Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 03, 2016 | |
Document And Entity Information [Abstract] | ||
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 Common Stock, Shares Outstanding (in shares) | 22,229,646 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 39,963 | $ 69,177 |
Accounts receivable, net of allowance for doubtful accounts of $0.6 million and $0.4 million, respectively | 4,519 | 3,033 |
Income taxes receivable | 2,353 | 2,078 |
Prepaid expenses | 8,972 | 6,803 |
Inventories | 2,583 | 2,439 |
Other | 951 | 1,074 |
Total current assets | 59,341 | 84,604 |
Property and equipment, net | 136,419 | 114,309 |
Other assets | ||
Goodwill | 105,655 | 96,288 |
Customer relationships, net | 87,274 | 67,614 |
Other intangible assets, net | 28,014 | 23,368 |
Other | 6,369 | 2,759 |
Total other assets | 212,568 | 179,871 |
Total assets | 408,328 | 378,784 |
Current liabilities | ||
Current portion of long-term debt, net | 14,545 | 8,552 |
Accounts payable | 10,795 | 8,237 |
Accrued taxes, other than income taxes | 894 | 831 |
Accrued payroll and related | 3,435 | 3,494 |
Deposits | 272 | 128 |
Other accrued expenses | 3,729 | 3,476 |
Total current liabilities | 33,670 | 24,718 |
Long-term debt, net | 167,019 | 137,546 |
Deferred taxes | 5,136 | 4,471 |
Other long-term obligations | 4,419 | 1,564 |
Total liabilities | 210,244 | 168,299 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity | ||
Common stock, $.01 par value; authorized 100,000 shares; 22,213 and 21,868 common shares issued and outstanding, respectively | 222 | 353 |
Additional paid-in capital | 288,775 | 283,857 |
Accumulated deficit | (90,913) | (73,725) |
Total shareholders' equity | 198,084 | 210,485 |
Total liabilities and shareholders' equity | 408,328 | 378,784 |
Customer Relationships [Member] | ||
Other assets | ||
Customer relationships, net | $ 72,530 | $ 57,456 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 0.6 | $ 0.4 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 22,229,000 | 21,868,000 |
Common stock, shares outstanding (in shares) | 22,229,000 | 21,868,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Gaming | $ 89,157 | $ 52,336 | $ 255,966 | $ 74,746 |
Food and beverage | 14,404 | 9,230 | 41,846 | 12,320 |
Rooms | 2,349 | 2,141 | 5,849 | 5,010 |
Other operating | 3,298 | 1,873 | 8,589 | 3,061 |
Gross revenues | 109,208 | 65,580 | 312,250 | 95,137 |
Less: Promotional allowances | (4,982) | (3,068) | (14,432) | (4,530) |
Net revenues | 104,226 | 62,512 | 297,818 | 90,607 |
Expenses | ||||
Gaming | 65,261 | 35,661 | 184,293 | 48,284 |
Food and beverage | 8,646 | 6,824 | 25,245 | 9,143 |
Rooms | 355 | 270 | 920 | 643 |
Other operating | 1,247 | 813 | 3,193 | 1,555 |
Selling, general and administrative | 17,816 | 12,134 | 50,272 | 22,542 |
Merger expenses | 139 | 9,325 | 614 | 10,591 |
(Gain) loss on disposal of property and equipment | (344) | 8 | (344) | 6 |
Gain on sale of cost method investment | (750) | |||
Impairments and other losses | 682 | |||
Preopening expenses | 801 | 129 | 1,893 | 129 |
Depreciation and amortization | 7,223 | 5,100 | 19,862 | 6,859 |
Total expenses | 101,144 | 70,264 | 285,948 | 99,684 |
Income (loss) from operations | 3,082 | (7,752) | 11,870 | (9,077) |
Non-operating income (expense) | ||||
Interest expense, net | (1,689) | (980) | (4,786) | (1,423) |
Loss on extinguishment of debt | (1,174) | (1,174) | ||
Other, net | 50 | 18 | 86 | |
Total non-operating expense, net | (1,689) | (2,104) | (4,768) | (2,511) |
Income (loss) before income tax benefit (provision) | 1,393 | (9,856) | 7,102 | (11,588) |
Income tax benefit (provision) | (91) | 12,874 | (761) | 12,702 |
Net income | 1,302 | 3,018 | 6,341 | 1,114 |
Other comprehensive income | 20 | 22 | ||
Comprehensive income | $ 1,302 | $ 3,038 | $ 6,341 | $ 1,136 |
Weighted-average common shares outstanding | ||||
Basic | 22,221 | 18,821 | 22,103 | 15,240 |
Dilutive impact of stock options | 564 | 241 | 319 | 213 |
Diluted | 22,785 | 19,062 | 22,422 | 15,453 |
Net income per share | ||||
Basic | $ 0.06 | $ 0.16 | $ 0.29 | $ 0.07 |
Diluted | $ 0.06 | $ 0.16 | $ 0.28 | $ 0.07 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||
Net income | $ 6,341 | $ 1,114 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 19,862 | 6,859 |
Amortization of debt issuance costs and accretion of debt discount | 538 | 363 |
Accretion and amortization of discounts and premiums on short-term investments | 240 | |
Share-based compensation | 2,509 | 410 |
(Gain) loss on disposal of property and equipment | (344) | 6 |
Loss on extinguishment of debt | 1,174 | |
Impairments and other losses | 357 | |
Deferred income taxes | 776 | (12,728) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (973) | 1,194 |
Prepaid expenses | (2,916) | 1,272 |
Income taxes receivable | (144) | |
Other current assets | (90) | 231 |
Deposits | 150 | |
Accrued taxes, other than income taxes | (212) | (180) |
Accounts payable and other accrued expenses | 2,602 | (1,076) |
Other | (289) | |
Net cash provided by (used in) operating activities | 27,804 | (758) |
Cash flows from investing activities | ||
Acquisition of businesses, net of cash acquired | (41,273) | 25,539 |
Purchase of property and equipment | (24,208) | (2,882) |
Purchase of short-term investments | (25,137) | |
Proceeds from maturities of short-term investments | 71,357 | |
Proceeds from disposal of property and equipment | 400 | 4,409 |
Issuance of notes receivable | (107) | |
Other | (2,083) | (1,399) |
Net cash provided by (used in) investing activities | (67,271) | 71,887 |
Cash flows from financing activities | ||
Repayments of Term Loans | (5,500) | (202,546) |
Proceeds from Term Loans | 40,000 | 145,336 |
Repayments of notes payable | (1,539) | |
Dividends paid | (23,529) | |
Proceeds from issuance of common stock | 1,778 | 35 |
Payments for debt issuance costs | (500) | (2,723) |
Principal payments under capital leases | (457) | |
Warrant repurchase | (3,435) | |
Other | (56) | |
Net cash provided by (used in) financing activities | 10,253 | (63,389) |
Net increase (decrease) for the period | (29,214) | 7,740 |
Balance, beginning of period | 69,177 | 35,416 |
Balance, end of period | 39,963 | 43,156 |
Supplemental cash flow disclosures | ||
Interest | 4,248 | 1,160 |
Non-cash investing and financing activities | ||
Notes payable issued for property and equipment | 345 | |
Equipment acquired under capital lease obligations | 2,597 | |
Common stock issued in connection with acquisition | $ 500 | $ 75,304 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | Note 1 – Nature of Business and Basis of Presentation Overview Golden Entertainment, Inc. (formerly named Lakes Entertainment, Inc.) and its wholly owned subsidiaries (collectively, 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. See Note 2, Merger and Acquisitions The Company conducts its business through two reportable operating segments: Distributed Gaming and Casinos. The Company’s Distributed Gaming segment involves the installation, maintenance and operation of gaming and amusement devices in certain strategic, high-traffic, non-casino locations (such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores) in Nevada and Montana, 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: Pahrump Nugget Hotel Casino (“Pahrump Nugget”), Gold Town Casino and Lakeside Casino & RV Park. On January 29, 2016, the Company completed the acquisition of approximately 1,100 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 (the “Initial Montana Acquisition”). Additionally, on April 22, 2016, the Company completed the acquisition of approximately 1,800 gaming devices from a second distributed gaming operator in Montana, as well as amusement devices and other non-gaming assets and the right to operate within certain locations (the “Second Montana Acquisition” and, together with the Initial Montana Acquisition, the “Montana Acquisitions”). See Note 2, Merger and Acquisitions 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. From and after January 1, 2016, the Company’s fiscal quarters end on March 31, June 30, September 30 and December 31. Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, please refer to the audited consolidated financial statements of the Company for the year ended December 31, 2015 and the notes thereto included in the Company’s Annual Report on Form 10-K previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In addition to recasting segment information for the prior year period to reflect the new segment structure adopted by the Company in connection with the Merger, certain other minor reclassifications have been made to the prior year period amounts to conform to the current presentation. New Accounting Standards While management continues to assess the possible impact on the Company's consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management currently believes that the following new standards may have a material impact on the Company’s financial statements and disclosures: • In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases • In May 2014, the FASB issued a comprehensive new revenue recognition model (ASU 2014-09, Revenue Contracts with Customers Principal versus Agent Considerations Identifying Performance Obligations and Licensing No other recently issued accounting standards that are not yet effective have been identified that management believes are likely to have a material impact on the Company's financial statements. |
Merger and Acquisitions
Merger and Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Merger and Acquisitions | Note 2 – Merger and Acquisitions Montana Acquisitions On January 29, 2016, the Company completed the Initial Montana Acquisition, which involved the acquisition of approximately 1,100 gaming devices, as well as certain other non-gaming assets and the right to operate within certain locations, from C. Lohman Games, Inc., Rocky Mountain Gaming, Inc. and Brandy’s Shoreliner Restaurant, Inc., for total consideration of $20.1 million, including the issuance of $0.5 million of the Company’s common stock (comprising 50,252 shares at fair value at issuance of $9.95 per share). In connection with the Initial Montana Acquisition, the Company is required to pay the sellers contingent consideration of up to a total of $2.0 million in cash paid in four quarterly payments beginning in September 2017, subject to certain potential adjustments. See Note 11, Financial Instruments and Fair Value Measurements On April 22, 2016, the Company completed the Second Montana Acquisition, which involved the acquisition of approximately 1,800 gaming devices, as well as amusement devices and certain other non-gaming assets and the right to operate within certain locations, from Amusement Services, LLC, for total consideration of $25.7 million. The preliminary allocation of the $25.7 million purchase price to the assets acquired as of April 22, 2016 includes $0.3 million of cash, less than $0.1 million of prepaid gaming license fees, $7.8 million of property and equipment, $11.1 million of intangible assets and $6.3 million of goodwill. The preliminary amounts assigned to intangible assets include customer relationships of $9.1 million with an economic life of 15 years, non-compete agreements of $1.8 million with an economic life of five years and trade names of $0.2 million with an economic life of four years. The goodwill recognized in the Montana Acquisitions is primarily attributable to potential expansion and future development of, and anticipated synergies from, the acquired businesses and is expected to be deductible for income tax purposes. The Company's estimation of the fair value of the assets acquired in the Montana Acquisitions as of the respective dates of the acquisitions was determined based on certain valuations and analyses that have yet to be finalized, and accordingly, the assets acquired are subject to adjustment once such analyses are completed. The Company may record adjustments to the carrying value of assets acquired with a corresponding offset to goodwill during the applicable measurement period, which can be up to one year from the date of the consummation of the relevant acquisition. The Company reports the results of operations from each of the Montana Acquisitions, subsequent to their respective closing date, within its Distributed Gaming segment. For the three and nine months ended September 30, 2016, net revenues from the Montana Acquisitions totaled $15.1 million and $32.0 million, respectively. For the three months ended September 30, 2016, there were no transaction-related costs for the Montana Acquisitions. For the nine months ended September 30, 2016, transaction-related costs for the Montana Acquisitions totaled $0.2 million and were included in preopening expenses. The Company may incur additional transaction-related costs related to the Montana Acquisitions in future periods. Pro forma information is not being presented as there is no practicable method to calculate pro forma earnings given that the Montana Acquisitions were asset purchases that represented only a component of the businesses of the sellers. As a result, historical financial information obtained would have required significant estimates. Merger with Sartini Gaming, Inc. 