Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | GOLDEN ENTERTAINMENT, INC. | |
Entity Central Index Key | 1,071,255 | |
Trading Symbol | gden | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 22,322,120 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 49,809 | $ 46,898 |
Accounts receivable, net | 6,428 | 6,697 |
Income taxes receivable | 193 | 2,340 |
Prepaid expenses | 4,981 | 9,761 |
Inventories | 3,036 | 2,605 |
Other | 1,600 | 1,346 |
Total current assets | 66,047 | 69,647 |
Property and equipment, net | 142,028 | 137,581 |
Other assets | ||
Goodwill | 105,655 | 105,655 |
Intangible assets, net | 94,917 | 98,603 |
Deferred income taxes | 2,813 | |
Other | 11,058 | 7,592 |
Total other assets | 214,443 | 211,850 |
Total assets | 422,518 | 419,078 |
Current liabilities | ||
Current portion of long-term debt | 15,401 | 15,752 |
Accounts payable | 10,343 | 11,739 |
Accrued taxes, other than income taxes | 1,147 | 3,024 |
Accrued payroll and related | 4,725 | 3,478 |
Other accrued expenses | 5,366 | 3,846 |
Total current liabilities | 36,982 | 37,839 |
Long-term debt, net | 161,393 | 167,690 |
Deferred income taxes | 38 | |
Other long-term obligations | 3,759 | 4,085 |
Total liabilities | 202,134 | 209,652 |
Commitments and contingencies (Note 10) | ||
Shareholders' equity | ||
Common stock, $.01 par value; authorized 100,000 shares; 22,322 and 22,232 common shares issued and outstanding, respectively | 223 | 223 |
Additional paid-in capital | 294,059 | 290,157 |
Accumulated deficit | (73,898) | (80,954) |
Total shareholders' equity | 220,384 | 209,426 |
Total liabilities and shareholders' equity | $ 422,518 | $ 419,078 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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) | 22,322,000 | 22,232,000 |
Common stock, shares outstanding (in shares) | 22,322,000 | 22,232,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues | ||||
Gaming | $ 94,649 | $ 88,337 | $ 186,171 | $ 166,809 |
Food and beverage | 15,808 | 14,101 | 31,458 | 27,442 |
Rooms | 2,012 | 1,945 | 3,590 | 3,500 |
Other operating | 3,693 | 3,079 | 7,078 | 5,291 |
Gross revenues | 116,162 | 107,462 | 228,297 | 203,042 |
Less: Promotional allowances | (5,669) | (4,904) | (11,158) | (9,450) |
Net revenues | 110,493 | 102,558 | 217,139 | 193,592 |
Expenses | ||||
Gaming | 64,946 | 63,541 | 127,833 | 119,032 |
Food and beverage | 9,697 | 8,472 | 19,303 | 16,599 |
Rooms | 311 | 305 | 620 | 565 |
Other operating | 3,484 | 1,167 | 6,684 | 1,946 |
Selling, general and administrative | 19,429 | 16,222 | 37,931 | 32,456 |
Acquisition and merger expenses | 2,066 | 434 | 2,066 | 475 |
Preopening expenses | 574 | 519 | 846 | 1,092 |
Depreciation and amortization | 7,408 | 6,847 | 13,960 | 12,639 |
Total expenses | 107,915 | 97,507 | 209,243 | 184,804 |
Income from operations | 2,578 | 5,051 | 7,896 | 8,788 |
Non-operating income (expense) | ||||
Interest expense, net | (2,000) | (1,640) | (3,683) | (3,097) |
Other, net | 18 | |||
Total non-operating expense, net | (2,000) | (1,640) | (3,683) | (3,079) |
Income before income tax benefit (provision) | 578 | 3,411 | 4,213 | 5,709 |
Income tax benefit (provision) | 1,135 | (611) | 2,842 | (670) |
Net income | $ 1,713 | $ 2,800 | $ 7,055 | $ 5,039 |
Weighted-average common shares outstanding | ||||
Basic | 22,265 | 22,136 | 22,258 | 22,044 |
Dilutive impact of stock options and restricted stock units | 1,023 | 299 | 799 | 299 |
Diluted | 23,288 | 22,435 | 23,057 | 22,343 |
Net income per share | ||||
Basic | $ 0.08 | $ 0.13 | $ 0.32 | $ 0.23 |
Diluted | $ 0.07 | $ 0.12 | $ 0.31 | $ 0.23 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net income | $ 7,055 | $ 5,039 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 13,960 | 12,639 |
Amortization of debt issuance costs | 378 | 346 |
Share-based compensation | 3,749 | 855 |
Deferred income taxes | (2,851) | 670 |
Other operating activities | (18) | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | 270 | (1,859) |
Income taxes receivable | 2,146 | |
Prepaid expenses | 4,756 | (2,327) |
Inventories and other current assets | (687) | (210) |
Other assets | (999) | (215) |
Accounts payable and other accrued expenses | 872 | 2,045 |
Accrued taxes, other than income taxes | (1,878) | (5) |
Other liabilities | 174 | 460 |
Net cash provided by operating activities | 26,945 | 17,420 |
Cash flows from investing activities | ||
Purchase of property and equipment | (11,082) | (17,778) |
Deposit paid for asset purchase | (2,467) | |
Acquisition of businesses, net of cash acquired | (41,273) | |
Issuance of notes receivable | (107) | |
Other investing activities | (196) | (2,076) |
Net cash used in investing activities | (13,745) | (61,234) |
Cash flows from financing activities | ||
Repayments of Revolving Credit Facility | (6,000) | |
Repayments of Term Loans | (3,000) | (3,500) |
Proceeds from Term Loans | 40,000 | |
Repayments of notes payable | (1,292) | (1,285) |
Proceeds from issuance of common stock | 153 | 1,703 |
Payments for debt issuance costs | (416) | |
Principal payments under capital leases | (150) | (160) |
Net cash provided by (used in) financing activities | (10,289) | 36,342 |
Cash and cash equivalents | ||
Net increase (decrease) for the period | 2,911 | (7,472) |
Balance, beginning of period | 46,898 | 69,177 |
Balance, end of period | 49,809 | 61,705 |
Supplemental cash flow disclosures | ||
Interest | 3,287 | 2,752 |
Non-cash investing and financing activities | ||
