Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 15, 2017 | Jun. 30, 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 Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 22,248,972 | ||
Entity Public Float | $ 125,010,452 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 46,898 | $ 69,177 |
Accounts receivable, net | 6,697 | 3,033 |
Income taxes receivable | 2,340 | 2,078 |
Prepaid expenses | 9,761 | 6,005 |
Inventories | 2,605 | 2,439 |
Other | 1,346 | 912 |
Total current assets | 69,647 | 83,644 |
Property and equipment, net | 137,581 | 114,309 |
Other assets | ||
Goodwill | 105,655 | 96,288 |
Customer relationships, net | 85,333 | 67,614 |
Other intangible assets, net | 27,435 | 23,368 |
Land held for sale | 960 | |
Other | 7,592 | 2,759 |
Total other assets | 211,850 | 180,831 |
Total assets | 419,078 | 378,784 |
Current liabilities | ||
Current portion of long-term debt | 15,752 | 9,180 |
Accounts payable | 11,739 | 8,237 |
Accrued taxes, other than income taxes | 3,024 | 831 |
Accrued payroll and related | 3,478 | 3,494 |
Other accrued expenses | 3,846 | 3,604 |
Total current liabilities | 37,839 | 25,346 |
Long-term debt, net | 167,690 | 136,918 |
Deferred income taxes | 38 | 4,471 |
Other long-term obligations | 4,085 | 1,564 |
Total liabilities | 209,652 | 168,299 |
Commitments and contingencies (Note 15) | ||
Shareholders' equity | ||
Common stock, $.01 par value; authorized 100,000 shares; 22,232 and 21,868 common shares issued and outstanding, respectively | 223 | 219 |
Additional paid-in capital | 290,157 | 283,991 |
Accumulated deficit | (80,954) | (73,725) |
Total shareholders' equity | 209,426 | 210,485 |
Total liabilities and shareholders' equity | 419,078 | 378,784 |
Customer Relationships [Member] | ||
Other assets | ||
Customer relationships, net | $ 71,168 | $ 57,456 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
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) | 22,232,000 | 21,868,000 |
Common stock, shares outstanding (in shares) | 22,232,000 | 21,868,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Revenues | |||
Gaming | $ 346,039 | $ 148,447 | $ 43,458 |
Food and beverage | 58,659 | 25,584 | 6,157 |
Rooms | 7,853 | 6,814 | 6,289 |
Other operating | 11,844 | 5,079 | 2,452 |
Gross revenues | 424,395 | 185,924 | 58,356 |
Less: Promotional allowances | (21,191) | (8,882) | (3,184) |
Net revenues | 403,204 | 177,042 | 55,172 |
Expenses | |||
Gaming | 248,075 | 98,268 | 25,031 |
Food and beverage | 35,355 | 19,373 | 4,771 |
Rooms | 1,336 | 968 | 694 |
Other operating | 5,566 | 2,260 | 1,419 |
Selling, general and administrative | 68,155 | 38,708 | 22,084 |
Merger expenses | 614 | 11,525 | 482 |
Disposition of notes receivable | (23,590) | ||
(Gain) loss on disposal of property and equipment | 54 | 16 | (7) |
Gain on sale of investment | (750) | (2,391) | |
Arbitration award costs | 2,530 | ||
Impairments and other losses | 682 | 20,997 | |
Preopening expenses | 2,471 | 421 | |
Executive severance and sign-on bonuses | 1,037 | ||
Depreciation and amortization | 27,506 | 10,798 | 3,513 |
Total expenses | 390,169 | 158,679 | 79,123 |
Income (loss) from operations | 13,035 | 18,363 | (23,951) |
Non-operating income (expense) | |||
Interest expense, net | (6,454) | (2,728) | (1,058) |
Loss on extinguishment of debt | 18 | (1,174) | |
Gain on sale of land held for sale | 4,525 | ||
Other, net | 869 | 90 | 164 |
Total non-operating expense, net | (1,060) | (3,812) | (894) |
Income (loss) before income tax benefit | 11,975 | 14,551 | (24,845) |
Income tax benefit | 4,325 | 9,969 | |
Net income (loss) | 16,300 | 24,520 | (24,845) |
Other comprehensive income (loss) | 22 | (22) | |
Comprehensive income (loss) | $ 16,300 | $ 24,542 | $ (24,867) |
Weighted-average common shares outstanding | |||
Basic | 22,135 | 16,878 | 13,379 |
Dilutive impact of stock options | 319 | 225 | |
Diluted | 22,454 | 17,103 | 13,379 |
Net income (loss) per share | |||
Basic | $ 0.74 | $ 1.45 | $ (1.86) |
Diluted | $ 0.73 | $ 1.43 | $ (1.86) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balances (in shares) at Dec. 29, 2013 | 26,721 | ||||
Balances at Dec. 29, 2013 | $ 132,079 | $ 267 | $ 205,212 | $ (73,400) | |
Issuance of common stock pursuant to share-based compensation awards (in shares) | 56 | ||||
Issuance of common stock pursuant to share-based compensation awards | 134 | $ 1 | 133 | ||
Effect of share-based compensation | 270 | 270 | |||
Other comprehensive income (loss) | (22) | $ (22) | |||
Effect of reverse stock split (in shares) | (13,388) | ||||
Effect of reverse stock split | $ (134) | 134 | |||
Net income (loss) | (24,845) | (24,845) | |||
Balances (in shares) at Dec. 28, 2014 | 13,389 | ||||
Balances at Dec. 28, 2014 | 107,616 | $ 134 | 205,749 | (22) | (98,245) |
Issuance of common stock pursuant to share-based compensation awards (in shares) | 25 | ||||
Issuance of common stock pursuant to share-based compensation awards | 168 | 168 | |||
Effect of share-based compensation | 809 | 809 | |||
Other comprehensive income (loss) | 22 | $ 22 | |||
Share issuance related to business combination (in shares) | 8,454 | ||||
Share issuance related to business combination | 77,350 | $ 85 | 77,265 | ||
Net income (loss) | 24,520 | 24,520 | |||
Balances (in shares) at Dec. 31, 2015 | 21,868 | ||||
Balances at Dec. 31, 2015 | 210,485 | $ 219 | 283,991 | (73,725) | |
Issuance of common stock pursuant to share-based compensation awards (in shares) | 314 | ||||
Issuance of common stock pursuant to share-based compensation awards | 1,792 | $ 3 | 1,789 | ||
Effect of share-based compensation | 3,878 | 3,878 | |||
Share issuance related to business combination (in shares) | 50 | ||||
Share issuance related to business combination | 500 | $ 1 | 499 | ||
Special Dividend ($1.71 per share) | (23,529) | (23,529) | |||
Net income (loss) | 16,300 | 16,300 | |||
Balances (in shares) at Dec. 31, 2016 | 21,868 | ||||
Balances at Dec. 31, 2016 | $ 209,426 | $ 223 | $ 290,157 | $ (80,954) |
Consolidated Statements of Sha6
Consolidated Statements of Shareholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Statement Of Stockholders Equity [Abstract] | |
Special dividend, per share | $ 1.71 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Operating activities | |||
Net income (loss) | $ 16,300 | $ 24,520 | $ (24,845) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 27,506 | 10,798 | 3,513 |
Amortization of debt issuance costs and accretion of debt discount | 732 | 525 | 503 |
Accretion and amortization of discounts and premiums on short-term investments | 240 | 276 | |
Share-based compensation | 3,878 | 809 | 270 |
(Gain) loss on disposal of property and equipment | 54 | 303 | (7) |
(Gain) loss on extinguishment of debt | (18) | 1,174 | |
Gain on sale of land held for sale | (4,525) | ||
Disposition of notes receivable | (23,590) | ||
Impairments and other losses | 357 | 20,997 | |
Deferred income taxes | (4,325) | (10,216) | |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (3,151) | 1,033 | |
Prepaid expenses | (3,810) | 2,035 | |
Income taxes receivable | (262) | 77 | |
Other current assets | 102 | 371 | 84 |
Accrued taxes, other than income taxes | 2,193 | 6 | (23) |
Accounts payable and other accrued expenses | 2,770 | 900 | 517 |
Other | (49) | ||
Net cash provided by operating activities | 37,395 | 9,342 | 1,285 |
Investing activities | |||
Acquisition of businesses, net of cash acquired | (41,273) | 25,539 | |
Purchase of property and equipment | (30,634) | (7,946) | (4,516) |
Purchase of short-term investments | (25,137) | (73,886) | |
Proceeds from maturities of short-term investments | 35,175 | 70,389 | |
Proceeds from disposal of property and equipment | 2,985 | 4,413 | 258 |
Proceeds from sales of short-term investments | 36,182 | 5,543 | |
Collection on notes receivable | 23,590 | ||
Other | (2,198) | (1,767) | 67 |
Net cash provided by (used in) investing activities | (71,120) | 90,049 | (2,145) |
Financing activities | |||
Net borrowings on Revolving Credit Facility | 5,000 | ||
Repayments of Term Loans | (8,500) | (204,560) | (1,755) |
Proceeds from Term Loans | 40,000 | 145,000 | |
Repayments of notes payable | (2,061) | ||
Dividends paid | (23,529) | ||
Proceeds from issuance of common stock | 1,792 | 168 | 134 |
Payments for debt issuance costs | (500) | (2,803) | |
Principal payments under capital leases | (756) | ||
Warrant repurchase | (3,435) | ||
Net cash provided by (used in) financing activities | 11,446 | (65,630) | (1,621) |
Cash and cash equivalents | |||
Net increase (decrease) for the year | (22,279) | 33,761 | (2,481) |
Balance, beginning of year | 69,177 | 35,416 | 37,897 |
Balance, end of year | 46,898 | 69,177 | 35,416 |
Supplemental cash flow disclosures | |||
Cash paid during the period for interest | 5,721 | 2,321 | $ 701 |
Cash paid for income taxes | 260 | 170 | |
Non-cash investing and financing activities | |||
Notes payable issued for property and equipment | 721 | 2,838 | |
Equipment acquired under capital lease obligations | 2,726 | ||
Common stock issued in connection with acquisition | $ 500 | $ 77,350 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | Note 1 – Nature of Business Golden 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 from Lakes Entertainment, Inc. to Golden Entertainment, Inc. The Company’s common stock continues to be traded on the NASDAQ Global Market, and the Company’s ticker symbol was changed from “LACO” to “GDEN” effective August 4, 2015. See Note 3, Merger 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 3, Merger and Acquisitions |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates also include preliminary estimates of values assigned to assets acquired and liabilities assumed in connection with business combinations, including conclusions of useful lives, separate entity values and underlying valuation metrics and methods. These preliminary estimates could change significantly during the measurement period which can remain open for up to one year after the closing date of the business combination. See Note 3, Merger and Acquisitions, Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Additionally, certain minor reclassifications have been made to the prior year period amounts to conform to the current presentation. Effective September 10, 2014, the Company implemented a 1-for-2 reverse split of its common stock where each two shares of issued and outstanding common stock were converted into one share of common stock. The reverse split reduced the number of shares of the Company’s common stock outstanding from approximately 26.8 million to 13.4 million at such date. The par value of the common stock remains at $0.01 per share and the number of authorized shares of common stock decreased from 200 million to 100 million. Proportional adjustments were also made to the Company’s outstanding stock options. All share information presented in this Annual Report on Form 10-K gives effect to the reverse stock split. Cash and Cash Equivalents Cash and cash equivalents include highly-liquid investments with original maturities of three months or less. Although these balances may at times exceed the federal insured deposit limit, the Company believes such risk is mitigated by the quality of the institution holding such deposit. Inventory Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or market. Cost is determined using the average cost inventory method. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. A significant amount of the Company’s property and equipment was acquired through business acquisitions and therefore was initially recognized at fair value on the effective dates of the transactions. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Building and site improvements 5 - 45 years Furniture and equipment 1 - 15 years Leasehold improvements 1 - 28 years The Company owns parcels of land and performs an impairment analysis on the land it owns at least quarterly to determine if an impairment has occurred. Goodwill and Intangible Assets Goodwill represents the purchase price in excess of fair values assigned to the underlying net assets of the acquired company. Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. Goodwill is not amortized but instead is tested for impairment annually. Intangible assets with finite lives are amortized using the straight-line method over the periods estimated to be benefited. Finite-lived intangible assets are also reviewed for impairment if facts and circumstances warrant. Impairment tests are performed on October 1 st Rewards Programs The Company has established a Rewards Club promotional program at Rocky Gap to encourage repeat business from frequent customers. Rewards Club casino player relationships represent loyalty program members who earn points based on play and amounts spent on the purchase of rooms, food, beverage and resort activities, such points are redeemable for complimentary slot play and free goods and services at Rocky Gap’s hotel, restaurants, spa and golf course. The Company also offers a Gold Mine Rewards promotional program at its Nevada casinos to encourage repeat business from frequent customers. The close proximity of the Company’s three Nevada casino properties allows it to leverage the convenience of a one-card player rewards system, where reward points and other benefits can be earned and redeemed across all three of the Company’s Nevada casinos via a single card. Gold Mine Rewards casino player relationships represent loyalty program members who earn points based on play and retail purchases, which are redeemable for food, beverages and hotel rooms, among other items. In its Distributed Gaming segment, the Company offers a Golden Rewards promotional program for its taverns. Golden Rewards tavern player relationships represent loyalty program members who earn points based on play and amounts spent on the purchase of food and beverage, which points are redeemable for complimentary slot play, food and beverages, among other items. The Company records a liability based on the value of points earned, less an estimate for points not expected to be redeemed (“breakage”). The Company records net points earned for complimentary gaming play as a reduction to gaming revenue and points earned for free goods and services as promotional allowances. Historical data is used to assist in the determination of the estimated accruals. The Rewards Club, Gold Mine Rewards and Golden Rewards point accrual are included in current liabilities on the Company’s consolidated balance sheet. Long-Term Debt, Net Long-term debt, net is reported as the outstanding debt amount net of unamortized debt issuance costs, which include legal and other direct costs related to the issuance of the Company’s outstanding debt, is recorded as a direct reduction to the face amount of the Company’s outstanding debt. The debt issuance costs are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that the Company’s debt is modified, repurchased or otherwise reduced prior to its original maturity date, the Company ratably reduces the unamortized debt issuance costs and discount and records a loss on extinguishment of debt. Revenue Recognition and Promotional Allowances The Company generally enters into three types of gaming device placement contracts as part of the distributed gaming business: space lease, revenue share and participation agreements. Under space lease agreements, the Company pays a fixed monthly rental fee for the right to install, maintain and operate the Company’s gaming devices at a business location. Under these agreements, the Company recognizes all gaming revenue and records fixed monthly rental fees as gaming expenses in the consolidated statement of operations. Under revenue share agreements, the Company 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. With regard to both space lease and revenue share agreements, the Company holds the applicable gaming license to conduct gaming at the location (although revenue share locations are required to obtain separate regulatory approval to receive a percentage of the gaming revenue). Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue that it generates from the Company’s gaming devices. In Montana, the Company’s gaming and amusement device placement contracts are all revenue share agreements. Gaming revenue, which is defined as the difference between gaming wins and losses, is recognized as wins and losses occur from gaming activities. The retail value of rooms, food and beverage, and other services furnished to customers without charge, including coupons for discounts when redeemed, is included in gross revenues and then deducted as a promotional allowance. The estimated cost of providing such promotional allowances is included in gaming expenses. Food, beverage, and retail revenues are recorded at the time of sale. Room revenue is recorded at the time of occupancy. Sales taxes and surcharges collected from customers and remitted to governmental authorities are presented on a net basis. Accounts receivable deemed uncollectible are charged off through a provision for uncollectible accounts. No material amounts were deemed uncollectible during fiscal years 2016, 2015 or 2014. Gaming Taxes Rocky Gap is subject to gaming taxes based on gross gaming revenues and also pays an annual flat tax based on the number of table games and video lottery terminals in operation during the year. The Company’s Pahrump casinos are subject to taxes based on gross gaming revenues and pay annual fees based on the number of slot machines and table games licensed during the year. Additionally, in Nevada, the Company’s distributed gaming operations are subject to taxes based on the Company’s share of non-restricted gross gaming revenue for those locations that have grandfathered rights to more than 15 gaming devices for play, and/or annual and quarterly fees at all tavern and third party distributed gaming locations. The Company’s distributed gaming operations in Montana are subject to taxes based on the Company’s share of gross gaming revenue. These gaming taxes are recorded as gaming expenses in the consolidated statements of operations. Total gaming taxes and licenses were $35.7 million, $24.2 million and $20.2 million for fiscal years 2016, 2015 and 2014, respectively. Advertising Expenses The Company expenses advertising costs as incurred. Advertising expenses, which are primarily included in selling, general and administrative expenses, were $2.6 million, $3.4 million and $2.5 million for fiscal years 2016, 2015 and 2014, respectively. Share-Based Compensation Expense The Company has various share-based compensation programs, which provide for equity awards including stock options and restricted stock units. The Company uses the straight-line method to recognize compensation expense associated with share-based awards based on the fair value on the date of grant. Expense is recognized over the requisite service period related to each award, which is the period between the grant date and the award’s stated vesting term. The fair value of stock options is estimated using the Black-Scholes option pricing model. For restricted stock units, compensation expense is calculated based on the fair market value of the Company’s common stock on the date of grant. All of the Company’s share-based compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. See Note 10, Share-Based Compensation, Income Taxes The determination of the Company’s income tax-related account balances requires the exercise of significant judgment by management. Accordingly, the Company determines deferred tax assets and liabilities based upon the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Management assesses the likelihood that deferred tax assets will be recovered from future taxable income and establishes a valuation allowance when management believes recovery is not likely. The Company establishes assets and liabilities for uncertain tax positions taken or expected to be taken in income tax returns using a more-likely-than-not recognition threshold. The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense. Litigation Costs The Company does not accrue for future litigation costs, if any, to be incurred in connection with outstanding litigation and other dispute matters but rather records such costs when the legal and other services are rendered. Recent Accounting Pronouncements Changes to generally accepted accounting principles in the United States are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. 