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. In August 2016, the 777,274 shares previously held in escrow as security in the event of any claims for indemnifiable losses in accordance with the Merger Agreement were released to the Sartini Trust in accordance with the terms of the escrow 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 was 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 number of 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, . Under the purchase method, the total purchase price, or consideration transferred, was measured at the Merger closing date. The purchase price of the acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the estimated fair values was recorded as goodwill. The goodwill recognized in the Merger was primarily attributable to potential expansion and future development of, and anticipated synergies from, 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 allocated 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. The measurement period for the Merger ended on July 31, 2016. In addition to the issuance of the additional shares pursuant to the post-closing adjustment calculation mentioned above, during the measurement period, the Company: • 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 reclassified to a gaming license that represents the Company’s ability and right to operate in its current capacity in 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; • recorded an adjustment to increase goodwill by less than $0.1 million, increasing accrued taxes by the same amount, due to a tax liability resulting from a prior year assumed as part of the Merger; • recorded an adjustment to increase goodwill by $0.3 million, decreasing player relationships at the Company’s Gold Town Casino by the same amount, due to an increase in the discount rate used in the valuation upon further review. This adjustment triggered a reversal of $0.1 million of the previously recorded deferred tax liability, with a corresponding decrease to goodwill by the same amount; and • identified $0.9 million worth of equipment that was disposed of prior to the Merger but recorded in the opening balance. As such, the Company recorded an increase to goodwill for the amount of equipment written off. Allocation. The final allocation of the $77.4 million 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 83,173 Intangible assets 80,460 Goodwill 97,462 Current liabilities (13,245 ) Warrant liability (3,435 ) Debt (190,587 ) Deferred tax liability (14,576 ) Other long-term liabilities (2,217 ) Total purchase price $ 77,404 The amounts assigned to property and equipment by category are summarized in the table below (in thousands): Remaining Useful Amount Assigned Land No t $ 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 21,935 Construction in process No t 2,635 Total property and equipment $ 83,173 The amounts assigned 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 7,300 Customer relationships 13-16 59,200 Gaming licenses Indefinite 960 Other intangible assets 2-10 800 Total intangible assets $ 80,460 The trade names acquired encompass the various trade names utilized by the three casinos located in Pahrump, Nevada: 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 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 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 was determined to be 13 to 16 years, depending on the customer, and was based on the estimated present value of cash flows attributable to the asset. 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 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 was determined 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 was determined to be two years based on the contractual term of the agreements. Estimated future amortization expense related to the finite-lived intangible assets acquired in the Merger is as follows: Remainder of 2016 2017 2018 2019 2020 2021 Thereafter (In thousands) Estimated amortization expense $ 1,257 $ 4,965 $ 4,877 $ 4,877 $ 4,877 $ 4,877 $ 35,705 See Note 11, 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”) to refinance the outstanding senior secured indebtedness of Sartini Gaming and the Company’s financing facility with Centennial Bank. See Note 5, , for a discussion of the Credit Agreement and associated refinancing. Selected Financial Information Related to the Acquiree. The consolidated financial position of Sartini Gaming is included in the Company’s consolidated balance sheets as of September 30, 2016 and December 31, 2015 and Sartini Gaming’s consolidated results of operations for the three and nine months ended September 30, 2016 are included in the Company’s consolidated statements of operations and cash flows for the nine months ended September 30, 2016. For the three and nine months ended September 30, 2016, the Company recorded net revenues of $71.0 million and $217.8 million, respectively, and net income of $4.8 million and $19.3 million, respectively, 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 $235.5 million and $70.7 million, respectively, as of September 30, 2016, which consisted primarily of property and equipment and intangible assets, including goodwill. Unaudited Pro Forma Combined Financial Information. The following unaudited pro forma combined financial information is presented as if the Merger had occurred at the beginning of the period presented: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 (In thousands, except per share data) Pro forma combined net revenues $ 86,222 $ 259,002 Pro forma combined net income 8,651 3,306 Pro forma combined net income per share: Basic and diluted $ 0.40 $ 0.15 Weighted average common shares outstanding: Basic and diluted 21,622 21,622 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 date 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 and pro forma combined net income 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 useful lives; • reflects the impact of issuance of 8,229,908 shares on July 31, 2015 in connection with the Merger based on the parties’ preliminary estimated pre-Merger values (but excludes the additional 233,657 shares issued pursuant to the post-closing adjustment in the fourth quarter of 2015); • reflects $9.3 million and $10.6 million of transaction-related costs associated with the Merger for the three and nine months ended September 30, 2015, 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 $12.7 million of tax benefit during the three and nine months ended September 30, 2015, related to the assumption of a net deferred tax liability generated from the intangible assets acquired in the Merger. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 3 – Property and Equipment, Net The following table summarizes the components of property and equipment, net: September 30, 2016 December 31, 2015 (In thousands) Land $ 12,470 $ 12,470 Building and site improvements 76,450 67,984 Furniture and equipment 72,935 45,840 Construction in process 2,889 1,833 Property and equipment 164,744 128,127 Less: Accumulated depreciation (28,325 ) (13,818 ) Property and equipment, net $ 136,419 $ 114,309 As of September 30, 2016 and December 31, 2015, the furniture and equipment balance contained approximately $4.2 million and $4.8 million, respectively, of gaming device equipment that the Company had not yet placed into service and therefore had not begun depreciating. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 4 – Goodwill and Intangible Assets, Net Goodwill and intangible assets, net, consist of the following: September 30, 2016 December 31, 2015 (In thousands) Goodwill $ 105,655 $ 96,288 Indefinite-lived intangible assets: Gaming licenses $ 960 $ 960 Trade names 12,200 12,200 Other 110 50 $ 13,270 $ 13,210 Finite-lived intangible assets: Customer relationships $ 78,100 $ 59,200 Less: Accumulated amortization (5,570 ) (1,744 ) 72,530 57,456 Player relationships 7,300 7,600 Less: Accumulated amortization (750 ) (279 ) 6,550 7,321 Gaming license 2,100 2,100 Less: Accumulated amortization (472 ) (367 ) 1,628 1,733 Non-compete agreements 6,000 300 Less: Accumulated amortization (845 ) (63 ) 5,155 237 Other intangible assets 1,648 948 Less: Accumulated amortization (237 ) (81 ) 1,411 867 Total finite-lived intangible assets, net 87,274 67,614 Total intangible assets, net $ 100,544 $ 80,824 Goodwill represents the original goodwill allocation related to the Merger and final adjustments to purchase price allocations during the measurement period. The impact of the final purchase price allocation adjustments related to the Merger on the Company's results of operations and financial position was immaterial. The Company may continue to record adjustments to the carrying value of assets acquired with a corresponding offset to goodwill during the measurement period related to the Montana Acquisitions, which can be up to one year from the date of the consummation of the acquisitions. See Note 2, Merger and Acquisitions Total amortization expense related to intangible assets was $2.0 million and $1.1 million for the three months ended September 30, 2016 and 2015, respectively, and $5.4 million and $1.2 million for the nine months ended September 30, 2016 and 2015, respectively. Estimated future amortization expense related to intangible assets, which includes acquired intangible assets recorded on a preliminary basis, is as follows: Remainder of 2016 2017 2018 2019 2020 2021 Thereafter (In thousands) Estimated amortization expense $ 1,940 $ 7,698 $ 7,610 $ 7,610 $ 7,463 $ 6,481 $ 48,472 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 – 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 Credit Agreement was amended on March 25, 2016 to, among other matters, increase the size of the senior secured revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”) from $40.0 million to $50.0 million and to provide for the borrowing of an additional $40.0 million in aggregate principal amount of incremental senior secured term loans under the Credit Agreement (the “Incremental Term Loans”). As of September 30, 2016, the facilities under the Credit Agreement consisted of $160.0 million in senior secured term loans (the “Term Loans,” which include the Incremental Term Loans) and a $50.0 million Revolving Credit Facility (together with the Term Loans, the “Facilities”). The Company used the proceeds from the Incremental Term Loan borrowings to repay all of the Company’s then-outstanding borrowings under the Revolving Credit Facility. As of September 30, 2016, the Company had $153.0 million in principal amount of outstanding Term Loan borrowings and $25.0 million in principal amount of outstanding borrowings under the Revolving Credit Facility. The Facilities mature on July 31, 2020. Borrowings under the Credit Agreement bear interest, at the Company’s option, at either (1) the highest of the federal funds rate plus 0.50%, the Eurodollar rate for a one-month interest period plus 1.00%, or the administrative agent’s prime rate as announced from time to time, or (2) the Eurodollar rate for the applicable interest period, plus, in each case, an applicable margin based on the Company’s leverage ratio. As of September 30, 2016, the weighted average effective interest rate on the Company’s outstanding borrowings under the Credit Agreement was approximately 3.02%. Outstanding borrowings under the Term Loans must be repaid in two quarterly payments of $1.5 million each (which commenced on December 31, 2015), followed by two quarterly payments of $2.0 million each (which commenced on June 30, 2016), followed by eight quarterly payments of $3.0 million each (commencing December 31, 2016), followed by four quarterly payments of $4.0 million each (commencing December 31, 2018), followed by three quarterly payments of $6.0 million each (commencing December 31, 2019), followed by a final installment of $95.0 million at maturity on July 31, 2020. 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. 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). 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 September 30, 2016. Hedging Activities Borrowings under the Company’s Facilities bear interest at a variable rate. To hedge the associated interest rate risk, in September 2016, the Company entered into an interest rate swap agreement that has the economic effect of modifying the variable interest obligations associated with 75% of the Company’s projected outstanding borrowings under the Company’s Facilities so that the LIBOR portion of the interest payable thereunder will effectively be fixed at 0.98% per annum. This agreement covers the period from December 30, 2016 through December 31, 2020 and changes in the cash flows of the interest rate swap are expected to be highly effective in offsetting the forecasted changes in interest rate payments associated with interest rate fluctuations on the portion of the Company's variable rate debt for which it applies. The material terms of the interest rate swap agreement match the material terms of the Facilities that the interest rate swap agreement pertains to, including the notional amounts and maturity date. The Company has designated this interest rate swap agreement as a qualifying hedging instrument and will account for it as a fair value hedge pursuant to ASC 815, Derivatives and Hedging Summary of Outstanding Debt Long-term debt, net is comprised of the following: September 30, 2016 December 31, 2015 (In thousands) Term Loans $ 153,000 $ 118,500 Revolving Credit Facility 25,000 25,000 Capital lease obligations 2,140 – Notes payable 3,923 5,135 Total long-term debt 184,063 148,635 Less: Unamortized debt issuance costs (2,499 ) (2,537 ) 181,564 146,098 Less: Current portion, net of unamortized debt issuance costs (14,545 ) (8,552 ) Long-term debt, net $ 167,019 $ 137,546 |