Notes payable issued for property and equipment | 717 | 345 |
Assets acquired under capital lease obligations | $ 2,700 | 1,815 |
Common stock issued in connection with acquisition | $ 500 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | Note 1 – Nature of Business and Basis of Presentation Overview Golden Entertainment, Inc. and its wholly owned subsidiaries (collectively, the “Company” or “Golden”) is a diversified group of gaming companies that focus on distributed gaming (including tavern gaming) and casino and resort operations. The Company’s common stock is traded on the NASDAQ Global Market, and the Company’s ticker symbol is “GDEN.” 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, Gold Town Casino and Lakeside Casino & RV Park. Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, please refer to the audited consolidated financial statements of the Company for the year ended December 31, 2016 and the notes thereto included in the Company’s Annual Report on Form 10-K previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Certain minor reclassifications have been made to the prior year period amounts to conform to the current presentation. Net Income Per Share For all periods, basic net income per share is calculated by dividing net income 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. In the event of a net loss, diluted shares are not considered because of the anti-dilutive effect. New Accounting Pronouncements Changes to GAAP 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 May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other In January 2017, the FASB issued ASU 2017-01, Business Combinations 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 the Company’s 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, the Company expects to see a significant decrease in food and beverage and room revenues because the practice of including the retail value of goods and services provided to customers without charge in gross revenue with a corresponding offset in promotional allowances to arrive at net revenue will be discontinued. 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. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2 – Acquisitions Montana Acquisitions On January 29, 2016, the Company completed 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. (the “Initial Montana Acquisition”). The total consideration for the transaction was $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 9, Financial Instruments and Fair Value Measurements On April 22, 2016, the Company completed 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 (the “Second Montana Acquisition”, and, together with the Initial Montana Acquisition, the “Montana Acquisitions”). The total consideration for the transaction was $25.7 million. Acquisition Method of Accounting The Company followed the acquisition method of accounting for the Montana Acquisitions per ASC 805 guidance. In accordance with ASC 805, the Company allocated the purchase price for each Montana Acquisition to the tangible and intangible assets acquired and liabilities assumed based on their fair values, which were determined primarily by management with assistance from third-party appraisals. The excess of the purchase prices over those fair values was recorded as goodwill. The allocation of the $20.1 million purchase price of the Initial Montana Acquisition was finalized in the first quarter of 2017 and as of the date of the acquisition, was comprised of the following: (In thousands) Final Purchase Price Allocation Cash and cash equivalents $ 1,700 Property and equivalents 2,350 Intangible assets 14,400 Goodwill 1,680 Total acquired assets $ 20,130 The intangible assets acquired in the Initial Montana Acquisition and the related weighted-average useful lives of definite-lived intangible assets were as follows: (In thousands) Useful As Recorded, at Fair Value Customer relationships 15 years $ 9,800 Non-competition agreements 5 years 3,900 Trade name 4 years 500 Other 15 years 200 Total intangible assets acquired $ 14,400 The allocation of the $25.7 million purchase price of the Second Montana Acquisition was finalized in the second quarter of 2017 and as of the date of acquisition, was comprised of the following: (In thousands) Final Purchase Price Allocation Cash and other current assets $ 404 Property and equipment 7,839 Intangible assets 11,400 Goodwill 6,013 Total acquired assets $ 25,656 The intangible assets acquired in the Second Montana Acquisition and the related weighted-average useful lives of definite-lived intangible assets were as follows: (In thousands) Useful As Recorded, at Fair Value Customer relationships 15 years $ 9,100 Non-competition agreements 5 years 1,800 Trade name 4 years 200 Other 15 years 300 Total intangible assets acquired $ 11,400 The goodwill recognized in the Montana Acquisitions was 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. 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 three months ended June 30, 2017 and 2016, net revenues from the Montana Acquisitions totaled $15.4 million and $12.9 million, respectively. For the six months ended June 30, 2017 and 2016, net revenues from the Montana Acquisitions totaled $30.6 million and $16.9 million, respectively. For each of the three months ended June 30, 2017 and 2016, transaction-related costs for the Montana Acquisitions totaled less than $0.1 million. For each of the six months ended June 30, 2017 and 2016, transaction-related costs for the Montana Acquisitions totaled $0.2 million. All transaction-related costs for the Montana Acquisitions 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. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 3 – Property and Equipment, Net The following table summarizes the components of property and equipment, net: (In thousands) June 30, 2017 December 31, 2016 Land $ 12,766 $ 12,470 Building and site improvements 88,039 77,515 Furniture and equipment 79,590 75,740 Construction in process 5,057 5,246 Property and equipment 185,452 170,971 Less: Accumulated depreciation (43,424 ) (33,390 ) Property and equipment, net $ 142,028 $ 137,581 Depreciation expense was $5.4 million and $4.9 million for the three months ended June 30, 2017 and 2016, respectively, and $10.0 million and $9.2 million for the six months ended June 30, 2017 and 2016, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Note 4 – Goodwill and Intangible Assets, Net Goodwill consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Distributed Gaming $ 97,859 $ 97,859 Casinos 7,796 7,796 Total Goodwill $ 105,655 $ 105,655 Goodwill was acquired in connection with the 2015 acquisition of Sartini Gaming, Inc. through a merger transaction (the “Merger”), as well as the Montana Acquisitions. See Note 2, Acquisitions Intangible assets, net, consisted of the following: June 30, 2017 Weighted- Gross Average Life Carrying Cumulative Intangible (In thousands) Remaining Value Amortization Assets, Net Indefinite-lived intangible assets Gaming licenses Indefinite $ 960 $ — $ 960 Trade names Indefinite 12,200 — 12,200 Other Indefinite 185 — 185 13,345 — 13,345 Amortizing intangible assets Customer relationships 12.7 years 78,100 (9,654 ) 68,446 Player relationships 9.9 years 7,300 (1,232 ) 6,068 Gaming license 10.8 years 2,100 (577 ) 1,523 Non-compete agreements 3.5 years 6,000 (1,813 ) 4,187 Other 8.7 years 1,769 (421 ) 1,348 95,269 (13,697 ) 81,572 Balance, June 30, 2017 $ 108,614 $ (13,697 ) $ 94,917 December 31, 2016 Weighted- Gross Average Life Carrying Cumulative Intangible (In thousands) Remaining Value Amortization Assets, Net Indefinite-lived intangible assets Gaming licenses Indefinite $ 960 $ — $ 960 Trade names Indefinite 12,200 — 12,200 Other Indefinite 110 — 110 13,270 — 13,270 Amortizing intangible assets Customer relationships 13.2 years 78,100 (6,932 ) 71,168 Player relationships 10.4 years 7,300 (910 ) 6,390 Gaming license 11.4 years 2,100 (508 ) 1,592 Non-compete agreements 4.0 years 6,000 (1,168 ) 4,832 Other 9.5 years 1,648 (297 ) 1,351 95,148 (9,815 ) 85,333 Balance, December 31, 2016 $ 108,418 $ (9,815 ) $ 98,603 Total amortization expense related to intangible assets was $2.0 million for both the three months ended June 30, 2017 and 2016, and $3.9 million and $3.4 million for the six months ended June 30, 2017 and 2016, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 5 – Long-Term Debt Long-term debt, net was comprised of the following: (In thousands) June 30, 2017 December 31, 2016 Term Loans $ 144,000 $ 150,000 Revolving Credit Facility 27,000 30,000 Capital lease obligations 4,520 1,970 Notes payable 3,202 3,777 Total long-term debt 178,722 185,747 Less: Unamortized debt issuance costs (1,928 ) (2,305 ) 176,794 183,442 Less: Current portion, net of unamortized debt issuance costs (15,401 ) (15,752 ) Long-term debt, net $ 161,393 $ 167,690 Credit Agreement As of June 30, 2017, the facilities under the Company’s Credit Agreement with Capital One, National Association (as administrative agent) and the lenders named therein (the “Credit Agreement”) consisted of $160.0 million in senior secured term loans (“Term Loans”) and a $50.0 million 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. For the six months ended June 30, 2017 and 2016, the weighted-average effective interest rate on the Company’s outstanding borrowings under the Credit Agreement was approximately 3.4%. The Company was in compliance with its financial covenants under the Credit Agreement as of June 30, 2017. |
Promotional Allowances
Promotional Allowances | 6 Months Ended |
Jun. 30, 2017 | |
Promotional Allowances [Abstract] | |
Promotional Allowances | Note 6 – Promotional Allowances The retail value of food and beverages, rooms and other services furnished to customers without charge, including coupons for discounts when redeemed, is included in gross revenues and then deducted as promotional allowances. The estimated retail value of the promotional allowances was as follows: Three Months Ended Six Months Ended (In thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Food and beverage $ 4,870 $ 4,179 $ 9,705 $ 8,197 Rooms 627 504 1,160 959 Other 172 221 293 294 Total promotional allowances $ 5,669 $ 4,904 $ 11,158 $ 9,450 The estimated cost of providing these promotional allowances, which is primarily included in gaming expenses, was as follows: Three Months Ended Six Months Ended (In thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Food and beverage $ 3,423 $ 3,089 $ 6,781 $ 6,103 Rooms 188 190 352 381 Other 33 135 116 216 Total estimated cost of promotional allowances $ 3,644 $ 3,414 $ 7,249 $ 6,700 |
Stock Incentive Plans and Share