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 FASB issued ASU 2016-02, Leases In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers The customer loyalty programs affect revenues from our four core business operations: gaming, food and beverage, rooms and other operations. Currently, the Company estimates the cost of fulfilling the redemption of player rewards, after consideration of breakage, based upon the cost of historical redemptions. Upon adoption of the new guidance, player rewards will no longer be recorded at cost, and a deferred revenue model will be used to account for the classification and timing of revenue recognized as well as the classification of related expenses when player rewards are redeemed. Additionally, we expect to see a significant decrease in food and beverage and room revenues. The presentation of goods and services provided to customers without charge in gross revenue with a corresponding reduction in promotional allowances will no longer be reported. Revenue will be recognized based on relative standalone selling prices for transactions with more than one performance obligation. 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 | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Merger and Acquisitions | Note 3 – 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 14, 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 dates, within its Distributed Gaming segment. For the year ended December 31, 2016, net revenues from the Montana Acquisitions totaled $47.0 million. For the year ended December 31, 2016, transaction-related costs for the Montana Acquisitions totaled $0.5 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, Business Combinations 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 $0.2 million of amortization for the trade names in the third quarter of 2015 was recorded during the fourth 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 as of July 31, 2015 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 Hotel, 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 (in thousands): 2017 2018 2019 2020 2021 Thereafter Estimated amortization expense $ 4,965 $ 4,877 $ 4,877 $ 4,877 $ 4,877 $ 35,705 See Note 14, 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 7, Debt Selected Financial Information Related to the Acquiree The consolidated financial position of Sartini Gaming is included in the Company’s consolidated balance sheet as of December 31, 2016 and December 31, 2015. Sartini Gaming’s consolidated results of operations and cash flows are included in our consolidated financial statements for the year ended December 31, 2016 and for the period from August 1, 2015 through December 31, 2015. During the year ended December 31, 2016, the Company recorded $293.1 million in net revenues and $26.1 million in net income from the operations of Sartini Gaming’s distributed gaming and casino businesses. From August 1, 2015 through December 31, 2015, the Company recorded $117.6 million in net revenues and $10.4 million in net income from the operations of Sartini Gaming’s distributed gaming and casino businesses. Total assets related to Sartini Gaming’s distributed gaming and casino businesses were approximately $244.3 million and $72.6 million, respectively, as of December 31, 2016, compared to approximately $221.6 million and $76.7 million, respectively, as of December 31, 2015. The assets acquired 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 for the years ended December 31, 2015 and December 28, 2014 are presented as if the Merger had occurred at the beginning of each period presented: Twelve Months Ended December 31, 2015 December 28, 2014 (In thousands, except per share data) Pro forma combined net revenues $ 345,437 $ 335,631 Pro forma combined net income (loss) 27,645 (38,426 ) Pro forma combined net income (loss) per share: Basic $ 1.27 $ (1.76 ) Diluted $ 1.25 $ (1.76 ) Weighted average common shares outstanding: Basic 21,848 21,833 Diluted 22,073 21,833 This unaudited pro forma combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of or intended to represent the results that would have been achieved had the Merger been consummated as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined financial information does not reflect any operating efficiencies and associated cost savings that may be achieved as a result of the Merger. The following adjustments have been made to the pro forma combined net income (loss) and pro forma combined net income (loss) per share in the table above: • includes additional depreciation expense of property, plant and equipment, and additional amortization expense of intangible assets acquired in the Merger based on their estimated fair values and estimated useful lives; • reflects the impact of issuance of 8,453,565 shares of the Company’s common stock in connection with the Merger based on the final pre-Merger values; • reflects $11.5 million and $0.5 million of transaction-related costs associated with the Merger for the years ended December 31, 2015 and December 28, 2014, respectively; • reflects the elimination of the warrants issued by a subsidiary of Sartini Gaming, which were purchased for $3.4 million in cash and for 457,172 shares of the Company’s common stock (equivalent to $4.2 million based on the Merger per share price); and • reflects the elimination of approximately $10.0 million of tax benefit during the year ended December 31, 2015, related to the assumption of a net deferred tax liability generated from the intangible assets acquired in the Merger. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4 – Property and Equipment, Net The following table summarizes the components of property and equipment, net: December 31, 2016 December 31, 2015 (In thousands) Land $ 12,470 $ 12,470 Building and site improvements 77,515 67,984 Furniture and equipment 75,740 45,840 Construction in process 5,246 1,833 Property and equipment 170,971 128,127 Less: Accumulated depreciation (33,390 ) (13,818 ) Property and equipment, net $ 137,581 $ 114,309 On May 20, 2015, the Company sold its former corporate headquarters office building located in Minnetonka, Minnesota at a price of approximately $4.7 million, less approximate fees and closing costs of $0.3 million. The building was carried at $4.8 million, net of accumulated depreciation, on the Company’s consolidated balance sheet as of the date of entry into the sale agreement in March 2015. As a result, the Company recognized an impairment charge of $0.4 million during the first quarter of 2015. Depreciation expense for property and equipment, including capital leases, totaled $20.2 million, $8.5 million, and $3.4 million for 2016, 2015, and 2014, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 5 – Goodwill and Intangible Assets, Net Goodwill and intangible assets, net, consist of the following: Weighted Average Life Remaining as of December 31, 2016 December 31, 2016 December 31, 2015 (In thousands) Goodwill: Distributed Gaming $ 97,859 $ 79,208 Casinos 7,796 17,080 Total Goodwill $ 105,655 $ 96,288 Indefinite-lived intangible assets: Gaming licenses $ 960 $ 960 Trade names 12,200 12,200 Other 110 50 Total Indefinite-lived intangible assets $ 13,270 $ 13,210 Finite-lived intangible assets: Customer relationships 13.2 years $ 78,100 $ 59,200 Less: Accumulated amortization (6,932 ) (1,744 ) 71,168 57,456 Player relationships 10.4 years 7,300 7,600 Less: Accumulated amortization (910 ) (279 ) 6,390 7,321 Gaming license 11.4 years 2,100 2,100 Less: Accumulated amortization (508 ) (367 ) 1,592 1,733 Non-compete agreements 4.0 years 6,000 300 Less: Accumulated amortization (1,168 ) (63 ) 4,832 237 Other intangible assets 9.5 years 1,648 948 Less: Accumulated amortization (297 ) (81 ) 1,351 867 Total finite-lived intangible assets, net 85,333 67,614 Total intangible assets, net $ 98,603 $ 80,824 Goodwill represents the original goodwill allocation related to the Merger and final adjustments to purchase price allocations during the measurement period and the original goodwill allocations related to the Montana Acquisitions. 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 3, Merger and Acquisitions The Rocky Gap gaming license is being amortized over its 15 year term. Total amortization expense related to intangible assets was $7.3 million, $2.3 million and $0.1 million for 2016, 2015, and 2014, respectively. Estimated future amortization expense related to intangible assets, which includes acquired intangible assets recorded on a preliminary basis, is as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Estimated amortization expense $ 7,698 $ 7,610 $ 7,610 $ 7,463 $ 6,481 $ 48,471 |
Cost Method Investments
Cost Method Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments All Other Investments [Abstract] | |
Cost Method Investments | Note 6 – Cost Method Investments Investment in Rock Ohio Ventures, LLC As of December 28, 2014, the Company had a 10% ownership interest in Rock Ohio Ventures, LLC (“Rock Ohio Ventures”), a privately held company that owned interests in various casino and racetrack properties. The Company’s $21.0 million investment in Rock Ohio Ventures was accounted for using the cost method since the Company owned less than 20% of the entity and did not have the ability to significantly influence the operating and financial decisions of the entity. During the third quarter of 2014, this investment was determined to have experienced an other-than-temporary impairment and was reduced to its estimated fair value of zero using unobservable (Level 3) inputs including the discount cash flow and comparable public company approaches to value. As a result, the Company recognized an impairment loss of $21.0 million, which is included in impairments and other losses in the accompanying consolidated statement of operations for the year ended December 28, 2014. In January 2015, the Company sold all of its interest in Rock Ohio Ventures for approximately $0.8 million. Since this investment had been written down to zero, the Company accounted for the receipt of this payment as a gain on sale of investment. Investment in Dania Entertainment Holdings, LLC In May 2013, Dania Entertainment Center, LLC (“DEC”) purchased the Dania Jai Alai property located in Dania Beach, Florida, from Boyd Gaming Corporation, for $65.5 million. As part of a previous plan to purchase the property, during 2011 the Company loaned $4.0 million to DEC which was written down to zero during the third quarter of 2011 when the acquisition did not close. During 2013, the loan was exchanged for a 20% ownership interest in Dania Entertainment Holdings, LLC (“Dania Entertainment”). On April 21, 2014, the Company entered into a redemption agreement with Dania Entertainment that resulted in Dania Entertainment redeeming the Company’s 20% ownership in Dania Entertainment in exchange for Dania Entertainment granting to the Company 5% ownership in DEC. Concurrently, the Company entered into an agreement with ONDISS Corp. (“ONDISS”) to sell its ownership in DEC for approximately $2.6 million. The Company received $1.0 million in April 2014 in exchange for 40% of its ownership interest. In October 2014, ONDISS paid the entire remaining amount due to the Company at a discounted amount of approximately $1.4 million and upon receipt of such payment, the Company transferred its remaining ownership in DEC to ONDISS. As a result, the Company recognized a gain of $2.4 million, which was included in gain on sale of cost method investment in the accompanying consolidated statement of operations for the year ended December 28, 2014. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 – Debt Credit Agreement As of December 31, 2016, the Company’s senior secured credit facilities under the Credit Agreement consisted of $160.0 million in senior secured term loans (“Term Loans”) and a $50.0 million Revolving Credit Facility (together with the Term Loan facility, the “Facilities”). As of December 31, 2016, the Company had $150.0 million in principal amount of outstanding Term Loan borrowings and $30.0 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 December 31, 2016, the weighted average effective interest rate on the Company’s outstanding borrowings under the Credit Agreement was approximately 3.3%. Outstanding borrowings under the Term Loans at December 31, 2016 will be repaid in seven quarterly payments of $3.0 million each (commencing on March 31, 2017), 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. Any unpaid principal amount of the Revolving Credit Facility is due at maturity. The commitment fee for the Revolving Credit Facility is payable quarterly at a rate of between 0.25% and 0.30%, depending on the Company’s leverage ratio, and accrued based on the average daily amount of the available revolving commitment. 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 December 31, 2016. Rocky Gap Financing Facility In December 2012, the Company closed on a $17.5 million financing facility with Centennial Bank (the “Rocky Gap Financing Facility”) to finance a portion of Rocky Gap project costs. In connection with the entry into the Credit Agreement on July 31, 2015 and the borrowings thereunder, on July 31, 2015 the Company repaid all principal amounts outstanding under the Rocky Gap Financing Facility, which amounted to approximately $10.7 million, together with accrued interest. In connection with such repayment, the Company terminated the Rocky Gap Financing Facility. As a result of the payoff of the Rocky Gap Financing Facility, the Company recognized a loss on extinguishment of debt of $1.2 million, related to the unamortized discount under the facility, during the year ended December 31, 2015. Summary of Outstanding Debt Long-term debt, net of current portion and debt issuance costs, is comprised of the following: December 31, 2016 December 31, 2015 (In thousands) Term Loans $ 150,000 $ 118,500 Revolving Credit Facility 30,000 25,000 Capital lease obligations 1,970 — Notes payable 3,777 5,135 Total debt 185,747 148,635 Less: Unamortized debt issuance costs (2,305 ) (2,537 ) 183,442 146,098 Less: Current portion (15,752 ) (9,180 ) Long-term debt, net $ 167,690 $ 136,918 Future Principal Payments on Long-Term Debt The aggregate principal payments due on long-term debt as of December 31, 2016 are as follows (in thousands): 2017 $ 15,752 2018 13,862 2019 18,649 2020 137,354 2021 94 Thereafter 36 $ 185,747 |
Promotional Allowances
Promotional Allowances | 12 Months Ended |
Dec. 31, 2016 | |
Promotional Allowances [Abstract] | |
Promotional Allowances | Note 8 – 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: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Food and beverage $ 18,324 $ 6,633 $ 498 Rooms 2,263 2,035 2,529 Other 604 214 157 Total promotional allowances $ 21,191 $ 8,882 $ 3,184 The estimated cost of providing these promotional allowances, which is primarily included in gaming expenses, was as follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Food and beverage $ 12,485 $ 2,263 $ 234 Rooms 818 608 655 Other 367 205 122 Total estimated cost of promotional allowances $ 13,670 $ 3,076 $ 1,011 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 – 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 | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 10 – Share-Based Compensation Overview On August 27, 2015, the Board of Directors of the Company approved the Golden Entertainment, Inc. 2015 Incentive Award Plan (the “2015 Plan”), 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 (“RSUs”), 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 January 1 st 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 2,930,165 stock options outstanding under the 2015 Plan as of December 31, 2016, of which 599,446 had vested. There were 141,296 RSUs outstanding under the 2015 Plan as of December 31, 2016, none of which had vested. As of December 31, 2016, a total of 53,248 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 461,114 stock options outstanding under the 2007 Plan as of December 31, 2016, of which 399,827 had vested. As of December 31, 2016, a total of 221,348 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 December 31, 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 $3.9 million, $0.8 million and $0.3 million for fiscal years 2016, 2015 and 2014, respectively. In connection with the Special Dividend discussed in Note 9, Shareholders’ Equity For fiscal years 2016, 2015 and 2014, no income tax benefit was recognized in the Company’s consolidated statements of operations for share-based compensation arrangements. Management assessed the likelihood that the deferred tax assets relating to future tax deductions from share-based compensation will be recovered from future taxable income and determined that a valuation allowance is necessary to the extent that management currently believes it is more likely than not that tax benefits will not be realized. Management’s determination is based primarily on historical losses and earnings volatility. Stock Options The following table summarizes stock option activity for fiscal years 2016, 2015 and 2014: Number of Common Shares Weighted- Options Average Outstanding Exercisable Exercise Price Balance at December 31, 2015 2,419,529 724,529 $ 8.16 Granted 1,494,475 12.03 Options Subject to Anti-Dilutive Adjustments (2,337,643 ) 8.75 Options Subject to Anti-Dilutive Adjustments 2,337,643 7.04 Exercised (313,500 ) 5.72 Cancelled (198,023 ) 8.10 Balance at December 31, 2016 3,402,481 411,029 $ 9.02 Balance at December 28, 2014 755,617 616,792 $ 6.09 Granted 1,695,000 9.07 Exercised (25,088 ) 9.62 Cancelled (6,000 ) 9.19 Balance at December 31, 2015 2,419,529 724,529 $ 8.16 Balance at December 29, 2013 798,171 585,769 $ 5.97 Forfeited/cancelled/expired (25,211 ) 5.19 Exercised (28,343 ) 4.73 Granted 11,000 9.18 Balance at December 28, 2014 755,617 616,792 $ 6.09 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. The Company’s determination of fair value of share-based option awards on the date of grant using the Black-Scholes option pricing model is affected by the following assumptions regarding complex and subjective variables. Any changes in these assumptions may materially affect the estimated fair value of the share-based award. • Expected dividend yield — As the Company has not historically paid dividends, with the exception of the Special Dividend, the dividend rate variable used in the Black-Scholes model is zero. • Risk-free interest rate — The risk free interest rate assumption is based on the U.S. Treasury yield curve in effect at the time of grant and with maturities consistent with the expected term of options. • Expected term — The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. It is based upon an analysis of the historical behavior of option holders during the period from September 1995 to December 31, 2016. Management believes historical data is reasonably representative of future exercise behavior. • Expected volatility — The volatility assumption is based on the historical weekly price data of the Company’s stock over a two-year period. Management evaluated whether there were factors during that period which were unusual and which would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. • Forfeiture rate — The following assumptions were used to estimate the fair value of stock options granted during fiscal years 2016, 2015 and 2014: 2016 2015 2014 Expected dividend yield — — — Risk-free interest rate 1.43 – 2.40% 2.18 – 2.36% 2.39 – 2.88% Expected term (in years) 10 10 10 Expected volatility 24.03 – 26.95% 27.24 – 27.60% 32.87 – 39.35% As of December 31, 2016, the outstanding stock options had a weighted-average remaining contractual life of 7.9 years, weighted-average exercise price of $9.02 and an aggregate intrinsic value of $11.0 million. As of December 31, 2016, the outstanding stock options that were then exercisable had a weighted-average remaining contractual life of 1.7 years, a weighted-average exercise price of $4.50 and an aggregate intrinsic value of $3.1 million. The total intrinsic value of stock options exercised during fiscal years 2016, 2015 and 2014 was $1.8 million, $0.1 million and $0.1 million, respectively. The weighted-average grant-date fair value of stock options granted during fiscal years 2016, 2015 and 2014 was $4.80, $3.72 and $4.65 per share, respectively. As of December 31, 2016, the Company’s unrecognized share-based compensation expense related to stock options was approximately $10.5 million, which is expected to be recognized over a weighted-average period of 3.2 years. The Company issues new shares of common stock upon exercise of stock options. Restricted Stock Units The Company granted 141,296 RSUs during the year ended December 31, 2016 with a weighted average grant-date fair value of $12.57 per share. As of December 31, 2016, there was $1.6 million of unamortized compensation related to unvested RSUs which is expected to be recognized over a weighted-average period of 0.9 years. There was no RSU activity during the years ended December 31, 2015 and December 28, 2014. |
