000 | 122,029,000 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current portion of long-term debt, net of discount | 9,180,000 | 1,368,000 |
Accounts payable | 8,237,000 | 482,000 |
Accrued taxes, other than income taxes | 831,000 | 439,000 |
Accrued payroll and related | 3,494,000 | 1,573,000 |
Deposits | 128,000 | 131,000 |
Other accrued expenses | 3,476,000 | 1,479,000 |
Total current liabilities | 25,346,000 | 5,472,000 |
Long-term debt, net of current portion and discount | 139,455,000 | $ 8,941,000 |
Debt issuance costs, net | (2,537,000) | |
Deferred taxes | 4,471,000 | |
Other long-term obligations | 1,564,000 | |
Total liabilities | $ 168,299,000 | $ 14,413,000 |
Commitments and contingencies (Note 17) | ||
Shareholders' equity | ||
Common stock, $.01 par value; authorized 100,000 shares; 21,868 and 13,389 common shares issued and outstanding as of December 31, 2015 and December 28, 2014, respectively | $ 353,000 | $ 268,000 |
Additional paid-in capital | 283,857,000 | 205,615,000 |
Accumulated deficit | $ (73,725,000) | (98,245,000) |
Accumulated other comprehensive loss | (22,000) | |
Total shareholders' equity | $ 210,485,000 | 107,616,000 |
Total liabilities and shareholders' equity | $ 378,784,000 | $ 122,029,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Millions | Dec. 31, 2015 | Dec. 28, 2014 |
Accounts receivable, allowance for doubtful accounts | $ 0.4 | |
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) | 21,868 | 13,389 |
Common stock, shares outstanding (in shares) | 21,868 | 13,389 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Revenues | |||
Gaming | $ 148,447 | $ 43,458 | $ 22,673 |
Food and beverage | 25,584 | 6,157 | 3,775 |
Rooms | $ 6,814 | $ 6,289 | 4,096 |
Management fees | 7,762 | ||
Other operating | $ 5,079 | $ 2,452 | 1,620 |
Gross revenues | 185,924 | 58,356 | 39,926 |
Less: Promotional allowances | (8,882) | (3,184) | (1,136) |
Net revenues | 177,042 | 55,172 | 38,790 |
Expenses | |||
Casino Expenses | 98,268 | 25,031 | 13,470 |
Food and beverage | 19,373 | 4,771 | 3,758 |
Rooms | 968 | 694 | 863 |
Other operating | 2,260 | 1,419 | 1,420 |
Selling, general and administrative | 38,708 | 22,084 | $ 19,332 |
Merger expenses | 11,525 | $ 482 | |
Recovery of impairment on notes receivable | (23,590) | $ (17,382) | |
Gain on sale of cost method investment | $ (750) | $ (2,391) | |
Charges related to arbitration award | $ 2,530 | ||
Gain on extinguishment of operating obligations | $ (3,752) | ||
Asset Impairment Charges | $ 682 | $ 20,997 | 3,356 |
Other, net | 437 | (7) | 1,327 |
Depreciation and amortization | 10,798 | 3,513 | 2,989 |
Total expenses | 158,679 | 79,123 | 25,381 |
Income (loss) from operations | 18,363 | (23,951) | 13,409 |
Other income (expense) | |||
Interest income | 82 | 151 | 4,803 |
Interest expense | (2,810) | $ (1,209) | $ (1,244) |
Loss on extinguishment of debt | $ (1,174) | ||
Gain on modification of debt | $ 1,658 | ||
Other, net | $ 90 | $ 164 | 25 |
Total other income (expense) | (3,812) | (894) | 5,242 |
Income (loss) before income tax benefit | 14,551 | $ (24,845) | $ 18,651 |
Income tax benefit | 9,969 | ||
Net income (loss) | 24,520 | $ (24,845) | $ 18,651 |
Other comprehensive income (loss) | 22 | (22) | |
Comprehensive income (loss) | $ 24,542 | $ (24,867) | $ 18,651 |
Weighted-average common shares outstanding | |||
Basic (in shares) | 16,878 | 13,379 | 13,242 |
Dilutive impact of stock options (in shares) | 225 | 103 | |
Diluted (in shares) | 17,103 | 13,379 | 13,345 |
Net income (loss) per share | |||
Basic (in dollars per share) | $ 1.45 | $ (1.86) | $ 1.41 |
Diluted (in dollars per share) | $ 1.43 | $ (1.86) | $ 1.40 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balances (in shares) at Dec. 30, 2012 | 26,441,000 | ||||
Balances at Dec. 30, 2012 | $ 264 | $ 203,964 | $ (92,051) | $ 112,177 | |
Proceeds from issuance of stock on options exercised (in shares) | 280,000 | 140,236 | |||
Proceeds from issuance of stock on options exercised | $ 3 | 770 | $ 773 | ||
Effect of share-based compensation | 478 | 478 | |||
Net income (loss) | 18,651 | 18,651 | |||
Balances (in shares) at Dec. 29, 2013 | 26,721,000 | ||||
Balances at Dec. 29, 2013 | $ 267 | 205,212 | (73,400) | $ 132,079 | |
Other comprehensive income (loss) | |||||
Proceeds from issuance of stock on options exercised (in shares) | 56,000 | 28,343 | |||
Proceeds from issuance of stock on options exercised | $ 1 | 133 | $ 134 | ||
Effect of share-based compensation | 270 | 270 | |||
Net income (loss) | (24,845) | (24,845) | |||
Balances (in shares) at Dec. 28, 2014 | 13,389,000 | ||||
Balances at Dec. 28, 2014 | $ 268 | 205,615 | $ (22) | (98,245) | 107,616 |
Other comprehensive income (loss) | (22) | $ (22) | |||
Effect of reverse stock split (in shares) | (13,388,000) | ||||
Proceeds from issuance of stock on options exercised (in shares) | 25,000 | 25,088 | |||
Proceeds from issuance of stock on options exercised | 168 | $ 168 | |||
Effect of share-based compensation | 809 | 809 | |||
Net income (loss) | 24,520 | 24,520 | |||
Balances (in shares) at Dec. 31, 2015 | 21,868,000 | ||||
Balances at Dec. 31, 2015 | $ 353 | 283,857 | (73,725) | 210,485 | |
Other comprehensive income (loss) | $ 22 | 22 | |||
Effect of Merger (in shares) | 8,454,000 | ||||
Effect of Merger | $ 85 | 77,265 | 77,350 | ||
Balances (in shares) at Dec. 31, 2015 | 21,868,000 | ||||
Balances at Dec. 31, 2015 | $ 353 | $ 283,857 | $ (73,725) | $ 210,485 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Cash flows from operating activities | |||
Net income (loss) | $ 24,520 | $ (24,845) | $ 18,651 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 10,798 | 3,513 | 2,989 |
Amortization of debt issuance costs and accretion of debt discount | 525 | 503 | 621 |
Accretion and amortization of discounts and premiums on short-term investments | 240 | 276 | (3,782) |
Share-based compensation | 809 | 270 | 478 |
Other, net | 303 | $ (7) | $ 143 |
Loss on extinguishment of debt | $ 1,174 | ||
Gain on modification of debt | $ (1,658) | ||
Gain on extinguishment of operating obligations | (3,752) | ||
Recovery of impairment on notes receivable | $ (23,590) | (17,382) | |
Impairments and other losses | 682 | $ 20,997 | $ 3,356 |
Deferred income taxes | (10,216) | ||
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed from acquisition: | |||
Accounts receivable | 1,033 | $ 3,983 | |
Prepaids | 2,035 | ||
Income taxes receivable | 77 | $ 6 | |
Other current assets | 371 | $ 84 | (789) |
Accrued taxes, other than income taxes | 6 | (23) | 445 |
Accounts payable and other accrued expenses | 900 | 517 | 221 |
Net cash provided by operating activities | 9,342 | $ 1,285 | $ 3,530 |
Cash flows from investing activities | |||
Proceeds from business combination | 25,539 | ||
Purchase of short-term investments | (25,137) | $ (73,886) | $ (57,398) |
Proceeds from sales of short-term investments | (36,182) | (5,543) | |
Proceeds from maturities of short-term investments | $ 35,175 | $ 70,389 | $ 8,253 |
Payments to acquire investment in unconsolidated investee | (836) | ||
Purchase of property and equipment | $ (7,946) | $ (4,516) | (20,695) |
Proceeds from the sale of assets | 4,413 | $ 258 | 25 |
Collection on notes receivable | 23,590 | 59,253 | |
Changes in other assets | (1,767) | $ 67 | 348 |
Net cash provided by (used in) investing activities | 90,049 | (2,145) | (11,050) |
Cash flows from financing activities | |||
Repayments of borrowings | (204,560) | $ (1,755) | (191) |
Proceeds from borrowings | 145,000 | 13,688 | |
Proceeds from issuance of common stock | 168 | $ 134 | $ 773 |
Payments for debt issuance costs | (2,803) | ||
Warrant repurchase | $ (3,435) | ||
Other | $ (1,333) | ||
Net cash provided by (used in) financing activities | $ (65,630) | $ (1,621) | 12,937 |
Cash and cash equivalents | |||
Net increase (decrease) for the period | 33,761 | (2,481) | 5,417 |
Balance, beginning of period | 35,416 | 37,897 | 32,480 |
Balance, end of period | 69,177 | 35,416 | 37,897 |
Supplemental cash flow disclosures | |||
Interest | 2,321 | $ 701 | $ 678 |
Income taxes | $ 170 | ||
Non-cash investing and financing activities | |||
Capital expenditures in accounts payable and accrued expenses | $ 25 | $ 477 | |
Notes payable issued for property and equipment | $ 2,838 | ||
Common stock issued in connection with acquisition | $ 77,350 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Nature of Business 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 3, Merger with Sartini Gaming, Inc. The Company’s Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain strategic, high-traffic, non-casino locations (such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores), and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Company’s Casinos segment consists of the Rocky Gap Casino Resort in Flintstone, Maryland (“Rocky Gap”) and three casinos in Pahrump, Nevada. In January 2016, the Company completed the acquisition of approximately 1,000 gaming devices from a distributed gaming operator in Montana, as well as certain other non-gaming assets and the right to operate within certain locations; see Note 21, Subsequent Events On October 28, 2015, the Company’s Board of Directors approved a change in the Company’s fiscal year from a 52- or 53-week fiscal year ending on the Sunday closest to December 31 of each year to a calendar year ending on December 31, effective as of the beginning of the third quarter of 2015. As a result of this change, the Company’s fiscal quarters for 2015 ended on March 29, 2015, June 28, 2015, September 30, 2015 and December 31, 2015. Beginning January 1, 2016, the Company’s fiscal quarters end on March 31, June 30, September 30 and December 31. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates also include preliminary estimates of values assigned to assets acquired and liabilities assumed in connection with the Merger, including conclusions of useful lives, separate entity values and underlying valuation metrics and methods. These preliminary estimates could change significantly during the measurement period which can remain open for up to one year after the closing date of the Merger . See Note 3, Merger with Sartini Gaming, Inc., Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Investments in unconsolidated investees, which are 20% or less owned and where the Company does not have the ability to significantly influence the operating or financial decisions of the entity, are accounted for under the cost method. As of December 31, 2015, the Company did not have any investments in unconsolidated investees or any significant variable interests in variable interest entities. See Note 8, Cost Method Investments Effective September 10, 2014, the Company implemented a 1-for-2 reverse split of its common stock where each two shares of issued and outstanding common stock were converted into one share of common stock. The reverse split reduced the number of shares of the Company’s common stock outstanding from approximately 26.8 million to 13.4 million. The par value of the common stock remains at $0.01 per share and the number of authorized shares of common stock decreased from 200 million to 100 million. Proportional adjustments were also made to the Company’s outstanding stock options. All share information presented in this Annual Report on Form 10-K gives effect to the reverse stock split. 42 Cash and Cash Equivalents Cash and cash equivalents include highly-liquid investments with original maturities of three months or less. Although these balances may at times exceed the federal insured deposit limit, the Company believes such risk is mitigated by the quality of the institution holding such deposit. Short-Term Investments and Concentrations of Credit Risk Short-term investments consist of commercial paper, corporate bonds and certificates of deposit which are classified as available-for-sale securities and are valued at current market value, with the resulting unrealized gains and losses, if any, excluded from earnings and reported, net of tax, as a separate component of shareholders' equity until realized. The Company’s investments in certificates of deposit have been federally-insured. Any investments in commercial paper and corporate bonds carry a rating by one or more of the nationally recognized statistical rating organizations. Any change in such rating agencies’ approach to evaluating credit and assigning an opinion could negatively impact the fair value of existing investments the Company owns at the time of such change. Any impairment loss to reduce an investment's carrying amount to its fair market value is recognized in income when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other-than-temporary. Inventory Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or market. Cost is determined using the average cost inventory method. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. A significant amount of the Company’s property and equipment was acquired through the Merger and therefore was initially recognized at fair value on July 31, 2015. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Building and site improvements (years) 5 - 40 Furniture and equipment (years) 1 - 15 Leasehold improvements (years) 1 - 28 The Company owns parcels of land, including land currently held for sale. The Company performs an impairment analysis on the land it owns at least quarterly to determine if an impairment has occurred. Gaming Licenses The Company’s gaming licenses represent costs incurred to acquire the rights to conduct gaming in the states of Maryland, Montana and Nevada and have been recorded as intangible assets. The Maryland gaming license associated with Rocky Gap is subject to amortization as it has a finite life of 15 years. Amortization of the Rocky Gap gaming license began on the date the gaming facility opened for public play in May 2013. The Company considers its Nevada and Montana gaming licenses to be indefinite-lived intangible assets that are not subject to amortization. The Company evaluates the intangible assets for impairment on at least a quarterly basis. Rewards Programs The Company has established a Rewards Club promotional program at Rocky Gap to encourage repeat business from frequent customers and patrons. Rewards Club casino player relationships represent loyalty program members who earn points based on play and amounts spent on the purchase of rooms, food, beverage and resort activities, which points are redeemable for complimentary slot play and free goods and services at Rocky Gap’s hotel, restaurants, spa and golf course. The Company also offers a Gold Mine Rewards promotional program at its Nevada casinos to encourage repeat business from frequent customers and patrons. The close proximity of the Company’s three Nevada casino properties allows it to leverage the convenience of a one-card player rewards system, where reward points and other benefits can be earned and redeemed across all three of the Company’s Nevada casinos via a single card. Gold Mine Rewards 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. 43 In its Distributed Gaming segment, the Company also offers a Golden Rewards promotional program for its taverns. Golden Rewards tavern player relationships represent loyalty program members who earn points based on play, which points are redeemable for complimentary slot play, food and beverages, among other items. Tavern and casino player relationships are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from the reputations. The Company records points redeemed for complimentary gaming play as a reduction to gaming revenue and points redeemed for free goods and services as promotional allowances. The Rewards Club, Gold Mine Rewards and Golden Rewards point accrual are included in current liabilities on the Company’s consolidated balance sheet. Revenue Recognition and Promotional Allowances The Company generally enters into three types of gaming device placement contracts as part of the distributed gaming business: space lease, revenue share and participation agreements. Under space lease agreements, the Company pays a fixed monthly rental fee for the right to install, maintain and operate the Company’s gaming devices at a business location. Under these agreements, the Company recognizes all gaming revenue and records fixed monthly rental fees as gaming expenses in the consolidated statement of operations. Under revenue share agreements, the Company records all gaming revenue generated from the Company’s gaming devices placed at the location and pays the business location a percentage of such gaming revenue. The amount the Company pays the business location is recorded as gaming expenses in the consolidated statement of operations. With regard to both space lease and revenue share agreements, the Company holds the applicable gaming license to conduct gaming at the location (although revenue share locations are required to obtain separate regulatory approval to receive a percentage of the gaming revenue). Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue that it generates from the Company’s gaming devices. Under these agreements, the Company records all gaming revenue generated from the Company’s gaming devices placed at the location and the amount the business location retains is recorded as gaming expenses in the consolidated statement of operations. Gaming revenue, which is defined as the difference between gaming wins and losses, is recognized as wins and losses occur from gaming activities. The retail value of rooms, food and beverage, and other services furnished to customers without charge, including coupons for discounts when redeemed, is included in gross revenues and then deducted as a promotional allowance. The estimated cost of providing such promotional allowances is included in gaming expenses. Food, beverage, and retail revenues are recorded at the time of sale. Room revenue is recorded at the time of occupancy. Sales taxes and surcharges collected from customers and remitted to governmental authorities are presented on a net basis. Accounts receivable deemed uncollectible are charged off through a provision for uncollectible accounts. No material amounts were deemed uncollectible during fiscal years 2015, 2014 or 2013. Revenue in prior periods from the management, development, financing of and consulting with Indian-owned casino gaming facilities was recognized as it was earned pursuant to the relevant agreement. Gaming Taxes Rocky Gap is subject to gaming taxes based on gross gaming revenues and also pays an annual flat tax based on the number of table games and video lottery terminals in operation during the year. The Company’s Pahrump casinos are subject to taxes based on gross gaming revenues and pay annual fees based on the number of slot machines and table games licensed during the year. Additionally, the Company’s Distributed Gaming segment is subject to taxes based on the Company’s share of non-restricted gross gaming revenue for those locations that have grandfathered rights to more than 15 gaming devices for play, and/or annual and quarterly fees at all tavern and third party distributed gaming locations. These gaming taxes are recorded as gaming expenses in the consolidated statements of operations. Total gaming taxes were $24.2 million, $20.2 million and $10.7 million for fiscal years 2015, 2014 and 2013, respectively. Advertising Expenses The Company expenses advertising costs as incurred. Advertising expenses, which are included in selling, general and administrative expenses, were $3.4 million, $2.5 million and $2.0 million for fiscal years 2015, 2014 and 2013, respectively. 44 Share-Based Compensation Expense The Company has various share-based compensation programs, which provide for equity awards including stock options and restricted stock units. The Company uses the straight-line method to recognize compensation expense associated with share-based awards based on the fair value on the date of grant, net of the estimated forfeiture rate, if any. Expense is recognized over the requisite service period related to each award, which is the period between the grant date and the award’s stated vesting term. The fair value of stock options is estimated using the Black-Scholes option pricing model. All of the Company’s stock compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. See Note 12, Share-Based Compensation, Income Taxes The determination of the Company’s income tax-related account balances requires the exercise of significant judgment by management. Accordingly, the Company determines deferred tax assets and liabilities based upon the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Management assesses the likelihood that deferred tax assets will be recovered from future taxable income and establishes a valuation allowance when management believes recovery is not likely. The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense. Litigation Costs The Company does not accrue for future litigation costs, if any, to be incurred in connection with outstanding litigation and other dispute matters but rather records such costs when the legal and other services are rendered. 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 , applied prospectively for annual and interim periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-11 will be effective for the Company’s first quarter of 2017. The Company determined that the impact of the new standard on its consolidated financial statements will not be material. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit of arrangements can be recorded as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, for interim periods within those fiscal years, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Note 3 - Merger with Sartini Ga