Promotional Allowances
Promotional Allowances | 9 Months Ended |
Sep. 30, 2016 | |
Promotional Allowances [Abstract] | |
Promotional Allowances | Note 6 – 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 was as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (In thousands) (In thousands) Food and beverage $ 4,147 $ 2,496 $ 12,344 $ 2,808 Rooms 678 501 1,637 1,562 Other 157 71 451 160 Total promotional allowances $ 4,982 $ 3,068 $ 14,432 $ 4,530 The estimated cost of providing these promotional allowances, which is primarily included in gaming expenses, was as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (In thousands) (In thousands) Food and beverage $ 3,270 $ 914 $ 9,373 $ 1,052 Rooms 244 143 625 452 Other 88 82 304 157 Total estimated cost of promotional allowances $ 3,602 $ 1,139 $ 10,302 $ 1,661 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 – Shareholders’ Equity On December 9, 2015, the Company sold its $60.0 million subordinated promissory note (“Jamul Note”) from the Jamul Indian Village (“Jamul Tribe”) to a subsidiary of Penn National Gaming, Inc. for $24.0 million in cash. Under the terms of the Merger Agreement with Sartini Gaming and subject to applicable law, the Company agreed that the proceeds received from the sale of the Jamul Note, net of related costs, would be distributed in a cash dividend to its shareholders holding shares as of the record date for such dividend (other than shareholders that had 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, waived their right to receive such dividend with respect to their shares (which totaled 7,996,393 shares in the aggregate). Also in connection with the Merger, holders of an additional 457,172 shares waived their right to receive such dividend. On June 17, 2016, the Board of Directors of the Company approved and declared the special dividend to the eligible shareholders of record on the close of business on June 30, 2016 (the “Record Date”) of cash in the aggregate amount of approximately $23.5 million (the “Special Dividend”), which was paid on July 14, 2016. The $1.71 per share amount of the Special Dividend was calculated by dividing the aggregate amount of the Special Dividend by 13,759,374 outstanding shares of common stock held by eligible shareholders on the close of business on the Record Date (rounded down to the nearest whole cent per share). |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 8 – Share-Based Compensation On August 27, 2015, the Board of Directors of the Company approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), which was approved by the Company’s shareholders at the Company’s 2016 annual meeting. 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. 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 annual increase on January 1, 2016 was 874,709 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 2,813,070 stock options outstanding under the 2015 Plan as of September 30, 2016, of which 444,301 have vested. As of September 30, 2016, a total of 311,639 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 402,671 stock options outstanding under the 2007 Plan as of September 30, 2016, all of which were fully vested. As of September 30, 2016, 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 11,202 stock options outstanding under this plan as of September 30, 2016, all of which were fully vested. No additional options will be granted under the 1998 Plan. Share-based compensation expense related to stock options was $1.7 million and $0.3 million for the three months ended September 30, 2016 and 2015, respectively, and $2.5 million and $0.4 million for the nine months ended September 30, 2016 and 2015, respectively. The Company uses the Black-Scholes option pricing model to estimate the fair value and compensation cost associated with employee incentive stock options, which requires the consideration of historical employee exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, the weighted-average risk-free interest rate and the weighted-average expected life of the options. There were 905,000 and 1,128,070 stock options granted under the 2015 Plan during the three and nine months ended September 30, 2016, respectively, with a weighted-average grant date fair value of $4.80 per share and $4.83 per share, respectively. There were 1,610,000 options granted during the three and nine months ended September 30, 2015. The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2016 and September 30, 2015: Number of Common Shares Weighted- Options Available Average Outstanding Exercisable for Grant Exercise Price 2016 Balance at December 31, 2015 2,419,529 724,529 837,635 $ 8.16 Authorized — 874,709 — Granted 1,128,070 (1,128,070 ) 11.89 Options Subject to Anti-Dilutive Adjustments (2,337,643 ) — 8.75 Options Subject to Anti-Dilutive Adjustments 2,337,643 — 7.04 Exercised (310,656 ) — 5.73 Cancelled (10,000 ) 10,000 9.33 Balance at September 30, 2016 3,226,943 413,873 594,274 $ 8.57 2015 Balance at December 28, 2014 755,617 616,792 276,635 $ 6.09 Authorized — 2,250,000 — Granted 1,610,000 (1,610,000 ) 9.05 Exercised (5,000 ) — 7.03 Cancelled (6,000 ) 6,000 9.19 Balance at September 30, 2015 2,354,617 744,617 922,635 $ 8.10 In connection with the Special Dividend discussed in Note 7, Shareholders’ Equity As of September 30, 2016, the outstanding stock options had a weighted-average remaining contractual life of 8.3 years, weighted-average exercise price of $8.57 per share and an aggregate intrinsic value of $12.6 million. As of September 30, 2016, the outstanding exercisable stock options had a weighted-average remaining contractual life of 2.0 years, weighted-average exercise price of $4.50 per share and an aggregate intrinsic value of $3.3 million. There were 15,700 and 310,656 options exercised during the three and nine months ended September 30, 2016, respectively. The total intrinsic value of options exercised during the three and nine months ended September 30, 2016 was $0.1 million and $1.7 million, respectively. There were 2,500 and 5,000 options exercised during the three and nine months ended September 30, 2015, respectively. The total intrinsic value of options exercised during both the three and nine months ended September 30, 2015 was less than $0.1 million. The Company’s unrecognized share-based compensation expense related to stock options was approximately $10.9 million as of September 30, 2016, which is expected to be recognized over a weighted-average period of 3.2 years. The Company issues new shares of common stock upon the exercise of stock options. |
Net Income (Loss) per Share of
Net Income (Loss) per Share of Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share of Common Stock | Note 9 – Net Income (Loss) per Share of Common Stock For all periods, basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding by dividing net income by the weighted-average of all common and potentially dilutive shares outstanding. Weighted-average shares related to potentially dilutive stock options of 616,968 for the three months ended September 30, 2015, and 127,299 and 221,667 for the nine months ended September 30, 2016 and 2015, respectively, were not used to compute diluted net income (loss) per share because the effects would have been anti-dilutive. For the three months ended September 30, 2016, all weighted-average shares related to potentially dilutive stock options were used to compute diluted net income (loss) per share. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes The Company’s effective tax rate was 10.7% and (109.6)% for the nine months ended September 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016, the effective tax rate differed from the federal tax rate of 35% due primarily to changes in the valuation allowance for deferred tax assets. For the nine months ended September 30, 2015, the effective tax rate differed from the federal tax rate of 35% due primarily to the $12.7 million release of an existing valuation allowance and the limitation of the income tax benefit due to the uncertainty of its future realization. Income tax expense was $0.8 million for the nine months ended September 30, 2016, which was attributed primarily to tax amortization of indefinite-lived intangibles and measurement period adjustments to goodwill. Income tax benefit was $12.7 million for the nine months ended September 30, 2015, which was related to the release of an existing valuation allowance resulting from the assumption of a $12.7 million net deferred tax liability generated from intangible assets acquired in the Merger. In connection with the Merger, on July 31, 2015, the Company entered into a NOL Preservation Agreement with the Sartini Trust, Lyle A. Berman (a director and shareholder of the Company), as well as certain other shareholders of the Company affiliated with Mr. Berman or another director of the Company. The NOL Preservation Agreement is intended to help minimize the risk of an “ownership change,” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, that would limit the Company’s ability to utilize its federal net operating loss carryforwards to offset future taxable income. Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. Management has evaluated all available evidence and has determined that negative evidence continues to outweigh positive evidence for the realization of deferred tax assets and as a result continues to provide a full valuation allowance against its deferred tax assets as of September 30, 2016. The Company's income taxes receivable of $2.4 million as of September 30, 2016, and $2.1 million as of December 31, 2015, primarily relates to 2012 taxable losses carried back to a prior year. 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 that this dispute, when resolved, will have a material effect on its consolidated financial statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Note 11 – 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, accounts payable, interest rate swaps and debt. For the Company’s cash and cash equivalents, accounts payable and current portion of long-term debt, the carrying amounts approximate fair value because of the short duration of these financial instruments. As of September 30, 2016 and December 31, 2015, 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. See Note 5, Debt In connection with the Montana Acquisitions, the Company preliminarily recognized the acquired assets at fair value. All amounts are recognized as Level 3 measurements due to the subjective nature of the unobservable inputs used to determine the fair values. Additionally, in connection with the Initial Montana Acquisition, the Company is required to pay the sellers contingent consideration of up to a total of $2.0 million in cash paid in four quarterly payments beginning in September 2017, subject to certain potential adjustments based upon the availability of certain gaming machines and, if applicable, the performance of replacement games. The fair value of the Company’s contingent consideration recorded in connection with the Initial Montana Acquisition was estimated to be $2.0 million as of September 30, 2016. Changes to the estimated fair value of the contingent consideration will be recognized in earnings of the Company. See Note 2, Merger and Acquisitions 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 2, Merger and Acquisitions 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 $45.4 million. Property and equipment acquired in connection with the Montana Acquisitions were measured using unobservable (Level 3) inputs at an estimated fair value of $7.8 million for the Second Montana Acquisition and $2.4 million for the Initial Montana Acquisition. These fair value estimates were 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 2, Merger and Acquisitions The identified intangible assets acquired in connection with the Second Montana Acquisition, Initial Montana Acquisition and Merger have been valued on a preliminary basis using unobservable (Level 3) inputs at a fair value of $11.1 million, $14.2 million and $80.5 million, respectively (see Note 2, Merger and Acquisitions The Company owns various parcels of developed and undeveloped land relating to its casinos in Pahrump, Nevada, as well as parcels of undeveloped land in California held for sale that related to the Company’s previous involvement in a potential Indian casino project with the Jamul Tribe (“Jamul Land”). The Company performs an impairment analysis on the land it owns at least quarterly and determined that no impairment had occurred as of September 30, 2016 and December 31, 2015. On October 19, 2016, the Company completed the sale of the Jamul Land for $5.5 million and will recognize a gain on sale of land held for sale of $4.2 million during the fourth quarter of 2016. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Rocky Gap Lease The Company has 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 (net of surcharge revenue) associated with the lease was approximately $0.1 million for each of the three months ended September 30, 2016 and September 30, 2015, and $0.2 million for each of the nine months ended September 30, 2016 and September 30, 2015. 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 three and nine months ended September 30, 2016 was less than $0.1 million related to the sublease of the two acres in Pahrump, Nevada. Other 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 three and nine months ended September 30, 2016 was less than $0.1 million for the sublet portion of the office headquarters building. See Note 14, Related Party Transactions Operating lease rental expense, which is calculated on a straight-line basis, net of surcharge revenue, associated with all operating leases was as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (In thousands) (In thousands) Rent expense Space lease agreements $ 10,284 $ 6,445 $ 30,730 $ 6,445 Related party leases 468 433 1,873 433 Other operating leases 3,078 1,901 8,619 2,087 $ 13,830 $ 8,779 $ 41,222 $ 8,965 The current and long-term obligations under capital leases are included in “Current portion of long-term debt, net” and “Long-term debt, net,” respectively. The majority of the capital leases relate to vehicles with minimum lease payment terms of three to four years. As of September 30, 2016, future minimum lease payments, excluding contingent rents, were as follows: Remainder 2016 2017 2018 2019 2020 2021 Thereafter Total (In thousands) Minimum lease payments - operating leases Space lease agreements $ 8,379 $ 26,544 $ 20,012 $ 19,391 $ 4,523 $ 1,018 $ 36 $ 79,903 Related party leases 620 2,253 1,697 1,709 1,721 1,750 6,545 16,295 Other operating leases 2,553 9,405 8,113 7,365 7,222 6,537 50,740 91,935 $ 11,552 $ 38,202 $ 29,822 $ 28,465 $ 13,466 $ 9,305 $ 57,321 $ 188,133 Minimum lease payments - capital leases Furniture and equipment $ 304 $ 573 $ 555 $ 515 $ 242 $ 79 $ – $ 2,268 Less: Amounts representing interest (128 ) Total obligations under capital leases $ 2,140 Participation and Revenue Share Agreements The Company also enters into gaming device placement contracts in the form of participation and revenue share agreements. Under revenue share agreements, the Company pays the business location a percentage of the gaming revenue generated from the Company’s gaming devices placed at the location, rather than a fixed monthly rental fee. 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. During the three and nine months ended September 30, 2016, the total contingent payments recognized by the Company (recorded in gaming expenses) under revenue share and participation agreements were $33.2 million and $94.1 million, respectively, including $0.6 million and $1.6 million, respectively, under revenue share and participation agreements with related parties, as described in Note 14, Related Party Transactions . The Company also enters into amusement device and ATM placement contracts in the form of revenue share agreements. Under these revenue share agreements, the Company pays the business location a percentage of the non-gaming revenue generated from the Company’s amusement devices and ATMs placed at the location. During the three and nine months ended September 30, 2016, the total contingent payments recognized by the Company (recorded in other operating expenses) for amusement devices and ATMs under such agreements were $0.3 million and $0.7 million, respectively. 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 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. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13 – 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 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 and amusement devices in certain strategic, high-traffic, non-casino locations (such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores) in Nevada and Montana, 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. 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) Three months ended September 30, 2016 Net revenues $ 78,253 $ 25,909 $ 64 $ — $ 104,226 Depreciation and amortization expense (4,871 ) (2,034 ) (318 ) — (7,223 ) Income (loss) from operations 4,961 4,477 (6,356 ) — 3,082 Interest expense, net (43 ) (3 ) (1,643 ) — (1,689 ) Three months ended September 30, 2015 Net revenues $ 40,331 $ 22,133 $ 598 $ (550 ) $ 62,512 Management fee revenue (expense) — (550 ) 550 — — Depreciation and amortization expense (2,952 ) (1,882 ) (266 ) — (5,100 ) Income (loss) from operations 2,204 2,662 (12,618 ) — (7,752 ) Interest expense, net (28 ) (89 ) (863 ) — (980 ) Nine months ended September 30, 2016 Net revenues $ 224,602 $ 73,031 $ 185 $ — $ 297,818 Depreciation and amortization expense (13,166 ) (5,720 ) (976 ) — (19,862 ) Income (loss) from operations 17,258 12,398 (17,786 ) — 11,870 Interest expense, net (118 ) (4 ) (4,664 ) — (4,786 ) Nine months ended September 30, 2015 Net revenues $ 40,331 $ 50,138 $ 1,505 $ (1,367 ) $ 90,607 Management fee revenue (expense) — (1,367 ) 1,367 — — Impairments and other losses — — (682 ) — (682 ) Depreciation and amortization expense (2,952 ) (3,603 ) (304 ) — (6,859 ) Income (loss) from operations 2,204 4,635 (15,916 ) — (9,077 ) Interest expense, net (28 ) (626 ) (769 ) — (1,423 ) As of September 30, 2016 Total assets $ 287,282 $ 105,723 $ 15,323 $ — $ 408,328 As of December 31, 2015 Total assets $ 221,596 $ 112,962 $ 44,226 $ — $ 378,784 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions As of September 30, 2016, the Company leased 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 leased four 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, two tavern locations that the Company leased from related parties were divested by those related parties during the first quarter of 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 of up to 10 years. Rent expense during the three and nine months ended September 30, 2016 was $0.3 million and $0.8 million, respectively, for the office headquarters building and $0.3 million and $1.0 million, respectively, in the aggregate for such tavern locations. Additionally, a portion of the office headquarters building is sublet to a company owned or controlled by Mr. Sartini. Rental income during each of the three and nine months ended September 30, 2016 for the sublet portion of the office headquarters building was less than $0.1 million. Less than $0.1 million was owed to the Company, and no amounts were due and payable by the Company, as of September 30, 2016 under the leases of such tavern locations and the lease of the office headquarters building. Less than $0.1 million was owed to the Company under the 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 these related party lease agreements were in place prior to the consummation of the Merger. From time to time, the Company’s executive officers and employees use a private aircraft owned by Sartini Enterprises, Inc., a company controlled by Mr. Sartini, for Company business. In April 2016, the Audit Committee of the Board of Directors approved the Company’s entering into an aircraft timesharing agreement between the Company and Sartini Enterprises, Inc. pursuant to which the Company will reimburse Sartini Enterprises, Inc. for direct costs and expenses incurred for travel on the private aircraft by Company employees while on Company business. The aircraft timesharing agreement specifies the maximum expense reimbursement that Sartini Enterprises, Inc. can charge the Company under the applicable regulations of the Federal Aviation Administration for the use of the aircraft and flight crew. Such costs include fuel, landing fees, hangar and tie-down costs away from the aircraft’s operating base, flight planning and weather contract services, crew costs and other related expenses. The Company’s compliance department regularly reviews these reimbursements. During the nine months ended September 30, 2016, the Company paid less than $0.1 million, and as of September 30, 2016 the Company owed less than $0.1 million, under the aircraft timesharing agreement. Mr. Sartini’s son, Blake L. 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 $217,000 was earned during the nine months ended September 30, 2016. Additionally, Mr. Sartini II is eligible for a target annual bonus equal to 35% of his base salary, and received a discretionary bonus of $30,000 during the first quarter of 2016 attributable to his performance in 2015. Mr. Sartini II also participates in the Company's equity award and benefit programs. In August 2016, Mr. Sartini II received a grant of 70,000 options to purchase the Company’s common stock with an exercise price of $12.51 per share, which stock options will vest over a four-year period (but pursuant to the 2015 Plan such stock options may not be exercised prior to August 1, 2018 except in limited circumstances). 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 $0.3 million and $0.2 million, respectively, during the three months ended September 30, 2016, and $1.1 million and $1.0 million, respectively, during the nine months ended September 30, 2016. 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. Less than $0.1 million was owed to the Company and no amounts were due and payable by the Company related to these arrangements as of September 30, 2016. All of the agreements were in place prior to the consummation of the Merger. One of the distributed gaming locations at which the Company’s gaming devices are located is owned in part by Sean T. Higgins, who serves as Executive Vice President and Chief Legal Officer of the Company. This arrangement was in place prior to Mr. Higgins joining the Company on March 28, 2016. Net revenues and gaming expenses recorded by the Company from the use of the Company’s gaming devices at this location was $0.3 million and $0.2 million, respectively, during the three months ended September 30, 2016, and $0.6 million and $0.5 million, respectively, during the nine months ended September 30, 2016, in each case excluding net revenues and gaming expenses incurred during the period prior to the commencement of Mr. Higgins employment with the Company (as during such period the agreement was not with a related party). Less than $0.1 million was owed to the Company and no amounts were due and payable by the Company related to this arrangement as of September 30, 2016. Additionally, one distributed gaming location at which the Company’s gaming devices are located was owned in part by Terrence L. Wright, who serves on the Board of Directors of the Company, who divested his interest in such distributed gaming location in March 2016. Net revenues and gaming expenses recorded by the Company from the use of the Company’s gaming devices at this location during the period in which the agreement was with a related party were $0.1 million during the nine months ended September 30, 2016. This agreement was in place prior to the consummation of the Merger. |
Nature of Business and Basis 20