Net Income (Loss) per Share of
Net Income (Loss) per Share of Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share of Common Stock | Note 11 – Net Income (Loss) per Share of Common Stock For all periods, basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share in profitable periods reflects the effect of all potentially dilutive common shares outstanding 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 385,551, 586,589 and 755,617 for fiscal years 2016, 2015 and 2014, respectively, were not used to compute diluted net income (loss) per share because the effects would have been anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 – Income Taxes A summary of income tax expenses (benefit) follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Current: Federal $ — $ 247 $ — State — — — — 247 — Deferred: Federal $ (4,091 ) $ (8,939 ) $ — State (234 ) (1,277 ) — (4,325 ) (10,216 ) — Income tax benefit $ (4,325 ) $ (9,969 ) $ — Reconciliation of the statutory federal income tax rate to the Company’s actual rate based on income (loss) before income tax benefit is summarized as follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 Statutory federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income taxes 2.0 6.9 — State tax credit (45.9 ) — — State rate adjustment 2.1 — — Permanent tax differences – Merger expenses — 11.4 (0.1 ) Permanent tax differences – Investment in unconsolidated investee — 9.8 — Permanent tax differences – Other 2.4 1.4 — Purchase price allocation adjustment – Merger 3.7 — — Change in valuation allowance (34.8 ) (131.1 ) (34.9 ) FICA credit generated (4.7 ) — — Other, net 4.1 (1.8 ) — (36.1 ) % (68.4 ) % — % The Company’s current and non-current deferred tax assets and (liabilities) are as follows: December 31, 2016 December 31, 2015 (In thousands) Current: Accruals and reserves $ 1,144 $ 1,326 Transaction costs — 81 Prepaid services (1,034 ) (897 ) Net operating loss carryforwards — 9,917 $ 110 $ 10,427 Non-current: Development costs $ 5 $ 2,885 Share-based compensation expense 2,366 1,550 Amortization of intangible assets (20,024 ) (19,834 ) Depreciation of fixed assets (925 ) — Alternative minimum tax credit carryforward 1,468 1,420 General business credit carryforward 481 — State tax credits 5,500 — Net operating loss carryforwards 28,025 21,696 Other 1,065 2,978 17,961 10,695 Valuation allowances (18,109 ) (25,593 ) $ (38 ) $ (4,471 ) Deferred tax assets are evaluated by considering historical levels of income, estimates of future taxable income and the impact of tax planning strategies. The Company's financial results include the reversal of a portion of the valuation allowance recorded against the deferred tax assets of the Company. This reversal resulted in the recognition of a $4.3 million income tax benefit. The Company has performed a continuing evaluation of its deferred tax asset valuation allowance on a quarterly basis. The Company has now concluded that, as of December 31, 2016, it is more likely than not that the Company will generate sufficient taxable income within the applicable net operating loss carry-forward periods to realize a portion of its deferred tax assets. This conclusion, and the resulting partial reversal of the deferred tax asset valuation allowance, is based upon consideration of several factors, including the Company's completion of five consecutive quarters of profitability, its demonstrated ability to meet or exceed budgets, and its forecast of future profitability. As of December 31, 2016, the Company had approximately $75.7 million of federal net operating loss carryforwards, which will begin to expire in 2032. Additionally, the Company had deferred tax assets of approximately $1.5 million related to Alternative Minimum Tax credits and approximately $0.5 million related to general business credits. The general business credit carryforward expires in 2036, while the Alternative Minimum Tax credits can be carried forward indefinitely. During the second quarter of 2015, the Company was notified by the state of California that its audit of the Company for the 2010 tax year had been completed and resulted in no adjustments. During the fourth quarter of 2016, the Company completed an IRS audit for the 2009 through 2013 tax years. The impact of the audit was not material and has been reflected in the financial statements. The 2014 and 2015 tax years are still subject to examination. |
Employee Retirement Plan
Employee Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Retirement Plan | Note 13 – Employee Retirement Plan The Company has a qualified defined contribution employee savings plan for all employees. The savings plan allows eligible participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. The Company currently matches employee contributions up to a maximum of 4% of participating employees’ gross wages. Company contributions are vested immediately for this plan. The Company also inherited a qualified defined contribution employee savings plan through the Merger for all employees previously employed by Sartini Gaming. The savings plan for those former Sartini Gaming employees allows eligible participants to defer, on a pre-tax basis, a portion of their salary and accumulate tax-deferred earnings as a retirement fund. Beginning on August 1, 2015, the Company matched employee contributions for this plan up to a maximum of 1% of participating employees’ gross wages. Company contributions are vested over a five-year schedule. Including the contributions for both plans, the Company contributed approximately $0.3 million, $0.2 million and $0.2 million during fiscal years 2016, 2015 and 2014, respectively. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Note 14 – 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 receivable and payable and debt. For the Company’s cash and cash equivalents, accounts receivable and payable, short-term borrowings, and accrued and other current liabilities, the carrying amounts approximate fair value because of the short duration of these financial instruments. As of December 31, 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. In connection with the Montana Acquisitions, the Company preliminarily recognized the acquired assets at fair value. All amounts were 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 December 31, 2016 and is recorded in “Other accrued expenses” and “Other long-term obligations” on the Company’s consolidated balance sheet. Changes to the estimated fair value of the contingent consideration will be recognized in earnings of the Company. See Note 3, 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. 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. This fair value estimate was calculated with primary reliance on the cost approach with secondary consideration being placed on the market approach. Significant inputs included consideration of highest and best use, replacement cost and market comparables. The identified intangible assets acquired in connection with the Second Montana Acquisition, Initial Montana Acquisition and Merger have been valued, on a preliminary basis with respect to the Montana Acquisitions, using unobservable (Level 3) inputs at a fair value of $11.1 million, $14.2 million and $80.5 million, respectively. Included in these intangible assets were the following: Trade names The trade names acquired with the Montana Acquisitions encompass the various trade names of the acquired distributed gaming businesses. Management intends to discontinue these trade names, but believes that from a market participant standpoint the trade names hold defensive value and are a valuable intangible asset. These trade names were preliminarily valued at $0.7 million determined based on the relief-from-royalty method under the income approach. A royalty rate of 1.0% was used in the valuations which gave consideration to third-party license agreements that involve trade names and trademarks that can be considered reasonably comparable to determine an implied royalty rate. The after-tax cash flows were discounted to present value utilizing a range of discount rates from 12.0% to 16.0% depending on the trade name, which reflects the risk of the cash flows related to the asset and the risk and uncertainty of the cash flows for the trade name relative to the overall business. The trade names associated with the Montana Acquisitions were given a four year useful life. Player relationships Customer relationships The Company’s customer relationships with third party distributed gaming customers acquired as part of the Montana Acquisitions were derived from continuing relationships with many of its customers, which translates into an expected source of cash flows for the Company. The $18.9 million preliminary fair value estimate of the customer relationships was determined based on the excess earnings method under the income approach. An annual attrition factor of 5.0% was utilized. The after-tax cash flows were discounted to present value utilizing a 12.0% to 14.0% discount rate. The customer relationships associated with the Montana Acquisitions were given a useful life of 15 years. Gaming and liquor licenses The Company’s Maryland gaming license is associated with Rocky Gap and is subject to amortization as it has a finite life of 15 years. Amortization of the Rocky Gap gaming license began on the date the gaming facility opened for public play in May 2013. Non-compete agreements The non-compete agreements acquired as part of the Montana Acquisitions have a preliminary fair value estimate of $5.7 million determined based on the Software The Company owns various parcels of developed and undeveloped land relating to its casinos in Pahrump, Nevada. The Company performs an impairment analysis on the land it owns at least quarterly and determined that no impairment had occurred as of December 31, 2016 and December 31, 2015. During the fourth quarter of 2016, the Company completed the sale of the 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 for $5.5 million and recognized a gain on sale of land held for sale of $4.5 million, recorded within “(Gain) loss on disposal of property and equipment” on the Company’s consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Rocky Gap Lease The Company entered into an operating ground lease with the Maryland Department of Natural Resources for approximately 270 acres in the Rocky Gap State Park in which Rocky Gap is situated. The lease expires in 2052, with an option to renew for an additional 20 years. Under the lease, rent payments are due and payable annually in the amount of $275,000 plus 0.9% of any gross operator share of gaming revenue (as defined in the lease) in excess of $275,000, and $150,000 plus any surcharge revenue in excess of $150,000. Surcharge revenue consists of amounts billed to and collected from guests and are $3.00 per room per night and $1.00 per round of golf. Rent expense associated with the lease was $0.3 million (net of surcharge revenue of $0.1 million) during each of fiscal years 2016, 2015 and 2014. 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 each of the years ended December 31, 2016 and 2015 was less than $0.1 million related to the sublease of the two acres in Pahrump, Nevada. Other Operating Leases The Company leases its branded tavern locations, office headquarters building, equipment and vehicles under noncancelable operating leases that are not subject to contingent rents. The original terms of the current branded tavern location leases range from one to 15 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 each of the years ended December 31, 2016 and 2015 was less than $0.1 million for the sublet portion of the office headquarters building. See Note 16, Related Party Transactions Operating lease rental expense, which is calculated on a straight-line basis, net of surcharge revenue, associated with all operating leases during 2016, 2015 and 2014 was as follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Rent expense Space lease agreements $ 40,848 $ 16,032 $ — Related party leases 2,429 1,108 — Other operating leases 11,784 4,619 339 $ 55,061 $ 21,759 $ 339 The current and long-term obligations under capital leases are included in “Current portion of long-term debt” and “Long-term debt, net,” respectively. The majority of the capital leases related to vehicles with minimum lease payment terms of four years or less. As of December 31, 2016, future minimum lease payments, not subject to contingent rents, were as follows: 2017 2018 2019 2020 2021 Thereafter Total (In thousands) Minimum lease payments – operating leases Space lease agreements $ 31,957 $ 25,374 $ 24,740 $ 5,555 $ 2,100 $ 1,450 $ 91,176 Related party leases 2,434 2,464 2,476 2,488 2,501 12,243 24,606 Other operating leases 10,846 9,727 9,014 8,911 8,278 78,411 125,187 $ 45,237 $ 37,565 $ 36,230 $ 16,954 $ 12,879 $ 92,104 $ 240,969 Minimum lease payments – capital leases Furniture and equipment $ 596 $ 631 $ 556 $ 241 $ 78 $ — $ 2,102 Less: Amounts representing interest (132 ) Total obligations under capital leases $ 1,970 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 years ended December 31, 2016 and 2015, the total contingent payments recognized by the Company (recorded in gaming expenses) under revenue share and participation agreements were $128.1 million and $41.7 million, respectively, including $2.1 million and $0.7 million, respectively, under revenue share and participation agreements with related parties, as described in Note 16, 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 year ended December 31, 2016, the total contingent payments recognized by the Company (recorded in other operating expenses) for amusement devices and ATMs under such agreements were less than $1.0 million. No amounts were recognized by the Company under such agreements during 2015 and 2014. Employment Agreements The Company has entered into at-will employment agreements with each of the Company’s executive officers. Under each employment agreement, in addition to the executive’s annual base salary, the executive is entitled to participate in the Company’s incentive compensation programs applicable to executive officers of the Company. The executives are also eligible to participate in all health benefits, insurance programs, pension and retirement plans and other employee benefit and compensation arrangements. Each executive is also provided with other benefits as set forth in his employment agreement. In the event of a termination without “cause” or a “constructive termination” of the Company’s executive officers (as defined in their respective employment agreements), the Company could be liable for estimated severance payments of up to $8.1 million for Mr. Sartini, $2.9 million for Stephen A. Arcana, $3.5 million for Charles H. Protell, $2.1 million for Sean T. Higgins, $1.2 million for Blake L. Sartini II, and $0.4 million for Gary A. Vecchiarelli (assuming each officer’s respective annual salary and health benefit costs as of December 31, 2016 are the amounts in effect at the time of termination and excluding potential expense related to acceleration of stock options). 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. In addition, it is possible that an unfavorable resolution of one or more such proceedings could in the future materially and adversely affect the Company’s business, financial condition, results of operations or liquidity in a particular period. On February 2, 2017, a former employee filed a purported class action lawsuit against the Company in the District Court of Clark County, Nevada, on behalf of similarly situated individuals employed by the Company in the State of Nevada. The lawsuit alleges the Company violated certain Nevada labor laws including payment of an hourly wage below the statutory minimum wage without providing a qualified health insurance plan and an associated failure to pay proper overtime compensation. The complaint seeks, on behalf of the plaintiff and members of the putative class, an unspecified amount of damages (including punitive damages), injunctive and equitable relief, and an award of attorneys’ fees, interest and costs. This case is at an early stage in the proceedings, and the Company is therefore unable to make a reasonable estimate of the probable loss or range of losses, if any, that might arise from this matter. Therefore, the Company has not recorded any amount for the claim as of the date of this filing. While legal proceedings are inherently unpredictable and no assurance can be given as to the ultimate outcome of this matter, based on management’s current understanding of the relevant facts and circumstances, the Company believes that these proceedings should not have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 – Related Party Transactions As of December 31, 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 three 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, three tavern locations that the Company had previously leased from related parties were divested by those related parties during 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 11 years. Rent expense during the years ended December 31, 2016 and 2015 was $1.1 million and $0.5 million, respectively, for the office headquarters building and $1.3 million and $0.6 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 years ended December 31, 2016 and 2015 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 December 31, 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 as of December 31, 2016. 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 for Company business a private aircraft owned by Sartini Enterprises, Inc., a company controlled by Mr. Sartini. 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 year ended December 31, 2016, the Company paid approximately $0.1 million, and as of December 31, 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 (and which was increased to $375,000 in 2017). Additionally, Mr. Sartini II is eligible for a target annual bonus equal to 35% of his base salary (and which was increased to 50% in 2017), 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, the Company’s former Executive Vice President and Chief Financial Officer. On November 11, 2016, Matthew Flandermeyer resigned, effective as of November 28, 2016, from his position with 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 $1.4 million and $1.2 million, respectively, during the year ended December 31, 2016, 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 agreement 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 were $0.9 million and $0.8 million, respectively, during the year ended December 31, 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 agreement as of December 31, 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 year ended December 31, 2016. This agreement was in place prior to the consummation of the Merger. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 17 – 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, miscellaneous receivables and corporate overhead, as well as historical results of operations and assets related to the Company’s former Indian Casino Projects segment. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable operating segments because these costs are not easily allocable and to do so would not be practical. Amounts in the Eliminations column represent the intercompany management fee for Rocky Gap. Year Ended December 31, 2016 Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Net Revenues $ 305,792 $ 97,132 $ 280 $ — $ 403,204 Adjusted EBITDA 43,555 23,571 (18,531 ) — 48,595 Share-based compensation — — (3,878 ) — (3,878 ) Depreciation and amortization (18,889 ) (7,351 ) (1,266 ) — (27,506 ) Other operating items, net (2,139 ) (94 ) (1,943 ) — (4,176 ) Income (loss) from operations 22,527 16,126 (25,618 ) — 13,035 Non-operating income (expense Interest expense, net (144 ) (9 ) (6,301 ) — (6,454 ) Gain on sale of land held for sale — — 4,525 — 4,525 Other, net — — 869 — 869 Total non-operating expense, net (144 ) (9 ) (907 ) — (1,060 ) Income (loss) before income tax benefit (provision) 22,383 16,117 (26,525 ) — 11,975 Income tax benefit (provision) (60 ) — 4,385 — 4,325 Net income (loss) $ 22,323 $ 16,117 $ (22,140 ) $ — $ 16,300 Total assets $ 294,822 $ 108,418 $ 69,236 $ (53,398 ) $ 419,078 Capital Expenditures $ 17,730 $ 10,267 $ 2,637 $ — $ 30,634 Year Ended December 31, 2015 Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Net Revenues $ 103,610 $ 73,245 $ 1,985 $ (1,798 ) $ 177,042 Adjusted EBITDA 14,254 14,390 (10,370 ) — 18,274 Merger expenses — — (11,525 ) — (11,525 ) Disposition of notes receivable — — 23,590 — 23,590 Share-based compensation — — (809 ) — (809 ) Depreciation and amortization (5,315 ) (4,928 ) (555 ) — (10,798 ) Other operating items, net (380 ) (8 ) 19 — (369 ) Income (loss) from operations 8,559 9,454 350 — 18,363 Non-operating income (expense Interest expense, net (68 ) (626 ) (2,034 ) — (2,728 ) Loss on extinguishment of debt — (1,174 ) — — (1,174 ) Other, net 1 (1,798 ) 1,887 — 90 Total non-operating expense, net (67 ) (3,598 ) (147 ) — (3,812 ) Income (loss) before income tax benefit (provision) 8,492 5,856 203 — 14,551 Income tax benefit (provision) — — 9,969 — 9,969 Net income (loss) $ 8,492 $ 5,856 $ 10,172 $ — $ 24,520 Total assets $ 221,596 $ 112,962 $ 44,226 $ — $ 378,784 Capital Expenditures $ 4,595 $ 2,594 $ 757 $ — $ 7,946 Year Ended December 28, 2014 Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Net Revenues $ — $ 55,021 $ 1,722 $ (1,571 ) $ 55,172 Adjusted EBITDA — 8,086 (6,643 ) — 1,443 Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization — (3,283 ) (230 ) — (3,513 ) Other operating items, net — (1,571 ) 687 — (884 ) Income (loss) from operations — 3,232 (27,183 ) — (23,951 ) Non-operating income (expense Interest expense, net — — (1,058 ) — (1,058 ) Other, net — — 164 — 164 Total non-operating expense, net — — (894 ) — (894 ) Income (loss) before income tax benefit (provision) — 3,232 (28,077 ) — (24,845 ) Income tax benefit (provision) — — — — — Net income (loss) $ — $ 3,232 $ (28,077 ) $ — $ (24,845 ) Total assets $ — $ 35,688 $ 86,341 $ — $ 122,029 Capital Expenditures $ — $ 4,345 $ 171 $ — $ 4,516 (1) Capital expenditures in the Distributed Gaming segment exclude non-cash purchases of property and equipment of approximately $0.7 million and $2.8 million for the years ended December 31, 2016 and 2015, respectively. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | Note 18 – Selected Quarterly Financial Information (Unaudited): Quarterly results of operations for the years ended December 31, 2016 and 2015 are summarized as follows: First Second Third Fourth Quarter (1) Quarter (2) Quarter (3) Quarter (4) 2016 (In thousands, except per share amounts) Net revenues $ 91,034 $ 102,558 $ 104,226 $ 105,386 Income from operations 3,737 5,051 2,752 1,495 Net income 2,239 2,800 1,302 9,959 Net income per basic share $ 0.10 $ 0.13 $ 0.06 $ 0.45 (1) Results included the operating results of the Initial Montana Acquisition from and after January 30, 2016, following the completion of the business combination. Additionally, results included $0.6 million in preopening expenses related to the Initial Montana Acquisition and tavern expansion. (2) Results included the operating results of the Second Montana Acquisition from and after April 23, 2016, following the completion of the business combination. Additionally, results included $0.5 million in preopening expenses related to the Second Montana Acquisition and tavern expansion, as well as $0.4 million in transaction-related costs associated with the Merger and the Company’s obligations under the Merger Agreement. (3) Results included $0.8 million in preopening expenses related to tavern expansion and a $0.3 million gain on disposal of property and equipment. Share-based compensation expense was $1.7 million related primarily to additional stock options granted, the acceleration of unvested stock options related to a terminated employee and incremental expense recorded for the equitable anti-dilutive adjustments made to the exercise prices of outstanding vested and unvested stock options during the period in connection with the payment of the Special Dividend in accordance with the Company’s equity incentive plans. (4) Results included a $4.1 million gain on sale of land held for sale, a $0.9 million gain on sale of interest rate swap, and $0.6 million in preopening expense related to tavern expansion. Share-based compensation expense was $1.4 million related primarily to stock options and RSUs granted subsequent to the Merger and the acceleration of unvested stock options related to terminated employees. Additionally, a $4.3 million income tax benefit was recorded resulting from the partial release of the valuation allowance against deferred tax assets. First Second Third Fourth Quarter (1) Quarter (2) Quarter (3) Quarter (4) 2015 (In thousands, except per share amounts) Net revenues $ 12,766 $ 15,329 $ 62,512 $ 86,435 Income (loss) from operations (1,341 ) 16 (7,752 ) 27,440 Net income (loss) (1,725 ) (179 ) 3,018 23,406 Net income (loss) per basic share (5) $ (0.13 ) $ (0.01 ) $ 0.16 $ 1.07 (1) Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger. (2) Results included approximately $0.4 million in transaction-related costs associated with the Merger. (3) Results included the operating results of Sartini Gaming from and after August 1, 2015, following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. (4) Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million. (5) The per share amounts in the second half of 2015 were impacted by the issuance of an aggregate of approximately 8.5 million shares of the Company’s common stock in connection with the Merger. Because net income (loss) per share amounts are calculated using the weighted average number of common equivalent shares outstanding during each quarter, the sum of the per share amounts for the four quarters in the tables above may not equal the total net income (loss) per share amounts for the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events The Company's management evaluates subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require adjustment to or disclosure in the consolidated financial statements as of and for the year ended December 31, 2016. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts | GOLDEN ENTERTAINMENT, INC. SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (In thousands) Balance at Beginning of Period Increase Decrease Balance at End of Period Deferred income tax valuation allowance: Year Ended December 31, 2016 $ 25,593 $ — $ (7,484 ) $ 18,109 Year Ended December 31, 2015 44,700 — (19,107 ) 25,593 Year Ended December 28, 2014 34,484 10,216 — 44,700 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates also include preliminary estimates of values assigned to assets acquired and liabilities assumed in connection with business combinations, including conclusions of useful lives, separate entity values and underlying valuation metrics and methods. These preliminary estimates could change significantly during the measurement period which can remain open for up to one year after the closing date of the business combination. See Note 3, Merger and Acquisitions, |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Additionally, certain minor reclassifications have been made to the prior year period amounts to conform to the current presentation. Effective September 10, 2014, the Company implemented a 1-for-2 reverse split of its common stock where each two shares of issued and outstanding common stock were converted into one share of common stock. The reverse split reduced the number of shares of the Company’s common stock outstanding from approximately 26.8 million to 13.4 million at such date. The par value of the common stock remains at $0.01 per share and the number of authorized shares of common stock decreased from 200 million to 100 million. Proportional adjustments were also made to the Company’s outstanding stock options. All share information presented in this Annual Report on Form 10-K gives effect to the reverse stock split. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include highly-liquid investments with original maturities of three months or less. Although these balances may at times exceed the federal insured deposit limit, the Company believes such risk is mitigated by the quality of the institution holding such deposit. |
Inventory | Inventory Inventories consist primarily of food and beverage and retail items and are stated at the lower of cost or market. Cost is determined using the average cost inventory method. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. A significant amount of the Company’s property and equipment was acquired through business acquisitions and therefore was initially recognized at fair value on the effective dates of the transactions. Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives: Building and site improvements 5 - 45 years Furniture and equipment 1 - 15 years Leasehold improvements 1 - 28 years The Company owns parcels of land and performs an impairment analysis on the land it owns at least quarterly to determine if an impairment has occurred. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the purchase price in excess of fair values assigned to the underlying net assets of the acquired company. Goodwill is assigned to the reporting unit, which is the operating segment level or one level below the operating segment. Goodwill is not amortized but instead is tested for impairment annually. Intangible assets with finite lives are amortized using the straight-line method over the periods estimated to be benefited. Finite-lived intangible assets are also reviewed for impairment if facts and circumstances warrant. Impairment tests are performed on October 1 st |
Rewards Programs | Rewards Programs The Company has established a Rewards Club promotional program at Rocky Gap to encourage repeat business from frequent customers. Rewards Club casino player relationships represent loyalty program members who earn points based on play and amounts spent on the purchase of rooms, food, beverage and resort activities, such points are redeemable for complimentary slot play and free goods and services at Rocky Gap’s hotel, restaurants, spa and golf course. The Company also offers a Gold Mine Rewards promotional program at its Nevada casinos to encourage repeat business from frequent customers. The close proximity of the Company’s three Nevada casino properties allows it to leverage the convenience of a one-card player rewards system, where reward points and other benefits can be earned and redeemed across all three of the Company’s Nevada casinos via a single card. Gold Mine Rewards casino player relationships represent loyalty program members who earn points based on play and retail purchases, which are redeemable for food, beverages and hotel rooms, among other items. In its Distributed Gaming segment, the Company offers a Golden Rewards promotional program for its taverns. Golden Rewards tavern player relationships represent loyalty program members who earn points based on play and amounts spent on the purchase of food and beverage, which points are redeemable for complimentary slot play, food and beverages, among other items. The Company records a liability based on the value of points earned, less an estimate for points not expected to be redeemed (“breakage”). The Company records net points earned for complimentary gaming play as a reduction to gaming revenue and points earned for free goods and services as promotional allowances. Historical data is used to assist in the determination of the estimated accruals. The Rewards Club, Gold Mine Rewards and Golden Rewards point accrual are included in current liabilities on the Company’s consolidated balance sheet. |
Long-Term Debt, Net | Long-Term Debt, Net Long-term debt, net is reported as the outstanding debt amount net of unamortized debt issuance costs, which include legal and other direct costs related to the issuance of the Company’s outstanding debt, is recorded as a direct reduction to the face amount of the Company’s outstanding debt. The debt issuance costs are accreted to interest expense using the effective interest method over the contractual term of the underlying debt. In the event that the Company’s debt is modified, repurchased or otherwise reduced prior to its original maturity date, the Company ratably reduces the unamortized debt issuance costs and discount and records a loss on extinguishment of debt. |
Revenue Recognition and Promotional Allowances | Revenue Recognition and Promotional Allowances The Company generally enters into three types of gaming device placement contracts as part of the distributed gaming business: space lease, revenue share and participation agreements. Under space lease agreements, the Company pays a fixed monthly rental fee for the right to install, maintain and operate the Company’s gaming devices at a business location. Under these agreements, the Company recognizes all gaming revenue and records fixed monthly rental fees as gaming expenses in the consolidated statement of operations. Under revenue share agreements, the Company 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. With regard to both space lease and revenue share agreements, the Company holds the applicable gaming license to conduct gaming at the location (although revenue share locations are required to obtain separate regulatory approval to receive a percentage of the gaming revenue). Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue that it generates from the Company’s gaming devices. In Montana, the Company’s gaming and amusement device placement contracts are all revenue share agreements. Gaming revenue, which is defined as the difference between gaming wins and losses, is recognized as wins and losses occur from gaming activities. The retail value of rooms, food and beverage, and other services furnished to customers without charge, including coupons for discounts when redeemed, is included in gross revenues and then deducted as a promotional allowance. The estimated cost of providing such promotional allowances is included in gaming expenses. Food, beverage, and retail revenues are recorded at the time of sale. Room revenue is recorded at the time of occupancy. Sales taxes and surcharges collected from customers and remitted to governmental authorities are presented on a net basis. Accounts receivable deemed uncollectible are charged off through a provision for uncollectible accounts. No material amounts were deemed uncollectible during fiscal years 2016, 2015 or 2014. |
Gaming Taxes | Gaming Taxes Rocky Gap is subject to gaming taxes based on gross gaming revenues and also pays an annual flat tax based on the number of table games and video lottery terminals in operation during the year. The Company’s Pahrump casinos are subject to taxes based on gross gaming revenues and pay annual fees based on the number of slot machines and table games licensed during the year. Additionally, in Nevada, the Company’s distributed gaming operations are subject to taxes based on the Company’s share of non-restricted gross gaming revenue for those locations that have grandfathered rights to more than 15 gaming devices for play, and/or annual and quarterly fees at all tavern and third party distributed gaming locations. The Company’s distributed gaming operations in Montana are subject to taxes based on the Company’s share of gross gaming revenue. These gaming taxes are recorded as gaming expenses in the consolidated statements of operations. Total gaming taxes and licenses were $35.7 million, $24.2 million and $20.2 million for fiscal years 2016, 2015 and 2014, respectively. |
Advertising Expenses | Advertising Expenses The Company expenses advertising costs as incurred. Advertising expenses, which are primarily included in selling, general and administrative expenses, were $2.6 million, $3.4 million and $2.5 million for fiscal years 2016, 2015 and 2014, respectively. |
Share-Based Compensation Expense | Share-Based Compensation Expense The Company has various share-based compensation programs, which provide for equity awards including stock options and restricted stock units. The Company uses the straight-line method to recognize compensation expense associated with share-based awards based on the fair value on the date of grant. Expense is recognized over the requisite service period related to each award, which is the period between the grant date and the award’s stated vesting term. The fair value of stock options is estimated using the Black-Scholes option pricing model. For restricted stock units, compensation expense is calculated based on the fair market value of the Company’s common stock on the date of grant. All of the Company’s share-based compensation expense is recorded in selling, general and administrative expenses in the consolidated statements of operations. See Note 10, Share-Based Compensation, |
Income Taxes | Income Taxes The determination of the Company’s income tax-related account balances requires the exercise of significant judgment by management. Accordingly, the Company determines deferred tax assets and liabilities based upon the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Management assesses the likelihood that deferred tax assets will be recovered from future taxable income and establishes a valuation allowance when management believes recovery is not likely. The Company establishes assets and liabilities for uncertain tax positions taken or expected to be taken in income tax returns using a more-likely-than-not recognition threshold. The Company records estimated penalties and interest related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense. |