Note 3 - Merger with Sartini Gaming, Inc. | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. 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 in accordance with the agreement and plan of merger (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. The total number of shares of the Company’s common stock issued in connection with the Merger was subject to adjustment pursuant to the post-closing adjustment provisions of the Merger Agreement. In connection with such post-closing adjustment, the Company issued an additional 223,657 shares of its common stock to the Sartini Trust. As a result, the value of the purchase consideration following such adjustment was $77.4 million. This amount is the product of the 8,453,565 shares of the Company’s common stock issued in the aggregate in connection with the Merger and the closing price of $9.15 per share of the Company's common stock on July 31, 2015. As of December 31, 2015, an additional 777,274 shares are being held in escrow as security in the event of any claims for indemnifiable losses in accordance with the Merger Agreement. Under the Merger Agreement, the number of shares of the Company’s common stock issued in connection with the Merger reflected the pre-Merger value of Sartini Gaming relative to the pre-Merger value of the Company, which pre-Merger values were 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 were divided by the percentage of the total pre-Merger value of both companies that represented 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 was 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 were issued in connection with the Merger, and any fractional share was rounded to the nearest whole share. The Merger Agreement specified the procedure for determining the pre-Merger values of Sartini Gaming and the Company. 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. The total number of shares of the Company’s common stock issued in connection with the Merger was 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 sum of 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) and the shares of the Company’s common stock issued pursuant to the post-closing adjustment provisions of the Merger Agreement . (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 Accounting Standards Codification Topic 805, Business Combinations , the tavern brands and the acquired distributed gaming and casino businesses, while enhancing the Company’s existing brand and casino portfolio. None of the goodwill recognized is expected to be deductible for income tax purposes. The Company may continue to record adjustments to the carrying value of assets acquired and liabilities assumed with a corresponding offset to goodwill during the measurement period, which can be up to one year from the date of the consummation of the Merger . The Company will allocate the goodwill to each reporting unit at the conclusion of the measurement period. Measurement Period Adjustments 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 was increased by an additional 223,657 shares, and the 388,637 shares of the Company's common stock held in escrow as security for the post-closing adjustment were released to the Sartini Trust. The effect of the issuance of these additional shares on the purchase price consideration calculation was 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 issued 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 accounted 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 were issued. In addition to the issuance of the additional shares pursuant to the post-closing adjustment calculation mentioned above, during the measurement period so far, the Company has: ● recorded a deferred tax liability totaling $14.7 million due to the assumption of a net deferred tax liability generated from intangible assets acquired in the Merger , with a corresponding increase to goodwill by the same amount . ● recorded an adjustment to increase goodwill by $1.6 million, decreasing accounts receivable by the same amount, due to the determination that receivables acquired as part of the Merger were deemed to be uncollectible as of the Merger date. ● further analyzed the trade names acquired as part of the Merger , which were originally given 10 year useful lives, and concluded that the trade names are indefinite-lived. An adjustment to reverse previously recognized amortization for the trade names was recorded during the fourth quarter of 2015. The amount included the reversal of $0.2 million in amortization expense related to the third quarter of 2015. ● determined that the preliminary estimated useful lives of certain tangible acquired assets were not consistent with the useful lives used by other market participants. The useful lives determined during the measurement period were updated to reflect the Company’s determination and are reflected in the property and equipment by category table below. ● identified an acquired prepaid asset (recorded in other current assets previously) that was reclassed to a gaming license that represents the Company’s ability and right to operate in its current capacity in the state of Montana. Management has valued the gaming license using estimates for explicit and implicit costs to obtain the gaming license and has determined the license has an indefinite life. Allocation The preliminary allocation of the $77.4 million final purchase price to the assets acquired and liabilities assumed as of July 31, 2015 was as follows (in thousands): Amount Cash $ 25,539 Other current assets 14,830 Property and equipment 84,104 Intangible assets 80,760 Goodwill 96,288 Current liabilities (13,245 ) Warrant liability (3,435 ) Debt (190,587 ) Deferred tax liability (14,687 ) Other long-term liabilities (2,217 ) Total purchase price $ 77,350 The amounts preliminarily assigned to property and equipment by category are summarized in the table below (in thousands): Remaining Useful Life (Years) Amount Assigned Land Not applicable $ 12,470 Land improvements 5 - 14 4,030 Building and improvements 19 - 25 21,310 Leasehold improvements 1 - 28 20,793 Furniture, fixtures and equipment 1 - 11 22,866 Construction in process Not applicable 2,635 Total property and equipment $ 84,104 The amounts assigned preliminarily to intangible assets by category are summarized in the table below (in thousands): Remaining Useful Life (Years) Amount Assigned Trade names Indefinite $ 12,200 Player relationships 8 - 14 7,600 Customer relationships 13 - 16 59,200 Gaming licenses Indefinite 960 Other intangible assets 2 - 10 800 Total intangible assets $ 80,760 Trade names The trade names acquired encompass the various trade names utilized by the three casinos located in Pahrump, Nevada: Pahrump Nugget Hotel Casino (“Pahrump Nugget”), Gold Town Casino and Lakeside Casino & RV Park. Additionally, the acquired branded 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. The trade names for the Pahrump casinos and taverns have indefinite lives. Player relationships Player relationships acquired include relationships with players frequenting the Company’s branded taverns and Nevada casinos. These player relationships comprise Golden Rewards members for the taverns and Gold Mine Rewards members for the Nevada casinos, and such relationships are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from the reputations of the taverns and Nevada casinos. Customer relationships Customer relationships relate to relationships with the Company’s third party distributed gaming customers that have been developed over many years and are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from the Company’s reputation. The economic life of the customer relationships is preliminarily estimated to be 13 to 16 years, depending on the customer, and is based on the estimated present value of cash flows attributable to the asset. Gaming licenses The Nevada casinos maintain gaming licenses that allow them to operate in their current capacity. The Nevada gaming licenses have an indefinite life. Other intangible assets Other intangible assets acquired include internally developed software and non-compete agreements. The software is utilized for accounting and marketing purposes and is integrated into the Company’s gaming devices in its distributed gaming operations. The economic life of this software is estimated to be 10 years based on the expected future 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. Preliminary estimates of future amortization expense related to the finite-lived intangible assets acquired are as follows: 2016 2017 2018 2019 2020 Thereafter (In thousands) Estimated amortization expense $ 5,055 $ 4,992 $ 4,904 $ 4,904 $ 4,904 $ 40,736 See Note 16, Financial Instruments and Fair Value Measurements Credit Agreement In connection with the Merger, the Company entered into a Credit Agreement with Capital One, National Association (as administrative agent) and the lenders named therein (the “Credit Agreement”) 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. See Note 10, Debt Selected Financial Information Related to the Acquiree The consolidated financial position of Sartini Gaming is included in the Company’s consolidated balance sheet as of December 31, 2015 and Sartini Gaming’s consolidated results of operations for the period from August 1, 2015 through December 31, 2015 are included in the Company’s consolidated statements of operations and cash flows for the year ended December 31, 2015. From August 1, 2015 through December 31, 2015, the Company recorded $117.6 million in net revenues and $10.4 million in net income from the operations of Sartini Gaming’s distributed gaming and casino businesses. Total assets related to Sartini Gaming’s distributed gaming and casino businesses were approximately $221.6 million and $76.7 million, respectively, as of December 31, 2015, which consisted primarily of property and equipment and intangible assets, including goodwill, recorded on a preliminary basis as the measurement period for the business combination remained open as of December 31, 2015. Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information for the years ended December 31, 2015 and December 28, 2014 are presented as if the Merger had occurred at the beginning of each period presented: Twelve Months Ended December 31, December 28, 2015 2014 (In thousands, except per share data) Pro forma combined net revenues $ 345,437 $ 335,631 Pro forma combined net income (loss) 27,645 (38,426 ) Pro forma combined net income (loss) per share: Basic $ 1.27 $ (1.76 ) Diluted $ 1.25 $ (1.76 ) Weighted average common shares outstanding: Basic 21,848 21,833 Diluted 22,073 21,833 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 8,453,565 shares on July 31, 2015 in connection with the Merger based on the final pre-Merger values; ● reflects $11.5 million and $0.5 million of transaction-related costs associated with the Merger for the years ended December 31, 2015 and December 28, 2014, respectively; ● 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 $4.2 million based on the Merger per share price); and ● reflects the elimination of approximately $1 0.0 million of income tax benefit during the year ended December 31, 2015, related to the assumption of a net deferred tax liability generated from the intangible assets acquired in the Merger. |
Note 4 - Indian Casino Projects
Note 4 - Indian Casino Projects | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Indian Casino Projects [Text Block] | 4 . Indian Casino Projects Discharg e of Shingle Springs Tribe Debt Prior to August 2013, the Company managed the Red Hawk Casino in California for the Shingle Springs Band of Miwok Indians (the “Shingle Springs Tribe”). On July 17, 2013, the Company entered into a debt termination agreement (the “Debt Termination Agreement”) with the Shingle Springs Tribe relating to amounts the Company had previously advanced to the Shingle Springs Tribe for the development of the Red Hawk Casino (the “Shingle Springs Notes”). Pursuant to the Debt Termination Agreement, the Shingle Springs Tribe paid us $57.1 million in August 2013 as full and final payment of the Shingle Springs Notes. As of the payment date, $69.7 million was outstanding under the Shingle Springs Notes, including accrued and unpaid interest. The Shingle Springs Notes had previously been impaired and the Company had determined the fair value of the Shingle Springs Notes to be $39.7 million. As a result of the satisfaction and discharge of the Shingle Springs Notes, during the third quarter of 2013, the Company recognized approximately $17.4 million in recovery of impairment on notes receivable. Sale of Jamul Tribe Promissory Note On December 9, 2015, the Company sold its $60.0 million subordinated promissory note (the “Jamul Note”) from the Jamul Indian Village (the “Jamul Tribe”) to a subsidiary of Penn National Gaming, Inc. (“Penn National”) for $24.0 million in cash. The Company determined the fair value of the Jamul Note to be zero as of December 28, 2014. Under the terms of the Merger Agreement and subject to applicable law, the proceeds received from the sale of the Jamul Note, net of related costs, will be distributed in a cash dividend to the Company’s shareholders that hold shares as of the record date for such dividend (other than shareholders that have waived their right to receive such dividend). Under the terms of the Merger Agreement, Sartini Gaming’s former sole shareholder, for itself and any related party transferees of its shares (which total approximately 8.0 million shares in the aggregate), waived their right to receive such dividend with respect to their shares, except for a potential tax distribution, if any, unless their shares are sold to an unaffiliated third party prior to the record date for any such dividend. Also in connection with the Merger, holders of an additional approximately 0.5 million shares waived their right to receive such dividend, unless such shares are sold to an unaffiliated third party prior to the record date for any such dividend. The record date for such dividend will follow the Board of Directors’ declaration of any such dividend and will be announced at such time. As a result of the sale of the Jamul Note, the Company recognized a gain on recovery of impaired notes receivable of approximately $23.6 million during the fourth quarter of 2015. |
Note 5 - Short-term Investments
Note 5 - Short-term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | 5. Short-Term Investments The Company held no short-term investments as of December 31, 2015. As of December 28, 2014, short-term investments consisted of commercial paper, corporate bonds and certificates of deposit which were classified as available-for-sale securities and carried at current fair market value, with the resulting unrealized losses excluded from earnings and reported, net of tax, as a separate component of shareholders' equity until realized. Unrealized losses were less than $0.1 million as of December 28, 2014. 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 is considered other-than-temporary. There were no other-than-temporary impairments related to declines in fair market value of short-term investments during the year ended December 28, 2014. All short-term investments held as of December 28, 2014 had original maturity dates of twelve months or less and were classified as current assets. Short-term investments as of December 28, 2014 consisted of the following: 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 – Balances as of December 28, 2014 $ 46,660 $ 46,638 $ (22 ) |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property and Equipment, net The following table summarizes the components of property and equipment, at cost: December 31, December 28, 2015 2014 (In thousands) Land $ 12,470 $ – Building and site improvements 67,984 27,905 Furniture and equipment 45,840 13,445 Construction in process 1,833 83 Property and equipment 128,127 41,433 Less: Accumulated depreciation (13,818 ) (8,694 ) Property and equipment, net $ 114,309 $ 32,739 On May 20, 2015, the Company sold its former corporate headquarters 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 building was carried at $4.8 million, net of accumulated depreciation, on the Company’s consolidated balance sheet as of the date of entry into the sale agreement in March 2015. As a result, the Company recognized an impairment charge of $0.4 million during the first quarter of 2015. As of December 31, 2015, the furniture and equipment balance contained approximately $4.8 million of gaming device equipment that the Company had not yet placed into service and therefore had not begun depreciating. |