Nature of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, please refer to the audited consolidated financial statements of the Company for the year ended December 31, 2015 and the notes thereto included in the Company’s Annual Report on Form 10-K previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. In addition to recasting segment information for the prior year period to reflect the new segment structure adopted by the Company in connection with the Merger, certain other minor reclassifications have been made to the prior year period amounts to conform to the current presentation. |
New Accounting Standards | New Accounting Standards While management continues to assess the possible impact on the Company's consolidated financial statements of the future adoption of new accounting standards that are not yet effective, management currently believes that the following new standards may have a material impact on the Company’s financial statements and disclosures: • In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases • In May 2014, the FASB issued a comprehensive new revenue recognition model (ASU 2014-09, Revenue Contracts with Customers Principal versus Agent Considerations Identifying Performance Obligations and Licensing No other recently issued accounting standards that are not yet effective have been identified that management believes are likely to have a material impact on the Company's financial statements. |
Merger and Acquisitions (Tables
Merger and Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Number of Shares Common Stock Issued with Merger | 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 number of 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. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Allocation. The final allocation of the $77.4 million 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 83,173 Intangible assets 80,460 Goodwill 97,462 Current liabilities (13,245 ) Warrant liability (3,435 ) Debt (190,587 ) Deferred tax liability (14,576 ) Other long-term liabilities (2,217 ) Total purchase price $ 77,404 |
Summary of Property Plant and Equipment Acquired | The amounts assigned to property and equipment by category are summarized in the table below (in thousands): Remaining Useful Amount Assigned Land No t $ 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 21,935 Construction in process No t 2,635 Total property and equipment $ 83,173 |
Summary of Intangible Assets | The amounts assigned 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 7,300 Customer relationships 13-16 59,200 Gaming licenses Indefinite 960 Other intangible assets 2-10 800 Total intangible assets $ 80,460 |
Summary of Finite-lived Intangible Assets Amortization Expense | Estimated future amortization expense related to the finite-lived intangible assets acquired in the Merger is as follows: Remainder of 2016 2017 2018 2019 2020 2021 Thereafter (In thousands) Estimated amortization expense $ 1,257 $ 4,965 $ 4,877 $ 4,877 $ 4,877 $ 4,877 $ 35,705 |
Summary of Unaudited Pro Forma Combined Financial Information | Unaudited Pro Forma Combined Financial Information. The following unaudited pro forma combined financial information is presented as if the Merger had occurred at the beginning of the period presented: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 (In thousands, except per share data) Pro forma combined net revenues $ 86,222 $ 259,002 Pro forma combined net income 8,651 3,306 Pro forma combined net income per share: Basic and diluted $ 0.40 $ 0.15 Weighted average common shares outstanding: Basic and diluted 21,622 21,622 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment, Net | The following table summarizes the components of property and equipment, net: September 30, 2016 December 31, 2015 (In thousands) Land $ 12,470 $ 12,470 Building and site improvements 76,450 67,984 Furniture and equipment 72,935 45,840 Construction in process 2,889 1,833 Property and equipment 164,744 128,127 Less: Accumulated depreciation (28,325 ) (13,818 ) Property and equipment, net $ 136,419 $ 114,309 |
Goodwill and Intangible Asset23
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Goodwill and intangible assets, net, consist of the following: September 30, 2016 December 31, 2015 (In thousands) Goodwill $ 105,655 $ 96,288 Indefinite-lived intangible assets: Gaming licenses $ 960 $ 960 Trade names 12,200 12,200 Other 110 50 $ 13,270 $ 13,210 Finite-lived intangible assets: Customer relationships $ 78,100 $ 59,200 Less: Accumulated amortization (5,570 ) (1,744 ) 72,530 57,456 Player relationships 7,300 7,600 Less: Accumulated amortization (750 ) (279 ) 6,550 7,321 Gaming license 2,100 2,100 Less: Accumulated amortization (472 ) (367 ) 1,628 1,733 Non-compete agreements 6,000 300 Less: Accumulated amortization (845 ) (63 ) 5,155 237 Other intangible assets 1,648 948 Less: Accumulated amortization (237 ) (81 ) 1,411 867 Total finite-lived intangible assets, net 87,274 67,614 Total intangible assets, net $ 100,544 $ 80,824 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense related to intangible assets, which includes acquired intangible assets recorded on a preliminary basis, is as follows: Remainder of 2016 2017 2018 2019 2020 2021 Thereafter (In thousands) Estimated amortization expense $ 1,940 $ 7,698 $ 7,610 $ 7,610 $ 7,463 $ 6,481 $ 48,472 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net is comprised of the following: September 30, 2016 December 31, 2015 (In thousands) Term Loans $ 153,000 $ 118,500 Revolving Credit Facility 25,000 25,000 Capital lease obligations 2,140 – Notes payable 3,923 5,135 Total long-term debt 184,063 148,635 Less: Unamortized debt issuance costs (2,499 ) (2,537 ) 181,564 146,098 Less: Current portion, net of unamortized debt issuance costs (14,545 ) (8,552 ) Long-term debt, net $ 167,019 $ 137,546 |
Promotional Allowances (Tables)
Promotional Allowances (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Promotional Allowances [Abstract] | |
Estimated Retail Value For 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 was as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (In thousands) (In thousands) Food and beverage $ 4,147 $ 2,496 $ 12,344 $ 2,808 Rooms 678 501 1,637 1,562 Other 157 71 451 160 Total promotional allowances $ 4,982 $ 3,068 $ 14,432 $ 4,530 |
Cost Of Promotional Allowances | The estimated cost of providing these promotional allowances, which is primarily included in gaming expenses, was as follows: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (In thousands) (In thousands) Food and beverage $ 3,270 $ 914 $ 9,373 $ 1,052 Rooms 244 143 625 452 Other 88 82 304 157 Total estimated cost of promotional allowances $ 3,602 $ 1,139 $ 10,302 $ 1,661 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the Company’s stock option activity during the nine months ended September 30, 2016 and September 30, 2015: Number of Common Shares Weighted- Options Available Average Outstanding Exercisable for Grant Exercise Price 2016 Balance at December 31, 2015 2,419,529 724,529 837,635 $ 8.16 Authorized — 874,709 — Granted 1,128,070 (1,128,070 ) 11.89 Options Subject to Anti-Dilutive Adjustments (2,337,643 ) — 8.75 Options Subject to Anti-Dilutive Adjustments 2,337,643 — 7.04 Exercised (310,656 ) — 5.73 Cancelled (10,000 ) 10,000 9.33 Balance at September 30, 2016 3,226,943 413,873 594,274 $ 8.57 2015 Balance at December 28, 2014 755,617 616,792 276,635 $ 6.09 Authorized — 2,250,000 — Granted 1,610,000 (1,610,000 ) 9.05 Exercised (5,000 ) — 7.03 Cancelled (6,000 ) 6,000 9.19 Balance at September 30, 2015 2,354,617 744,617 922,635 $ 8.10 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Rental Expense | Three Months Ended Nine Months Ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 (In thousands) (In thousands) Rent expense Space lease agreements $ 10,284 $ 6,445 $ 30,730 $ 6,445 Related party leases 468 433 1,873 433 Other operating leases 3,078 1,901 8,619 2,087 $ 13,830 $ 8,779 $ 41,222 $ 8,965 |
Schedule of Future Minimum Lease Payments | Remainder 2016 2017 2018 2019 2020 2021 Thereafter Total (In thousands) Minimum lease payments - operating leases Space lease agreements $ 8,379 $ 26,544 $ 20,012 $ 19,391 $ 4,523 $ 1,018 $ 36 $ 79,903 Related party leases 620 2,253 1,697 1,709 1,721 1,750 6,545 16,295 Other operating leases 2,553 9,405 8,113 7,365 7,222 6,537 50,740 91,935 $ 11,552 $ 38,202 $ 29,822 $ 28,465 $ 13,466 $ 9,305 $ 57,321 $ 188,133 Minimum lease payments - capital leases Furniture and equipment $ 304 $ 573 $ 555 $ 515 $ 242 $ 79 $ – $ 2,268 Less: Amounts representing interest (128 ) Total obligations under capital leases $ 2,140 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Three months ended September 30, 2016 Net revenues $ 78,253 $ 25,909 $ 64 $ — $ 104,226 Depreciation and amortization expense (4,871 ) (2,034 ) (318 ) — (7,223 ) Income (loss) from operations 4,961 4,477 (6,356 ) — 3,082 Interest expense, net (43 ) (3 ) (1,643 ) — (1,689 ) Three months ended September 30, 2015 Net revenues $ 40,331 $ 22,133 $ 598 $ (550 ) $ 62,512 Management fee revenue (expense) — (550 ) 550 — — Depreciation and amortization expense (2,952 ) (1,882 ) (266 ) — (5,100 ) Income (loss) from operations 2,204 2,662 (12,618 ) — (7,752 ) Interest expense, net (28 ) (89 ) (863 ) — (980 ) Nine months ended September 30, 2016 Net revenues $ 224,602 $ 73,031 $ 185 $ — $ 297,818 Depreciation and amortization expense (13,166 ) (5,720 ) (976 ) — (19,862 ) Income (loss) from operations 17,258 12,398 (17,786 ) — 11,870 Interest expense, net (118 ) (4 ) (4,664 ) — (4,786 ) Nine months ended September 30, 2015 Net revenues $ 40,331 $ 50,138 $ 1,505 $ (1,367 ) $ 90,607 Management fee revenue (expense) — (1,367 ) 1,367 — — Impairments and other losses — — (682 ) — (682 ) Depreciation and amortization expense (2,952 ) (3,603 ) (304 ) — (6,859 ) Income (loss) from operations 2,204 4,635 (15,916 ) — (9,077 ) Interest expense, net (28 ) (626 ) (769 ) — (1,423 ) As of September 30, 2016 Total assets $ 287,282 $ 105,723 $ 15,323 $ — $ 408,328 As of December 31, 2015 Total assets $ 221,596 $ 112,962 $ 44,226 $ — $ 378,784 |
Nature of Business and Basis 29
Nature of Business and Basis of Presentation (Details Textual) | 9 Months Ended | ||
Sep. 30, 2016Segment | Apr. 22, 2016Device | Jan. 29, 2016Device | |
Nature Of Business And Basis Of Presentation [Line Items] | |||
Number of reportable operating segments | Segment | 2 | ||
Initial Montana Acquisition [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Number of gaming devices acquired | 1,100 | ||
Second Montana Acquisition [Member] | |||
Nature Of Business And Basis Of Presentation [Line Items] | |||
Number of gaming devices acquired | 1,800 |
Merger and Acquisitions (Detail
Merger and Acquisitions (Details Textual) | Apr. 22, 2016USD ($)Device | Jan. 29, 2016USD ($)Devicepayment$ / sharesshares | Jul. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)payment | Sep. 30, 2015USD ($) | Jul. 31, 2016USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 105,655,000 | $ 96,288,000 | $ 105,655,000 | |||||||
Business Acquisition, Goodwill Amount, Expected to be Deductible for Tax | 0 | 0 | ||||||||
Assets | 408,328,000 | $ 378,784,000 | 408,328,000 | |||||||
Payments for Warrant Repurchase | $ 3,435,000 | |||||||||
Income tax benefit (provision) | (91,000) | $ 12,874,000 | $ (761,000) | 12,702,000 | ||||||
Initial Montana Acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of gaming devices acquired | Device | 1,100 | |||||||||
Business Acquisition, Purchase Consideration | $ 20,100,000 | |||||||||
Business Acquisition, Value of Shares Issued | $ 500,000 | |||||||||
Business Acquisition, Value of Shares | shares | 50,252 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 9.95 | |||||||||
Business Combination, Contingent Consideration Maximum | $ 2,000,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Number of Periodic Payment | payment | 4 | 4 | ||||||||
Business Combination Contingent Consideration Arrangements Quarterly Payments, Start date | 2017-09 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 1,700,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 2,400,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | 14,200,000 | |||||||||
Goodwill | 1,900,000 | |||||||||
Initial Montana Acquisition [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 9,800,000 | |||||||||
Economic Life of Intangible Assets | 15 years | |||||||||
Initial Montana Acquisition [Member] | Noncompete Agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 3,900,000 | |||||||||
Economic Life of Intangible Assets | 5 years | |||||||||
Initial Montana Acquisition [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 500,000 | |||||||||
Economic Life of Intangible Assets | 4 years | |||||||||
Second Montana Acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of gaming devices acquired | Device | 1,800 | |||||||||
Business Acquisition, Purchase Consideration | $ 25,700,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | 300,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 7,800,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | 11,100,000 | |||||||||