Litigation Costs | Litigation Costs The Company does not accrue for future litigation costs, if any, to be incurred in connection with outstanding litigation and other dispute matters but rather records such costs when the legal and other services are rendered. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to generally accepted accounting principles in the United States are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. 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 FASB issued ASU 2016-02, Leases In May 2014, the FASB issued a comprehensive new revenue recognition model, ASU 2014-09, Revenue from Contracts with Customers The customer loyalty programs affect revenues from our four core business operations: gaming, food and beverage, rooms and other operations. Currently, the Company estimates the cost of fulfilling the redemption of player rewards, after consideration of breakage, based upon the cost of historical redemptions. Upon adoption of the new guidance, player rewards will no longer be recorded at cost, and a deferred revenue model will be used to account for the classification and timing of revenue recognized as well as the classification of related expenses when player rewards are redeemed. Additionally, we expect to see a significant decrease in food and beverage and room revenues. The presentation of goods and services provided to customers without charge in gross revenue with a corresponding reduction in promotional allowances will no longer be reported. Revenue will be recognized based on relative standalone selling prices for transactions with more than one performance obligation. 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. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Property and Equipment, Estimated Useful Lives | Building and site improvements 5 - 45 years Furniture and equipment 1 - 15 years Leasehold improvements 1 - 28 years |
Merger and Acquisitions (Tables
Merger and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 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 Acquired | The amounts assigned to intangible assets by category as of July 31, 2015 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 |
Schedule of Finite-Lived Intangible Assets, Estimated Future Amortization Expense | Estimated future amortization expense related to intangible assets, which includes acquired intangible assets recorded on a preliminary basis, is as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Estimated amortization expense $ 7,698 $ 7,610 $ 7,610 $ 7,463 $ 6,481 $ 48,471 |
Summary of Unaudited Pro Forma Combined Financial Information | Unaudited Pro Forma Combined Financial Information The following unaudited pro forma combined financial information for the years ended December 31, 2015 and December 28, 2014 are presented as if the Merger had occurred at the beginning of each period presented: Twelve Months Ended December 31, 2015 December 28, 2014 (In thousands, except per share data) Pro forma combined net revenues $ 345,437 $ 335,631 Pro forma combined net income (loss) 27,645 (38,426 ) Pro forma combined net income (loss) per share: Basic $ 1.27 $ (1.76 ) Diluted $ 1.25 $ (1.76 ) Weighted average common shares outstanding: Basic 21,848 21,833 Diluted 22,073 21,833 |
Sartini Gaming [Member] | |
Schedule of Finite-Lived Intangible Assets, Estimated Future Amortization Expense | Estimated future amortization expense related to the finite-lived intangible assets acquired in the Merger is as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Estimated amortization expense $ 4,965 $ 4,877 $ 4,877 $ 4,877 $ 4,877 $ 35,705 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment, Net | The following table summarizes the components of property and equipment, net: December 31, 2016 December 31, 2015 (In thousands) Land $ 12,470 $ 12,470 Building and site improvements 77,515 67,984 Furniture and equipment 75,740 45,840 Construction in process 5,246 1,833 Property and equipment 170,971 128,127 Less: Accumulated depreciation (33,390 ) (13,818 ) Property and equipment, net $ 137,581 $ 114,309 |
Goodwill and Intangible Asset32
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets, Net | Goodwill and intangible assets, net, consist of the following: Weighted Average Life Remaining as of December 31, 2016 December 31, 2016 December 31, 2015 (In thousands) Goodwill: Distributed Gaming $ 97,859 $ 79,208 Casinos 7,796 17,080 Total Goodwill $ 105,655 $ 96,288 Indefinite-lived intangible assets: Gaming licenses $ 960 $ 960 Trade names 12,200 12,200 Other 110 50 Total Indefinite-lived intangible assets $ 13,270 $ 13,210 Finite-lived intangible assets: Customer relationships 13.2 years $ 78,100 $ 59,200 Less: Accumulated amortization (6,932 ) (1,744 ) 71,168 57,456 Player relationships 10.4 years 7,300 7,600 Less: Accumulated amortization (910 ) (279 ) 6,390 7,321 Gaming license 11.4 years 2,100 2,100 Less: Accumulated amortization (508 ) (367 ) 1,592 1,733 Non-compete agreements 4.0 years 6,000 300 Less: Accumulated amortization (1,168 ) (63 ) 4,832 237 Other intangible assets 9.5 years 1,648 948 Less: Accumulated amortization (297 ) (81 ) 1,351 867 Total finite-lived intangible assets, net 85,333 67,614 Total intangible assets, net $ 98,603 $ 80,824 |
Schedule of Finite-Lived Intangible Assets, Estimated Future Amortization Expense | Estimated future amortization expense related to intangible assets, which includes acquired intangible assets recorded on a preliminary basis, is as follows (in thousands): 2017 2018 2019 2020 2021 Thereafter Estimated amortization expense $ 7,698 $ 7,610 $ 7,610 $ 7,463 $ 6,481 $ 48,471 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net of current portion and debt issuance costs, is comprised of the following: December 31, 2016 December 31, 2015 (In thousands) Term Loans $ 150,000 $ 118,500 Revolving Credit Facility 30,000 25,000 Capital lease obligations 1,970 — Notes payable 3,777 5,135 Total debt 185,747 148,635 Less: Unamortized debt issuance costs (2,305 ) (2,537 ) 183,442 146,098 Less: Current portion (15,752 ) (9,180 ) Long-term debt, net $ 167,690 $ 136,918 |
Schedule of Principal Payments Due on Long-term Debt | The aggregate principal payments due on long-term debt as of December 31, 2016 are as follows (in thousands): 2017 $ 15,752 2018 13,862 2019 18,649 2020 137,354 2021 94 Thereafter 36 $ 185,747 |
Promotional Allowances (Tables)
Promotional Allowances (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Promotional Allowances [Abstract] | |
Estimated Retail Value of Promotional Allowance | 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: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Food and beverage $ 18,324 $ 6,633 $ 498 Rooms 2,263 2,035 2,529 Other 604 214 157 Total promotional allowances $ 21,191 $ 8,882 $ 3,184 |
Estimated Cost of Providing Promotional Allowances | The estimated cost of providing these promotional allowances, which is primarily included in gaming expenses, was as follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Food and beverage $ 12,485 $ 2,263 $ 234 Rooms 818 608 655 Other 367 205 122 Total estimated cost of promotional allowances $ 13,670 $ 3,076 $ 1,011 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for fiscal years 2016, 2015 and 2014: Number of Common Shares Weighted- Options Average Outstanding Exercisable Exercise Price Balance at December 31, 2015 2,419,529 724,529 $ 8.16 Granted 1,494,475 12.03 Options Subject to Anti-Dilutive Adjustments (2,337,643 ) 8.75 Options Subject to Anti-Dilutive Adjustments 2,337,643 7.04 Exercised (313,500 ) 5.72 Cancelled (198,023 ) 8.10 Balance at December 31, 2016 3,402,481 411,029 $ 9.02 Balance at December 28, 2014 755,617 616,792 $ 6.09 Granted 1,695,000 9.07 Exercised (25,088 ) 9.62 Cancelled (6,000 ) 9.19 Balance at December 31, 2015 2,419,529 724,529 $ 8.16 Balance at December 29, 2013 798,171 585,769 $ 5.97 Forfeited/cancelled/expired (25,211 ) 5.19 Exercised (28,343 ) 4.73 Granted 11,000 9.18 Balance at December 28, 2014 755,617 616,792 $ 6.09 |
Schedule of Assumptions Used to Estimate the Fair Value of Stock Options Granted | The following assumptions were used to estimate the fair value of stock options granted during fiscal years 2016, 2015 and 2014: 2016 2015 2014 Expected dividend yield — — — Risk-free interest rate 1.43 – 2.40% 2.18 – 2.36% 2.39 – 2.88% Expected term (in years) 10 10 10 Expected volatility 24.03 – 26.95% 27.24 – 27.60% 32.87 – 39.35% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expenses (Benefit) | A summary of income tax expenses (benefit) follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Current: Federal $ — $ 247 $ — State — — — — 247 — Deferred: Federal $ (4,091 ) $ (8,939 ) $ — State (234 ) (1,277 ) — (4,325 ) (10,216 ) — Income tax benefit $ (4,325 ) $ (9,969 ) $ — |
Schedule of Effective Income Tax Rate Reconciliation | Reconciliation of the statutory federal income tax rate to the Company’s actual rate based on income (loss) before income tax benefit is summarized as follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 Statutory federal tax rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal income taxes 2.0 6.9 — State tax credit (45.9 ) — — State rate adjustment 2.1 — — Permanent tax differences – Merger expenses — 11.4 (0.1 ) Permanent tax differences – Investment in unconsolidated investee — 9.8 — Permanent tax differences – Other 2.4 1.4 — Purchase price allocation adjustment – Merger 3.7 — — Change in valuation allowance (34.8 ) (131.1 ) (34.9 ) FICA credit generated (4.7 ) — — Other, net 4.1 (1.8 ) — (36.1 ) % (68.4 ) % — % |
Schedule of Deferred Tax Assets and Liabilities | The Company’s current and non-current deferred tax assets and (liabilities) are as follows: December 31, 2016 December 31, 2015 (In thousands) Current: Accruals and reserves $ 1,144 $ 1,326 Transaction costs — 81 Prepaid services (1,034 ) (897 ) Net operating loss carryforwards — 9,917 $ 110 $ 10,427 Non-current: Development costs $ 5 $ 2,885 Share-based compensation expense 2,366 1,550 Amortization of intangible assets (20,024 ) (19,834 ) Depreciation of fixed assets (925 ) — Alternative minimum tax credit carryforward 1,468 1,420 General business credit carryforward 481 — State tax credits 5,500 — Net operating loss carryforwards 28,025 21,696 Other 1,065 2,978 17,961 10,695 Valuation allowances (18,109 ) (25,593 ) $ (38 ) $ (4,471 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Rental Expense | Operating lease rental expense, which is calculated on a straight-line basis, net of surcharge revenue, associated with all operating leases during 2016, 2015 and 2014 was as follows: Year Ended December 31, 2016 December 31, 2015 December 28, 2014 (In thousands) Rent expense Space lease agreements $ 40,848 $ 16,032 $ — Related party leases 2,429 1,108 — Other operating leases 11,784 4,619 339 $ 55,061 $ 21,759 $ 339 |
Schedule of Future Minimum Lease Payments | As of December 31, 2016, future minimum lease payments, not subject to contingent rents, were as follows: 2017 2018 2019 2020 2021 Thereafter Total (In thousands) Minimum lease payments – operating leases Space lease agreements $ 31,957 $ 25,374 $ 24,740 $ 5,555 $ 2,100 $ 1,450 $ 91,176 Related party leases 2,434 2,464 2,476 2,488 2,501 12,243 24,606 Other operating leases 10,846 9,727 9,014 8,911 8,278 78,411 125,187 $ 45,237 $ 37,565 $ 36,230 $ 16,954 $ 12,879 $ 92,104 $ 240,969 Minimum lease payments – capital leases Furniture and equipment $ 596 $ 631 $ 556 $ 241 $ 78 $ — $ 2,102 Less: Amounts representing interest (132 ) Total obligations under capital leases $ 1,970 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Year Ended December 31, 2016 Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Net Revenues $ 305,792 $ 97,132 $ 280 $ — $ 403,204 Adjusted EBITDA 43,555 23,571 (18,531 ) — 48,595 Share-based compensation — — (3,878 ) — (3,878 ) Depreciation and amortization (18,889 ) (7,351 ) (1,266 ) — (27,506 ) Other operating items, net (2,139 ) (94 ) (1,943 ) — (4,176 ) Income (loss) from operations 22,527 16,126 (25,618 ) — 13,035 Non-operating income (expense Interest expense, net (144 ) (9 ) (6,301 ) — (6,454 ) Gain on sale of land held for sale — — 4,525 — 4,525 Other, net — — 869 — 869 Total non-operating expense, net (144 ) (9 ) (907 ) — (1,060 ) Income (loss) before income tax benefit (provision) 22,383 16,117 (26,525 ) — 11,975 Income tax benefit (provision) (60 ) — 4,385 — 4,325 Net income (loss) $ 22,323 $ 16,117 $ (22,140 ) $ — $ 16,300 Total assets $ 294,822 $ 108,418 $ 69,236 $ (53,398 ) $ 419,078 Capital Expenditures $ 17,730 $ 10,267 $ 2,637 $ — $ 30,634 Year Ended December 31, 2015 Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Net Revenues $ 103,610 $ 73,245 $ 1,985 $ (1,798 ) $ 177,042 Adjusted EBITDA 14,254 14,390 (10,370 ) — 18,274 Merger expenses — — (11,525 ) — (11,525 ) Disposition of notes receivable — — 23,590 — 23,590 Share-based compensation — — (809 ) — (809 ) Depreciation and amortization (5,315 ) (4,928 ) (555 ) — (10,798 ) Other operating items, net (380 ) (8 ) 19 — (369 ) Income (loss) from operations 8,559 9,454 350 — 18,363 Non-operating income (expense Interest expense, net (68 ) (626 ) (2,034 ) — (2,728 ) Loss on extinguishment of debt — (1,174 ) — — (1,174 ) Other, net 1 (1,798 ) 1,887 — 90 Total non-operating expense, net (67 ) (3,598 ) (147 ) — (3,812 ) Income (loss) before income tax benefit (provision) 8,492 5,856 203 — 14,551 Income tax benefit (provision) — — 9,969 — 9,969 Net income (loss) $ 8,492 $ 5,856 $ 10,172 $ — $ 24,520 Total assets $ 221,596 $ 112,962 $ 44,226 $ — $ 378,784 Capital Expenditures $ 4,595 $ 2,594 $ 757 $ — $ 7,946 Year Ended December 28, 2014 Distributed Gaming Casinos Corporate and Other Eliminations Consolidated (In thousands) Net Revenues $ — $ 55,021 $ 1,722 $ (1,571 ) $ 55,172 Adjusted EBITDA — 8,086 (6,643 ) — 1,443 Impairments and other losses — — (20,997 ) — (20,997 ) Depreciation and amortization — (3,283 ) (230 ) — (3,513 ) Other operating items, net — (1,571 ) 687 — (884 ) Income (loss) from operations — 3,232 (27,183 ) — (23,951 ) Non-operating income (expense Interest expense, net — — (1,058 ) — (1,058 ) Other, net — — 164 — 164 Total non-operating expense, net — — (894 ) — (894 ) Income (loss) before income tax benefit (provision) — 3,232 (28,077 ) — (24,845 ) Income tax benefit (provision) — — — — — Net income (loss) $ — $ 3,232 $ (28,077 ) $ — $ (24,845 ) Total assets $ — $ 35,688 $ 86,341 $ — $ 122,029 Capital Expenditures $ — $ 4,345 $ 171 $ — $ 4,516 (1) Capital expenditures in the Distributed Gaming segment exclude non-cash purchases of property and equipment of approximately $0.7 million and $2.8 million for the years ended December 31, 2016 and 2015, respectively. |
Selected Quarterly Financial 39
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly results of operations for the years ended December 31, 2016 and 2015 are summarized as follows: First Second Third Fourth Quarter (1) Quarter (2) Quarter (3) Quarter (4) 2016 (In thousands, except per share amounts) Net revenues $ 91,034 $ 102,558 $ 104,226 $ 105,386 Income from operations 3,737 5,051 2,752 1,495 Net income 2,239 2,800 1,302 9,959 Net income per basic share $ 0.10 $ 0.13 $ 0.06 $ 0.45 (1) Results included the operating results of the Initial Montana Acquisition from and after January 30, 2016, following the completion of the business combination. Additionally, results included $0.6 million in preopening expenses related to the Initial Montana Acquisition and tavern expansion. (2) Results included the operating results of the Second Montana Acquisition from and after April 23, 2016, following the completion of the business combination. Additionally, results included $0.5 million in preopening expenses related to the Second Montana Acquisition and tavern expansion, as well as $0.4 million in transaction-related costs associated with the Merger and the Company’s obligations under the Merger Agreement. (3) Results included $0.8 million in preopening expenses related to tavern expansion and a $0.3 million gain on disposal of property and equipment. Share-based compensation expense was $1.7 million related primarily to additional stock options granted, the acceleration of unvested stock options related to a terminated employee and incremental expense recorded for the equitable anti-dilutive adjustments made to the exercise prices of outstanding vested and unvested stock options during the period in connection with the payment of the Special Dividend in accordance with the Company’s equity incentive plans. (4) Results included a $4.1 million gain on sale of land held for sale, a $0.9 million gain on sale of interest rate swap, and $0.6 million in preopening expense related to tavern expansion. Share-based compensation expense was $1.4 million related primarily to stock options and RSUs granted subsequent to the Merger and the acceleration of unvested stock options related to terminated employees. Additionally, a $4.3 million income tax benefit was recorded resulting from the partial release of the valuation allowance against deferred tax assets. First Second Third Fourth Quarter (1) Quarter (2) Quarter (3) Quarter (4) 2015 (In thousands, except per share amounts) Net revenues $ 12,766 $ 15,329 $ 62,512 $ 86,435 Income (loss) from operations (1,341 ) 16 (7,752 ) 27,440 Net income (loss) (1,725 ) (179 ) 3,018 23,406 Net income (loss) per basic share (5) $ (0.13 ) $ (0.01 ) $ 0.16 $ 1.07 (1) Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger. (2) Results included approximately $0.4 million in transaction-related costs associated with the Merger. (3) Results included the operating results of Sartini Gaming from and after August 1, 2015, following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. (4) Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million. (5) The per share amounts in the second half of 2015 were impacted by the issuance of an aggregate of approximately 8.5 million shares of the Company’s common stock in connection with the Merger. |
Schedule II - Valuation and Q40
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Summary of Allowance for Deferred Income Tax Valuation Allowance | Balance at Beginning of Period Increase Decrease Balance at End of Period Deferred income tax valuation allowance: Year Ended December 31, 2016 $ 25,593 $ — $ (7,484 ) $ 18,109 Year Ended December 31, 2015 44,700 — (19,107 ) 25,593 Year Ended December 28, 2014 34,484 10,216 — 44,700 |
Nature of Business (Details Tex
Nature of Business (Details Textual) | 12 Months Ended | ||
Dec. 31, 2016Segment | Apr. 22, 2016Device | Jan. 29, 2016Device | |
Nature of Business [Line Items] | |||
Number of reportable operating segments | Segment | 2 | ||
Initial Montana Acquisition [Member] | |||
Nature of Business [Line Items] | |||
Number of gaming devices acquired | 1,100 | ||
Second Montana Acquisition [Member] | |||
Nature of Business [Line Items] | |||
Number of gaming devices acquired | 1,800 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Details Textual) | Sep. 10, 2014$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 28, 2014USD ($) | Sep. 09, 2014shares |
Accounting Policies [Line Items] | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.5 | ||||
Common stock, shares outstanding (in shares) | shares | 13,400,000 | 22,232,000 | 21,868,000 | 26,800,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | 200,000,000 | |
Impairment charges | $ 0 | ||||
Gaming Tax and Licenses Expense | 35,700,000 | $ 24,200,000 | $ 20,200,000 | ||
General and Administrative Expense [Member] | |||||
Accounting Policies [Line Items] | |||||
Advertising Expense | $ 2,600,000 | $ 3,400,000 | $ 2,500,000 |
Property and Equipment, Estimat
Property and Equipment, Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | Building and Site Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful lives | 5 years |
Minimum [Member] | Furniture and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful lives | 1 year |
Minimum [Member] | Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful lives | 1 year |
Maximum [Member] | Building and Site Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful lives | 40 years |
Maximum [Member] | Furniture and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful lives | 15 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, useful lives | 28 years |
Merger and Acquisitions (Detail