Stock Incentive Plans and Share-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plans and Share-Based Compensation | Note 7 – Stock Incentive Plans and 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 each January 1 during the ten-year term of the 2015 Plan equal to the lesser of 1.8 million shares, 4% of the total shares of the Company’s common stock outstanding (on an as-converted basis) and such smaller amount as may be determined by the Board in its sole discretion. In addition, the maximum aggregate number of shares of common stock that may be subject to awards granted to any one participant during a calendar year is 2.0 million shares. The annual increase on January 1, 2017 was 889,259 shares. The 2015 Plan provides that no stock option or stock appreciation right (even if vested) may be exercised prior to the earlier of August 1, 2018 or immediately prior to the consummation of a change in control of the Company that would result in an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended. There were 3,644,928 stock options outstanding under the 2015 Plan as of June 30, 2017, of which 870,205 had vested. As of June 30, 2017, a total of 227,744 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 673,675 stock options outstanding under the 2007 Plan as of June 30, 2017, 391,040 of which had vested. As of June 30, 2017, no shares of the Company’s common stock remained available for grants of awards under the 2007 Plan. Stock Options 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 considerable judgment, including estimating stock price volatility, expected option life and forfeiture rates. The Company develops estimates based on historical data and market information, which can change significantly over time. There were 130,570 and 977,570 options granted in the three and six months ended June 30, 2017, respectively, with weighted-average grant date fair values of $9.42 and $6.36 per share, respectively. There were 63,070 and 223,070 stock options granted in the three and six months ended June 30, 2016, respectively, with weighted-average grant date fair values of $4.99 and $4.24 per share, respectively. Share-based compensation expense related to stock options was $1.2 million and $0.5 million for the three months ended June 30, 2017 and 2016, respectively, and $2.2 million and $0.9 million for the six months ended June 30, 2017 and 2016, respectively. The following table summarizes the Company’s stock option activity during the six months ended June 30, 2017 and 2016: Number of Common Shares Weighted- Options Available Average Outstanding Exercisable for Grant Exercise Price 2017 Balance at December 31, 2016 3,402,481 411,029 274,596 $ 9.02 Authorized — 889,259 — Granted 977,570 (977,570 ) 14.25 Exercised (19,989 ) — 7.70 Cancelled (41,459 ) 41,459 11.94 Balance at June 30, 2017 4,318,603 391,040 227,744 $ 10.19 2016 Balance at December 31, 2015 2,419,529 724,529 837,635 $ 8.16 Authorized — 874,709 — Granted 223,070 (223,070 ) 11.19 Exercised (294,956 ) — 11.21 Cancelled (10,000 ) 10,000 9.33 Balance at June 30, 2016 2,337,643 429,573 1,499,274 $ 8.75 As of June 30, 2017, the outstanding stock options had a weighted-average remaining contractual life of 7.9 years, weighted-average exercise price of $10.19 per share and an aggregate intrinsic value of $45.4 million. As of June 30, 2017, the outstanding exercisable stock options had a weighted-average remaining contractual life of 1.3 years, weighted-average exercise price of $4.34 per share and an aggregate intrinsic value of $6.4 million. There were no options exercised during the three months ended June 30, 2017. During the three months ended June 30, 2016, there was 135,330 options exercised. There were 19,989 and 294,956 options exercised during the six months ended June 30, 2017 and 2016, respectively. There was no intrinsic value of options exercised during the three months ended June 30, 2017 and $0.9 million total intrinsic value of options exercised during the three months ended June 30, 2016. The total intrinsic value of options exercised was $0.1 million and $1.6 million for the six months ended June 30, 2017 and 2016, respectively. The Company’s unrecognized share-based compensation expense related to stock options was approximately $14.3 million as of June 30, 2017, which is expected to be recognized over a weighted-average period of 2.9 years. The Company issues new shares of common stock upon the exercise of stock options. Restricted Stock Units There were 70,648 RSUs outstanding under the 2015 Plan as of June 30, 2017, none of which had vested. Share-based compensation expense related to RSUs was $0.8 million and $1.2 million for the three and six months ended June 30, 2017, respectively. There was no RSU activity during the six months ended June 30, 2016. As of June 30, 2017, there was approximately $0.4 million of total unrecognized share-based compensation expense related to unvested RSUs, all of which is expected to be recognized in 2017. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – Income Taxes The Company’s effective tax rate was (67.5)% and 11.7% for the six months ended June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017 and 2016, the effective tax rate differed from the federal tax rate of 35% due to partial release of the valuation allowance for deferred tax assets and changes in the valuation allowance for deferred taxes, respectively. Income tax benefit was $2.8 million for the six months ended June 30, 2017, which was attributed primarily to a partial release of valuation allowance. Income tax expense was $0.7 million for the six months ended June 30, 2016, which was attributed primarily to tax amortization of indefinite-lived intangibles and measurement period adjustments to goodwill. 