Goodwill | 6,300,000 | |||||||||
Second Montana Acquisition [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Prepaid Gaming License Fees | 100,000 | |||||||||
Second Montana Acquisition [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 9,100,000 | |||||||||
Economic Life of Intangible Assets | 15 years | |||||||||
Second Montana Acquisition [Member] | Noncompete Agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 1,800,000 | |||||||||
Economic Life of Intangible Assets | 5 years | |||||||||
Second Montana Acquisition [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 200,000 | |||||||||
Economic Life of Intangible Assets | 4 years | |||||||||
Montana Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Net Revenue related to the Acquiree | 15,100,000 | $ 32,000,000 | ||||||||
Montana Acquisitions [Member] | Preopening Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Transaction-Related Costs | 0 | 200,000 | ||||||||
Sartini Gaming [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Purchase Consideration | $ 77,400,000 | |||||||||
Business Acquisition, Value of Shares | shares | [1] | 8,453,565 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 25,539,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 83,173,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | 80,460,000 | |||||||||
Goodwill | $ 97,462,000 | |||||||||
Business Combination, Net Revenue related to the Acquiree | 71,000,000 | 217,800,000 | ||||||||
Transaction-Related Costs | $ 9,300,000 | $ 10,600,000 | ||||||||
Business Acquisition, Purchase Price Per Share | $ / shares | $ 9.15 | |||||||||
Business Acquisition, Equity Interest, Number of Shares Released from Escrow | shares | 777,274 | 388,637 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liability | $ 14,576,000 | $ 14,700,000 | ||||||||
Equipment Disposed Prior to Merger | 900,000 | |||||||||
Net income (loss) | 4,800,000 | 19,300,000 | ||||||||
Payments for Warrant Repurchase | $ 3,400,000 | |||||||||
Income tax benefit (provision) | 12,700,000 | 12,700,000 | ||||||||
Sartini Gaming [Member] | Distributed Gaming [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Assets | 235,500,000 | 235,500,000 | ||||||||
Sartini Gaming [Member] | Casinos [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Assets | $ 70,700,000 | $ 70,700,000 | ||||||||
Sartini Gaming [Member] | Decrease to Acquired Accounts Receivable [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase (Decrease) in Goodwill | 1,600,000 | |||||||||
Sartini Gaming [Member] | Decrease In Player Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase (Decrease) in Goodwill | 300,000 | |||||||||
Sartini Gaming [Member] | Reversal of Deferred Tax Liability [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase (Decrease) in Goodwill | (100,000) | |||||||||
Sartini Gaming [Member] | Post-closing of Merger [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares | shares | 8,453,565 | 233,657 | ||||||||
Sartini Gaming [Member] | Restatement Adjustment [Member] | Third Quarter, 2015 [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Purchase Accounting Adjustments, Reversal of Amortization Expense | $ 200,000 | |||||||||
Sartini Gaming [Member] | Pre-Merger [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares | shares | 8,229,908 | |||||||||
Sartini Gaming [Member] | Sartini Trust [Member] | At Closing of Merger [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares | shares | 7,772,736 | |||||||||
Sartini Gaming [Member] | Sartini Trust [Member] | Post-closing of Merger [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares | shares | 223,657 | |||||||||
Sartini Gaming [Member] | Holders of Warrants [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares Issued | $ 4,200,000 | |||||||||
Business Acquisition, Value of Shares | shares | 457,172 | |||||||||
Sartini Gaming [Member] | Holders of Warrants [Member] | At Closing of Merger [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares | shares | 457,172 | |||||||||
Sartini Gaming [Member] | Holders of Warrants [Member] | Post-closing of Merger [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Value of Shares Issued | $ 2,100,000 | |||||||||
Business Acquisition, Value of Shares | shares | 223,657 | |||||||||
Sartini Gaming [Member] | Maximum [Member] | Increase In Accrued Taxes [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Increase (Decrease) in Goodwill | $ 100,000 | |||||||||
Sartini Gaming [Member] | Customer Relationships [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | $ 59,200,000 | |||||||||
Sartini Gaming [Member] | Customer Relationships [Member] | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Economic Life of Intangible Assets | 16 years | 16 years | ||||||||
Sartini Gaming [Member] | Customer Relationships [Member] | Minimum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Economic Life of Intangible Assets | 13 years | 13 years | ||||||||
Sartini Gaming [Member] | Noncompete Agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Economic Life of Intangible Assets | 2 years | |||||||||
Sartini Gaming [Member] | Trade Names [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Economic Life of Intangible Assets | 10 years | |||||||||
Sartini Gaming [Member] | Computer Software, Intangible Asset [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Economic Life of Intangible Assets | 10 years | |||||||||
[1] | Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. |
Summary of Pre-Merger Values af
Summary of Pre-Merger Values after Post-closing True-up Adjustment (Details) - USD ($) | Jul. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | ||||
Total Post-Closing Shares | 22,229,000 | 21,868,000 | ||
Sartini Gaming [Member] | ||||
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | ||||
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 | [1] | 22,592,260 | ||
Total Shares Issued in Connection with Merger | [2] | 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 number of 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. |
Summary of Pre-Merger Values 32
Summary of Pre-Merger Values after Post-closing True-up Adjustment (Parenthetical) (Details) - Sartini Gaming [Member] | Jul. 31, 2015shares | |
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | ||
Business Acquisition, Value of Shares | 8,453,565 | [1] |
Holders of Warrants [Member] | ||
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | ||
Business Acquisition, Value of Shares | 457,172 | |
[1] | Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. |
Allocation of the Purchase Pric
Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jul. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 105,655 | $ 96,288 | ||
Sartini Gaming [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 25,539 | |||
Other current assets | 14,830 | |||
Property and equipment | 83,173 | |||
Intangible assets | 80,460 | |||
Goodwill | 97,462 | |||
Current liabilities | (13,245) | |||
Warrant liability | (3,435) | |||
Debt | (190,587) | |||
Deferred tax liability | $ (14,700) | (14,576) | ||
Other long-term liabilities | (2,217) | |||
Total purchase price | $ 77,404 |
Summary of Property and Equipme
Summary of Property and Equipment Acquired (Details) - Sartini Gaming [Member] $ in Thousands | Jul. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 83,173 |
Land [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 12,470 |
Land improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 4,030 |
Land improvements [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 5 years |
Land improvements [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 14 years |
Building and improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 21,310 |
Building and improvements [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 19 years |
Building and improvements [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 25 years |
Leasehold improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 20,793 |
Leasehold improvements [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 1 year |
Leasehold improvements [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 28 years |
Furniture, fixtures and equipment [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 21,935 |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 1 year |
Furniture, fixtures and equipment [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Acquired property, plant, and equipment, remaining useful life | 11 years |
Construction in Progress | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 2,635 |
Summary of Intangible Assets Ac
Summary of Intangible Assets Acquired (Details) - Sartini Gaming [Member] - USD ($) $ in Thousands | Jul. 31, 2015 | Sep. 30, 2016 |
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 80,460 | |
Trade Names [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 12,200 | |
Gaming licenses [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | 960 | |
Player relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 7,300 | |
Player relationships [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Remaining Useful Life (Years) | 8 years | |
Player relationships [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Remaining Useful Life (Years) | 14 years | |
Customer Relationships [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 59,200 | |
Customer Relationships [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Remaining Useful Life (Years) | 13 years | 13 years |
Customer Relationships [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Remaining Useful Life (Years) | 16 years | 16 years |
Other intangible assets [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 800 | |
Other intangible assets [Member] | Minimum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Remaining Useful Life (Years) | 2 years | |
Other intangible assets [Member] | Maximum [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets, Remaining Useful Life (Years) | 10 years |
Future Amortization Expense (De
Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated amortization expense, Remainder of 2016 | $ 1,940 |
Estimated amortization expense, 2017 | 7,698 |
Estimated amortization expense, 2018 | 7,610 |
Estimated amortization expense, 2019 | 7,610 |
Estimated amortization expense, 2020 | 7,463 |
Estimated amortization expense, 2021 | 6,481 |
Estimated amortization expense, Thereafter | 48,472 |
Sartini Gaming [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Estimated amortization expense, Remainder of 2016 | 1,257 |
Estimated amortization expense, 2017 | 4,965 |
Estimated amortization expense, 2018 | 4,877 |
Estimated amortization expense, 2019 | 4,877 |
Estimated amortization expense, 2020 | 4,877 |
Estimated amortization expense, 2021 | 4,877 |
Estimated amortization expense, Thereafter | $ 35,705 |
Unaudited Pro Forma Condensed C
Unaudited Pro Forma Condensed Consolidated Financial Information (Details) - Sartini Gaming [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Business Acquisition [Line Items] | ||
Pro forma combined net revenues | $ 86,222 | $ 259,002 |
Pro forma combined net income | $ 8,651 | $ 3,306 |
Pro forma combined net income per share: | ||
Basic and diluted | $ 0.40 | $ 0.15 |
Weighted average common shares outstanding: | ||
Basic and diluted | 21,622 | 21,622 |
Property, Plant and Equipment,
Property, Plant and Equipment, at Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 164,744 | $ 128,127 |
Less: Accumulated depreciation | (28,325) | (13,818) |
Property and equipment, net | 136,419 | 114,309 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 12,470 | 12,470 |
Building and improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 76,450 | 67,984 |
Furniture, fixtures and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 72,935 | 45,840 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 2,889 | $ 1,833 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 164,744 | $ 128,127 |
Furniture, fixtures and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 72,935 | 45,840 |
Furniture, fixtures and equipment [Member] | Not In Service Therefore Not Depreciating [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 4,200 | $ 4,800 |
Goodwill and Intangible Asset40
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets [Line Items] | ||
Goodwill | $ 105,655 | $ 96,288 |
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 13,270 | 13,210 |
Finite-lived intangible assets: | ||
Finite-lived intangible assets, net | 87,274 | 67,614 |
Total intangible assets, net | 100,544 | 80,824 |
Gaming licenses [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 960 | 960 |
Trade Names [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 12,200 | 12,200 |
Other Indefinite-lived Intangible Assets [Member] | ||