Note 7 - Goodwill and Other Int
Note 7 - Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7. Goodwill and Intangible Assets, Net Goodwill and intangible assets, net, consist of the following: December 31, December 28, 2015 2014 (In thousands) Goodwill $ 96,288 $ – Indefinite-lived intangible assets: Gaming licenses $ 960 $ – Trade names 12,200 – Other 50 – $ 13,210 $ – Finite-lived intangible assets: Customer relationships $ 59,200 $ – Less: Accumulated amortization (1,744 ) – 57,456 – Player relationships 7,600 – Less: Accumulated amortization (279 ) – 7,321 – Gaming license 2,100 2,100 Less: Accumulated amortization (367 ) (225 ) 1,733 1,875 Other intangible assets 1,248 627 Less: Accumulated amortization (144 ) (223 ) 1,104 404 Total finite-lived intangible assets, net 67,614 2,279 Total intangible assets, net $ 80,824 $ 2,279 See Note 3, Merger with Sartini Gaming, Inc. . In April 2012, the Maryland Video Lottery Facility Location Commission awarded a video lottery operation license to the Company for Rocky Gap. Amortization of the Rocky Gap gaming license began on May 22, 2013, the date the gaming facility opened for public play. The Rocky Gap gaming license is being amortized over its 15 year term. Total amortization expense related to intangible assets was $2.3 million, $0.1 million and $0.1 million for 2015, 2014, and 2013, respectively. The estimated future amortization expense related to the intangible assets is as follows: 2016 2017 2018 2019 2020 Thereafter (In thousands) Estimated amortization expense $ 5,213 $ 5,150 $ 5,063 $ 5,063 $ 5,063 $ 42,062 |
Note 8 - Cost Method Investment
Note 8 - Cost Method Investments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Cost-method Investments, Description [Text Block] | 8. Cost Method Investments Investment in Rock Ohio Ventures, LLC As of December 28, 2014, the Company had a 10% ownership interest in Rock Ohio Ventures, LLC (“Rock Ohio Ventures”), a privately held company that owned interests in various casino and racetrack properties. The Company’s $21.0 million investment in Rock Ohio Ventures was accounted for using the cost method since the Company owned less than 20% of the entity and did not have the ability to significantly influence the operating and financial decisions of the entity. During the third quarter of 2014, this investment was determined to have experienced an other-than-temporary impairment and was reduced to its estimated fair value of zero. As a result, the Company recognized an impairment loss of $21.0 million, which is included in impairments and other losses in the accompanying consolidated statement of operations for the year ended December 28, 2014. As of December 28, 2014, this cost method investment was carried at zero in investment in unconsolidated investee in the accompanying consolidated balance sheets. In January 2015, the Company sold all of its interest in Rock Ohio Ventures to DG Ohio Ventures, LLC, for approximately $0.8 million. Since this investment has been written down to zero, the Company accounted for the receipt of this payment as a gain on sale of cost method investment in the consolidated statement of operations in the first quarter of 2015. The Company's cost method investment was evaluated, on at least a quarterly basis, for potential other-than-temporary impairment, or when an event or change in circumstances occurred that may have had a significant adverse effect on the fair value of the investment. The Company monitored this investment for impairment by considering all information available to the Company including the economic environment of the markets served by the properties Rock Ohio Ventures owns; market conditions including existing and potential future competition; recent or expected changes in the regulatory environment; operational performance and financial results; known changes in the objectives of Rock Ohio Ventures management; known or expected changes in ownership of Rock Ohio Ventures; and any other known significant factors relating to the business underlying the investment. As part of the review of operational performance and financial results for considering if there were indications of impairment, the Company utilized financial statements of Rock Ohio Ventures and its owned gaming properties to assess the investee’s ability to operate from a financial standpoint. The Company also analyzed Rock Ohio Ventures’ cash flows and working capital to determine if the Company’s investment in this entity had experienced an other-than-temporary impairment. As part of this process, the Company analyzed actual historical results compared to forecast and had periodic discussions with management of Rock Ohio Ventures to obtain additional information related to the Company’s investment in Rock Ohio Ventures to determine whether any events occurred that would necessitate further analysis of the Company’s recorded investment in Rock Ohio Ventures for impairment. Based on these procedures, the Company determined that the Company’s investment in Rock Ohio Ventures experienced an other-than-temporary impairment during the third quarter of 2014. Based on information provided by Rock Ohio Ventures, the Company determined that there was significant uncertainty surrounding the recovery of the Company’s investment in Rock Ohio Ventures. The Ohio gaming properties had not performed as expected which led to forecasted potential working capital requirement issues that did not exist prior to the third quarter of 2014, based on information previously available to the Company. As a result, the Company determined that an other-than-temporary impairment had occurred and reduced the carrying value of the investment in Rock Ohio Ventures to its estimated fair value of zero during the third quarter of 2014. This fair value of zero was measured using unobservable (Level 3) inputs using both a discounted cash flow method, which is an application of the income approach, and a comparable public company method, which is an application of the market approach. An option-based method was also employed in the allocation of value among debt and equity investors. Management judgment was required in developing the assumptions used in the calculation of the fair value of the investment. Significant inputs included financial forecasts for Rock Ohio Caesars, LLC (the entity through which Rock Ohio Ventures invested in certain gaming businesses), discount rates, market multiples for similar businesses, expected volatility, the expected timing of a liquidity/refinancing event and a discount for lack of marketability. Investment in Dania Entertainment Holdings, LLC In May 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 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 (“Dania Entertainment”). On April 21, 2014, the Company entered into a redemption agreement with Dania Entertainment that resulted in Dania Entertainment redeeming the Company’s 20% ownership in Dania Entertainment in exchange for Dania Entertainment granting to the Company 5% ownership in DEC. Concurrently, the Company entered into an agreement with ONDISS Corp. (“ONDISS”) to sell its ownership in DEC for approximately $2.6 million. The Company received $1.0 million in April 2014 in exchange for 40% of its ownership interest. In October 2014, ONDISS paid the entire remaining amount due to the Company at a discounted amount of approximately $1.4 million and upon receipt of such payment, the Company transferred its remaining ownership in DEC to ONDISS. As a result, the Company recognized a gain of $2.4 million, which was included in gain on sale of cost method investment in the accompanying consolidated statement of operations for the year ended December 28, 2014. The Company accounted for its investment in Dania Entertainment as a cost method investment. At the time the loan was exchanged for an equity investment in Dania Entertainment, 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. |
Note 9 - Land Held for Sale_Dev
Note 9 - Land Held for Sale/Development | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Real Estate Disclosure [Text Block] | 9. Land Held for Sale / Development The Company owns parcels of undeveloped land related to its previous involvement in a potential casino project with 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 that granted Penn National the right, but not the obligation, to purchase the land for $7.0 million, increasing 1% each year. This option agreement was amended in May 2014 to reduce the purchase price for the land to $5.5 million but require 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, this land was classified as held for sale as of September 30, 2015. As of December 31, 2015 and December 28, 2014, this land was carried at approximately $1.0 million on the accompanying consolidated balance sheets. The Company also owned undeveloped land in Oklahoma related to its previous involvement in a potential casino project with the Iowa Tribe of Oklahoma. During 2014, the Company sold this land for approximately $0.3 million and recognized a gain of approximately $0.1 million. The Company performs an impairment analysis on the land it owns at least quarterly and determined that no impairment had occurred as of December 31, 2015 and December 28, 2014. |
Note 10 - Debt
Note 10 - Debt | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 1 0 . 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. Additionally, under the Credit Agreement the Company may elect to increase the Revolving Credit Facility, increase the amount of the Term Loan or enter into one or more new tranches of term loans in an aggregate amount not to exceed $50.0 million (provided that the Revolving Credit Facility may not be increased by more than $12.5 million). 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 December 31, 2015, the weighted average effective interest rate on the Company’s outstanding borrowings under the Credit Agreement was approximately 3.17%. The Term Loan must be repaid in four quarterly payments of $1.5 million each, which commenced on 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 three quarterly payments of $4.5 million each, followed by a final installment of $70.5 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 December 31, 2015, the Company had $118.5 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 December 31, 2015. In January 2016, the Company borrowed a further $15.0 million under the Revolving Credit Facility, leaving no additional availability; see Note 21, Subsequent Events 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 of the Company’s and the subsidiary guarantors’ present and future personal and real property (subject to receipt of certain approvals). Net proceeds from the initial borrowings under the Facilities and existing cash 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 financing facility with Centennial Bank for Rocky Gap (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. The Company was in compliance with its financial covenants under the Credit Agreement as of December 31, 2015. 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 under the facility, during the year ended December 31, 2015. As of December 28, 2014, the Company had $11.7 million in principal amount of outstanding borrowings under the Rocky Gap Financing Facility. Summary of Outstanding Debt Long-term debt, net of current portion and discount, is comprised of the following: December 31, December 28, 2015 2014 (In thousands) Term Loan $ 118,500 $ – Revolving Credit Facility 25,000 – Rocky Gap Financing Facility – 11,691 Notes payable 5,135 50 Total long-term debt 148,635 11,741 Less: Current portion (9,180 ) (1,368 ) Less: Unamortized debt discount — (1,432 ) Long-term debt, net of current portion and discount $ 139,455 $ 8,941 Future Principal Payments on Long-Term Debt The aggregate principal payments due on long-term debt as of December 31, 2015 are as follows: (In thousands) 2016 $ 9,180 2017 11,342 2018 9,841 2019 13,605 2020 104,611 Thereafter 56 $ 148,635 |
Note 11 - Promotional Allowance
Note 11 - Promotional Allowances | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Promotional Allowances [Text Block] | 11. Promotional Allowances The retail value of food and beverages, rooms and other services furnished to customers 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: Year Ended December 31, December 28, December 29, 2015 2014 2013 (In thousands) Food and beverage $ 6,633 $ 498 $ 131 Rooms 2,035 2,529 1,005 Other 214 157 — Total promotional allowances $ 8,882 $ 3,184 $ 1,136 The estimated cost of providing these promotional allowances, which are included in gaming expenses, is as follows: Year Ended December 31, December 28, December 29, 2015 2014 2013 (In thousands) Food and beverage $ 2,263 $ 234 $ 131 Rooms 608 655 242 Other 205 122 — Total cost of promotional allowances $ 3,076 $ 1,011 $ 373 |
Note 12 - Share-based Compensat
Note 12 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 12. Share-Based Compensation Overview 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 of shareholders, 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. There were 1,695,000 stock options outstanding under the 2015 Plan as of December 31, 2015, none of which have vested. As of December 31, 2015, a total of 555,000 shares of the Company’s common stock remained available for grants of awards under the 2015 Plan. 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. Vested options are exercisable for ten years from the date of grant; however, if the employee is terminated (voluntarily or involuntarily), any unvested options as of the date of termination will be forfeited. There were 712,029 stock options outstanding under the 2007 Plan as of December 31, 2015, all of which are fully vested. As of December 31, 2015, a total of 282,635 shares of the Company’s common stock remained available for grants of awards under the 2007 Plan. The Company also has a 1998 Stock Option and Compensation Plan (the “1998 Plan”). There were 12,500 stock options outstanding under this plan as of December 31, 2015. No additional options will be granted under the 1998 Plan. Share-based compensation expense related to stock options was $0.8 million, $0.3 million and $0.5 million for fiscal years 2015, 2014 and 2013, respectively. For fiscal years 2015, 2014 and 2013, no income tax benefit was recognized in the Company’s consolidated statements of operations for share-based compensation arrangements. Management assessed the likelihood that the deferred tax assets relating to future tax deductions from share-based compensation will be recovered from future taxable income and determined that a valuation allowance is necessary to the extent that management currently believes it is more likely than not that tax benefits will not be realized. Management’s determination is based primarily on historical losses and earnings volatility. Stock Options The following table summarizes stock option activity for fiscal years 2015, 2014 and 2013: 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 (25,088 ) — 9.62 Granted 1,695,000 (1,695,000 ) 9.07 Balance at December 31, 2015 2,419,529 724,529 837,635 $ 8.16 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 December 28, 2014 755,617 616,792 276,635 $ 6.09 2013 Balance at December 30, 2012 764,034 649,412 437,797 $ 5.84 Forfeited/cancelled/expired (53,377 ) 53,377 6.25 Exercised (140,236 ) — 5.52 Granted 227,750 (227,750 ) 6.18 Balance at December 29, 2013 798,171 585,769 263,424 $ 5.97 The Company’s determination of fair value of share-based option awards on the date of grant using an option-pricing model is affected by the following assumptions regarding complex and subjective variables. Any changes in these assumptions may materially affect the estimated fair value of the share-based award. • Expected dividend yield — As the Company has not historically paid dividends, the dividend rate variable in the Black-Scholes model is zero. • Risk-free interest rate — The risk free interest rate assumption is based on the U.S. Treasury yield curve in effect at the time of grant and with maturities consistent with the expected term of options. • Expected term — The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. It is based upon an analysis of the historical behavior of option holders during the period from September 1995 to December 31, 2015. Management believes historical data is reasonably representative of future exercise behavior. • Expected volatility — The volatility assumption is based on the historical weekly price data of the Company’s stock over a two-year period. Management evaluated whether there were factors during that period which were unusual and which would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. • Forfeiture rate — As share-based compensation expense recognized is based on awards ultimately expected to vest, expense for grants is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company’s management has reviewed the historical forfeitures which have been minimal, and as such presently amortizes the grants to the end of the vesting period and will adjust for forfeitures at the end of the term. The following assumptions were used to estimate the fair value of stock options granted during fiscal years 2015, 2014 and 2013: 2015 2014 2013 Expected dividend yield — — — Risk-free interest rate 2.18 – 2.36 % 2.39 – 2.88 % 1.96 – 2.70 % Expected term (in years) 10 10 10 Expected volatility 27.24 – 27.60 % 32.87 – 39.35 % 39.32 – 43.78 % As of December 31, 2015, the options outstanding had a weighted-average remaining contractual life of 7.5 years, weighted-average exercise price of $8.16 and an aggregate intrinsic value of $5.0 million. The options exercisable have a weighted-average exercise price of $6.04, a weighted-average remaining contractual life of 2.3 years and an aggregate intrinsic value of $3.1 million as of December 31, 2015. The total intrinsic value of stock options exercised during fiscal years 2015, 2014 and 2013 was $0.1 million, $0.1 million and $0.4 million, respectively. The weighted-average grant-date fair value of stock options granted during fiscal years 2015, 2014 and 2013 was $3.72, $4.65 and $3.45 per share, respectively. As of December 31, 2015, the Company’s unrecognized share-based compensation related to stock options was approximately $5.8 million, which is expected to be recognized over a weighted-average period of 3.6 years. The Company issues new shares of common stock upon exercise of options. Restricted Stock Units There was no restricted stock unit activity during the years ended December 31, 2015, December 28, 2014 or December 29, 2013. |
Note 13 - Net Income (Loss) per