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 $2.8 million income tax benefit for the six months ended June 30, 2017. The Company has performed a continuing evaluation of its deferred tax asset valuation allowance on a quarterly basis. The Company concluded that, effective 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 seven consecutive quarters of profitability, its demonstrated ability in such quarters to meet or exceed budgets, and its forecast of future profitability. The Company's income taxes receivable was $0.2 million as of June 30, 2017, and $2.3 million as of December 31, 2016. The decrease in income taxes receivable was primarily due to the collection of a $2.2 million tax refund which was released in connection with the settlement of an IRS audit related to 2012 taxable losses carried back to a prior year. In connection with the Merger, on July 31, 2015, the Company entered into a NOL Preservation Agreement with The Blake L. Sartini and Delise F. Sartini Family Trust (the “Sartini Trust”), Lyle A. Berman (a director and shareholder of the Company), as well as certain other shareholders of the Company affiliated with Mr. Berman or that are trusts for which Neil Sell, a director of the Company, serves as trustee. The NOL Preservation Agreement is intended to help minimize the risk of an “ownership change,” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”), that would limit the Company’s ability to utilize its federal net operating loss carryforwards to offset future taxable income. As of June 30, 2017, the Company had approximately $62.2 million of net operating loss carryforwards (“NOLs”) which begin to expire in 2032. These NOLs have the potential to be used to offset future ordinary taxable income and reduce future cash tax liabilities. However, under the Purchase Agreement for the American acquisition, the Company has agreed to issue 4,046,494 shares of its common stock to ACEP Holdings at the closing of the Transaction. The Company anticipates that the issuance of such shares will result in an “ownership change” under Section 382 that will generally limit the amount of NOLs the Company can utilize annually. Following the closing of the Transaction, the amount of NOLs the Company can utilize in a given year will be limited to an amount equal to the aggregate fair market value of the Company’s common stock immediately prior to the ownership change, multiplied by the long-term exempt interest rate in effect for the month of the ownership change. As of June 30, 2017, the long-term exempt interest rate was 2.09%. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Note 9 – Financial Instruments and Fair Value Measurements Overview The authoritative accounting guidance for fair value measurements specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These inputs create the following fair value hierarchy: • 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. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Thus, assets and liabilities categorized as Level 3 may be measured at fair value using inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Management's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. Balances Measured at Fair Value 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 June 30, 2017 and December 31, 2016, the fair value of the Company’s long-term debt approximated 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 recognized the acquired assets at fair value. For the Initial Montana Acquisition, these amounts were finalized during the first quarter of 2017. The Second Montana Acquisition amounts were finalized during the second quarter of 2017. All amounts are recognized as Level 3 measurements due to the subjective nature of the unobservable inputs used to determine the fair values. Additionally, in connection with the Initial Montana Acquisition, the Company is required to pay the sellers contingent consideration of up to a total of $2.0 million in cash paid in four quarterly payments beginning in September 2017, subject to certain potential adjustments based upon the availability of certain gaming machines and, if applicable, the performance of replacement games. The fair value of the Company’s contingent consideration recorded in connection with the Initial Montana Acquisition was estimated to be $2.0 million as of June 30, 2017 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 2, Acquisitions Balances Measured at Fair Value on a Non-recurring Basis The identified intangible assets acquired in connection with the Initial Montana Acquisition and the Second Montana Acquisition have been valued using unobservable (Level 3) inputs at a fair value of $14.4 million and $11.4 million, respectively (see Note 2, Acquisitions 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 June 30, 2017 and December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Agreement to Acquire American Casino & Entertainment Properties, LLC On June 10, 2017, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) to acquire all of the outstanding equity interest of American Casino & Entertainment Properties, LLC (“American”) (the “Transaction”). The selling members include W2007/ACEP Managers Voteco, LLC (“ACEP Voteco”) and W2007/ACEP Holdings, LLC (“ACEP Holdings” and, together with ACEP Voteco, the “Sellers”), affiliates