Indefinite-lived intangible assets: | ||
Indefinite-lived intangible assets | 110 | 50 |
Customer Relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 78,100 | 59,200 |
Less: Accumulated amortization | (5,570) | (1,744) |
Finite-lived intangible assets, net | 72,530 | 57,456 |
Player relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 7,300 | 7,600 |
Less: Accumulated amortization | (750) | (279) |
Finite-lived intangible assets, net | 6,550 | 7,321 |
Finite-lived Gaming Licenses [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 2,100 | 2,100 |
Less: Accumulated amortization | (472) | (367) |
Finite-lived intangible assets, net | 1,628 | 1,733 |
Noncompete Agreements [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 6,000 | 300 |
Less: Accumulated amortization | (845) | (63) |
Finite-lived intangible assets, net | 5,155 | 237 |
Other intangible assets [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | 1,648 | 948 |
Less: Accumulated amortization | (237) | (81) |
Finite-lived intangible assets, net | $ 1,411 | $ 867 |
Goodwill and Intangible Asset41
Goodwill and Intangible Assets, Net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Gaming licenses [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 2 | $ 1.1 | $ 5.4 | $ 1.2 |
Estimated Future Amortization E
Estimated Future Amortization Expense for Gaming License (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 1,940 |
2,017 | 7,698 |
2,018 | 7,610 |
2,019 | 7,610 |
2,020 | 7,463 |
2,021 | 6,481 |
Thereafter | $ 48,472 |
Debt (Details Textual)
Debt (Details Textual) | 9 Months Ended | ||
Sep. 30, 2016USD ($)Installment | Mar. 25, 2016USD ($) | Dec. 31, 2015USD ($) | |
Long-term Debt | $ 181,564,000 | $ 146,098,000 | |
Percentage of outstanding borrowings in which the associated interest rate risk hedged | 75.00% | ||
LIBOR rate | |||
Effective interest rate percentage | 0.98% | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 40,000,000 | ||
Amended Credit Agreement [Member] | |||
Debt, Weighted Average Interest Rate | 3.02% | ||
Amended Credit Agreement [Member] | Maximum [Member] | |||
Beneficial Ownership Threshold | 30.00% | ||
Amended Credit Agreement [Member] | Federal Funds Effective Swap Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Amended Credit Agreement [Member] | Eurodollar [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | 50,000,000 | |
Long-term Debt | $ 25,000,000 | ||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||
Amended Credit Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | ||
Amended Credit Agreement [Member] | Incremental Term Loans [Member] | |||
Debt Instrument, Face Amount | $ 40,000,000 | ||
Amended Credit Agreement [Member] | Term Loan [Member] | |||
Debt Instrument, Face Amount | $ 160,000,000 | ||
Long-term Debt | $ 153,000,000 | ||
Amended Credit Agreement [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument, Maturity Date | Jul. 31, 2020 | ||
Amended Credit Agreement [Member] | Loans Payable | |||
Debt Instrument, Maturity Date | Jul. 31, 2020 | ||
Amended Credit Agreement [Member] | Loans Payable | Debt Instrument, Redemption, Period One | |||
Number Of Quarterly Payment Of Term Loan | Installment | 2 | ||
Debt Instrument, Periodic Payment | $ 1,500,000 | ||
Debt Instrument, Commencement Date of Quarterly Payments | Dec. 31, 2015 | ||
Amended Credit Agreement [Member] | Loans Payable | Debt Instrument, Redemption, Period Two | |||
Number Of Quarterly Payment Of Term Loan | Installment | 2 | ||
Debt Instrument, Periodic Payment | $ 2,000,000 | ||
Debt Instrument, Commencement Date of Quarterly Payments | Jun. 30, 2016 | ||
Amended Credit Agreement [Member] | Loans Payable | Debt Instrument, Redemption, Period Three | |||
Number Of Quarterly Payment Of Term Loan | Installment | 8 | ||
Debt Instrument, Periodic Payment | $ 3,000,000 | ||
Debt Instrument, Commencement Date of Quarterly Payments | Dec. 31, 2016 | ||
Amended Credit Agreement [Member] | Loans Payable | Debt Instrument, Redemption, Period Four | |||
Number Of Quarterly Payment Of Term Loan | Installment | 4 | ||
Debt Instrument, Periodic Payment | $ 4,000,000 | ||
Debt Instrument, Commencement Date of Quarterly Payments | Dec. 31, 2018 | ||
Amended Credit Agreement [Member] | Loans Payable | Debt Instrument, Redemption, Period Five | |||
Number Of Quarterly Payment Of Term Loan | Installment | 3 | ||
Debt Instrument, Periodic Payment | $ 6,000,000 | ||
Debt Instrument, Commencement Date of Quarterly Payments | Dec. 31, 2019 | ||
Amended Credit Agreement [Member] | Loans Payable | Debt Instrument, Redemption Period, Period Six [Member] | |||
Debt Instrument, Periodic Payment | $ 95,000,000 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Term Loans | $ 153,000 | $ 118,500 |
Capital lease obligations | 2,140 | |
Notes payable | 3,923 | 5,135 |
Total long-term debt | 184,063 | 148,635 |
Less: Unamortized debt issuance costs | (2,499) | (2,537) |
Long-term Debt | 181,564 | 146,098 |
Less: Current portion, net of unamortized debt issuance costs | (14,545) | (8,552) |
Long-term debt, net | 167,019 | 137,546 |
Revolving Credit Facility [Member] | ||
Revolving Credit Facility | $ 25,000 | $ 25,000 |
Estimated Retail Value of Promo
Estimated Retail Value of Promotional Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Promotional Allowances [Line Items] | ||||
Promotional Allowances | $ 4,982 | $ 3,068 | $ 14,432 | $ 4,530 |
Food and Beverage [Member] | ||||
Promotional Allowances [Line Items] | ||||
Promotional Allowances | 4,147 | 2,496 | 12,344 | 2,808 |
Rooms [Member] | ||||
Promotional Allowances [Line Items] | ||||
Promotional Allowances | 678 | 501 | 1,637 | 1,562 |
Other [Member] | ||||
Promotional Allowances [Line Items] | ||||
Promotional Allowances | $ 157 | $ 71 | $ 451 | $ 160 |
Estimated Cost of Providing Pro
Estimated Cost of Providing Promotional Allowances (Details) - Gaming expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | $ 3,602 | $ 1,139 | $ 10,302 | $ 1,661 |
Food and Beverage [Member] | ||||
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | 3,270 | 914 | 9,373 | 1,052 |
Rooms [Member] | ||||
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | 244 | 143 | 625 | 452 |
Other [Member] | ||||
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | $ 88 | $ 82 | $ 304 | $ 157 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jul. 14, 2016 | Dec. 09, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | |
Dividends Payable [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 22,229,000 | 21,868,000 | ||||
Special Dividend | ||||||
Dividends Payable [Line Items] | ||||||
Dividends Payable, Date Declared | Jun. 17, 2016 | |||||
Payment of aggregate amount of special dividend to eligible shareholders | $ 23.5 | |||||
Dividends Payable, Date of Record | Jun. 30, 2016 | |||||
Special dividend, per share | $ 1.71 | |||||
Common stock, shares outstanding (in shares) | 13,759,374 | |||||
Dividends Payable, Date Paid | Jul. 14, 2016 | |||||
Penn National [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Financing Receivable, Gross | $ 60 | |||||
Proceeds from Sale of Subordinated Promissory Note | $ 24 | |||||
Sartini Gaming [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Shares Restricted from Distribution | 7,996,393 | |||||
Common stock, shares outstanding (in shares) | [1] | 22,592,260 | ||||
Holders of Warrants [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Shares Restricted from Distribution | 457,172 | |||||
[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 number of shares of the Company’s common stock issued pursuant to the post-closing adjustment provisions of the Merger Agreement. |
Share-based Compensation (Detai
Share-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jul. 14, 2016 | Aug. 27, 2015 | Jun. 30, 2007 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Jan. 01, 2016 | Dec. 31, 2015 | Dec. 28, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock Options, Outstanding, Number | 3,226,943 | 2,354,617 | 3,226,943 | 2,354,617 | 2,354,617 | 2,419,529 | 755,617 | ||||
Shares of Common Stock Available for Grants | 594,274 | 922,635 | 594,274 | 922,635 | 922,635 | 837,635 | 276,635 | ||||
Stock Options Granted in Period | 1,128,070 | 1,610,000 | |||||||||
Outstanding Stock Option, Modified Options, Decrease in Exercise Price | $ 1.71 | ||||||||||
Adjusted option, Weighted Average Exercise Price | $ 7.04 | ||||||||||
Modification of Original Options, Unvested, Number | 1,908,070 | ||||||||||
Modification Original Options, Unvested Options, Incremental Fair Value | $ 1,700 | ||||||||||
Share-based compensation | $ 700 | $ 2,509 | $ 410 | ||||||||
Stock Options, Vested, Number | 429,573 | ||||||||||
Number of Adjusted Options | 2,337,643 | ||||||||||
Weighted Average Exercise Price | $ 8.57 | $ 8.10 | $ 8.57 | $ 8.10 | $ 8.10 | $ 8.16 | $ 6.09 | ||||
Options, Exercised in Period | 310,656 | 5,000 | |||||||||
Employee Stock Option [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Share-based Compensation Expense | $ 1,700 | $ 300 | $ 2,500 | $ 400 | |||||||
Stock Options Granted in Period | 905,000 | 1,610,000 | 1,128,070 | 1,610,000 | |||||||
Weighted Average Grant Date Fair Value | $ 4.80 | $ 4.83 | |||||||||
Weighted Average Remaining Contractual Term | 8 years 3 months 18 days | ||||||||||
Weighted Average Exercise Price | $ 8.57 | $ 8.57 | |||||||||
Aggregate Intrinsic Value | $ 12,600 | $ 12,600 | |||||||||
Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years | ||||||||||
Options, Exercisable, Weighted Average Exercise Price | $ 4.50 | $ 4.50 | |||||||||
Options, Exercisable, Aggregate Intrinsic Value | $ 3,300 | $ 3,300 | |||||||||
Options, Exercised in Period | 15,700 | 2,500 | 310,656 | 5,000 | |||||||
Options, Exercised in Period, Intrinsic Value | $ 100 | $ 100 | $ 1,700 | $ 100 | |||||||
Stock Options, Unrecognized Share-based Compensation Expense | $ 10,900 | $ 10,900 | |||||||||
Share-based Compensation Expense Not yet Recognized, Weighted-average Period for Recognition | 3 years 2 months 12 days | ||||||||||
2015 Plan [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock Options Expiration Term | 10 years | ||||||||||
Number of Shares Authorized | 2,250,000 | ||||||||||
Number of Shares Annual Increase | 1,800,000 | 874,709 | |||||||||
Plan Shares Annual Increase Threshold, Percentage | 4.00% | ||||||||||
Maximum Number of Shares Authorized per One Participant | 2,000,000 | ||||||||||
Stock Options, Outstanding, Number | 2,813,070 | 2,813,070 | |||||||||
Shares of Common Stock Available for Grants | 311,639 | 311,639 | |||||||||
Stock Options, Vested, Number | 444,301 | 444,301 | |||||||||
Stock Option and Compensation Plan of 2007 [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of Shares Authorized | 1,250,000 | ||||||||||
Stock Options, Outstanding, Number | 402,671 | 402,671 | |||||||||
Shares of Common Stock Available for Grants | 282,635 | 282,635 | |||||||||
Share-Based Compensation Vested Options Exercisable Term | 10 years | ||||||||||
Stock Option and Compensation Plan 1998 [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Stock Options, Outstanding, Number | 11,202 | 11,202 | |||||||||
Shares of Common Stock Available for Grants | 0 | 0 |
Stock Option Activity (Details)
Stock Option Activity (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 28, 2014 | |
Number of Common Shares, Options Outstanding | ||||
Number of Common Shares, Options Outstanding, Beginning of year | 2,419,529 | 755,617 | ||
Number of Common Shares, Options Outstanding, Granted | 1,128,070 | 1,610,000 | ||
Number of Common Shares, Options Outstanding, Options Subject to Anti-Dilutive Adjustments | (2,337,643) | |||
Number of Common Shares, Options Outstanding, Options Subject to Anti-Dilutive Adjustments | 2,337,643 | |||
Number of Common Shares, Options Outstanding, Exercised | (310,656) | (5,000) | ||
Number of Common Shares, Options Outstanding, Cancelled | (10,000) | (6,000) | ||
Number of Common Shares, Options Outstanding, End of year | 3,226,943 | 2,354,617 | ||
Number of Common Shares, Exercisable | ||||
Number of Common Shares Exercisable | 413,873 | 744,617 | 724,529 | 616,792 |
Number of Common Shares, Available for Grant | ||||
Number of Common Shares, Available for Grant, beginning of year | 837,635 | 276,635 | ||
Number of Common Shares, Available for Grant, Authorized | 874,709 | 2,250,000 | ||
Number of Common Shares, Available for Grant, Granted | (1,128,070) | (1,610,000) | ||
Number of Common Shares, Available for Grant, Cancelled | 10,000 | 6,000 | ||
Number of Common Shares, Available for Grant, end of year | 594,274 | 922,635 | ||
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, beginning of year | $ 8.16 | $ 6.09 | ||
Weighted Average Exercise Price, Granted | 11.89 | 9.05 | ||
Weighted Average Exercise Price, Options Subject to Anti-Dilutive Adjustments | 8.75 | |||