Note 13 - Net Income (Loss) per Share of Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 13. Net I ncome (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 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 586,589, 755,617 and 20,346 for fiscal years 2015, 2014 and 2013, respectively, were not used to compute diluted net income (loss) per share because the effects would have been anti-dilutive. |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 14. Income Taxes A summary of the income tax benefit is as follows: Year Ended December 31, December 28, December 29, 2015 2014 2013 (In thousands) Current: Federal $ 247 $ — $ — State — — — 247 — — Deferred: Federal $ (8,939 ) $ — $ — State (1,277 ) — — (10,216 ) — — Income tax benefit $ (9,969 ) $ — $ — Reconciliation of the statutory federal income tax rate to the Company’s actual rate based on income (loss) before income tax benefit is summarized as follows: Year Ended December 31, December 28, December 29, 2015 2014 2013 Statutory federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income taxes 6.9 — — Change in valuation allowance (131.1 ) (34.9 ) (35.3 ) Permanent tax differences – Merger expenses 11.4 (0.1 ) 0.3 Permanent tax differences – Investment in unconsolidated investee 9.8 — — Permanent tax differences – Other 1.4 — — Other, net (1.8 ) — — (68.4 ) % — % — % The Company’s current and non-current deferred tax assets and (liabilities) are as follows: December 31, December 28, 2015 2014 (In thousands) Current: Accruals and reserves $ 1,326 $ 674 Transaction costs 81 193 Prepaid services (897 ) — Net operating loss carryforwards 9,917 — Valuation allowances (10,427 ) (867 ) $ — $ — Non-current: Development costs $ 2,885 $ 3,173 Share-based compensation expense 1,550 1,269 Amortization of intangible assets (19,834 ) 48 Alternative minimum tax credit carryforward 1,420 919 Net operating loss carryforwards 21,696 40,684 Investment in unconsolidated investee — (1,530 ) Other 2,978 (730 ) Valuation allowances (15,166 ) (43,833 ) $ (4,471 ) $ — 59 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 December 31, 2015. As of December 31, 2015, the Company had approximately $74.8 million of federal net operating loss carryforwards, which will begin to expire in 2032, and approximately $99.3 million of state net operating loss carryforwards, which will expire at various times depending on specific state laws. 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 its audit of the Company for the 2010 tax year had been completed and resulted in no adjustments. |
Note 15 - Employee Retirement P
Note 15 - Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 15. Employee Retirement Plan The Company has a qualified defined contribution employee savings plan for all employees. The savings plan allows eligible participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company currently matches employee contributions up to a maximum of 4% of participating employees’ gross wages. Company contributions are vested immediately for this plan. The Company also inherited a qualified defined contribution employee savings plan through the Merger for all employees previously employed by Sartini Gaming. The savings plan for those former Sartini Gaming employees allows eligible participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. Beginning on August 1, 2015, the Company matched employee contributions for this plan up to a maximum of 1% of participating employees’ gross wages. Company contributions are vested over a five year schedule. Including the contributions for both plans, the Company contributed approximately $0.2 million, $0.2 million and $0.1 million during fiscal years 2015, 2014 and 2013, respectively. |
Note 16 - Financial Instruments
Note 16 - Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 16. 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). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● 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 debt, the carrying amounts approximate fair value because of the short duration of these financial instruments. As of December 31, 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: December 31, December 28, 2015 2014 (In thousands) Short-Term Investments Commercial paper $ – $ 23,984 Corporate bonds – 21,693 Certificates of deposit – 961 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. In January 2015, the Company sold its investment in Rock Ohio Ventures for approximately $0.8 million . The Company’s cost method investment in Dania Entertainment was redeemed and sold during the year ended December 28, 2014. See Note 8, Cost Method Investments . Balances Measured at Fair Value on a Non-recurring Basis Land, land improvements and building and improvements acquired in connection with the Merger were measured using unobservable (Level 3) inputs at an estimated fair value of $37.8 million. This fair value estimate 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 Note 3, Merger with Sartini Gaming, Inc. Leasehold improvements, furniture, fixtures and equipment, and construction in process acquired in connection with the Merger were measured using unobservable (Level 3) inputs at an estimated fair value of $46.3 million. This fair value estimate 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 Note 3, Merger with Sartini Gaming, Inc. The identified intangible assets acquired in connection with the Merger have been valued on a preliminary basis using unobservable (Level 3) inputs at a fair value of $80.8 million (see Note 3, Merger with Sartini Gaming, Inc. Trade names Player relationships Customer relationships Gaming licenses Other intangible assets |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 17. Commitments and Contingencies Rocky Gap Lease In connection with the closing of the acquisition of Rocky Gap, the Company entered into an operating ground lease with the Maryland Department of Natural Resources for approximately 270 acres in the Rocky Gap State Park in which Rocky Gap is situated. The lease expires in 2052, with an option to renew for an additional 20 years. Under the lease, 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) 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 and are $3.00 per room per night and $1.00 per round of golf. Rent expense associated with the lease was $0.3 million (net of surcharge revenue of $0.1 million), $0.3 million (net of surcharge revenue of $0.1 million) and $0.4 million (net of surcharge revenue of less than $0.1 million) during fiscal years 2015, 2014 and 2013, respectively. Gold Town Casino Leases The Company’s Gold Town Casino is located on four leased parcels of land, comprising approximately nine acres in the aggregate, in Pahrump, Nevada . The leases are with unrelated third parties and have various expiration dates beginning in 2026 (for the parcel on which the Company’s main casino building is located, which we lease from a competitor), and the Company subleases approximately two of the acres to an unrelated third party. Rental income during the year ended December 31, 2015 was less than $0.1 million related to the sublease of the two acres in Pahrump, Nevada. Other Operating Leases The Company leases its branded tavern locations, office headquarters building, equipment and vehicles under noncancelable operating leases that are not subject to contingent rents. The original terms of the current branded tavern location leases range from one to 14 years with various renewal options from one to 15 years. The Company has operating leases with related parties for certain of its tavern locations and its office headquarters building. The lease for the Company’s office headquarters building expires in July 2025. A portion of the office headquarters building is sublet to a related party. Rental income during the year ended December 31, 2015 was less than $0.1 million for the sublet portion of the office headquarters building. See Note 18, Related Party Transactions Operating lease rental expense, which is calculated on a straight-line basis, net of surcharge revenue, associated with all operating leases during 2015, 2014 and 2013 was as follows: 2015 2014 2013 (In thousands) Rent expense Space lease agreements $ 16,032 $ — $ — Related party leases 1,108 — — Other operating leases 4,619 339 390 $ 21,759 $ 339 $ 390 As of December 31, 2015, future minimum lease payments, not subject to contingent rents, were as follows: 2016 2017 2018 2019 2020 Thereafter (In thousands) Minimum lease payments Space lease agreements $ 35,033 $ 25,392 $ 18,860 $ 18,240 $ 3,372 $ 157 Related party leases 2,902 2,691 2,140 2,157 2,192 11,111 Other operating leases 9,667 8,151 7,149 6,412 6,259 53,161 $ 47,602 $ 36,234 $ 28,149 $ 26,809 $ 11,823 $ 64,429 Participation and Revenue Share Agreements During the year ended December 31, 2015, the total contingent payments made by the Company (recorded in gaming expenses) under revenue share and participation agreements was $41.7 million, including $0.7 million paid to related parties, as described in Note 18, Related Party Transactions Employment Agreements 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 Matthew W. Flandermeyer (assuming each officer’s respective annual salary and health benefit costs as of December 31, 2015 are the amounts in effect at the time of termination and excluding potential expense related to acceleration of stock options). 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. 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. 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. 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 claims 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 plaintiffs’ allegations. 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 was submitted to the District Court with a motion requesting that the Court dismiss the litigation. On October 30, 2015, an order granting defendant’s motion to dismiss the amended consolidated class action complaint was granted by the judge. The complaint was dismissed with prejudice and on the merits, based on the SLC’s report. Argovitz Demand for Arbitration On March 13, 2015, Jerry Argovitz filed a Demand for Arbitration with the American Arbitration Association, alleging that the Company and/or its subsidiary Lakes Jamul, Inc. breached the terms of an agreement under which Mr. Argovitz retained certain rights to share in potential revenue from a gaming facility development project the Company (through its subsidiaries) pursued with the Jamul Tribe. Mr. Argovitz alleges that the Company breached such agreement by failing to protect his alleged contractual rights when the Company restructured its contractual relationship with the Jamul Tribe 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 Jamul casino project, which had not resulted in the successful opening of a gaming facility. Mr. 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 Mr. Argovitz’s allegations and is vigorously defending the case. On September 2, 2015, the three-member arbitration panel denied the parties’ cross-motions for summary judgment. On January 5, 2016, the arbitration panel held an evidentiary hearing on the merits. Following the hearing, the parties submitted post-trial briefs. The Company expects a ruling from the panel in March 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 currently 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 18 - Related Party Transac
Note 18 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 18. Related Party Transactions The Company leases its office headquarters building and one tavern location from a company 33% beneficially owned by Blake L. Sartini and 3% beneficially owned by Stephen A. Arcana, 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. In addition, as of December 31, 2015, the Company leased a further tavern location from a company 65% beneficially owned by Mr. Sartini and 5% beneficially owned by Mr. Arcana, which company divested its interest in such tavern location in January 2016. The lease for the Company’s office headquarters building expires on July 31, 2025, and the leases for the tavern locations have remaining terms ranging from one to 14 years. Rent expense during the year ended December 31, 2015 was $0.5 million for the office headquarters building and $0.6 million in the aggregate for such tavern locations. No amount was owed or due as of December 31, 2015 under the leases of such tavern locations and office headquarters building. Additionally, a portion of the office headquarters building is sublet to a company owned or controlled by Mr. Sartini. Rental income during the year ended December 31 , 2015 for the sublet portion of the office headquarters building was less than $0.1 million. No amounts were owed or due as of December 31, 2015 under the lease or sublease 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. Mr. Arcana serves as the Executive Vice President and Chief Operating Officer of the Company. All of the lease agreements were in place prior to the consummation of the Merger. Mr. Sartini’s son, Blake Sartini II (“Mr. Sartini II”), joined the Company as Senior Vice President of Distributed Gaming in connection with the Merger. Mr. Sartini II has an employment agreement that was approved by both the Audit Committee and Compensation Committee of the Board of Directors and provides for an annual base salary of $275,000, of which approximately $113,000 was earned for the period from August 1, 2015 to December 31, 2015. Additionally, Mr. Sartini II received commissions or discretionary bonuses of approximately $10,000 in 2015 and, commencing in 2016, will be eligible for a target annual bonus equal to 35% of his base salary. Mr. Sartini II also participates in the Company's equity award and benefit programs. Three of the distributed gaming locations 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 $ 0.54 million and $ 0.46 million, respectively, during the year ended December 31, 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 and less than $0.1 million was due related to these arrangements as of December 31, 2015. All of the agreements were in place prior to the consummation of the Merger. Additionally, a fourth distributed gaming location at which the Company’s gaming devices are located is owned in part by Terrence Wright, who serves on the Board of Directors of the Company. Net revenues and gaming expenses recorded by the Company from the use of the Company’s gaming devices at this location were $ 0.31 million and $0.25 million, respectively, during the year ended December 31, 2015. The gaming expenses recorded by the Company represent amounts retained by the counterparty with respect to this location from the operation of the gaming devices pursuant to a participation agreement with the Company. No amounts were owed or due related to this arrangement as of December 31, 2015. The agreement was in place prior to the consummation of the Merger. |
Note 19 - Segment Information
Note 19 - Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 19. Segment Information During the third quarter of 2015, the Company redefined its reportable segments to reflect the change in its business following the Merger. As a result of the Merger, the Company now conducts its business through two reportable operating segments: Distributed Gaming and Casinos. Prior to the Merger, the Company conducted its business through the following two segments: Rocky Gap and Other. Prior to 2014, the Company also conducted its business through the Indian Casino Projects reportable operating segment, which included the results of operations and assets related to the development, financing, and management of gaming-related properties for Native American tribes. Prior period information has been recast to reflect the new segment structure and present comparative year-over-year results. The Company’s Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain strategic, high-traffic, non-casino locations (such as grocery stores, convenience stores, restaurants, bars , taverns, saloons and liquor stores), and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Company’s Casinos segment includes results of operations and assets related to Rocky Gap in Flintstone, Maryland and its three casino properties in Pahrump, Nevada. The Corporate and Other segment includes the Company’s cash and cash equivalents, short-term investments, cost method investments and corporate overhead, as well as historical results of operations and assets related to the Company’s former Indian Casino Projects segment. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable operating 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) Year ended December 31, 2015 Net revenues $ 103,610 $ 73,245 $ 1,985 $ (1,798 ) $ 177,042 Management fee revenue (expense) — (1,798 ) 1,798 — — Recovery of impairment on notes receivable — — 23,590 — 23,590 Gain on sale of cost method investment — — 750 — 750 Impairments and other losses — — (682 ) — (682 ) Depreciation and amortization expense (5,315 ) (4,928 ) (555 ) — (10,798 ) Income from operations 8,560 7,655 2,148 — 18,363 Interest expense (69 ) (626 ) (2,115 ) — (2,810 ) Total assets 221,596 112,962 44,226 — 378,784 Capital expenditures (1) 4,595 2,594 757 — 7,946 Year ended December 28, 2014 Net revenues $ — $ 55,021 $ 1,722 $ (1,571 ) $ 55,172 Management fee revenue (expense) — (1,571 ) 1,571 — — Gain on sale of cost method investment — — 2,391 — 2,391 Charges related to arbitration award — — (2,530 ) — (2,530 ) Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization expense — (3,283 ) (230 ) — (3,513 ) Income (loss) from operations — 3,203 (27,154 ) — (23,951 ) Interest expense — (1,198 ) (11 ) — (1,209 ) Total assets — 35,688 86,341 — 122,029 Capital expenditures — 4,345 171 — 4,516 Year ended December 29, 2013 Net revenues $ — $ 30,934 $ 8,574 $ (718 ) $ 38,790 Management fee revenue (expense) — (718 ) 718 — — Recovery of impairment on notes receivable — — 17,382 — 17,382 Gain on extinguishment of liabilities — — 3,752 — 3,752 Impairments and other losses — — (3,356 ) — (3,356 ) Depreciation and amortization expense — (2,069 ) (920 ) — (2,989 ) Income (loss) from operations — (5,202 ) 18,611 — 13,409 Interest expense — (748 ) (496 ) — (1,244 ) Gain on modification of debt — 1,658 — — 1,658 Total assets — 34,364 112,897 — 147,261 Capital expenditures (1) — 20,605 90 — 20,695 Investment in unconsolidated investee — — 20,997 — 20,997 (1) Capital expenditures exclude non-cash purchases of property and equipment of approximately $2.8 million in the Distributed Gaming segment for the year ended December 31, 2015 and approximately $0.5 million in the Casinos segment for the year ended December 29, 2013. |
Note 20 - Selected Quarterly Fi