of Whitehall Street Real Estate Fund 2007, a real estate private equity fund managed by the Merchant Banking Division of Goldman Sachs & Co. LLC. The aggregate consideration to be paid by the Company under the Purchase Agreement is $850 million, consisting of $781 million in cash and 4,046,494 shares of Golden common stock, subject to customary adjustments relating to the net working capital and indebtedness of American as of the closing of the Transaction. The Company also entered into a debt financing commitment letter (the “Debt Commitment Letter”) and obtained financing commitments (the “Debt Commitments”) that includes senior secured first and second lien credit facilities in the amount of $900 million and $200 million, respectively. The first lien facility includes an $800 million term loan and a $100 million unfunded revolving credit facility. The availability of the borrowing under the Debt Commitments is subject to the satisfaction of certain customary conditions. The use of the aggregate proceeds includes paying the cash portion of the purchase price, fees and expenses incurred by the Company in connection with the Transaction, and refinancing of the Company’s existing senior credit facility. The consortium of lenders includes JPMorgan Chase Bank, N.A. (“JPMorgan”), Credit Suisse AG and Credit Suisse Securities (USA) LLC (together, “Credit Suisse”), Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC (together, “Macquarie”), and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley” and together with JPMorgan, Credit Suisse and Macquarie, the “Financing Sources”). American owns and operates four casino hotel properties in Nevada, comprising the Stratosphere Casino, Hotel & Tower, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in Las Vegas, and the Aquarius Casino Resort in Laughlin. Upon completion of the Transaction, the Company will operate over 15,800 slot machines, 114 table games and more than 5,100 hotel rooms across eight casino properties and almost 1,000 distributed gaming locations. The consummation of the Transaction is subject to customary closing conditions, including, among others, the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, obtaining applicable gaming authority regulatory approvals, the absence of a material adverse effect regarding American and performance and compliance in all material respects with agreements and covenants contained in the Purchase Agreement. The obligation of the Company to consummate the Transaction is not subject to a financing condition. The Transaction is expected to close in the fourth quarter of 2017. The Purchase Agreement includes customary termination provisions for both the Company and the Sellers. The Sellers will be entitled to receive a termination fee from the Company equal to $20 million under certain circumstances. In addition, following a termination each party will remain liable to the other for any willful material breach of the provisions of the Purchase Agreement. Both the Company and the Sellers have the right to terminate the Purchase Agreement if the closing has not occurred by January 10, 2018, subject to the right of either party to extend such date to March 10, 2018 if all of the conditions to closing the Transaction have been satisfied other than the required approvals of gaming authorities and/or the expiration of the waiting period under the Hart-Scott-Rodino Act. In connection with the closing of the Transaction, the Company and ACEP Holdings will enter into certain additional ancillary agreements which are attached as exhibits to the Purchase Agreement, including a stockholder’s agreement that will provide for, among other things, a 90-day restriction on sales of Golden common stock by the Sellers (subject to certain exceptions) and a standstill agreement, and a registration rights agreement with respect to the shares of Golden common stock to be issued at the closing and certain other customary agreements. The foregoing descriptions of the Purchase Agreement and the Debt Commitment Letter are not complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Debt Commitment Letter. Re nt Expense and Future Minimum Lease Payments 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. See Note 12, Related Party Transactions Operating lease rental expense, which is calculated on a straight-line basis, net of surcharge revenue, associated with all operating leases was as follows: Three Months Ended Six Months Ended (In thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Rent expense Space lease agreements $ 9,112 $ 10,309 $ 18,639 $ 20,446 Related party leases 505 703 1,081 1,405 Other operating leases 3,343 2,814 6,528 5,541 $ 12,960 $ 13,826 $ 26,248 $ 27,392 As of June 30, 2017, future minimum operating lease payments, excluding contingent rents, were as follows: Remainder (In thousands) 2017 2018 2019 2020 2021 Thereafter Total Minimum operating lease payments Space lease agreements $ 14,111 $ 27,304 $ 26,282 $ 6,648 $ 2,966 $ 1,820 $ 79,131 Related party leases 939 1,890 1,902 1,914 1,927 9,109 17,681 Other operating leases 5,972 11,087 10,472 10,322 9,687 86,153 133,693 $ 21,022 $ 40,281 $ 38,656 $ 18,884 $ 14,580 $ 97,082 $ 230,505 The current and long-term obligations under capital leases are included in “Current portion of long-term debt, net” and “Long-term debt, net,” respectively. The majority of the capital leases relate to vehicles with minimum lease payment