Weighted Average Exercise Price, Options Subject to Anti-Dilutive Adjustments | 7.04 | |||
Weighted Average Exercise Price, Exercised | 5.73 | 7.03 | ||
Weighted Average Exercise Price, Cancelled | 9.33 | 9.19 | ||
Weighted Average Exercise Price, end of year | $ 8.57 | $ 8.10 |
Net Income (Loss) per Share o50
Net Income (Loss) per Share of Common Stock (Details Textual) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Share | 616,968 | 127,299 | 221,667 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Expense (Benefit) | $ 91 | $ (12,874) | $ 761 | $ (12,702) | |
Deferred Tax Liabilities Intangible Assets Acquired in Merger [Member] | |||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 12,700 | ||||
Latest Tax Year [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |||||
Effective Tax Rate, Percent | 10.70% | 109.60% | |||
Federal Tax Rate, Percent | 35.00% | 35.00% | |||
Income Tax Expense (Benefit) | $ 800 | $ 12,700 | |||
Income Taxes Receivable | $ 2,400 | $ 2,400 | $ 2,100 | ||
Income Taxes Audit, Tax Years | 2,013 | ||||
Earliest Tax Year [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |||||
Income Taxes Audit, Tax Years | 2,009 |
Financial Instruments and Fai52
Financial Instruments and Fair Value Measurements (Details Textual) | Oct. 19, 2016USD ($) | Jan. 29, 2016USD ($)payment | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($)payment | Dec. 31, 2015USD ($) | Apr. 22, 2016USD ($) | Jul. 31, 2015USD ($) |
Land [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Tangible Asset Impairment Charges | $ 0 | $ 0 | |||||
Jamul Land [Member] | Scenario, Forecast [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Gain on sale of land held for sale | $ 4,200,000 | ||||||
Jamul Land [Member] | Subsequent Event [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Proceeds from sale of land held for sale | $ 5,500,000 | ||||||
Initial Montana Acquisition [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Business Combination, Contingent Consideration Maximum | $ 2,000,000 | ||||||
Business Combination, Contingent Consideration, Liability | $ 2,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Number of Periodic Payment | payment | 4 | 4 | |||||
Initial Montana Acquisition [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value of Identified Intangible Assets | $ 14,200,000 | ||||||
Initial Montana Acquisition [Member] | Property and Equipment [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated Fair Value of Property and Equipment | $ 2,400,000 | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value of Identified Intangible Assets | $ 80,500,000 | ||||||
Sartini Gaming [Member] | Land and Land Improvements [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated Fair Value of Property and Equipment | 37,800,000 | ||||||
Sartini Gaming [Member] | Other Assets Acquired [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated Fair Value of Property and Equipment | $ 45,400,000 | ||||||
Second Montana Acquisition [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value of Identified Intangible Assets | $ 11,100,000 | ||||||
Second Montana Acquisition [Member] | Property and Equipment [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated Fair Value of Property and Equipment | $ 7,800,000 |
Commitments and Contingencies53
Commitments and Contingencies (Details Textual) | 3 Months Ended | 9 Months Ended | 40 Months Ended | ||
Sep. 30, 2016USD ($)a | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)aParcel | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)a$ / Room$ / RoundofGolf | |
Operating Leases, Rent Expense | $ 13,830,000 | $ 8,779,000 | $ 41,222,000 | $ 8,965,000 | |
Gaming Expenses | 65,261,000 | 35,661,000 | 184,293,000 | 48,284,000 | |
Other Operating Expenses | 1,247,000 | 813,000 | 3,193,000 | 1,555,000 | |
Participation and Revenue Share Agreements [Member] | |||||
Gaming Expenses | 33,200,000 | 16,200,000 | 94,100,000 | 16,200,000 | |
Participation and Revenue Share Agreements [Member] | Related Party Transaction, Revenue Share and Participation Agreement [Member] | |||||
Gaming Expenses | 600,000 | 200,000 | 1,600,000 | 200,000 | |
Revenue Share Agreements [Member] | |||||
Other Operating Expenses | 300,000 | $ 700,000 | |||
Maximum [Member] | |||||
Operating Leases Renewal Term | 15 years | ||||
Original Terms of Current Branded Tavern Location Leases Range | 14 years | ||||
Capital Leases Term | 4 years | ||||
Minimum [Member] | |||||
Operating Leases Renewal Term | 1 year | ||||
Original Terms of Current Branded Tavern Location Leases Range | 1 year | ||||
Capital Leases Term | 3 years | ||||
Office Headquarters [Member] | |||||
Lease expiration year | 2,025 | ||||
Office Headquarters [Member] | Maximum [Member] | |||||
Rental Income Related to Sublease | $ 100,000 | $ 100,000 | |||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | |||||
Number of Leased Parcels of Land | Parcel | 4 | ||||
Area of Land | a | 9 | 9 | 9 | ||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | Sublease to Unrelated Third Party [Member] | |||||
Area of Land | a | 2 | 2 | 2 | ||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | Sublease to Unrelated Third Party [Member] | Maximum [Member] | |||||
Rental Income Related to Sublease | $ 100,000 | $ 100,000 | |||
Rocky Gap State Park [Member] | Maryland DNR [Member] | |||||
Area of the Property | a | 270 | 270 | 270 | ||
Operating Leases Renewal Term | 20 years | ||||
Lease expiration year | 2,052 | ||||
Operating Leases, Rent Due | $ 275,000 | ||||
Operating Leases, Revenue Percent | 0.90% | ||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Per Room Per Night [Member] | |||||
Operating Leases, Surcharge Revenue, Per Unit | $ / Room | 3 | ||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Per Round Of Golf [Member] | |||||
Operating Leases, Surcharge Revenue, Per Unit | $ / RoundofGolf | 1 | ||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Surcharge Revenue [Member] | |||||
Operating Lease, Base Revenue | $ 150,000 | ||||
Operating Leases, Rent Expense | $ 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | $ 150,000 |
Rent Expense (Details)
Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Rent expense | ||||
Operating Leases, Rent Expense | $ 13,830 | $ 8,779 | $ 41,222 | $ 8,965 |
Space Lease Agreements [Member] | ||||
Rent expense | ||||
Operating Leases, Rent Expense | 10,284 | 6,445 | 30,730 | 6,445 |
Related Party Leases [Member] | ||||
Rent expense | ||||
Operating Leases, Rent Expense | 468 | 433 | 1,873 | 433 |
Other Operating Leases [Member] | ||||
Rent expense | ||||
Operating Leases, Rent Expense | $ 3,078 | $ 1,901 | $ 8,619 | $ 2,087 |
Future Minimum Payments for Ope
Future Minimum Payments for Operating and Capital Lease (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Remainder of 2016 | $ 11,552 |
2,017 | 38,202 |
2,018 | 29,822 |
2,019 | 28,465 |
2,020 | 13,466 |
2,021 | 9,305 |
Thereafter | 57,321 |
Total | 188,133 |
Capital lease obligations | 2,140 |
Furniture, fixtures and equipment [Member] | |
Remainder of 2016 | 304 |
2,017 | 573 |
2,018 | 555 |
2,019 | 515 |
2,020 | 242 |
2,021 | 79 |
Total | 2,268 |
Less: Amounts representing interest | (128) |
Capital lease obligations | 2,140 |
Space Lease Agreements [Member] | |
Remainder of 2016 | 8,379 |
2,017 | 26,544 |
2,018 | 20,012 |
2,019 | 19,391 |
2,020 | 4,523 |
2,021 | 1,018 |
Thereafter | 36 |
Total | 79,903 |
Related Party Leases [Member] | |
Remainder of 2016 | 620 |
2,017 | 2,253 |
2,018 | 1,697 |
2,019 | 1,709 |
2,020 | 1,721 |
2,021 | 1,750 |
Thereafter | 6,545 |
Total | 16,295 |
Other Operating Leases [Member] | |
Remainder of 2016 | 2,553 |
2,017 | 9,405 |
2,018 | 8,113 |
2,019 | 7,365 |
2,020 | 7,222 |
2,021 | 6,537 |
Thereafter | 50,740 |
Total | $ 91,935 |
Segment Information (Details Te
Segment Information (Details Textual) | 9 Months Ended |
Sep. 30, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Assets and Operations of Report
Assets and Operations of Report Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Revenue, Net | $ 104,226 | $ 62,512 | $ 297,818 | $ 90,607 | |
Gain on sale of cost method investment | 750 | ||||
Impairments and other losses | (682) | ||||
Depreciation and amortization expense | (7,223) | (5,100) | (19,862) | (6,859) | |
Income (loss) from operations | 3,082 | (7,752) | 11,870 | (9,077) | |
Interest expense, net | (1,689) | (980) | (4,786) | (1,423) | |
Assets | 408,328 | 408,328 | $ 378,784 | ||
Operating Segments [Member] | Distributed Gaming [Member] | |||||
Revenue, Net | 78,253 | 40,331 | 224,602 | 40,331 | |
Depreciation and amortization expense | (4,871) | (2,952) | (13,166) | (2,952) | |
Income (loss) from operations | 4,961 | 2,204 | 17,258 | 2,204 | |
Interest expense, net | (43) | (28) | (118) | (28) | |
Assets | 287,282 | 287,282 | 221,596 | ||
Operating Segments [Member] | Casinos [Member] | |||||
Revenue, Net | 25,909 | 22,133 | 73,031 | 50,138 | |
Management fee revenue (expense) | (550) | (1,367) | |||
Depreciation and amortization expense | (2,034) | (1,882) | (5,720) | (3,603) | |
Income (loss) from operations | 4,477 | 2,662 | 12,398 | 4,635 | |
Interest expense, net | (3) | (89) | (4) | (626) | |
Assets | 105,723 | 105,723 | 112,962 | ||
Corporate and Other [Member] | |||||
Revenue, Net | 64 | 598 | 185 | 1,505 | |
Management fee revenue (expense) | 550 | 1,367 | |||
Impairments and other losses | (682) | ||||
Depreciation and amortization expense | (318) | (266) | (976) | (304) | |
Income (loss) from operations | (6,356) | (12,618) | (17,786) | (15,916) | |
Interest expense, net | (1,643) | (863) | (4,664) | (769) | |
Assets | $ 15,323 | $ 15,323 | $ 44,226 | ||
Consolidation, Eliminations [Member] | |||||
Revenue, Net | $ (550) | $ (1,367) |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | |||||||
Stock Options Granted in Period | 1,128,070 | 1,610,000 | |||||
Grant of options exercise price | $ 5.73 | $ 7.03 | |||||
Net Revenues | $ 89,157,000 | $ 52,336,000 | $ 255,966,000 | $ 74,746,000 | |||
Gaming Expenses | 65,261,000 | $ 35,661,000 | $ 184,293,000 | $ 48,284,000 | |||
Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lease for Tavern Locations Remaining Terms Range | 14 years | ||||||
Mr. Sartini [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties | 100,000 | $ 100,000 | |||||
Reimbursement Expense Paid | 100,000 | ||||||
Son of Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 217,000 | ||||||
Percentage of Eligible Annual Bonus on Base Salary | 35.00% | ||||||
Stock Options Granted in Period | 70,000 | ||||||
Grant of options exercise price | $ 12.51 | ||||||
Stock options vesting period | 4 years | ||||||
Immediate Family Member of Management or Principal Owner [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from Related Parties | 0 | $ 0 | |||||
Net Revenues | 300,000 | 1,100,000 | |||||
Gaming Expenses | 200,000 | 1,000,000 | |||||
Immediate Family Member of Management or Principal Owner [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties | 100,000 | 100,000 | |||||
Executive Vice President and Chief Legal Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties | 0 | 0 | |||||
Net Revenues | 300,000 | 600,000 | |||||
Gaming Expenses | 200,000 | 500,000 | |||||
Executive Vice President and Chief Legal Officer [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due from Related Parties | 100,000 | 100,000 | |||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Net Revenues | 100,000 | ||||||
Office Headquarters and Tavern Lease [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Due from (to) Related Party | 0 | $ 0 | |||||
Office Headquarters and Tavern Lease [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lease for Tavern Locations Remaining Terms Range | 10 years | ||||||
Office Headquarters and Tavern Lease [Member] | Mr. Sartini [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of Counterparty Ownership by Related Party | 33.00% | ||||||
Office Headquarters and Tavern Lease [Member] | Stephen Arcana [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of Counterparty Ownership by Related Party | 3.00% | ||||||
Office Headquarters Lease [Member] | Mr. Sartini [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | 300,000 | $ 800,000 | |||||
Office Headquarters Lease [Member] | Mr. Sartini [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Rental Income for Sublet Portion | 100,000 | 100,000 | |||||
Tavern Leases [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Related Parties | 100,000 | 100,000 | |||||
Tavern Leases [Member] | Mr. Sartini [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 300,000 | 1,000,000 | |||||
Base Salary [Member] | Son of Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 275,000 | ||||||
Discretionary Bonuses [Member] | Son of Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 30,000 |