Note 20 - Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Quarterly Financial Information [Text Block] | Quarterly results of operations for the years ended December 31, 2015 and December 28, 2014 are summarized as follows: First Second Third Fourth Quarter (1) Quarter (2) Quarter (3) Quarter (4) (In thousands, except per share amounts) 2015 Net revenues $ 12,766 $ 15,329 $ 62,512 $ 86,435 Income (loss) from operations (1,341 ) 16 (7,752 ) 27,440 Net income (loss) (1,725 ) (179 ) 3,018 23,406 Net income (loss) per basic share (5) $ (0.13 ) $ (0.01 ) $ 0.16 $ 1.07 (1) Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger . (2) Results included approximately $0.4 million in transaction-related costs associated with the Merger . (3) Results included the operating results of Sartini Gaming from and after August 1, 2015 , following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger . (4) Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million . (5) Because net income (loss) per share amounts are calculated using the weighted average number of common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters does not equal the total net income (loss) per share amounts for the year. The per share amounts in the second half of 2015 were impacted by the issuance of an aggregate of approximately 8.5 million shares of the Company’s common stock in connection with the Merger. First Second Third Fourth Quarter Quarter (1) Quarter (2) Quarter (3) (In thousands, except per share amounts) 2014 Net revenues $ 12,310 $ 14,107 $ 15,930 $ 12,825 Income (loss) from operations (1,647 ) 326 (22,822 ) 192 Net income (loss) (1,768 ) 57 (23,076 ) (58 ) Net loss per basic share $ (0.14 ) $ — $ (1.72 ) $ — (1) Results included gain on sale of cost method investment of $1.0 million related to the Company’s former investment in Dania Entertainment. (2) Results included impairment losses of $21.0 million related to the write-down of the Company’s former investment in Rock Ohio Ventures and charges related to arbitration award of $2.5 million related to the matter of Jerry Argovitz v. Lakes Entertainment, Inc. and Lakes Shingle Springs, Inc. (3) Results included gain on sale of cost method investment of $1.4 million related to the Company’s former investment in Dania Entertainment and approximately $0.5 million in transaction-related costs associated with the Merger . |
Note 21 - Subsequent Events
Note 21 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 21. Subsequent Events On January 29, 2016, the Company completed the acquisition of approximately 1,000 gaming devices from a distributed gaming operator in the state of Montana, as well as certain non-gaming assets and the right to operate within certain locations. The Company, through a wholly owned subsidiary, purchased the assets from C. Lohman Games, Inc., Rocky Mountain Gaming, Inc. and Brandy’s Shoreliner Restaurant, Inc., collectively one of the largest distributed gaming operators in Montana, for total consideration of approximately $20 .1 million, including the issuance of 50,252 shares of the Company’s common stock. The Company is required to pay $2.0 million of the total purchase price in cash in four quarterly installments beginning in September 2017, subject to certain potential adjustments. The Company funded the cash portion of the purchase price paid at closing using excess cash and $15.0 million in borrowings under the Revolving Credit Facility. See Note 10, Debt |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | GOLDEN ENTERTAINMENT, INC. SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (In thousands) Balance at Beginning of Period Increase Decrease Balance at End of Period Deferred income tax valuation allowance: Year Ended December 31, 2015 $ 44,700 $ — $ (19,107 ) $ 25,593 Year Ended December 28, 2014 34,484 10,216 — 44,700 Year Ended December 29, 2013 41,135 — (6,651 ) 34,484 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates also include preliminary estimates of values assigned to assets acquired and liabilities assumed in connection with the Merger, including conclusions of useful lives, separate entity values and underlying valuation metrics and methods. These preliminary estimates could change significantly during the measurement period which can remain open for up to one year after the closing date of the Merger . See Note 3, Merger with Sartini Gaming, Inc., |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Investments in unconsolidated investees, which are 20% or less owned and where the Company does not have the ability to significantly influence the operating or financial decisions of the entity, are accounted for under the cost method. As of December 31, 2015, the Company did not have any investments in unconsolidated investees or any significant variable interests in variable interest entities. See Note 8, Cost Method Investments Effective September 10, 2014, the Company implemented a 1-for-2 reverse split of its common stock where each two shares of issued and outstanding common stock were converted into one share of common stock. The reverse split reduced the number of shares of the Company’s common stock outstanding from approximately 26.8 million to 13.4 million. The par value of the common stock remains at $0.01 per share and the number of authorized shares of common stock decreased from 200 million to 100 million. Proportional adjustments were also made to the Company’s outstanding stock options. All share information presented in this Annual Report on Form 10-K gives effect to the reverse stock split. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include highly-liquid investments with original maturities of three months or less. Although these balances may at times exceed the federal insured deposit limit, the Company believes such risk is mitigated by the quality of the institution holding such deposit. |
Marketable Securities, Policy [Policy Text Block] | Short-Term Investments and Concentrations of Credit Risk Short-term investments consist of commercial paper, corporate bonds and certificates of deposit which are classified as available-for-sale securities and are valued at current market value, with the resulting unrealized gains and losses, if any, excluded from earnings and reported, net of tax, as a separate component of shareholders' equity until realized. The Company’s investments in certificates of deposit have been federally-insured. Any investments in commercial paper and corporate bonds carry a rating by one or more of the nationally recognized statistical rating organizations. Any change in such rating agencies’ approach to evaluating credit and assigning an opinion could negatively impact the fair value of existing investments the Company owns at the time of such change. Any impairment loss to reduce an investment's carrying amount to its fair market value is recognized in income when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other-than-temporary. |
Inventory, Policy [Policy Text Block] | Inventory Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or market. Cost is determined using the average cost inventory method. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. A significant amount of the Company’s property and equipment was acquired through the Merger and therefore was initially recognized at fair value on July 31, 2015. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Building and site improvements (years) 5 - 40 Furniture and equipment (years) 1 - 15 Leasehold improvements (years) 1 - 28 The Company owns parcels of land, including land currently held for sale. The Company performs an impairment analysis on the land it owns at least quarterly to determine if an impairment has occurred. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Gaming Licenses The Company’s gaming licenses represent costs incurred to acquire the rights to conduct gaming in the states of Maryland, Montana and Nevada and have been recorded as intangible assets. The Maryland gaming license associated with Rocky Gap is subject to amortization as it has a finite life of 15 years. Amortization of the Rocky Gap gaming license began on the date the gaming facility opened for public play in May 2013. The Company considers its Nevada and Montana gaming licenses to be indefinite-lived intangible assets that are not subject to amortization. The Company evaluates the intangible assets for impairment on at least a quarterly basis. |
Revenue Recognition, Loyalty Programs [Policy Text Block] | Rewards Programs The Company has established a Rewards Club promotional program at Rocky Gap to encourage repeat business from frequent customers and patrons. Rewards Club casino player relationships represent loyalty program members who earn points based on play and amounts spent on the purchase of rooms, food, beverage and resort activities, which points are redeemable for complimentary slot play and free goods and services at Rocky Gap’s hotel, restaurants, spa and golf course. The Company also offers a Gold Mine Rewards promotional program at its Nevada casinos to encourage repeat business from frequent customers and patrons. The close proximity of the Company’s three Nevada casino properties allows it to leverage the convenience of a one-card player rewards system, where reward points and other benefits can be earned and redeemed across all three of the Company’s Nevada casinos via a single card. Gold Mine Rewards 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. In its Distributed Gaming segment, the Company also offers a Golden Rewards promotional program for its taverns. Golden Rewards tavern player relationships represent loyalty program members who earn points based on play, which points are redeemable for complimentary slot play, food and beverages, among other items. Tavern and casino player relationships are expected to lead to recurring revenue streams, as well as new revenue opportunities arising from the reputations. The Company records points redeemed for complimentary gaming play as a reduction to gaming revenue and points redeemed for free goods and services as promotional allowances. The Rewards Club, Gold Mine Rewards and Golden Rewards point accrual are included in current liabilities on the Company’s consolidated balance sheet. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition and Promotional Allowances The Company generally enters into three types of gaming device placement contracts as part of the distributed gaming business: space lease, revenue share and participation agreements. Under space lease agreements, the Company pays a fixed monthly rental fee for the right to install, maintain and operate the Company’s gaming devices at a business location. Under these agreements, the Company recognizes all gaming revenue and records fixed monthly rental fees as gaming expenses in the consolidated statement of operations. Under revenue share agreements, the Company records all gaming revenue generated from the Company’s gaming devices placed at the location and pays the business location a percentage of such gaming revenue. The amount the Company pays the business location is recorded as gaming expenses in the consolidated statement of operations. With regard to both space lease and revenue share agreements, the Company holds the applicable gaming license to conduct gaming at the location (although revenue share locations are required to obtain separate regulatory approval to receive a percentage of the gaming revenue). Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue that it generates from the Company’s gaming devices. Under these agreements, the Company records all gaming revenue generated from the Company’s gaming devices placed at the location and the amount the business location retains is recorded as gaming expenses in the consolidated statement of operations. Gaming revenue, which is defined as the difference between gaming wins and losses, is recognized as wins and losses occur from gaming activities. The retail value of rooms, food and beverage, and other services furnished to customers without charge, including coupons for discounts when redeemed, is included in gross revenues and then deducted as a promotional allowance. The estimated cost of providing such promotional allowances is included in gaming expenses. Food, beverage, and retail revenues are recorded at the time of sale. Room revenue is recorded at the time of occupancy. Sales taxes and surcharges collected from customers and remitted to governmental authorities are presented on a net basis. Accounts receivable deemed uncollectible are charged off through a provision for uncollectible accounts. No material amounts were deemed uncollectible during fiscal years 2015, 2014 or 2013. Revenue in prior periods from the management, development, financing of and consulting with Indian-owned casino gaming facilities was recognized as it was earned pursuant to the relevant agreement. |
Gaming Tax Policy [Policy Text Block] | Gaming Taxes Rocky Gap is subject to gaming taxes based on gross gaming revenues and also pays an annual flat tax based on the number of table games and video lottery terminals in operation during the year. The Company’s Pahrump casinos are subject to taxes based on gross gaming revenues and pay annual fees based on the number of slot machines and table games licensed during the year. Additionally, the Company’s Distributed Gaming segment is subject to taxes based on the Company’s share of non-restricted gross gaming revenue for those locations that have grandfathered rights to more than 15 gaming devices for play, and/or annual and quarterly fees at all tavern and third party distributed gaming locations. These gaming taxes are recorded as gaming expenses in the consolidated statements of operations. Total gaming taxes were $24.2 million, $20.2 million and $10.7 million for fiscal years 2015, 2014 and 2013, respectively. |
Advertising Costs, Policy [Policy Text Block] | Advertising Expenses The Company expenses advertising costs as incurred. Advertising expenses, which are included in selling, general and administrative expenses, were $3.4 million, $2.5 million and $2.0 million for fiscal years 2015, 2014 and 2013, respectively. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation Expense The Company has various share-based compensation programs, which provide for equity awards including stock options and restricted stock units. The Company uses the straight-line method to recognize compensation expense associated with share-based awards based on the fair value on the date of grant, net of the estimated forfeiture rate, if any. Expense is recognized over the requisite service period related to each award, which is the period between the grant date and the award’s stated vesting term. The fair value of stock options is estimated using the Black-Scholes option pricing model. All of the Company’s stock compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. See Note 12, Share-Based Compensation, |
Income Tax, Policy [Policy Text Block] | Income Taxes The determination of the Company’s income tax-related account balances requires the exercise of significant judgment by management. Accordingly, the Company determines deferred tax assets and liabilities based upon the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Management assesses the likelihood that deferred tax assets will be recovered from future taxable income and establishes a valuation allowance when management believes recovery is not likely. The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense. |
Legal Costs, Policy [Policy Text Block] | Litigation Costs The Company does not accrue for future litigation costs, if any, to be incurred in connection with outstanding litigation and other dispute matters but rather records such costs when the legal and other services are rendered. |
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 , applied prospectively for annual and interim periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-11 will be effective for the Company’s first quarter of 2017. The Company determined that the impact of the new standard on its consolidated financial statements will not be material. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements , which further clarifies the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Debt issuance costs related to line-of-credit of arrangements can be recorded as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, for interim periods within those fiscal years, and early adoption is permitted. The Company determined that the impact of the new standard on its consolidated financial statements will not be material. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment, Estimated Useful Lives [Table Text Block] | Building and site improvements (years) 5 - 40 Furniture and equipment (years) 1 - 15 Leasehold improvements (years) 1 - 28 |
Note 3 - Merger with Sartini 31
Note 3 - Merger with Sartini Gaming, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [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) $ 134,615,083 62.6 % $ 80,523,753 37.4 % 22,592,260 8,453,565 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amount Cash $ 25,539 Other current assets 14,830 Property and equipment 84,104 Intangible assets 80,760 Goodwill 96,288 Current liabilities (13,245 ) Warrant liability (3,435 ) Debt (190,587 ) Deferred tax liability (14,687 ) Other long-term liabilities (2,217 ) Total purchase price $ 77,350 |
Property, Plant and Equipment Acquired [Table Text Block] | Remaining Useful Life (Years) Amount Assigned Land Not applicable $ 12,470 Land improvements 5 - 14 4,030 Building and improvements 19 - 25 21,310 Leasehold improvements 1 - 28 20,793 Furniture, fixtures and equipment 1 - 11 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 Indefinite $ 12,200 Player relationships 8 - 14 7,600 Customer relationships 13 - 16 59,200 Gaming licenses Indefinite 960 Other intangible assets 2 - 10 800 Total intangible assets $ 80,760 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | 2016 2017 2018 2019 2020 Thereafter (In thousands) Estimated amortization expense $ 5,055 $ 4,992 $ 4,904 $ 4,904 $ 4,904 $ 40,736 |
Business Acquisition, Pro Forma Information [Table Text Block] | Twelve Months Ended December 31, December 28, 2015 2014 (In thousands, except per share data) Pro forma combined net revenues $ 345,437 $ 335,631 Pro forma combined net income (loss) 27,645 (38,426 ) Pro forma combined net income (loss) per share: Basic $ 1.27 $ (1.76 ) Diluted $ 1.25 $ (1.76 ) Weighted average common shares outstanding: Basic 21,848 21,833 Diluted 22,073 21,833 |
Note 5 - Short-term Investmen32
Note 5 - Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 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 – Balances as of December 28, 2014 $ 46,660 $ 46,638 $ (22 ) |
Note 6 - Property and Equipme33
Note 6 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 28, 2015 2014 (In thousands) Land $ 12,470 $ – Building and site improvements 67,984 27,905 Furniture and equipment 45,840 13,445 Construction in process 1,833 83 Property and equipment 128,127 41,433 Less: Accumulated depreciation (13,818 ) (8,694 ) Property and equipment, net $ 114,309 $ 32,739 |
Note 7 - Goodwill and Other I34