Merger and Acquisitions (Details Textual) $ / shares in Units, $ in Thousands | Apr. 22, 2016USD ($)Device | Jan. 29, 2016USD ($)Devicepayment$ / sharesshares | Jul. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2016shares | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)shares | Sep. 30, 2015USD ($) | Jun. 28, 2015USD ($) | Mar. 29, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | Jul. 31, 2016USD ($) | Dec. 31, 2016USD ($)payment | Dec. 31, 2015USD ($) | Dec. 28, 2014USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | $ 96,288 | $ 96,288 | $ 96,288 | $ 105,655 | $ 96,288 | |||||||||||
Business Acquisition, Goodwill Amount, Expected to be Deductible for Tax | 0 | |||||||||||||||
Assets | 378,784 | 378,784 | 378,784 | 419,078 | 378,784 | $ 122,029 | ||||||||||
Payments for Warrant Repurchase | 3,435 | |||||||||||||||
Income tax provision (benefit) | (4,325) | (9,969) | ||||||||||||||
Distributed Gaming [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 79,208 | 79,208 | 79,208 | 97,859 | 79,208 | |||||||||||
Casinos [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | 17,080 | 17,080 | $ 17,080 | $ 7,796 | 17,080 | |||||||||||
Initial Montana Acquisition [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of gaming devices acquired | Device | 1,100 | |||||||||||||||
Business Acquisition, Purchase Consideration | $ 20,100 | |||||||||||||||
Business Acquisition, Value of Shares Issued | $ 500 | |||||||||||||||
Business Acquisition, Value of Shares | shares | 50,252 | |||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 9.95 | |||||||||||||||
Business Combination, Contingent Consideration Maximum | $ 2,000 | |||||||||||||||
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 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 2,400 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | 14,200 | |||||||||||||||
Goodwill | 1,900 | |||||||||||||||
Initial Montana Acquisition [Member] | Customer Relationships [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 9,800 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | 300 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 7,800 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | 11,100 | |||||||||||||||
Goodwill | 6,300 | |||||||||||||||
Second Montana Acquisition [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Prepaid Gaming License Fees | 100 | |||||||||||||||
Second Montana Acquisition [Member] | Customer Relationships [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Preliminary Amount Assigned to Intangible Assets | $ 9,100 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
Economic Life of Intangible Assets | 4 years | |||||||||||||||
Montana Acquisitions [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Net Revenue related to the Acquiree | $ 47,000 | |||||||||||||||
Montana Acquisitions [Member] | Preopening Expenses [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Transaction-Related Costs | 500 | |||||||||||||||
Sartini Gaming [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisition, Purchase Consideration | $ 77,400 | |||||||||||||||
Business Acquisition, Value of Shares | shares | 8,453,565 | [1] | 8,500,000 | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash | $ 25,539 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 83,173 | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | 80,460 | |||||||||||||||
Goodwill | $ 97,462 | |||||||||||||||
Business Combination, Net Revenue related to the Acquiree | 117,600 | 293,100 | ||||||||||||||
Transaction-Related Costs | $ 400 | $ 900 | $ 9,300 | $ 400 | $ 800 | 11,500 | $ 500 | |||||||||
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 | $ 14,700 | ||||||||||||||
Equipment Disposed Prior to Merger | 900 | |||||||||||||||
Net income (loss) | 10,400 | 26,100 | ||||||||||||||
Payments for Warrant Repurchase | $ 3,400 | |||||||||||||||
Income tax provision (benefit) | $ 2,700 | $ (12,900) | (10,000) | |||||||||||||
Sartini Gaming [Member] | Distributed Gaming [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Assets | 221,600 | 221,600 | $ 221,600 | 244,300 | 221,600 | |||||||||||
Sartini Gaming [Member] | Casinos [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Assets | 76,700 | $ 76,700 | $ 76,700 | $ 72,600 | $ 76,700 | |||||||||||
Sartini Gaming [Member] | Decrease to Acquired Accounts Receivable [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Increase (Decrease) in Goodwill | 1,600 | |||||||||||||||
Sartini Gaming [Member] | Decrease In Player Relationships [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Increase (Decrease) in Goodwill | 300 | |||||||||||||||
Sartini Gaming [Member] | Reversal of Deferred Tax Liability [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Increase (Decrease) in Goodwill | (100) | |||||||||||||||
Sartini Gaming [Member] | Restatement Adjustment [Member] | Third Quarter, 2015 [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Purchase Accounting Adjustments, Reversal of Amortization Expense | $ 200 | |||||||||||||||
Sartini Gaming [Member] | Pre-Merger [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisition, Value of Shares | shares | 8,453,565 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
Sartini Gaming [Member] | Customer Relationships [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets | $ 59,200 | |||||||||||||||
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. |
Schedule of Number of Shares Co
Schedule of Number of Shares Common Stock Issued with Merger (Details) - USD ($) | Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 10, 2014 | Sep. 09, 2014 | ||
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | |||||||
Total Post-Closing Shares | 21,868,000 | 22,232,000 | 13,400,000 | 26,800,000 | |||
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] | 22,592,260,000 | |||||
Total Shares Issued in Connection with Merger | 8,453,565 | [2] | 8,500,000 | ||||
[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 Number of Shares 46
Schedule of Number of Shares Common Stock Issued with Merger (Parenthetical) (Details) - Sartini Gaming [Member] - shares | Jul. 31, 2015 | Dec. 31, 2015 | |
Business Acquisition Equity Interests Issued Or Issuable [Line Items] | |||
Business Acquisition, Value of Shares | 8,453,565 | [1] | 8,500,000 |
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. |
Schedule of Recognized Identifi
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 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) - USD ($) $ in Thousands | Jul. 31, 2015 | Dec. 31, 2016 |
Building and improvements [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 5 years | |
Building and improvements [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 40 years | |
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] | 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 | 15 years | |
Sartini Gaming [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 83,173 | |
Sartini Gaming [Member] | Land [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | 12,470 | |
Sartini Gaming [Member] | Land improvements [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 4,030 | |
Sartini Gaming [Member] | Land improvements [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 5 years | |
Sartini Gaming [Member] | Land improvements [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 14 years | |
Sartini Gaming [Member] | Building and improvements [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 21,310 | |
Sartini Gaming [Member] | Building and improvements [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 19 years | |
Sartini Gaming [Member] | Building and improvements [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 25 years | |
Sartini Gaming [Member] | Leasehold improvements [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 20,793 | |
Sartini Gaming [Member] | Leasehold improvements [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 1 year | |
Sartini Gaming [Member] | Leasehold improvements [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 28 years | |
Sartini Gaming [Member] | Furniture, fixtures and equipment [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property and Equipment | $ 21,935 | |
Sartini Gaming [Member] | Furniture, fixtures and equipment [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 1 year | |
Sartini Gaming [Member] | Furniture, fixtures and equipment [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Acquired property, plant, and equipment, remaining useful life | 11 years | |
Sartini Gaming [Member] | Construction in process [Member] | ||
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 | Dec. 31, 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 |
Schedule of Finite-Lived Intang
Schedule of Finite-Lived Intangible Assets, Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
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 | 48,471 |
Sartini Gaming [Member] | |
Acquired Finite Lived Intangible Assets [Line Items] | |
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 |
Summary of Unaudited Pro Forma
Summary of Unaudited Pro Forma Combined Financial Information (Details) - Sartini Gaming [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 28, 2014 | |
Business Acquisition [Line Items] | ||
Pro forma combined net revenues | $ 345,437 | $ 335,631 |
Pro forma combined net income (loss) | $ 27,645 | $ (38,426) |
Pro forma combined net income (loss) per share: | ||
Basic | $ 1.27 | $ (1.76) |
Diluted | $ 1.25 | $ (1.76) |
Weighted average common shares outstanding: | ||
Basic | 21,848 | 21,833 |
Diluted | 22,073 | 21,833 |
Components of Property and Equi
Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 170,971 | $ 128,127 |
Less: Accumulated depreciation | (33,390) | (13,818) |
Property and equipment, net | 137,581 | 114,309 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 12,470 | 12,470 |
Building and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 77,515 | 67,984 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 75,740 | 45,840 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 5,246 | $ 1,833 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | May 20, 2015 | Mar. 29, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 |
Property Plant And Equipment [Line Items] | |||||
Property and equipment, net | $ 137,581 | $ 114,309 | |||
Depreciation Expense | $ 20,200 | $ 8,500 | $ 3,400 | ||
Office Facility Located in Minnetonka Minnesota [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 4,700 | ||||
Purchase and Sale Agreement Fees and Closing Costs | $ 300 | ||||
Property and equipment, net | $ 4,800 | ||||
Impairment of Long-Lived Assets to be Disposed of | $ 400 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill: | ||
Total Goodwill | $ 105,655 | $ 96,288 |
Indefinite-lived intangible assets: | ||
Total Indefinite-lived intangible assets | 13,270 | 13,210 |
Finite-lived intangible assets: | ||
Finite-lived intangible assets, net | 85,333 | 67,614 |
Total intangible assets, net | 98,603 | 80,824 |
Gaming licenses [Member] | ||
Indefinite-lived intangible assets: | ||
Total Indefinite-lived intangible assets | 960 | 960 |
Trade Names [Member] | ||
Indefinite-lived intangible assets: | ||
Total Indefinite-lived intangible assets | 12,200 | 12,200 |
Other [Member] | ||
Indefinite-lived intangible assets: | ||
Total 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 | (6,932) | (1,744) |
Finite-lived intangible assets, net | $ 71,168 | 57,456 |
Finite-lived intangible assets, weighted average life remaining period | 13 years 2 months 12 days | |
Player relationships [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | $ 7,300 | 7,600 |
Less: Accumulated amortization | (910) | (279) |
Finite-lived intangible assets, net | $ 6,390 | 7,321 |
Finite-lived intangible assets, weighted average life remaining period | 10 years 4 months 24 days | |
Finite-lived Gaming Licenses [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | $ 2,100 | 2,100 |
Less: Accumulated amortization | (508) | (367) |
Finite-lived intangible assets, net | $ 1,592 | 1,733 |
Finite-lived intangible assets, weighted average life remaining period | 11 years 4 months 24 days | |
Noncompete Agreements [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | $ 6,000 | 300 |
Less: Accumulated amortization | (1,168) | (63) |
Finite-lived intangible assets, net | $ 4,832 | 237 |
Finite-lived intangible assets, weighted average life remaining period | 4 years | |
Other intangible assets [Member] | ||
Finite-lived intangible assets: | ||
Finite-lived intangible assets, gross | $ 1,648 | 948 |
Less: Accumulated amortization | (297) | (81) |
Finite-lived intangible assets, net | $ 1,351 | 867 |
Finite-lived intangible assets, weighted average life remaining period | 9 years 6 months | |
Distributed Gaming [Member] | ||
Goodwill: | ||
Total Goodwill | $ 97,859 | 79,208 |
Casinos [Member] | ||
Goodwill: | ||
Total Goodwill | $ 7,796 | $ 17,080 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets, Net (Details Textual) - Gaming licenses [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Goodwill And Intangible Assets [Line Items] | |||
Intangible Assets, Remaining Useful Life (Years) | 15 years | ||
Amortization of Intangible Assets | $ 7.3 | $ 2.3 | $ 0.1 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization Expense Related to Intangible Asset (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
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 | $ 48,471 |
Cost Method Investments (Detail
Cost Method Investments (Details Textual) - USD ($) | Oct. 17, 2014 | Apr. 21, 2014 | May 22, 2013 | Mar. 29, 2015 | Sep. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | Oct. 02, 2011 | Jun. 03, 2011 |
Schedule Of Cost Method Investments [Line Items] | |||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 30,634,000 | $ 7,946,000 | $ 4,516,000 | ||||||||
Dania Entertainment Holdings [Member] | |||||||||||
Schedule Of Cost Method Investments [Line Items] | |||||||||||
Cost method investment, ownership percentage | 20.00% | ||||||||||
Notes, Loans and Financing Receivable, Net, Current | $ 0 | $ 4,000,000 | |||||||||
Dania Entertainment Holdings [Member] | |||||||||||
Schedule Of Cost Method Investments [Line Items] | |||||||||||
Payments to Acquire Property, Plant, and Equipment | $ 65,500,000 | ||||||||||
Rock Ohio Ventures [Member] | |||||||||||
Schedule Of Cost Method Investments [Line Items] | |||||||||||
Cost method investment, ownership percentage | 10.00% | ||||||||||
Cost Method Investments | $ 21,000,000 | ||||||||||
Cost Method Investments, Fair Value Disclosure | $ 0 | ||||||||||
Cost-method Investments, Other than Temporary Impairment | $ 21,000,000 | ||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 800,000 | ||||||||||
Dania Entertainment Holdings [Member] | |||||||||||
Schedule Of Cost Method Investments [Line Items] | |||||||||||
Cost method investment, ownership percentage | 5.00% | ||||||||||
Cost Method Investments, Fair Value Disclosure | $ 2,600,000 | ||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 2,400,000 | ||||||||||
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates | $ 1,400,000 | $ 1,000,000 | |||||||||
Cost Method Investment, Percentage Sold | 40.00% |
Debt (Details Textual)
Debt (Details Textual) | Jul. 31, 2015USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2016USD ($)Installment | Dec. 31, 2015USD ($) |
Long-term Debt | $ 185,747,000 | |||
Gains (Losses) on Extinguishment of Debt | $ 18,000 | $ (1,174,000) | ||
Financing Facility [Member] | Centennial Bank [Member] | ||||
Line of Credit Facility, Increase (Decrease), Net | $ 17,500,000 | |||
Repayments of Lines of Credit | $ 10,700,000 | |||
Gains (Losses) on Extinguishment of Debt | $ (1,200,000) | |||
Amended Credit Agreement [Member] | ||||
Debt, Weighted Average Interest Rate | 3.30% | |||
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 | |||
Long-term Debt | $ 30,000,000 | |||
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] | Term Loan [Member] | ||||
Debt Instrument, Face Amount | $ 160,000,000 | |||
Long-term Debt | $ 150,000,000 | |||
Amended Credit Agreement [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument, Maturity Date | Jul. 31, 2020 | |||
Amended Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period One [Member] | ||||
Number Of Quarterly Payment Of Term Loan | Installment | 7 | |||
Debt Instrument, Periodic Payment | $ 3,000,000 | |||
Debt Instrument, Commencement Date of Quarterly Payments | Mar. 31, 2017 | |||
Amended Credit Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||
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 [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||
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 [Member] | Debt Instrument, Redemption, Period Four [Member] | ||||
Debt Instrument, Periodic Payment | $ 95,000,000 | |||
Debt Instrument, Commencement Date of Quarterly Payments | Jul. 31, 2020 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Term Loans | $ 150,000 | $ 118,500 |
Capital lease obligations | 1,970 | |
Notes payable | 3,777 | 5,135 |
Total debt | 185,747 | 148,635 |
Less: Unamortized debt issuance costs | (2,305) | (2,537) |
Total debt less unamortized debt issuance costs | 183,442 | 146,098 |
Less: Current portion | (15,752) | (9,180) |
Long-term debt, net | 167,690 | 136,918 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility | $ 30,000 | $ 25,000 |
Schedule of Principal Payments
Schedule of Principal Payments Due on Long-term Debt (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 15,752 |
2,018 | 13,862 |
2,019 | 18,649 |
2,020 | 137,354 |
2,021 | 94 |
Thereafter | 36 |
Long-term Debt | $ 185,747 |
Estimated Retail Value of Promo
Estimated Retail Value of Promotional Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Promotional Allowances [Line Items] | |||
Promotional Allowances | $ 21,191 | $ 8,882 | $ 3,184 |
Food and Beverage [Member] | |||
Promotional Allowances [Line Items] | |||
Promotional Allowances | 18,324 | 6,633 | 498 |
Rooms [Member] | |||
Promotional Allowances [Line Items] | |||
Promotional Allowances | 2,263 | 2,035 | 2,529 |
Other [Member] | |||
Promotional Allowances [Line Items] | |||
Promotional Allowances | $ 604 | $ 214 | $ 157 |
Estimated Cost of Providing Pro
Estimated Cost of Providing Promotional Allowances (Details) - Gaming expenses [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Promotional Allowances [Line Items] | |||
Estimated Cost of Promotional Allowances | $ 13,670 | $ 3,076 | $ 1,011 |
Food and Beverage [Member] | |||
Promotional Allowances [Line Items] | |||
Estimated Cost of Promotional Allowances | 12,485 | 2,263 | 234 |
Rooms [Member] | |||
Promotional Allowances [Line Items] | |||
Estimated Cost of Promotional Allowances | 818 | 608 | 655 |
Other [Member] | |||
Promotional Allowances [Line Items] | |||
Estimated Cost of Promotional Allowances | $ 367 | $ 205 | $ 122 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Jul. 14, 2016 | Dec. 09, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Sep. 10, 2014 | Sep. 09, 2014 | |
Dividends Payable [Line Items] | ||||||||
Special dividend, per share | $ 1.71 | |||||||
Common stock, shares outstanding (in shares) | 22,232,000 | 21,868,000 | 13,400,000 | 26,800,000 | ||||
Special Dividend [Member] | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividends payable, date declared | Jun. 17, 2016 | |||||||
Dividends payable, date of record | Jun. 30, 2016 | |||||||
Payment of aggregate amount of special dividend to eligible shareholders | $ 23.5 | |||||||
Dividends payable, date paid | Jul. 14, 2016 | |||||||
Special dividend, per share | $ 1.71 | |||||||
Common stock, shares outstanding (in shares) | 13,759,374 | |||||||
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] | 22,592,260,000 | ||||||
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 ($) | Jul. 14, 2016 | Jan. 02, 2016 | Aug. 27, 2015 | Jun. 30, 2007 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Options, Outstanding, Number | 3,402,481 | 2,419,529 | 755,617 | 798,171 | |||||