terms of three to four years. During the first quarter of 2017, the Company entered into a capital lease agreement with a related party for one of its tavern locations. See Note 12, Related Party Transactions As of June 30, 2017, future minimum capital lease payments, excluding contingent rents, were as follows: Remainder (In thousands) 2017 2018 2019 2020 2021 Thereafter Total Minimum capital lease payments Furniture and equipment $ 368 $ 786 $ 775 $ 717 $ 332 $ – $ 2,978 Related party property leases 75 150 150 150 150 1,751 2,426 Less: Amounts representing interest (884 ) Total obligations under capital leases $ 4,520 Participation and Revenue Share Agreements The Company also enters into gaming device placement contracts in the form of participation and revenue share agreements. Under revenue share agreements, the Company pays the business location a percentage of the gaming revenue generated from the Company’s gaming devices placed at the location, rather than a fixed monthly rental fee. Under participation agreements, the business location holds the applicable gaming license and retains a percentage of the gaming revenue that it generates from the Company’s gaming devices. During the three and six months ended June 30, 2017, the total contingent payments recognized by the Company (recorded in gaming expenses) under revenue share and participation agreements were $36.7 million and $71.5 million, respectively, including $0.3 million and $0.6 million, respectively, under revenue share and participation agreements with related parties, as described in Note 12, Related Party Transactions . The Company also enters into amusement device and ATM placement contracts in the form of revenue share agreements. Under these revenue share agreements, the Company pays the business location a percentage of the non-gaming revenue generated from the Company’s amusement devices and ATMs placed at the location. During the three months ended June 30, 2017 and 2016, the total contingent payments recognized by the Company (recorded in other operating expenses) for amusement devices and ATMs under such agreements were $0.4 million and $0.3 million, respectively. During the six months ended June 30, 2017 and 2016, the total contingent payments recognized by the Company (recorded in other operating expenses) for amusement devices and ATMs under such agreements were $0.8 million and $0.3 million, respectively. 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 $6.1 million for Mr. Sartini, $1.9 million for Stephen A. Arcana, $1.9 million for Charles H. Protell, $1.6 million for Sean T. Higgins, $0.7 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 June 30, 2017 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. 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. 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. In February and April 2017, several former employees filed two separate purported class action lawsuits against the Company in the District Court of Clark County, Nevada, and on behalf of similarly situated individuals employed by the Company in the State of Nevada. The lawsuits allege 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 complaints seek, on behalf of the plaintiffs 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. These cases are 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 these matters. Therefore, the Company has not recorded any amount for the claims 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 these matters, 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. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 11 – Segment Information 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 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 and corporate overhead. Costs recorded in the Corporate and Other segment have not been allocated to the Company’s reportable operating segments because these costs are not easily allocable and to do so would not be practical. Results of Operations - Segment Net Income (Loss), Net Revenues and Adjusted EBITDA The Company evaluated its segments’ profitability based upon Adjusted EBITDA, which represents earnings before interest expense and other non-operating income (expense), income taxes, depreciation and amortization, preopening expenses, acquisition and merger expenses, regulatory licensing costs, litigation expense, share-based compensation expense, executive severance and sign-on bonuses, impairments and other gains and losses, as applicable. The following tables set forth, for the periods indicated, certain operating data for the Company’s segments, and reconciles Adjusted EBITDA to net income (loss): Three Months Ended June 30, 2017 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 84,187 $ 26,210 $ 96 $ 110,493 Adjusted EBITDA 13,478 6,934 (5,409 ) 15,003 Acquisition expenses — — (2,066 ) (2,066 ) Share-based compensation — — (2,322 ) (2,322 ) Preopening expenses (400 ) — (174 ) (574 ) Litigation — — (55 ) (55 ) Depreciation and amortization (4,942 ) (2,025 ) (441 ) (7,408 ) Income (loss) from operations 8,136 4,909 (10,467 ) 2,578 Non-operating income (expense) Interest expense, net (278 ) 43 (1,765 ) (2,000 ) Total non-operating income (expense), net (278 ) 43 (1,765 ) (2,000 ) Income (loss) before income tax benefit (provision) 7,858 4,952 (12,232 ) 578 Income tax benefit — — 1,135 1,135 Net income (loss) $ 7,858 $ 4,952 $ (11,097 ) $ 1,713 Three Months Ended June 30, 2016 