Note 7 - Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, December 28, 2015 2014 (In thousands) Goodwill $ 96,288 $ – Indefinite-lived intangible assets: Gaming licenses $ 960 $ – Trade names 12,200 – Other 50 – $ 13,210 $ – Finite-lived intangible assets: Customer relationships $ 59,200 $ – Less: Accumulated amortization (1,744 ) – 57,456 – Player relationships 7,600 – Less: Accumulated amortization (279 ) – 7,321 – Gaming license 2,100 2,100 Less: Accumulated amortization (367 ) (225 ) 1,733 1,875 Other intangible assets 1,248 627 Less: Accumulated amortization (144 ) (223 ) 1,104 404 Total finite-lived intangible assets, net 67,614 2,279 Total intangible assets, net $ 80,824 $ 2,279 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2016 2017 2018 2019 2020 Thereafter (In thousands) Estimated amortization expense $ 5,213 $ 5,150 $ 5,063 $ 5,063 $ 5,063 $ 42,062 |
Note 10 - Debt (Tables)
Note 10 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, December 28, 2015 2014 (In thousands) Term Loan $ 118,500 $ – Revolving Credit Facility 25,000 – Rocky Gap Financing Facility – 11,691 Notes payable 5,135 50 Total long-term debt 148,635 11,741 Less: Current portion (9,180 ) (1,368 ) Less: Unamortized debt discount — (1,432 ) Long-term debt, net of current portion and discount $ 139,455 $ 8,941 |
Schedule of Maturities of Long-term Debt [Table Text Block] | (In thousands) 2016 $ 9,180 2017 11,342 2018 9,841 2019 13,605 2020 104,611 Thereafter 56 $ 148,635 |
Note 11 - Promotional Allowan36
Note 11 - Promotional Allowances (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Estimated Retail Value for Promotional Allowances [Table Text Block] | Year Ended December 31, December 28, December 29, 2015 2014 2013 (In thousands) Food and beverage $ 6,633 $ 498 $ 131 Rooms 2,035 2,529 1,005 Other 214 157 — Total promotional allowances $ 8,882 $ 3,184 $ 1,136 |
Cost Of Promotional Allowances [Table Text Block] | Year Ended December 31, December 28, December 29, 2015 2014 2013 (In thousands) Food and beverage $ 2,263 $ 234 $ 131 Rooms 608 655 242 Other 205 122 — Total cost of promotional allowances $ 3,076 $ 1,011 $ 373 |
Note 12 - Share-based Compens37
Note 12 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
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 (25,088 ) — 9.62 Granted 1,695,000 (1,695,000 ) 9.07 Balance at December 31, 2015 2,419,529 724,529 837,635 $ 8.16 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 December 28, 2014 755,617 616,792 276,635 $ 6.09 2013 Balance at December 30, 2012 764,034 649,412 437,797 $ 5.84 Forfeited/cancelled/expired (53,377 ) 53,377 6.25 Exercised (140,236 ) — 5.52 Granted 227,750 (227,750 ) 6.18 Balance at December 29, 2013 798,171 585,769 263,424 $ 5.97 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 2013 Expected dividend yield — — — Risk-free interest rate 2.18 – 2.36 % 2.39 – 2.88 % 1.96 – 2.70 % Expected term (in years) 10 10 10 Expected volatility 27.24 – 27.60 % 32.87 – 39.35 % 39.32 – 43.78 % |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, December 28, December 29, 2015 2014 2013 (In thousands) Current: Federal $ 247 $ — $ — State — — — 247 — — Deferred: Federal $ (8,939 ) $ — $ — State (1,277 ) — — (10,216 ) — — Income tax benefit $ (9,969 ) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, December 28, December 29, 2015 2014 2013 Statutory federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income taxes 6.9 — — Change in valuation allowance (131.1 ) (34.9 ) (35.3 ) Permanent tax differences – Merger expenses 11.4 (0.1 ) 0.3 Permanent tax differences – Investment in unconsolidated investee 9.8 — — Permanent tax differences – Other 1.4 — — Other, net (1.8 ) — — (68.4 ) % — % — % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 28, 2015 2014 (In thousands) Current: Accruals and reserves $ 1,326 $ 674 Transaction costs 81 193 Prepaid services (897 ) — Net operating loss carryforwards 9,917 — Valuation allowances (10,427 ) (867 ) $ — $ — Non-current: Development costs $ 2,885 $ 3,173 Share-based compensation expense 1,550 1,269 Amortization of intangible assets (19,834 ) 48 Alternative minimum tax credit carryforward 1,420 919 Net operating loss carryforwards 21,696 40,684 Investment in unconsolidated investee — (1,530 ) Other 2,978 (730 ) Valuation allowances (15,166 ) (43,833 ) $ (4,471 ) $ — |
Note 16 - Financial Instrumen39
Note 16 - Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | December 31, December 28, 2015 2014 (In thousands) Short-Term Investments Commercial paper $ – $ 23,984 Corporate bonds – 21,693 Certificates of deposit – 961 |
Note 17 - Commitments and Con40
Note 17 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Rent Expense [Table Text Block] | 2015 2014 2013 (In thousands) Rent expense Space lease agreements $ 16,032 $ — $ — Related party leases 1,108 — — Other operating leases 4,619 339 390 $ 21,759 $ 339 $ 390 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2016 2017 2018 2019 2020 Thereafter (In thousands) Minimum lease payments Space lease agreements $ 35,033 $ 25,392 $ 18,860 $ 18,240 $ 3,372 $ 157 Related party leases 2,902 2,691 2,140 2,157 2,192 11,111 Other operating leases 9,667 8,151 7,149 6,412 6,259 53,161 $ 47,602 $ 36,234 $ 28,149 $ 26,809 $ 11,823 $ 64,429 |
Note 19 - Segment Information (
Note 19 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Year ended December 31, 2015 Net revenues $ 103,610 $ 73,245 $ 1,985 $ (1,798 ) $ 177,042 Management fee revenue (expense) — (1,798 ) 1,798 — — Recovery of impairment on notes receivable — — 23,590 — 23,590 Gain on sale of cost method investment — — 750 — 750 Impairments and other losses — — (682 ) — (682 ) Depreciation and amortization expense (5,315 ) (4,928 ) (555 ) — (10,798 ) Income from operations 8,560 7,655 2,148 — 18,363 Interest expense (69 ) (626 ) (2,115 ) — (2,810 ) Total assets 221,596 112,962 44,226 — 378,784 Capital expenditures (1) 4,595 2,594 757 — 7,946 Year ended December 28, 2014 Net revenues $ — $ 55,021 $ 1,722 $ (1,571 ) $ 55,172 Management fee revenue (expense) — (1,571 ) 1,571 — — Gain on sale of cost method investment — — 2,391 — 2,391 Charges related to arbitration award — — (2,530 ) — (2,530 ) Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization expense — (3,283 ) (230 ) — (3,513 ) Income (loss) from operations — 3,203 (27,154 ) — (23,951 ) Interest expense — (1,198 ) (11 ) — (1,209 ) Total assets — 35,688 86,341 — 122,029 Capital expenditures — 4,345 171 — 4,516 Year ended December 29, 2013 Net revenues $ — $ 30,934 $ 8,574 $ (718 ) $ 38,790 Management fee revenue (expense) — (718 ) 718 — — Recovery of impairment on notes receivable — — 17,382 — 17,382 Gain on extinguishment of liabilities — — 3,752 — 3,752 Impairments and other losses — — (3,356 ) — (3,356 ) Depreciation and amortization expense — (2,069 ) (920 ) — (2,989 ) Income (loss) from operations — (5,202 ) 18,611 — 13,409 Interest expense — (748 ) (496 ) — (1,244 ) Gain on modification of debt — 1,658 — — 1,658 Total assets — 34,364 112,897 — 147,261 Capital expenditures (1) — 20,605 90 — 20,695 Investment in unconsolidated investee — — 20,997 — 20,997 |
Note 20 - Selected Quarterly 42
Note 20 - Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Quarterly Financial Information [Table Text Block] | First Second Third Fourth Quarter (1) Quarter (2) Quarter (3) Quarter (4) (In thousands, except per share amounts) 2015 Net revenues $ 12,766 $ 15,329 $ 62,512 $ 86,435 Income (loss) from operations (1,341 ) 16 (7,752 ) 27,440 Net income (loss) (1,725 ) (179 ) 3,018 23,406 Net income (loss) per basic share (5) $ (0.13 ) $ (0.01 ) $ 0.16 $ 1.07 First Second Third Fourth Quarter Quarter (1) Quarter (2) Quarter (3) (In thousands, except per share amounts) 2014 Net revenues $ 12,310 $ 14,107 $ 15,930 $ 12,825 Income (loss) from operations (1,647 ) 326 (22,822 ) 192 Net income (loss) (1,768 ) 57 (23,076 ) (58 ) Net loss per basic share $ (0.14 ) $ — $ (1.72 ) $ — |
Schedule II - Valuation and Q43
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Summary of Allowance for Deferred Income Tax Valuation Allowance [Table Text Block] | Balance at Beginning of Period Increase Decrease Balance at End of Period Deferred income tax valuation allowance: Year Ended December 31, 2015 $ 44,700 $ — $ (19,107 ) $ 25,593 Year Ended December 28, 2014 34,484 10,216 — 44,700 Year Ended December 29, 2013 41,135 — (6,651 ) 34,484 |
Note 2 - Summary of Significa44
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, shares in Thousands, $ in Millions | Sep. 10, 2014$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 28, 2014USD ($)$ / sharesshares | Dec. 29, 2013USD ($) | Sep. 09, 2014shares |
Reverse Stock Split [Member] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2 | ||||
Finite-lived Gaming Licenses [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||
General and Administrative Expense [Member] | |||||
Advertising Expense | $ | $ 3.4 | $ 2.5 | $ 2 | ||
Common Stock, Shares, Outstanding | shares | 13,400 | 21,868 | 13,389 | 26,800 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common Stock, Shares Authorized | shares | 100,000 | 100,000 | 100,000 | 200,000 | |
Gaming Tax Expense | $ | $ 24.2 | $ 20.2 | $ 10.7 |
Note 2 - Property, Plant and Eq
Note 2 - Property, Plant and Equipment, Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building and Building Improvements [Member] | Minimum [Member] | |
Property and equipment, useful lives | 5 years |
Building and Building Improvements [Member] | Maximum [Member] | |
Property and equipment, useful lives | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment, useful lives | 1 year |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property and equipment, useful lives | 15 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property and equipment, useful lives | 1 year |
Leasehold Improvements [Member] | Maximum [Member] | |
Property and equipment, useful lives | 28 years |
Note 3 - Merger with Sartini 46
Note 3 - Merger with Sartini Gaming, Inc. (Details Textual) - USD ($) | Jul. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 30, 2014 | [6] | Jun. 29, 2014 | [7] | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||||
Sartini Gaming [Member] | To Holders of Warrants [Member] | |||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 457,172 | ||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 4,200,000 | ||||||||||||||||||||
Sartini Gaming [Member] | Decrease to Acquired Accounts Receivable [Member] | |||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | $ (1,600,000) | ||||||||||||||||||||
Sartini Gaming [Member] | Trade Names [Member] | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||||||
Sartini Gaming [Member] | Customer Relationships [Member] | Minimum [Member] | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | 13 years | |||||||||||||||||||
Sartini Gaming [Member] | Customer Relationships [Member] | Maximum [Member] | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 16 years | 16 years | |||||||||||||||||||
Sartini Gaming [Member] | Computer Software, Intangible Asset [Member] | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||||||
Sartini Gaming [Member] | Noncompete Agreements [Member] | |||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||||||||||||||
Sartini Gaming [Member] | Third Quarter, 2015 [Member] | |||||||||||||||||||||
Business Combination, Purchase Accounting Adjustments, Reversal of Amortization Expense | 200,000 | ||||||||||||||||||||
Sartini Gaming [Member] | Gaming Business [Member] | |||||||||||||||||||||
Assets | 221,600,000 | $ 221,600,000 | $ 221,600,000 | $ 221,600,000 | |||||||||||||||||
Sartini Gaming [Member] | Casino Business [Member] | |||||||||||||||||||||
Assets | 76,700,000 | 76,700,000 | 76,700,000 | 76,700,000 | |||||||||||||||||
Sartini Gaming [Member] | Finite-Lived Intangible Assets [Member] | |||||||||||||||||||||
Income Tax Expense (Benefit) | (10,000,000) | ||||||||||||||||||||
Sartini Gaming [Member] | |||||||||||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 8,453,565 | 8,453,565 | 8,500,000 | ||||||||||||||||||
Business Combination, Consideration Transferred | $ 77,400,000 | ||||||||||||||||||||
Business Acquisition, Share Price | $ 9.15 | ||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Held in Escrow | 777,274 | 777,274 | 777,274 | 777,274 | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Released from Escrow | 388,637 | ||||||||||||||||||||
Goodwill, Purchase Accounting Adjustments | $ 2,100,000 | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 14,687,000 | 14,700,000 | $ 14,700,000 | $ 14,700,000 | $ 14,700,000 | ||||||||||||||||
Revenue, Net | 117,600,000 | ||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 10,400,000 | ||||||||||||||||||||
Business Combination, Acquisition Related Costs | 900,000 | $ 9,300,000 | $ 400,000 | $ 800,000 | $ 500,000 | 11,500,000 | $ 500,000 | ||||||||||||||
Payments for Repurchase of Warrants | $ 3,400,000 | ||||||||||||||||||||
Income Tax Expense (Benefit) | $ 2,700,000 | (12,900,000) | |||||||||||||||||||
Sartini Trust [Member] | To Holders of Warrants [Member] | At Closing of Merger [Member] | |||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,772,736 | ||||||||||||||||||||
Sartini Trust [Member] | To Holders of Warrants [Member] | Post-closing of Merger [Member] | |||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 223,657 | ||||||||||||||||||||
Credit Agreement [Member] | Loans Payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 120,000,000 | ||||||||||||||||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | ||||||||||||||||||||
Revenue, Net | $ 86,435,000 | [1] | 62,512,000 | [2] | 15,329,000 | [3] | 12,766,000 | [4] | 12,825,000 | [5] | $ 15,930,000 | $ 14,107,000 | $ 12,310,000 | 177,042,000 | 55,172,000 | $ 38,790,000 | |||||
Net Income (Loss) Attributable to Parent | 23,406,000 | [1] | $ 3,018,000 | [2] | $ (179,000) | [3] | $ (1,725,000) | [4] | (58,000) | [5] | $ (23,076,000) | $ 57,000 | $ (1,768,000) | 24,520,000 | (24,845,000) | 18,651,000 | |||||
Assets | $ 378,784,000 | $ 122,029,000 | $ 378,784,000 | $ 378,784,000 | 378,784,000 | $ 122,029,000 | $ 147,261,000 | ||||||||||||||
Payments for Repurchase of Warrants | 3,435,000 | ||||||||||||||||||||
Income Tax Expense (Benefit) | $ (9,969,000) | ||||||||||||||||||||
[1] | Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million. | ||||||||||||||||||||
[2] | Results included the operating results of Sartini Gaming from and after August 1, 2015, following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. | ||||||||||||||||||||
[3] | Results included approximately $0.4 million in transaction-related costs associated with the Merger. | ||||||||||||||||||||
[4] | Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger. | ||||||||||||||||||||
[5] | Results included gain on sale of cost method investment of $1.4 million related to the Company’s former investment in Dania Entertainment and approximately $0.5 million in transaction-related costs associated with the Merger. | ||||||||||||||||||||
[6] | Results included impairment losses of $21.0 million related to the write-down of the Company’s former investment in Rock Ohio Ventures and charges related to arbitration award of $2.5 million related to the matter of Jerry Argovitz v. Lakes Entertainment, Inc. and Lakes Shingle Springs, Inc. | ||||||||||||||||||||
[7] | Results included gain on sale of cost method investment of $1.0 million related to the Company’s former investment in Dania Entertainment. |
Note 3 - Summary of Pre-Merger
Note 3 - Summary of Pre-Merger Values after Post-closing True-up Adjustment (Details) - Sartini Gaming [Member] | Jul. 31, 2015USD ($)shares |
Pre-Merger Value of Lakes | $ | $ 134,615,083 |
Lakes % | 62.60% |
Pre-Merger Value of Sartini Gaming | $ | $ 80,523,753 |
Sartini Gaming % | 37.40% |
Total Post-Closing Shares (in shares) (in shares) | shares | 22,592,260 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 8,453,565 |
Note 3 - Allocation of the Purc
Note 3 - Allocation of the Purchase Price (Details) | Jul. 31, 2015USD ($) |
Sartini Gaming [Member] | |
Cash | $ 25,539,000 |
Other current assets | 14,830,000 |
Property and equipment | 84,104,000 |
Intangible assets | 80,760,000 |
Goodwill | 96,288,000 |
Current liabilities | (13,245,000) |
Warrant liability | (3,435,000) |
Debt | (190,587,000) |
Deferred tax liability | (14,687,000) |
Other long-term liabilities | (2,217,000) |
Total purchase price | $ 77,350,000 |
Note 3 - Summary of Property an
Note 3 - Summary of Property and Equipment Acquired (Details) $ in Thousands | Jul. 31, 2015USD ($) |
Sartini Gaming [Member] | Land [Member] | |
Property and equipment | $ 12,470 |
Sartini Gaming [Member] | Land Improvements [Member] | Minimum [Member] | |
Property and equipment, useful lives | 5 years |
Sartini Gaming [Member] | Land Improvements [Member] | Maximum [Member] | |
Property and equipment, useful lives | 14 years |
Sartini Gaming [Member] | Land Improvements [Member] | |
Property and equipment | $ 4,030 |
Sartini Gaming [Member] | Building and Building Improvements [Member] | Minimum [Member] | |
Property and equipment, useful lives | 19 years |
Sartini Gaming [Member] | Building and Building Improvements [Member] | Maximum [Member] | |
Property and equipment, useful lives | 25 years |
Sartini Gaming [Member] | Building and Building Improvements [Member] | |
Property and equipment | $ 21,310 |
Sartini Gaming [Member] | Leasehold Improvements [Member] | Minimum [Member] | |
Property and equipment, useful lives | 1 year |
Sartini Gaming [Member] | Leasehold Improvements [Member] | Maximum [Member] | |
Property and equipment, useful lives | 28 years |
Sartini Gaming [Member] | Leasehold Improvements [Member] | |
Property and equipment | $ 20,793 |
Sartini Gaming [Member] | Furniture and Fixtures [Member] | Minimum [Member] | |
Property and equipment, useful lives | 1 year |
Sartini Gaming [Member] | Furniture and Fixtures [Member] | Maximum [Member] | |
Property and equipment, useful lives | 11 years |
Sartini Gaming [Member] | Furniture and Fixtures [Member] | |
Property and equipment | $ 22,866 |
Sartini Gaming [Member] | Construction in Progress [Member] | |
Property and equipment | 2,635 |
Sartini Gaming [Member] | |
Property and equipment | $ 84,104 |
Note 3 - Summary of Intangible
Note 3 - Summary of Intangible Assets Acquired (Details) - Sartini Gaming [Member] $ in Thousands | Jul. 31, 2015USD ($) |
Trade Names [Member] | |
Intangible assets | $ 12,200 |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Player Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 8 years |
Player Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 14 years |
Player Relationships [Member] | |
Intangible assets | $ 7,600 |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 13 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 16 years |
Customer Relationships [Member] | |
Intangible assets | $ 59,200 |
Other Intangible Assets [Member] | Minimum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Other Intangible Assets [Member] | Maximum [Member] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Other Intangible Assets [Member] | |
Intangible assets | $ 800 |
Licensing Agreements [Member] | |
Intangible assets | 960 |
Intangible assets | $ 80,760 |