Adjusted option, Weighted Average Exercise Price | $ 7.04 | ||||||||
Share-based compensation | $ 3,878,000 | $ 809,000 | $ 270,000 | ||||||
Weighted Average Exercise Price | $ 9.02 | $ 8.16 | $ 6.09 | $ 5.97 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based Compensation Expense Not yet Recognized, Weighted-average Period for Recognition | 10 months 24 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 141,296 | 0 | 0 | ||||||
Units Granted, Weighted Average Grant- Date Fair Value | $ 12.57 | ||||||||
Unamortized Compensation Related to Unvested Units | $ 1,600,000 | ||||||||
Employee Stock Option [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based Compensation Expense | 3,900,000 | $ 800,000 | $ 300,000 | ||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 0 | 0 | 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Weighted Average Remaining Contractual Term | 7 years 10 months 24 days | ||||||||
Weighted Average Exercise Price | $ 9.02 | ||||||||
Aggregate Intrinsic Value | $ 11,000,000 | ||||||||
Options, Exercisable, Weighted Average Exercise Price | $ 4.50 | ||||||||
Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 8 months 12 days | ||||||||
Options, Exercisable, Aggregate Intrinsic Value | $ 3,100,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 1,800,000 | $ 100,000 | $ 100,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 4.80 | $ 3.72 | $ 4.65 | ||||||
Stock Options, Unrecognized Share-based Compensation Expense | $ 10,500,000 | ||||||||
Share-based Compensation Expense Not yet Recognized, Weighted-average Period for Recognition | 3 years 2 months 12 days | ||||||||
Adjusted Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Maximum Number of Shares Authorized per One Participant | 2,337,643 | ||||||||
Stock Options, Vested, Number | 429,573 | ||||||||
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 | $ 1,700,000 | ||||||||
Share-based compensation | $ 700,000 | ||||||||
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 | 874,709 | 1,800,000 | |||||||
Plan Shares Annual Increase, Percentage | 4.00% | ||||||||
Maximum Number of Shares Authorized per One Participant | 2,000,000 | 53,248 | |||||||
Stock Options, Outstanding, Number | 2,930,165 | ||||||||
Stock Options, Vested, Number | 599,446 | ||||||||
2015 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of RSUs Outstanding | 141,296 | ||||||||
Number of RSUs Vested | 0 | ||||||||
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 | ||||||||
Maximum Number of Shares Authorized per One Participant | 221,348 | ||||||||
Stock Options, Outstanding, Number | 461,114 | ||||||||
Stock Options, Vested, Number | 399,827 | ||||||||
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] | |||||||||
Maximum Number of Shares Authorized per One Participant | 0 | ||||||||
Stock Options, Outstanding, Number | 11,202 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | Dec. 29, 2013 | |
Number of Common Shares, Options Outstanding | ||||
Number of Common Shares, Options Outstanding, Beginning of year | 2,419,529 | 755,617 | 798,171 | |
Number of Common Shares, Options Outstanding, Granted | 1,494,475 | 1,695,000 | 11,000 | |
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 | (313,500) | (25,088) | (28,343) | |
Number of Common Shares, Options Outstanding, Forfeited/ cancelled/expired | (198,023) | (6,000) | (25,211) | |
Number of Common Shares, Options Outstanding, End of year | 3,402,481 | 2,419,529 | 755,617 | |
Number of Common Shares, Exercisable | ||||
Number of Common Shares Exercisable | 411,029 | 724,529 | 616,792 | 585,769 |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, beginning of year | $ 8.16 | $ 6.09 | $ 5.97 | |
Weighted Average Exercise Price, Granted | 12.03 | 9.07 | 9.18 | |
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 | 5.72 | 9.62 | 4.73 | |
Weighted Average Exercise Price, Forfeited/cancelled/expired | 8.10 | 9.19 | 5.19 | |
Weighted Average Exercise Price, end of year | $ 9.02 | $ 8.16 | $ 6.09 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Estimate the Fair Value of Stock Options Granted (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate, minimum | 1.43% | 2.18% | 2.39% |
Risk-free interest rate, maximum | 2.40% | 2.36% | 2.88% |
Expected term (in years) | 10 years | 10 years | 10 years |
Expected volatility, minimum | 24.03% | 27.24% | 32.87% |
Expected volatility, maximum | 26.95% | 27.60% | 39.35% |
Net Income (Loss) per Share o67
Net Income (Loss) per Share of Common Stock (Details Textual) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
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 | 385,551 | 586,589 | 755,617 |
Schedule of Components of Incom
Schedule of Components of Income Tax Expenses (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ 247 | |
Current income tax expense | 247 | |
Deferred: | ||
Federal | $ (4,091) | (8,939) |
State | (234) | (1,277) |
Deferred income tax benefit | (4,325) | (10,216) |
Income tax benefit | $ (4,325) | $ (9,969) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal income taxes | 2.00% | 6.90% | |
State tax credit | (45.90%) | ||
State rate adjustment | 2.10% | ||
Permanent tax differences – Merger expenses | 11.40% | (0.10%) | |
Permanent tax differences – Investment in unconsolidated investee | 9.80% | ||
Permanent tax differences – Other | 2.40% | 1.40% | |
Purchase price allocation adjustment – Merger | 3.70% | ||
Change in valuation allowance | (34.80%) | (131.10%) | (34.90%) |
FICA credit generated | (4.70%) | ||
Other, net | 4.10% | (1.80%) | |
Effective income tax rate | (36.10%) | (68.40%) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Accruals and reserves | $ 1,144 | $ 1,326 |
Transaction costs | 81 | |
Prepaid services | (1,034) | (897) |
Net operating loss carryforwards | 9,917 | |
Current deferred income tax (liabilities) assets | 110 | 10,427 |
Development costs | 5 | 2,885 |
Share-based compensation expense | 2,366 | 1,550 |
Amortization of intangible assets | (20,024) | (19,834) |
Depreciation of fixed assets | (925) | |
Alternative minimum tax credit carryforward | 1,468 | 1,420 |
General business credit carryforward | 481 | |
State tax credits | 5,500 | |
Net operating loss carryforwards | 28,025 | 21,696 |
Other | 1,065 | 2,978 |
Non-current deferred income tax (liabilities) assets | 17,961 | 10,695 |
Valuation allowances | (18,109) | (25,593) |
Deferred tax liabilities, net | $ (38) | $ (4,471) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 28, 2015 | |
Income Tax Disclosure [Line Items] | ||||
Income tax provision (benefit) | $ (4,325,000) | $ (9,969,000) | ||
Deferred tax assets related to alternative minimum tax credits | $ 1,500,000 | 1,500,000 | ||
General business credit carryforward | 481,000 | $ 481,000 | ||
Tax Year 2010 [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income tax examination adjustment | $ 0 | |||
General Business Credit Carryforward [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Tax credit carryforward expiration year | 2,036 | |||
Domestic Tax Authority [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 75,700,000 | $ 75,700,000 | ||
Operating loss carryforwards expiration year | 2,032 | |||
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income taxes audit, tax years | 2,009 | |||
Domestic Tax Authority [Member] | Latest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Income taxes audit, tax years | 2,013 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details Textual) - USD ($) $ in Millions | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Golden Entertainment Employees [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 4.00% | |||
Former Employees of Sartini Gaming [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 1.00% | |||
Defined Contribution Plan, Employers Matching Contribution, Vesting Period | 5 years | |||
Defined Benefit Plan, Contributions by Employer | $ 0.3 | $ 0.2 | $ 0.2 |
Financial Instruments and Fai73
Financial Instruments and Fair Value Measurements (Details Textual) | Apr. 22, 2016USD ($) | Jan. 29, 2016USD ($)payment | Jul. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)payment | Dec. 31, 2015USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Gain on sale of land held for sale | $ 4,525,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Finite-lived Gaming Licenses [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 15 years | ||||||
Land [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Tangible Asset Impairment Charges | $ 0 | $ 0 | |||||
Jamul Land [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 | ||||||
Jamul Land [Member] | (Gain) Loss on Disposal of Property and Equipment [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Gain on sale of land held for sale | 4,500,000 | ||||||
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 Arrangements, Number of Periodic Payment | payment | 4 | 4 | |||||
Property and equipment | $ 2,400,000 | ||||||
Intangible assets | $ 14,200,000 | ||||||
Initial Montana Acquisition [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 4 years | ||||||
Initial Montana Acquisition [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 15 years | ||||||
Initial Montana Acquisition [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 5 years | ||||||
Initial Montana Acquisition [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | $ 2,400,000 | ||||||
Intangible assets | 14,200,000 | ||||||
Initial Montana Acquisition [Member] | Other Accrued Expenses and Other Long-Term Obligations [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Business Combination, Contingent Consideration, Liability | 2,000,000 | $ 2,000,000 | |||||
Sartini Gaming [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | $ 83,173,000 | $ 83,173,000 | |||||
Intangible assets | 80,460,000 | 80,460,000 | |||||
Sartini Gaming [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 10 years | ||||||
Sartini Gaming [Member] | Player relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | 7,300,000 | 7,300,000 | |||||
Sartini Gaming [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 59,200,000 | 59,200,000 | |||||
Sartini Gaming [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 2 years | ||||||
Sartini Gaming [Member] | Computer Software, Intangible Asset [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 10 years | ||||||
Sartini Gaming [Member] | Minimum [Member] | Player relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 8 years | ||||||
Sartini Gaming [Member] | Minimum [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 13 years | 13 years | |||||
Sartini Gaming [Member] | Maximum [Member] | Player relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 14 years | ||||||
Sartini Gaming [Member] | Maximum [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 16 years | 16 years | |||||
Sartini Gaming [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 12,200,000 | 12,200,000 | |||||
Sartini Gaming [Member] | Gaming licenses [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | 960,000 | 960,000 | |||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | 80,500,000 | 80,500,000 | |||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Player relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 7,300,000 | 7,300,000 | |||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Player relationships [Member] | Distributed Gaming [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 8 years | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 59,200,000 | $ 59,200,000 | |||||
Fair Value Inputs, Discount Rate | 11.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 300,000 | $ 300,000 | |||||
Fair Value Inputs, Discount Rate | 9.80% | ||||||
Intangible Assets, Remaining Useful Life (Years) | 2 years | ||||||
Fair Value Input, Probability Factor | 10.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Computer Software, Intangible Asset [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 500,000 | $ 500,000 | |||||
Intangible Assets, Remaining Useful Life (Years) | 15 years | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Minimum [Member] | Player relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 12.00% | ||||||
Annual Attrition Rate | 10.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Minimum [Member] | Player relationships [Member] | Casinos [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 12 years | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Minimum [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 13 years | ||||||
Annual Attrition Rate | 5.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Maximum [Member] | Player relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 14.00% | ||||||
Annual Attrition Rate | 20.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Maximum [Member] | Player relationships [Member] | Casinos [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 14 years | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Maximum [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 16 years | ||||||
Annual Attrition Rate | 12.50% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 12,200,000 | $ 12,200,000 | |||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Trade Names [Member] | Minimum [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Royalty Rate | 1.00% | ||||||
Fair Value Inputs, Discount Rate | 11.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Trade Names [Member] | Maximum [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Royalty Rate | 2.50% | ||||||
Fair Value Inputs, Discount Rate | 12.00% | ||||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Gaming licenses [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | 900,000 | $ 900,000 | |||||
Sartini Gaming [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Gaming licenses [Member] | Maximum [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | 100,000 | 100,000 | |||||
Sartini Gaming [Member] | Land, Land Improvements and Building and Improvements [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | $ 37,800,000 | 37,800,000 | |||||
Sartini Gaming [Member] | Leasehold Improvements, Furniture, Fixtures and Equipment and Construction in Process [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | 45,400,000 | 45,400,000 | |||||
Sartini Gaming [Member] | Land [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | $ 12,470,000 | $ 12,470,000 | |||||
Second Montana Acquisition [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | $ 7,800,000 | ||||||
Intangible assets | $ 11,100,000 | ||||||
Second Montana Acquisition [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 4 years | ||||||
Second Montana Acquisition [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 15 years | ||||||
Second Montana Acquisition [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible Assets, Remaining Useful Life (Years) | 5 years | ||||||
Second Montana Acquisition [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Property and equipment | $ 7,800,000 | ||||||
Intangible assets | $ 11,100,000 | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | 700,000 | $ 700,000 | |||||
Royalty Rate | 1.00% | ||||||
Intangible Assets, Remaining Useful Life (Years) | 4 years | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 18,900,000 | $ 18,900,000 | |||||
Intangible Assets, Remaining Useful Life (Years) | 15 years | ||||||
Annual Attrition Rate | 5.00% | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Intangible assets | $ 5,700,000 | ||||||
Intangible Assets, Remaining Useful Life (Years) | 5 years | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Minimum [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 12.00% | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Minimum [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 12.00% | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Minimum [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 12.00% | ||||||
Fair Value Input, Probability Factor | 43.80% | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Maximum [Member] | Trade Names [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 16.00% | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Maximum [Member] | Customer Relationships [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 14.00% | ||||||
Montana Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | Non-recurring Basis [Member] | Maximum [Member] | Noncompete Agreements [Member] | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Fair Value Inputs, Discount Rate | 16.00% | ||||||
Fair Value Input, Probability Factor | 50.00% |
Commitments and Contingencies74
Commitments and Contingencies (Details Textual) | 12 Months Ended | 43 Months Ended | |||
Dec. 31, 2016USD ($)aParcel | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 28, 2014USD ($) | Dec. 31, 2016USD ($)a$ / Room$ / RoundofGolf | |
Commitments And Contingencies [Line Items] | |||||
Operating Leases, Rent Expense | $ 55,061,000 | $ 21,759,000 | $ 339,000 | ||
Gaming Expenses | 248,075,000 | 98,268,000 | 25,031,000 | ||
Other Operating Expenses | 5,566,000 | 2,260,000 | 1,419,000 | ||
Participation and Revenue Share Agreements [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Gaming Expenses | 128,100,000 | 41,700,000 | 0 | ||
Participation and Revenue Share Agreements [Member] | Related Party Transaction, Revenue Share and Participation Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Gaming Expenses | $ 2,100,000 | 700,000 | 0 | ||
Revenue Share Agreements [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Other Operating Expenses | 0 | $ 0 | |||
Maximum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating Leases Renewal Term | 15 years | ||||
Original Terms of Current Branded Tavern Location Leases Range | 15 years | ||||
Capital Leases Term | 4 years | ||||
Maximum [Member] | Revenue Share Agreements [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Other Operating Expenses | $ 1,000,000 | ||||
Minimum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating Leases Renewal Term | 1 year | ||||
Original Terms of Current Branded Tavern Location Leases Range | 1 year | ||||
Office Headquarters [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Lease expiration date | 2025-07 | ||||
Office Headquarters [Member] | Maximum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Rental Income Related to Sublease | $ 100,000 | 100,000 | |||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of Leased Parcels of Land | Parcel | 4 | ||||
Area of Land | a | 9 | 9 | |||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | Sublease to Unrelated Third Party [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Area of Land | a | 2 | 2 | |||
Pahrump, Nevada [Member] | Gold Town Casino [Member] | Sublease to Unrelated Third Party [Member] | Maximum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Rental Income Related to Sublease | $ 100,000 | 100,000 | |||
Mr. Sartini [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 8,100 | $ 8,100 | |||
Stephen Arcana [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 2,900 | 2,900 | |||
Charles H. Protell [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 3,500 | 3,500 | |||
Sean T. Higgins [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 2,100 | 2,100 | |||
Blake L. Sartini II [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 1,200 | 1,200 | |||
Gary A. Vecchiarelli [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | $ 400 | $ 400 | |||
Rocky Gap State Park [Member] | Maryland DNR [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Area of the Property | a | 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% | ||||
Operating Leases, Rent Expense | $ 300,000 | 300,000 | 300,000 | ||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Per Room Per Night [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating Leases, Surcharge Revenue, Per Unit | $ / Room | 3 | ||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Per Round Of Golf [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating Leases, Surcharge Revenue, Per Unit | $ / RoundofGolf | 1 | ||||