Note 3 - Future Amortization Ex
Note 3 - Future Amortization Expense (Details) - Sartini Gaming [Member] $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 5,055 |
2,017 | 4,992 |
2,018 | 4,904 |
2,019 | 4,904 |
2,020 | 4,904 |
Thereafter | $ 40,736 |
Note 3 - Unaudited Pro Forma Co
Note 3 - Unaudited Pro Forma Condensed Consolidated Financial Information (Details) - Sartini Gaming [Member] - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Pro forma combined net revenues | $ 345,437 | $ 335,631 |
Pro forma combined net income (loss) | $ 27,645 | $ (38,426) |
Pro forma combined net income (loss) per share: | ||
Basic (in dollars per share) | $ 1.27 | $ (1.76) |
Diluted (in dollars per share) | $ 1.25 | $ (1.76) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 21,848 | 21,833 |
Diluted (in shares) | 22,073 | 21,833 |
Note 4 - Indian Casino Projec53
Note 4 - Indian Casino Projects (Details Textual) - USD ($) shares in Millions | Dec. 09, 2015 | Aug. 31, 2013 | Dec. 31, 2015 | Sep. 30, 2013 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 08, 2015 | Aug. 29, 2013 |
Shingle Springs Tribe [Member] | |||||||||
Proceeds from Collection of Loans Receivable | $ 57,100,000 | ||||||||
Notes, Loans and Financing Receivable, Gross, Current | $ 69,700,000 | ||||||||
Notes Receivable, Fair Value Disclosure | $ 39,700,000 | ||||||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 17,400,000 | ||||||||
Penn National [Member] | |||||||||
Financing Receivable, Gross | $ 60,000,000 | ||||||||
Proceeds from Sale of Notes Receivable | $ 24,000,000 | ||||||||
Jamul Tribe [Member] | |||||||||
Notes Receivable, Fair Value Disclosure | $ 0 | ||||||||
Sartini Trust [Member] | |||||||||
Shares Restricted from Distribution | 8 | ||||||||
To Holders of Warrants [Member] | |||||||||
Shares Restricted from Distribution | 0.5 | ||||||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 23,600,000 | $ 23,590,000 | $ 17,382,000 |
Note 5 - Short-term Investmen54
Note 5 - Short-term Investments (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 28, 2014 | Dec. 31, 2015 | |
Short-term Investments [Member] | ||
Other than Temporary Impairment Losses, Investments | $ 0 | |
Maximum [Member] | ||
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | (100,000) | |
Short-term Investments | 46,638,000 | $ 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | $ (22,000) |
Note 5 - Short-term Investmen55
Note 5 - Short-term Investments (Details) $ in Thousands | Dec. 28, 2014USD ($) |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | |
Amortized Cost | $ 23,982 |
Fair Value | 23,984 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | 2 |
Corporate Bond Securities [Member] | |
Amortized Cost | 21,717 |
Fair Value | 21,693 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | (24) |
Certificates of Deposit [Member] | |
Amortized Cost | 961 |
Fair Value | $ 961 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | |
Amortized Cost | $ 46,660 |
Fair Value | 46,638 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain (Loss), before Tax | $ (22) |
Note 6 - Property and Equipme56
Note 6 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 20, 2015 | Mar. 29, 2015 | Dec. 31, 2015 | Mar. 19, 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 | ||||
Furniture and Fixtures [Member] | Equipment Not yet Placed into Service [Member] | |||||
Property, Plant and Equipment, Gross | $ 4,800 | ||||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment, Gross | 45,840 | $ 13,445 | |||
Property, Plant and Equipment, Net | 114,309 | 32,739 | |||
Impairment of Long-Lived Assets to be Disposed of | $ 400 | ||||
Property, Plant and Equipment, Gross | $ 128,127 | $ 41,433 |
Note 6 - Property, Plant and Eq
Note 6 - Property, Plant and Equipment, at Cost (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Land [Member] | ||
Property, Plant and Equipment, Gross | $ 12,470 | |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment, Gross | 67,984 | $ 27,905 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 45,840 | 13,445 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross | 1,833 | 83 |
Property, Plant and Equipment, Gross | 128,127 | 41,433 |
Less: Accumulated depreciation | (13,818) | (8,694) |
Property, Plant and Equipment, Net | $ 114,309 | $ 32,739 |
Note 7 - Goodwill and Other I58
Note 7 - Goodwill and Other Intangible Assets, Net (Details Textual) - Licensing Agreements [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Amortization of Intangible Assets | $ 2.3 | $ 0.1 | $ 0.1 |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets, Net (Details) - USD ($) | Dec. 31, 2015 | Dec. 28, 2014 |
Indefinite-lived Gaming Licenses [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | $ 960 | |
Trade Names [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 12,200 | |
Other Indefinite-lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 50 | |
Customer Relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 59,200,000 | |
Less: Accumulated amortization | (1,744,000) | |
Finite-lived intangible assets, net | 57,456,000 | |
Player Relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 7,600,000 | |
Less: Accumulated amortization | (279,000) | |
Finite-lived intangible assets, net | 7,321,000 | |
Finite-lived Gaming Licenses [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 2,100,000 | $ 2,100,000 |
Less: Accumulated amortization | (367,000) | (225,000) |
Finite-lived intangible assets, net | 1,733,000 | 1,875,000 |
Other Finite-lived Intangible Assets [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 1,248,000 | 627,000 |
Less: Accumulated amortization | (144,000) | (223,000) |
Finite-lived intangible assets, net | 1,104,000 | $ 404,000 |
Goodwill | 96,288,000 | |
Indefinite-lived intangible assets | 13,210 | |
Finite-lived intangible assets, net | 67,614,000 | $ 2,279,000 |
Total intangible assets, net | $ 80,824,000 | $ 2,279,000 |
Note 7 - Estimated Future Amort
Note 7 - Estimated Future Amortization Expense for Gaming License (Details) - Licensing Agreements [Member] $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 5,213 |
2,017 | 5,150 |
2,018 | 5,063 |
2,019 | 5,063 |
2,020 | 5,063 |
Thereafter | $ 42,062 |
Note 8 - Cost Method Investme61
Note 8 - Cost Method Investments (Details Textual) - USD ($) | Jan. 25, 2015 | Oct. 17, 2014 | Apr. 21, 2014 | May. 22, 2013 | Mar. 29, 2015 | Sep. 28, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Jun. 29, 2014 | Oct. 02, 2011 | Jul. 03, 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 | $ 800,000 | ||||||||||
Cost-method Investments, Other than Temporary Impairment | 21,000,000 | |||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 800,000 | $ 800,000 | ||||||||||
Dania Entertainment Holdings [Member] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 5.00% | 20.00% | ||||||||||
Cost Method Investments, Fair Value Disclosure | $ 2,600,000 | |||||||||||
Cost-method Investments, Realized Gain (Loss) | 2,400,000 | |||||||||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 1,400,000 | $ 1,000,000 | ||||||||||
Cost Method Investment, Percentage Sold | 40.00% | |||||||||||
Dania Entertainment Holdings [Member] | ||||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 65,500,000 | |||||||||||
Dania Entertainment Holdings [Member] | ||||||||||||
Notes, Loans and Financing Receivable, Net, Current | $ 0 | $ 4,000,000 | ||||||||||
Cost Method Investments | $ 20,997,000 | |||||||||||
Cost-method Investments, Other than Temporary Impairment | $ 21,000,000 | |||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 750,000 | 2,391,000 | ||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 7,946,000 | $ 4,516,000 | $ 20,695,000 |
Note 9 - Land Held for Sale_D62
Note 9 - Land Held for Sale/Development (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Sep. 30, 2015 | May. 15, 2014 | |
Penn National [Member] | Maximum [Member] | ||||||
Annual Payment Option, Land Available for Development | $ 100,000 | |||||
Penn National [Member] | ||||||
Option Agreement Right to Purchase Land | 10 years | |||||
Land Available-for-sale | $ 7,000,000 | $ 5,500,000 | ||||
Land Available for Development, Inflation, Percent | 1.00% | |||||
Land [Member] | ||||||
Asset Impairment Charges | $ 0 | $ 0 | ||||
Assets Held-for-sale, Not Part of Disposal Group | 960,000 | 1,000,000 | ||||
Proceeds from Sale of Land Held-for-investment | 300,000 | |||||
Gain (Loss) on Sale of Land Classified as Held for Sale | 100,000 | |||||
Asset Impairment Charges | $ 682,000 | $ 20,997,000 | $ 3,356,000 |
Note 10 - Debt (Details Textual
Note 10 - Debt (Details Textual) - USD ($) | Jul. 31, 2015 | Jan. 31, 2016 | Dec. 30, 2012 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Credit Agreement [Member] | Loans Payable [Member] | Additional Tranches [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||
Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period One [Member] | ||||||
Debt Instrument, Periodic Payment | 1,500,000 | |||||
Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||||
Debt Instrument, Periodic Payment | 2,250,000 | |||||
Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||||
Debt Instrument, Periodic Payment | 3,000,000 | |||||
Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Four [Member] | ||||||
Debt Instrument, Periodic Payment | 4,500,000 | |||||
Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Five [Member] | ||||||
Debt Instrument, Periodic Payment | 70,500,000 | |||||
Credit Agreement [Member] | Loans Payable [Member] | ||||||
Debt Instrument, Face Amount | 120,000,000 | |||||
Long-term Debt | $ 118,500,000 | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Additional Tranches [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,500,000 | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||
Proceeds from Lines of Credit | $ 15,000,000 | |||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | |||||
Long-term Line of Credit | 25,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 15,000,000 | |||||
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] | ||||||
Debt, Weighted Average Interest Rate | 3.17% | |||||
Beneficial Ownership Threshold | 30.00% | |||||
Loans Payable [Member] | ||||||
Long-term Debt | $ 118,500,000 | |||||
Financing Facility [Member] | Centennial Bank [Member] | ||||||
Long-term Line of Credit | $ 11,700,000 | |||||
Line of Credit Facility, Increase (Decrease), Net | $ 17,500,000 | |||||
Repayments of Lines of Credit | $ 10,700,000 | |||||
Gains (Losses) on Extinguishment of Debt | 1,200,000 | |||||
Long-term Debt | 148,635,000 | $ 11,741,000 | ||||
Gains (Losses) on Extinguishment of Debt | $ (1,174,000) |
Note 10 - Long-term Debt (Detai
Note 10 - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Loans Payable [Member] | ||
Long-term Debt | $ 118,500 | |
Line of Credit [Member] | Revolving Credit Facility [Member] | ||
Long-term Debt | $ 25,000 | |
Line of Credit [Member] | Financing Facility [Member] | ||
Long-term Debt | $ 11,691 | |
Long-term Debt | $ 148,635 | 11,741 |
Notes payable | 5,135 | 50 |
Less: Current portion | $ (9,180) | (1,368) |
Less: Unamortized debt discount | (1,432) | |
Long-term debt, net of current portion and discount | $ 139,455 | $ 8,941 |
Note 10 - Long-term Debt, Princ
Note 10 - Long-term Debt, Principal Payment Schedule (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 9,180 |
2,017 | 11,342 |
2,018 | 9,841 |
2,019 | 13,605 |
2,020 | 104,611 |
Thereafter | 56 |
$ 148,635 |
Note 11 - Estimated Retail Valu
Note 11 - Estimated Retail Value of Promotional Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Food and Beverage [Member] | |||
Promotional Allowances | $ 6,633 | $ 498 | $ 131 |
Rooms [Member] | |||
Promotional Allowances | 2,035 | 2,529 | $ 1,005 |
Other1 [Member] | |||
Promotional Allowances | 214 | 157 | |
Promotional Allowances | $ 8,882 | $ 3,184 | $ 1,136 |
Note 11 - Estimated Cost of Pro
Note 11 - Estimated Cost of Providing Promotional Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Cost of Providing Promotional Allowances [Member] | |||
Food and beverage | $ 2,263 | $ 234 | $ 131 |
Rooms | 608 | 655 | $ 242 |
Other | 205 | 122 | |
Food and beverage | 19,373 | 4,771 | $ 3,758 |
Rooms | 968 | 694 | 863 |
Total cost of promotional allowances | $ 3,076 | $ 1,011 | $ 373 |
Note 12 - Share-based Compens68
Note 12 - Share-based Compensation (Details Textual) - USD ($) | Aug. 27, 2015 | Jun. 30, 2007 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Dec. 30, 2012 |
Stock Option and Compensation Plan 1998 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 12,500 | |||||
2015 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 555,000 | |||||
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 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,695,000 | |||||
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 | |||||
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 | 712,029 | |||||
Share-Based Compensation Vested Options Exercisable Term | 10 years | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | 0 | 0 | |||
Employee Stock Option [Member] | ||||||
Allocated Share-based Compensation Expense | $ 800,000 | $ 300,000 | $ 500,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 837,635 | 276,635 | 263,424 | 437,797 | ||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 0 | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,419,529 | 755,617 | 798,171 | 764,034 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 182 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 8.16 | $ 6.09 | $ 5.97 | $ 5.84 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 5,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 6.04 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 109 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 3,100,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 100,000 | $ 100,000 | $ 400,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.72 | $ 4.65 | $ 3.45 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 5,800,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 219 days |
Note 12 - Stock Option Activity
Note 12 - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Balance, beginning of year (in shares) | 755,617 | 798,171 | 764,034 |
Balance, beginning of year (in shares) | 616,792 | 585,769 | 649,412 |
Balance, beginning of year (in shares) | 276,635 | 263,424 | 437,797 |
Balance, beginning of year (in dollars per share) | $ 6.09 | $ 5.97 | $ 5.84 |
Authorized (in shares) | 2,250,000 | ||
Forfeited/cancelled/expired (in shares) | (6,000) | (25,211) | (53,377) |
Forfeited/cancelled/expired (in shares) | 6,000 | 24,211 | 53,377 |
Forfeited/cancelled/expired (in dollars per share) | $ 9.19 | $ 5.19 | $ 6.25 |
Exercised (in shares) | (25,088) | (28,343) | (140,236) |
Exercised (in dollars per share) | $ 9.62 | $ 4.73 | $ 5.52 |
Granted (in shares) | 1,695,000 | 11,000 | 227,750 |
Granted (in shares) | (1,695,000) | (11,000) | (227,750) |
Granted (in dollars per share) | $ 9.07 | $ 9.18 | $ 6.18 |
Balance, end of year (in shares) | 2,419,529 | 755,617 | 798,171 |
Balance, end of year (in shares) | 724,529 | 616,792 | 585,769 |
Balance, end of year (in shares) | 837,635 | 276,635 | 263,424 |
Balance, end of year (in dollars per share) | $ 8.16 | $ 6.09 | $ 5.97 |
Note 12 - Fair Value of Stock O
Note 12 - Fair Value of Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Minimum [Member] | |||
Risk-free interest rate | 2.18% | 2.39% | 1.96% |
Expected volatility | 27.24% | 32.87% | 39.32% |
Maximum [Member] | |||
Risk-free interest rate | 2.36% | 2.88% | 2.70% |
Expected volatility | 27.60% | 39.35% | 43.78% |
Expected term (in years) | 10 years | 10 years | 10 years |
Note 13 - Net Income (Loss) p71
Note 13 - Net Income (Loss) per Share of Common Stock (Details Textual) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 586,589 | 755,617 | 20,346 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination, Year under Examination | 2,009 |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Examination, Year under Examination | 2,013 |
Domestic Tax Authority [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 74.8 |
State and Local Jurisdiction [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $ 99.3 |
Note 14 - Components of Income
Note 14 - Components of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Current: | |||
Federal | $ 247 | ||
State | |||
Current income tax expense | $ 247 | ||
Deferred: | |||
Federal | (8,939) | ||
State | (1,277) | ||
Deferred income tax benefit | (10,216) | ||
Income tax benefit | $ (9,969) |
Note 14 - Effective Income Tax
Note 14 - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Statutory federal tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal income taxes | 6.90% | ||
Change in valuation allowance | 131.10% | 34.90% | 35.30% |
Permanent tax differences – Merger expenses | 11.40% | (0.10%) | 0.30% |
Permanent tax differences – Investment in unconsolidated investee | 9.80% | ||
Permanent tax differences – Other | 1.40% | ||
Other, net | (1.80%) | ||
Effective income tax rate | (68.40%) |
Note 14 - Deferred Tax Assets a
Note 14 - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 28, 2014 |
Accruals and reserves | $ 1,326 | $ 674 |
Transaction costs | 81 | $ 193 |
Prepaid services | (897) | |
Net operating loss carryforwards | 9,917 | |
Valuation allowances | (10,427) | $ (867) |
Development costs | 2,885 | 3,173 |
Share-based compensation expense | 1,550 | 1,269 |
Amortization of intangible assets | (19,834) | 48 |
Alternative minimum tax credit carryforward | 1,420 | 919 |
Net operating loss carryforwards | $ 21,696 | 40,684 |
Investment in unconsolidated investee | (1,530) | |
Other | $ 2,978 | (730) |
Valuation allowances | (15,166) | $ (43,833) |
Non-current deferred income tax (liabilities) assets | $ (4,471) |
Note 15 - Employee Retirement76
Note 15 - Employee Retirement Plan (Details Textual) - USD ($) $ in Millions | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Golden Entertainment Employees [Member] | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 4.00% | |||
Former Employees of Sartini Gaming [Member] | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | |||
Defined Contribution Plan, Employers Matching Contribution, Vesting Period | 5 years | |||
Defined Benefit Plan, Contributions by Employer | $ 0.2 | $ 0.2 | $ 0.1 |
Note 16 - Financial Instrumen77
Note 16 - Financial Instruments and Fair Value Measurements (Details Textual) - USD ($) | Jan. 25, 2015 | Jul. 31, 2015 | Dec. 28, 2014 | Sep. 28, 2014 |
Rock Ohio Ventures [Member] | ||||
Cost Method Investments, Fair Value Disclosure | $ 800,000 | $ 0 | ||
Payments for (Proceeds from) Investments | $ (800,000) | |||
Land and Land Improvements [Member] | Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | ||||
Property, Plant, and Equipment, Fair Value Disclosure | $ 37,800,000 | |||
Other Assets Acquired [Member] | Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | ||||
Property, Plant, and Equipment, Fair Value Disclosure | $ 46,300,000 | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Trade Names [Member] | Minimum [Member] | ||||
Royalty Rate | 1.00% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Trade Names [Member] | Maximum [Member] | ||||
Royalty Rate | 2.50% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Trade Names [Member] | ||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | $ 12,200,000 | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Player Relationships [Member] | Minimum [Member] | ||||
Annual Attrition Rate | 10.00% | |||
Fair Value Inputs, Discount Rate | 12.00% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Player Relationships [Member] | Maximum [Member] | ||||
Annual Attrition Rate | 20.00% | |||
Fair Value Inputs, Discount Rate | 13.00% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Player Relationships [Member] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 7,600,000 | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Customer Relationships [Member] | Minimum [Member] | ||||
Annual Attrition Rate | 5.00% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Customer Relationships [Member] | Maximum [Member] | ||||
Annual Attrition Rate | 12.50% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Customer Relationships [Member] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 59,200,000 | |||
Fair Value Inputs, Discount Rate | 11.00% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Computer Software, Intangible Asset [Member] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 500,000 | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Noncompete Agreements [Member] | ||||
Finite-lived Intangible Assets, Fair Value Disclosure | $ 300,000 | |||
Fair Value Inputs, Discount Rate | 9.80% | |||
Fair Value Input, Probability Factor | 10.00% | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | Licensing Agreements [Member] | ||||
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure | $ 1,000,000 | |||
Fair Value, Inputs, Level 3 [Member] | Sartini Gaming [Member] | ||||
Finite and Indefinite-lived Intangible Assets, Excluding Goodwill, Fair Value Disclosure | $ 80,800,000 |
Note 16 - Estimated Fair Value
Note 16 - Estimated Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2015 | Dec. 28, 2014 |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | ||
Fair Value | $ 0 | $ 23,984,000 |
Fair Value, Inputs, Level 2 [Member] | Corporate Bond Securities [Member] | ||
Fair Value | 0 | 21,693,000 |
Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | ||
Fair Value | $ 0 | 961,000 |
Commercial Paper, Not Included with Cash and Cash Equivalents [Member] | ||
Fair Value | 23,984,000 | |
Corporate Bond Securities [Member] | ||
Fair Value | 21,693,000 | |
Certificates of Deposit [Member] | ||
Fair Value | 961,000 | |
Fair Value | $ 46,638,000 |
Note 17 - Commitments and Con79
Note 17 - Commitments and Contingencies (Details Textual) | Mar. 30, 2015 | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)a | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | Dec. 31, 2015USD ($)a | Oct. 01, 2015USD ($) |
Revenue Share and Participation Arrangements [Member] | Immediate Family Member of Management or Principal Owner [Member] | |||||||
Related Party Transaction, Amounts of Transaction | $ 700,000 | $ 0 | $ 0 | ||||
Revenue Share and Participation Arrangements [Member] | |||||||
Casino Expenses | 41,700,000 | 0 | 0 | ||||
Immediate Family Member of Management or Principal Owner [Member] | |||||||
Casino Expenses | 460,000 | ||||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Surcharge Revenue [Member] | |||||||
Operating Leases, Rent Expense | $ 100,000 | 100,000 | 100,000 | $ 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] | |||||||
Area of Real Estate Property | a | 270 | 270 | |||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 20 years | ||||||
Operating Leases, Rent Expense | $ 300,000 | 300,000 | 400,000 | $ 275,000 | |||
Operating Leases, Income Statement, Percent Revenue, Percent | 0.90% | ||||||
Mr. Sartini [Member] | |||||||
Liability Contingency, Estimated Severance Payments | $ 6,200,000 | ||||||
Stephen Arcana [Member] | |||||||
Liability Contingency, Estimated Severance Payments | 1,800,000 | ||||||
Matthew W. Flandermeyer [Member] | |||||||
Liability Contingency, Estimated Severance Payments | $ 1,600,000 | ||||||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | Sublease to Unrelated Third Party [Member] | Maximum [Member] | |||||||
Operating Leases, Income Statement, Sublease Revenue | $ 100,000 | ||||||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | Sublease to Unrelated Third Party [Member] | |||||||
Area of Land | a | 2 | 2 | |||||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | |||||||
Number of Leased Parcels | 4 | ||||||
Area of Land | a | 9 | 9 | |||||
Office Headquarters [Member] | Maximum [Member] | |||||||
Operating Leases, Income Statement, Sublease Revenue | $ 100,000 | ||||||
Maximum [Member] | |||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 15 years | ||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 14 years | ||||||
Minimum [Member] | |||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 1 year | ||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 1 year | ||||||
Former CEO and CFO [Member] | |||||||
Severance Costs | $ 2,200,000 | ||||||
Jerry Argovitz Litigation [Member] | |||||||
Loss Contingency, Damages Sought, Value | $ 1,000,000 | ||||||
Casino Expenses | 98,268,000 | 25,031,000 | 13,470,000 | ||||
Operating Leases, Rent Expense | $ 21,759,000 | $ 339,000 | $ 390,000 | ||||
Severance Costs | $ 2,800,000 | ||||||
Restructuring and Related Cost, Number of Positions Eliminated | 14 |
Note 17 - Rent Expense (Details
Note 17 - Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Space Leases [Member] | |||
Rent expense | |||
Operating Leases, Rent Expense | $ 16,032 | ||
Related Party Leases [Member] | |||
Rent expense | |||
Operating Leases, Rent Expense | 1,108 | ||
Other Operating Leases [Member] | |||
Rent expense | |||
Operating Leases, Rent Expense | 4,619 | $ 339 | $ 390 |
Operating Leases, Rent Expense | $ 21,759 | $ 339 | $ 390 |
Note 17 - Future Minimum Paymen
Note 17 - Future Minimum Payments for Operating Lease (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Space Leases [Member] | |
2,016 | $ 35,033 |
2,017 | 25,392 |
2,018 | 18,860 |
2,019 | 18,240 |
2,020 | 3,372 |
Thereafter | 157 |
Related Party Leases [Member] | |
2,016 | 2,902 |
2,017 | 2,691 |
2,018 | 2,140 |
2,019 | 2,157 |
2,020 | 2,192 |
Thereafter | 11,111 |
Other Operating Leases [Member] | |
2,016 | 9,667 |
2,017 | 8,151 |
2,018 | 7,149 |
2,019 | 6,412 |
2,020 | 6,259 |
Thereafter | 53,161 |
2,016 | 47,602 |
2,017 | 36,234 |
2,018 | 28,149 |
2,019 | 26,809 |
2,020 | 11,823 |
Thereafter | $ 64,429 |
Note 18 - Related Party Trans82
Note 18 - Related Party Transactions (Details Textual) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Office Headquarters Lease [Member] | Mr. Sartini [Member] | Maximum [Member] | ||||
Operating Leases, Income Statement, Sublease Revenue | $ 100,000 | |||
Office Headquarters Lease [Member] | Mr. Sartini [Member] | ||||
Due to Related Parties | $ 0 | 0 | ||
Related Party Transaction, Amounts of Transaction | 500,000 | |||
Tavern Leases [Member] | Mr. Sartini [Member] | ||||
Due to Related Parties | 0 | 0 | ||
Related Party Transaction, Amounts of Transaction | $ 600,000 | |||
Office Headquarters and Tavern Lease [Member] | Mr. Sartini [Member] | ||||
Percentage of Counterparty Ownership by Related Party | 33.00% | |||
Office Headquarters and Tavern Lease [Member] | Stephen Arcana [Member] | ||||
Percentage of Counterparty Ownership by Related Party | 3.00% | |||
Office Headquarters and Tavern Lease [Member] | Minimum [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 1 year | |||
Office Headquarters and Tavern Lease [Member] | Maximum [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 14 years | |||
Additional Tavern Lease [Member] | Mr. Sartini [Member] | ||||
Percentage of Counterparty Ownership by Related Party | 65.00% | |||
Additional Tavern Lease [Member] | Stephen Arcana [Member] | ||||
Percentage of Counterparty Ownership by Related Party | 5.00% | |||
Base Salary [Member] | Son of Chief Executive Officer [Member] | ||||
Related Party Transaction, Amounts of Transaction | 113,000 | $ 275,000 | ||
Discretionary Bonuses [Member] | Son of Chief Executive Officer [Member] | ||||
Related Party Transaction, Amounts of Transaction | 10,000 | |||
Immediate Family Member of Management or Principal Owner [Member] | Maximum [Member] | ||||
Due to Related Parties | 100,000 | 100,000 | ||
Immediate Family Member of Management or Principal Owner [Member] | ||||
Due to Related Parties | 0 | 0 | ||
Casino Revenue | 540,000 | |||
Casino Expenses | 460,000 | |||
Director [Member] | ||||
Due to Related Parties | $ 0 | 0 | ||
Casino Revenue | 310,000 | |||
Casino Expenses | $ 250,000 | |||
Son of Chief Executive Officer [Member] | ||||
Related Party, Eligible Target Annual Bonus, Next Twelve Months | 35.00% | 35.00% | ||
Minimum [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 1 year | |||
Maximum [Member] | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 14 years | |||
Casino Revenue | $ 148,447,000 | $ 43,458,000 | $ 22,673,000 | |
Casino Expenses | $ 98,268,000 | $ 25,031,000 | $ 13,470,000 |
Note 19 - Segment Information83
Note 19 - Segment Information (Details Textual) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 29, 2013USD ($) | |
Distributed Gaming [Member] | ||
Other Significant Noncash Transaction, Value of Consideration Given | $ 2.8 | |
Casinos [Member] | ||
Other Significant Noncash Transaction, Value of Consideration Given | $ 0.5 | |
Number of Reportable Segments | 2 |
Note 19 - Assets and Operations
Note 19 - Assets and Operations of Report Segments (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | Dec. 29, 2013USD ($) | |||
Operating Segments [Member] | Distributed Gaming [Member] | |||||
Revenue, Net | $ 103,610 | ||||
Management fee revenue (expense) | |||||
Allowance for Doubtful Accounts Receivable, Recoveries | |||||
Cost-method Investments, Realized Gain (Loss) | |||||
Impairments and other losses | |||||
Depreciation and amortization expense | $ (5,315) | ||||
Income from operations | 8,560 | ||||
Interest expense | (69) | ||||
Assets | 221,596 | ||||
Capital expenditures (1) | 4,595 | [1] | |||
Gain (Loss) Related to Litigation Settlement | |||||
Gain on extinguishment of liabilities | |||||
Gain on modification of debt | |||||
Investment in unconsolidated investee | |||||
Operating Segments [Member] | Casinos [Member] | |||||
Revenue, Net | 73,245 | $ 55,021 | $ 30,934 | ||
Management fee revenue (expense) | $ (1,798) | $ (1,571) | $ (718) | ||
Allowance for Doubtful Accounts Receivable, Recoveries | |||||
Cost-method Investments, Realized Gain (Loss) | |||||
Impairments and other losses | |||||
Depreciation and amortization expense | $ (4,928) | $ (3,283) | $ (2,069) | ||
Income from operations | 7,655 | 3,203 | (5,202) | ||
Interest expense | (626) | (1,198) | (748) | ||
Assets | 112,962 | 35,688 | 34,364 | ||
Capital expenditures (1) | 2,594 | [1] | $ 4,345 | $ 20,605 | [1] |
Gain (Loss) Related to Litigation Settlement | |||||
Gain on extinguishment of liabilities | |||||
Gain on modification of debt | $ 1,658 | ||||
Investment in unconsolidated investee | |||||
Consolidation, Eliminations [Member] | |||||
Revenue, Net | $ (1,798) | $ (1,571) | $ (718) | ||
Management fee revenue (expense) | |||||
Allowance for Doubtful Accounts Receivable, Recoveries | |||||
Cost-method Investments, Realized Gain (Loss) | |||||
Impairments and other losses | |||||
Depreciation and amortization expense | |||||
Income from operations | |||||
Interest expense | |||||
Assets | |||||
Capital expenditures (1) | |||||
Gain (Loss) Related to Litigation Settlement | |||||
Gain on extinguishment of liabilities | |||||
Gain on modification of debt | |||||
Investment in unconsolidated investee | |||||
Corporate and Other [Member] | |||||
Revenue, Net | $ 1,985 | $ 1,722 | $ 8,574 | ||
Management fee revenue (expense) | 1,798 | 1,571 | 718 | ||
Allowance for Doubtful Accounts Receivable, Recoveries | 23,590 | 17,382 | |||
Cost-method Investments, Realized Gain (Loss) | 750 | 2,391 | |||
Impairments and other losses | (682) | (20,997) | (3,356) | ||
Depreciation and amortization expense | (555) | (230) | (920) | ||
Income from operations | 2,148 | (27,154) | 18,611 | ||
Interest expense | (2,115) | (11) | (496) | ||
Assets | 44,226 | 86,341 | 112,897 | ||
Capital expenditures (1) | 757 | [1] | 171 | 90 | [1] |
Gain (Loss) Related to Litigation Settlement | (2,530) | ||||
Gain on extinguishment of liabilities | $ 3,752 | ||||
Gain on modification of debt | |||||
Investment in unconsolidated investee | $ 20,997 | ||||
Revenue, Net | $ 177,042 | $ 55,172 | $ 38,790 | ||
Management fee revenue (expense) | |||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 23,590 | $ 17,382 | |||
Cost-method Investments, Realized Gain (Loss) | 750 | $ 2,391 | |||
Impairments and other losses | (682) | (20,997) | $ (3,356) | ||
Depreciation and amortization expense | (10,798) | (3,513) | (2,989) | ||
Income from operations | 18,363 | (23,951) | 13,409 | ||
Interest expense | (2,810) | (1,209) | (1,244) | ||
Assets | 378,784 | 122,029 | 147,261 | ||
Capital expenditures (1) | $ 7,946 | [1] | 4,516 | $ 20,695 | [1] |
Gain (Loss) Related to Litigation Settlement | $ (2,530) | ||||
Gain on extinguishment of liabilities | $ 3,752 | ||||
Gain on modification of debt | 1,658 | ||||
Investment in unconsolidated investee | $ 20,997 | ||||
[1] | Capital expenditures exclude non-cash purchases of property and equipment of approximately $2.8 million in the Distributed Gaming segment for the year ended December 31, 2015 and approximately $0.5 million in the Casinos segment for the year ended December 29, 2013. |
Note 20 - Selected Quarterly 85
Note 20 - Selected Quarterly Financial Information (Unaudited) (Details Textual) - USD ($) | Jul. 31, 2015 | Jan. 25, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 28, 2014 | Sep. 28, 2014 | Jun. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Rock Ohio Ventures [Member] | |||||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 800,000 | $ 800,000 | |||||||||||
Cost-method Investments, Other than Temporary Impairment | $ 21,000,000 | ||||||||||||
Dania Entertainment Center [Member] | |||||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 1,000,000 | ||||||||||||
Cost-method Investments, Realized Gains | $ 1,400,000 | ||||||||||||
Sartini Gaming [Member] | Financing Facility [Member] | Centennial Bank [Member] | |||||||||||||
Gains (Losses) on Extinguishment of Debt | $ (1,200,000) | ||||||||||||
Sartini Gaming [Member] | |||||||||||||
Business Combination, Acquisition Related Costs | $ 900,000 | 9,300,000 | $ 400,000 | $ 800,000 | $ 500,000 | $ 11,500,000 | $ 500,000 | ||||||
Income Tax Expense (Benefit) | $ 2,700,000 | $ (12,900,000) | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 8,453,565 | 8,453,565 | 8,500,000 | ||||||||||
Financing Facility [Member] | Centennial Bank [Member] | |||||||||||||
Gains (Losses) on Extinguishment of Debt | 1,200,000 | ||||||||||||
Jerry Argovitz Litigation [Member] | |||||||||||||
Gain (Loss) Related to Litigation Settlement | (2,500,000) | ||||||||||||
Cost-method Investments, Realized Gain (Loss) | 750,000 | $ 2,391,000 | |||||||||||
Gains (Losses) on Extinguishment of Debt | (1,174,000) | ||||||||||||
Income Tax Expense (Benefit) | (9,969,000) | ||||||||||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 23,600,000 | $ 23,590,000 | $ 17,382,000 | ||||||||||
Cost-method Investments, Other than Temporary Impairment | $ 21,000,000 | ||||||||||||
Gain (Loss) Related to Litigation Settlement | $ (2,530,000) |
Note 20 - Quarterly Results (De
Note 20 - Quarterly Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2015 | [1] | Sep. 30, 2015 | [2] | Jun. 28, 2015 | [3] | Mar. 29, 2015 | [4] | Dec. 28, 2014 | Sep. 30, 2014 | [6] | Jun. 29, 2014 | Mar. 30, 2014 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |||
Revenue, Net | $ 86,435 | $ 62,512 | $ 15,329 | $ 12,766 | $ 12,825 | [5] | $ 15,930 | $ 14,107 | [7] | $ 12,310 | $ 177,042 | $ 55,172 | $ 38,790 | |||||
Income (loss) from operations | 27,440 | (7,752) | 16 | (1,341) | 192 | [5] | (22,822) | 326 | [7] | (1,647) | 18,363 | (23,951) | 13,409 | |||||
Net Income (Loss) Attributable to Parent | $ 23,406 | $ 3,018 | $ (179) | $ (1,725) | $ (58) | [5] | $ (23,076) | $ 57 | [7] | $ (1,768) | $ 24,520 | $ (24,845) | $ 18,651 | |||||
Basic (in dollars per share) | $ 1.07 | [8] | $ 0.16 | [8] | $ (0.01) | [8] | $ (0.13) | [8] | $ (1.72) | $ (0.14) | $ 1.45 | $ (1.86) | $ 1.41 | |||||
[1] | Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million. | |||||||||||||||||
[2] | Results included the operating results of Sartini Gaming from and after August 1, 2015, following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. | |||||||||||||||||
[3] | Results included approximately $0.4 million in transaction-related costs associated with the Merger. | |||||||||||||||||
[4] | Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger. | |||||||||||||||||
[5] | Results included gain on sale of cost method investment of $1.4 million related to the Company’s former investment in Dania Entertainment and approximately $0.5 million in transaction-related costs associated with the Merger. | |||||||||||||||||
[6] | Results included impairment losses of $21.0 million related to the write-down of the Company’s former investment in Rock Ohio Ventures and charges related to arbitration award of $2.5 million related to the matter of Jerry Argovitz v. Lakes Entertainment, Inc. and Lakes Shingle Springs, Inc. | |||||||||||||||||
[7] | Results included gain on sale of cost method investment of $1.0 million related to the Company’s former investment in Dania Entertainment. | |||||||||||||||||
[8] | Because net income (loss) per share amounts are calculated using the weighted average number of common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters does not equal the total net income (loss) per share amounts for the year. The per share amounts in the second half of 2015 were impacted by the issuance of an aggregate of approximately 8.5 million shares of the Company’s common stock in connection with the Merger. |
Note 21 - Subsequent Events (De
Note 21 - Subsequent Events (Details Textual) - Gaming Devices [Member] - Subsequent Event [Member] $ in Millions | Jan. 29, 2016USD ($)shares |
Noncash or Part Noncash Acquisition, Value of Assets Acquired | $ 20.1 |
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | shares | 50,252 |
Noncash or Part Noncash Acquisition, Periodic Payments | $ 2 |
Noncash or Part Noncash Acquisition, Number of Periodic Payments | 4 |
Proceeds from Lines of Credit | $ 15 |
Schedule II - Valuation and Q88
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Balance at beginning of period | $ 44,700 | $ 34,484 | $ 41,135 |
Increase | $ 10,216 | ||
Decrease | $ (19,107) | $ (6,651) | |
Balance at end of period | $ 25,593 | $ 44,700 | $ 34,484 |