Rocky Gap State Park [Member] | Maryland DNR [Member] | Surcharge Revenue [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating Lease, Base Revenue | $ 150,000 | ||||
Operating Leases, Rent Expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 150,000 |
Schedule of Operating Lease Ren
Schedule of Operating Lease Rental Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Rent expense | |||
Operating Leases, Rent Expense | $ 55,061 | $ 21,759 | $ 339 |
Space Lease Agreements [Member] | |||
Rent expense | |||
Operating Leases, Rent Expense | 40,848 | 16,032 | |
Related Party Leases [Member] | |||
Rent expense | |||
Operating Leases, Rent Expense | 2,429 | 1,108 | |
Other Operating Leases [Member] | |||
Rent expense | |||
Operating Leases, Rent Expense | $ 11,784 | $ 4,619 | $ 339 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Future Minimum Lease Payments [Line Items] | |
2,017 | $ 45,237 |
2,018 | 37,565 |
2,019 | 36,230 |
2,020 | 16,954 |
2,021 | 12,879 |
Thereafter | 92,104 |
Total | 240,969 |
Total obligations under capital leases | 1,970 |
Furniture and Equipment [Member] | |
Future Minimum Lease Payments [Line Items] | |
2,017 | 596 |
2,018 | 631 |
2,019 | 556 |
2,020 | 241 |
2,021 | 78 |
Total | 2,102 |
Less: Amounts representing interest | (132) |
Total obligations under capital leases | 1,970 |
Space Lease Agreements [Member] | |
Future Minimum Lease Payments [Line Items] | |
2,017 | 31,957 |
2,018 | 25,374 |
2,019 | 24,740 |
2,020 | 5,555 |
2,021 | 2,100 |
Thereafter | 1,450 |
Total | 91,176 |
Related Party Leases [Member] | |
Future Minimum Lease Payments [Line Items] | |
2,017 | 2,434 |
2,018 | 2,464 |
2,019 | 2,476 |
2,020 | 2,488 |
2,021 | 2,501 |
Thereafter | 12,243 |
Total | 24,606 |
Other Operating Leases [Member] | |
Future Minimum Lease Payments [Line Items] | |
2,017 | 10,846 |
2,018 | 9,727 |
2,019 | 9,014 |
2,020 | 8,911 |
2,021 | 8,278 |
Thereafter | 78,411 |
Total | $ 125,187 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Related Party Transaction [Line Items] | ||||||
Stock options granted in period | 1,494,475 | 1,695,000 | 11,000 | |||
Grant of options exercise price | $ 5.72 | $ 9.62 | $ 4.73 | |||
Net revenues | $ 346,039,000 | $ 148,447,000 | $ 43,458,000 | |||
Gaming Expenses | $ 248,075,000 | 98,268,000 | $ 25,031,000 | |||
Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lease for tavern locations remaining terms range | 15 years | |||||
Mr. Sartini [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursement expense paid | $ 100,000 | |||||
Mr. Sartini [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | $ 100,000 | |||||
Son of Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
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 | |||||
Son of Chief Executive Officer [Member] | Scenario Forecast [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of eligible annual bonus on base salary | 50.00% | |||||
Immediate Family Member of Management or Principal Owner [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Net revenues | $ 1,400,000 | 500,000 | ||||
Gaming Expenses | 1,200,000 | 500,000 | ||||
Executive Vice President and Chief Legal Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related parties | 0 | |||||
Net revenues | 900,000 | |||||
Gaming Expenses | 800,000 | |||||
Executive Vice President and Chief Legal Officer [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | 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 | |||||
Office Headquarters and Tavern Lease [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lease for tavern locations remaining terms range | 11 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 [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Lease expiration date | Jul. 31, 2025 | |||||
Office Headquarters Lease [Member] | Mr. Sartini [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 1,100,000 | 500,000 | ||||
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 | |||||
Tavern Leases [Member] | Mr. Sartini [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | 1,300,000 | $ 600,000 | ||||
Base Salary [Member] | Son of Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 275,000 | |||||
Base Salary [Member] | Son of Chief Executive Officer [Member] | Scenario Forecast [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 375,000 | |||||
Discretionary Bonuses [Member] | Son of Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, amounts of transaction | $ 30,000 |
Segment Information (Details Te
Segment Information (Details Textual) | 12 Months Ended |
Dec. 31, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable operating segments | 2 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [3] | Mar. 31, 2016 | [4] | Dec. 31, 2015 | Sep. 30, 2015 | [6] | Jun. 28, 2015 | [7] | Mar. 29, 2015 | [8] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Net Revenues | $ 105,386 | [1] | $ 104,226 | $ 102,558 | $ 91,034 | $ 86,435 | [5] | $ 62,512 | $ 15,329 | $ 12,766 | $ 403,204 | $ 177,042 | $ 55,172 | ||||||
Adjusted EBITDA | 48,595 | 18,274 | 1,443 | ||||||||||||||||
Merger expenses | (614) | (11,525) | (482) | ||||||||||||||||
Disposition of notes receivable | 23,590 | ||||||||||||||||||
Share-based compensation | (3,878) | (809) | (270) | ||||||||||||||||
Impairments and other losses | (682) | (20,997) | |||||||||||||||||
Loss on extinguishment of debt | 18 | (1,174) | |||||||||||||||||
Depreciation and amortization | (27,506) | (10,798) | (3,513) | ||||||||||||||||
Other operating items, net | (4,176) | (369) | (884) | ||||||||||||||||
Income (loss) from operations | 1,495 | [1] | 2,752 | 5,051 | 3,737 | 27,440 | [5] | (7,752) | 16 | (1,341) | 13,035 | 18,363 | (23,951) | ||||||
Non-operating income (expense) | |||||||||||||||||||
Interest expense, net | (6,454) | (2,728) | (1,058) | ||||||||||||||||
Gain on sale of land held for sale | 4,525 | ||||||||||||||||||
Loss on extinguishment of debt | 18 | (1,174) | |||||||||||||||||
Other, net | 869 | 90 | 164 | ||||||||||||||||
Total non-operating expense, net | (1,060) | (3,812) | (894) | ||||||||||||||||
Income (loss) before income tax benefit | 11,975 | 14,551 | (24,845) | ||||||||||||||||
Income tax benefit (provision) | 4,325 | 9,969 | |||||||||||||||||
Net income (loss) | 9,959 | [1] | $ 1,302 | $ 2,800 | $ 2,239 | 23,406 | [5] | $ 3,018 | $ (179) | $ (1,725) | 16,300 | 24,520 | (24,845) | ||||||
Total assets | 419,078 | 378,784 | 419,078 | 378,784 | 122,029 | ||||||||||||||
Capital Expenditures | 30,634 | 7,946 | 4,516 | ||||||||||||||||
Operating Segments [Member] | Distributed Gaming [Member] | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Net Revenues | 305,792 | 103,610 | |||||||||||||||||
Adjusted EBITDA | 43,555 | 14,254 | |||||||||||||||||
Depreciation and amortization | (18,889) | (5,315) | |||||||||||||||||
Other operating items, net | (2,139) | (380) | |||||||||||||||||
Income (loss) from operations | 22,527 | 8,559 | |||||||||||||||||
Non-operating income (expense) | |||||||||||||||||||
Interest expense, net | (144) | (68) | |||||||||||||||||
Other, net | 1 | ||||||||||||||||||
Total non-operating expense, net | (144) | (67) | |||||||||||||||||
Income (loss) before income tax benefit | 22,383 | 8,492 | |||||||||||||||||
Income tax benefit (provision) | (60) | ||||||||||||||||||
Net income (loss) | 22,323 | 8,492 | |||||||||||||||||
Total assets | 294,822 | 221,596 | 294,822 | 221,596 | |||||||||||||||
Capital Expenditures | 17,730 | 4,595 | |||||||||||||||||
Operating Segments [Member] | Casinos [Member] | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Net Revenues | 97,132 | 73,245 | 55,021 | ||||||||||||||||
Adjusted EBITDA | 23,571 | 14,390 | 8,086 | ||||||||||||||||
Loss on extinguishment of debt | (1,174) | ||||||||||||||||||
Depreciation and amortization | (7,351) | (4,928) | (3,283) | ||||||||||||||||
Other operating items, net | (94) | (8) | (1,571) | ||||||||||||||||
Income (loss) from operations | 16,126 | 9,454 | 3,232 | ||||||||||||||||
Non-operating income (expense) | |||||||||||||||||||
Interest expense, net | (9) | (626) | |||||||||||||||||
Loss on extinguishment of debt | (1,174) | ||||||||||||||||||
Other, net | (1,798) | ||||||||||||||||||
Total non-operating expense, net | (9) | (3,598) | |||||||||||||||||
Income (loss) before income tax benefit | 16,117 | 5,856 | 3,232 | ||||||||||||||||
Net income (loss) | 16,117 | 5,856 | 3,232 | ||||||||||||||||
Total assets | 108,418 | 112,962 | 108,418 | 112,962 | 35,688 | ||||||||||||||
Capital Expenditures | 10,267 | 2,594 | 4,345 | ||||||||||||||||
Corporate and Other [Member] | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Net Revenues | 280 | 1,985 | 1,722 | ||||||||||||||||
Adjusted EBITDA | (18,531) | (10,370) | (6,643) | ||||||||||||||||
Merger expenses | (11,525) | ||||||||||||||||||
Disposition of notes receivable | 23,590 | ||||||||||||||||||
Share-based compensation | (3,878) | (809) | |||||||||||||||||
Impairments and other losses | (20,997) | ||||||||||||||||||
Depreciation and amortization | (1,266) | (555) | (230) | ||||||||||||||||
Other operating items, net | (1,943) | 19 | 687 | ||||||||||||||||
Income (loss) from operations | (25,618) | 350 | (27,183) | ||||||||||||||||
Non-operating income (expense) | |||||||||||||||||||
Interest expense, net | (6,301) | (2,034) | (1,058) | ||||||||||||||||
Gain on sale of land held for sale | 4,525 | ||||||||||||||||||
Other, net | 869 | 1,887 | 164 | ||||||||||||||||
Total non-operating expense, net | (907) | (147) | (894) | ||||||||||||||||
Income (loss) before income tax benefit | (26,525) | 203 | (28,077) | ||||||||||||||||
Income tax benefit (provision) | 4,385 | 9,969 | |||||||||||||||||
Net income (loss) | (22,140) | 10,172 | (28,077) | ||||||||||||||||
Total assets | 69,236 | $ 44,226 | 69,236 | 44,226 | 86,341 | ||||||||||||||
Capital Expenditures | 2,637 | 757 | 171 | ||||||||||||||||
Consolidation, Eliminations [Member] | |||||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||||
Net Revenues | $ (1,798) | $ (1,571) | |||||||||||||||||
Non-operating income (expense) | |||||||||||||||||||
Total assets | $ (53,398) | $ (53,398) | |||||||||||||||||
[1] | Results included a $4.1 million gain on sale of land held for sale, a $0.9 million gain on sale of interest rate swap, and $0.6 million in preopening expense related to tavern expansion. Share-based compensation expense was $1.4 million related primarily to stock options and RSUs granted subsequent to the Merger and the acceleration of unvested stock options related to terminated employees. Additionally, a $4.3 million income tax benefit was recorded resulting from the partial release of the valuation allowance against deferred tax assets. | ||||||||||||||||||
[2] | Results included $0.8 million in preopening expenses related to tavern expansion and a $0.3 million gain on disposal of property and equipment. Share-based compensation expense was $1.7 million related primarily to additional stock options granted, the acceleration of unvested stock options related to a terminated employee and incremental expense recorded for the equitable anti-dilutive adjustments made to the exercise prices of outstanding vested and unvested stock options during the period in connection with the payment of the Special Dividend in accordance with the Company’s equity incentive plans. | ||||||||||||||||||
[3] | Results included the operating results of the Second Montana Acquisition from and after April 23, 2016, following the completion of the business combination. Additionally, results included $0.5 million in preopening expenses related to the Second Montana Acquisition and tavern expansion, as well as $0.4 million in transaction-related costs associated with the Merger and the Company’s obligations under the Merger Agreement. | ||||||||||||||||||
[4] | Results included the operating results of the Initial Montana Acquisition from and after January 30, 2016, following the completion of the business combination. Additionally, results included $0.6 million in preopening expenses related to the Initial Montana Acquisition and tavern expansion. | ||||||||||||||||||
[5] | Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million. | ||||||||||||||||||
[6] | Results included the operating results of Sartini Gaming from and after August 1, 2015, following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. | ||||||||||||||||||
[7] | Results included approximately $0.4 million in transaction-related costs associated with the Merger. | ||||||||||||||||||
[8] | Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger. |
Schedule of Segment Reporting80
Schedule of Segment Reporting Information (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Non-cash purchases of property and equipment | $ 721 | $ 2,838 |
Distributed Gaming [Member] | ||
Segment Reporting Information [Line Items] | ||
Non-cash purchases of property and equipment | $ 700 | $ 2,800 |
Quarterly Results (Details)
Quarterly Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2016 | [1] | Sep. 30, 2016 | [2] | Jun. 30, 2016 | [3] | Mar. 31, 2016 | [4] | Dec. 31, 2015 | [5] | Sep. 30, 2015 | [6] | Jun. 28, 2015 | [7] | Mar. 29, 2015 | [8] | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Net Revenues | $ 105,386 | $ 104,226 | $ 102,558 | $ 91,034 | $ 86,435 | $ 62,512 | $ 15,329 | $ 12,766 | $ 403,204 | $ 177,042 | $ 55,172 | ||||||||
Income (loss) from operations | 1,495 | 2,752 | 5,051 | 3,737 | 27,440 | (7,752) | 16 | (1,341) | 13,035 | 18,363 | (23,951) | ||||||||
Net income (loss) | $ 9,959 | $ 1,302 | $ 2,800 | $ 2,239 | $ 23,406 | $ 3,018 | $ (179) | $ (1,725) | $ 16,300 | $ 24,520 | $ (24,845) | ||||||||
Net income (loss) per basic share | $ 0.45 | $ 0.06 | $ 0.13 | $ 0.10 | $ 1.07 | [9] | $ 0.16 | [9] | $ (0.01) | [9] | $ (0.13) | [9] | $ 0.74 | $ 1.45 | $ (1.86) | ||||
[1] | Results included a $4.1 million gain on sale of land held for sale, a $0.9 million gain on sale of interest rate swap, and $0.6 million in preopening expense related to tavern expansion. Share-based compensation expense was $1.4 million related primarily to stock options and RSUs granted subsequent to the Merger and the acceleration of unvested stock options related to terminated employees. Additionally, a $4.3 million income tax benefit was recorded resulting from the partial release of the valuation allowance against deferred tax assets. | ||||||||||||||||||
[2] | Results included $0.8 million in preopening expenses related to tavern expansion and a $0.3 million gain on disposal of property and equipment. Share-based compensation expense was $1.7 million related primarily to additional stock options granted, the acceleration of unvested stock options related to a terminated employee and incremental expense recorded for the equitable anti-dilutive adjustments made to the exercise prices of outstanding vested and unvested stock options during the period in connection with the payment of the Special Dividend in accordance with the Company’s equity incentive plans. | ||||||||||||||||||
[3] | Results included the operating results of the Second Montana Acquisition from and after April 23, 2016, following the completion of the business combination. Additionally, results included $0.5 million in preopening expenses related to the Second Montana Acquisition and tavern expansion, as well as $0.4 million in transaction-related costs associated with the Merger and the Company’s obligations under the Merger Agreement. | ||||||||||||||||||
[4] | Results included the operating results of the Initial Montana Acquisition from and after January 30, 2016, following the completion of the business combination. Additionally, results included $0.6 million in preopening expenses related to the Initial Montana Acquisition and tavern expansion. | ||||||||||||||||||
[5] | Results included the operating results of Sartini Gaming for the entire fourth quarter, a gain on recovery of impaired notes receivable of $23.6 million related to the disposition of the Jamul Note, approximately $0.9 million in transaction-related costs associated with the Merger and an income tax provision of $2.7 million. | ||||||||||||||||||
[6] | Results included the operating results of Sartini Gaming from and after August 1, 2015, following the consummation of the Merger, a $1.2 million loss on extinguishment of debt, approximately $9.3 million in transaction-related costs associated with the Merger and an income tax benefit of $12.9 million attributable primarily to the income tax benefit recorded from the reversal of an existing valuation allowance on deferred tax assets as a result of the net deferred tax liabilities assumed in connection with the Merger. | ||||||||||||||||||
[7] | Results included approximately $0.4 million in transaction-related costs associated with the Merger. | ||||||||||||||||||
[8] | Results included gain on sale of cost method investment of $0.8 million related to the investment in Rock Ohio Ventures and approximately $0.8 million in transaction-related costs associated with the Merger. | ||||||||||||||||||
[9] | The per share amounts in the second half of 2015 were impacted by the issuance of an aggregate of approximately 8.5 million shares of the Company’s common stock in connection with the Merger. |
Quarterly Results (Parenthetica
Quarterly Results (Parenthetical) (Details) - USD ($) $ in Thousands | Jul. 31, 2015 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 28, 2015 | Mar. 29, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 |
Quarterly Financial Information [Line Items] | ||||||||||||||
Preopening expenses | $ 2,471 | $ 421 | ||||||||||||
Gain on disposal of property and equipment | (54) | (16) | $ 7 | |||||||||||
Gain on sale of land held for sale | 4,525 | |||||||||||||
Income tax provision (benefit) | (4,325) | (9,969) | ||||||||||||
Loss on extinguishment of debt | $ 18 | (1,174) | ||||||||||||
Financing Facility [Member] | Centennial Bank [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Loss on extinguishment of debt | (1,200) | |||||||||||||
Rock Ohio Ventures [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Cost-method Investments, Realized Gain (Loss) | $ 800 | |||||||||||||
Initial Montana Acquisition And Tavern Expansion [Member] | Preopening Expenses [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Preopening expenses | $ 600 | |||||||||||||
Second Montana Acquisition And Tavern Expansion [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Preopening expenses | $ 500 | |||||||||||||
Sartini Gaming [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Transaction-Related Costs | $ 400 | $ 900 | $ 9,300 | $ 400 | $ 800 | 11,500 | $ 500 | |||||||
Income tax provision (benefit) | 2,700 | (12,900) | $ (10,000) | |||||||||||
Allowance for Doubtful Accounts Receivable, Recoveries | $ 23,600 | |||||||||||||
Business Acquisition, Value of Shares | 8,453,565 | 8,500,000 | ||||||||||||
Sartini Gaming [Member] | Financing Facility [Member] | Centennial Bank [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ (1,200) | |||||||||||||
Tavern Expansion [Member] | ||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||
Preopening expenses | $ 600 | $ 800 | ||||||||||||
Gain on disposal of property and equipment | 300 | |||||||||||||
Share-based compensation expense | 1,400 | 1,700 | ||||||||||||
Gain on sale of land held for sale | 4,100 | |||||||||||||
Gain on sale of interest rate swap | 900 | |||||||||||||
Share-based Compensation Expense | 1,400 | $ 1,700 | ||||||||||||
Income tax provision (benefit) | $ (4,300) | |||||||||||||
[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. |
Schedule II - Valuation and Q83
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 28, 2014 | |
Balance at Beginning of Period | $ 25,593 | $ 44,700 | $ 34,484 |
Increase | 0 | 10,216 | |
Decrease | (7,484) | (19,107) | |
Balance at End of Period | $ 18,109 | $ 25,593 | $ 44,700 |