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 77,765 $ 24,709 $ 84 $ 102,558 Adjusted EBITDA 11,361 6,843 (4,903 ) 13,301 Merger expenses — — (434 ) (434 ) Share-based compensation — — (450 ) (450 ) Preopening expenses (429 ) — (90 ) (519 ) Depreciation and amortization (4,597 ) (1,916 ) (334 ) (6,847 ) Income (loss) from operations 6,335 4,927 (6,211 ) 5,051 Non-operating income expense Interest expense, net (40 ) (1 ) (1,599 ) (1,640 ) Total non-operating expense, net (40 ) (1 ) (1,599 ) (1,640 ) Income (loss) before income tax provision 6,295 4,926 (7,810 ) 3,411 Income tax provision — — (611 ) (611 ) Net income (loss) $ 6,295 $ 4,926 $ (8,421 ) $ 2,800 Six Months Ended June 30, 2017 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 166,446 $ 50,518 $ 175 $ 217,139 Adjusted EBITDA 26,584 13,236 (11,248 ) 28,572 Acquisition expenses — — (2,066 ) (2,066 ) Share-based compensation — — (3,749 ) (3,749 ) Preopening expenses (609 ) — (237 ) (846 ) Litigation — — (55 ) (55 ) Depreciation and amortization (9,576 ) (3,596 ) (788 ) (13,960 ) Income (loss) from operations 16,399 9,640 (18,143 ) 7,896 Non-operating income (expense) Interest expense, net (320 ) 39 (3,402 ) (3,683 ) Total non-operating income (expense), net (320 ) 39 (3,402 ) (3,683 ) Income (loss) before income tax benefit (provision) 16,079 9,679 (21,545 ) 4,213 Income tax benefit — — 2,842 2,842 Net income (loss) $ 16,079 $ 9,679 $ (18,703 ) $ 7,055 Six Months Ended June 30, 2016 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 146,349 $ 47,122 $ 121 $ 193,592 Adjusted EBITDA 21,582 11,607 (9,340 ) 23,849 Merger expenses — — (475 ) (475 ) Share-based compensation — — (855 ) (855 ) Preopening expenses (989 ) — (103 ) (1,092 ) Depreciation and amortization (8,295 ) (3,686 ) (658 ) (12,639 ) Income (loss) from operations 12,298 7,921 (11,431 ) 8,788 Non-operating income (expense) Interest expense, net (75 ) (1 ) (3,021 ) (3,097 ) Other, net — — 18 18 Total non-operating expense, net (75 ) (1 ) (3,003 ) (3,079 ) Income (loss) before income tax provision 12,223 7,920 (14,434 ) 5,709 Income tax provision — — (670 ) (670 ) Net income (loss) $ 12,223 $ 7,920 $ (15,104 ) $ 5,039 Total Segment Assets The Company's assets by segment consisted of the following amounts: (In thousands) Distributed Gaming Casinos Corporate and Other Eliminations Consolidated Balance at June 30, 2017 $ 294,202 $ 104,780 $ 76,934 $ (53,398 ) $ 422,518 Balance at December 31, 2016 $ 294,822 $ 108,418 $ 69,236 $ (53,398 ) $ 419,078 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions As of June 30, 2017, the Company leased its office headquarters building and one tavern location from a company 33% beneficially owned by Blake L. Sartini, 5% owned by a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee, and 3% beneficially owned by Stephen A. Arcana, and leased two tavern locations, one of which the Company accounts for as a capital lease, from companies controlled by Mr. Sartini through a trust for the benefit of Mr. Sartini’s immediate family members (including Blake L. Sartini, II) for which Mr. Sartini serves as trustee. The lease for the Company’s office headquarters building expires on July 31, 2025. The rent expense for the office headquarters building was $0.3 million during each of the three months ended June 30, 2017 and 2016 and $0.6 million during each of the six months ended June 30, 2017 and 2016. There was no amount owed by the Company with respect to such lease as of June 30, 2017. The leases for the tavern locations have remaining terms of up to 11 years. The rent expense for the tavern locations was $0.3 million and $0.4 million during the three months ended June 30, 2017 and 2016, respectively, and $0.5 million and $0.8 million during the six months ended June 30, 2017 and 2016, respectively. There was no amount owed by the Company with respect to such leases as of June 30, 2017. Additionally, a portion of the office headquarters building was sublet to a company owned or controlled by Mr. Sartini through February 28, 2017. There was no rental income for the three months ended June 30, 2017. There was less than $0.1 million of rental income for the three months ended June 30, 3016. Rental income for the sublet portion of the office headquarters building during each of the six months ended June 30, 2017 and 2016 was less than $0.1 million. 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. As of June 30, 2017, all of these related party lease agreements were in place prior to the consummation of the Merger, other than two lease agreements entered into in 2016. 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., a company controlled by Mr. Sartini. Pursuant to the agreement, the Company will reimburse Sartini Enterprises, Inc. for direct costs and expenses incurred by Company employees traveling on Company business on the private aircraft owned by Sartini Enterprises Inc. In June 2017, the Audit Committee approved the Company’s entering into a second aircraft timesharing agreement between the Company and Sartini Enterprises, Inc. on similar terms for a private aircraft leased by Sartini Enterprises Inc. During the three and six months ended June 30, 2017, the Company paid less than $0.1 million, and as of June 30, 2017 the Company owed less than $0.1 million, under the aircraft timesharing agreements. Mr. Sartini’s son, Blake L. Sartini, II (“Mr. Sartini II”), serves as Senior Vice President of Distributed Gaming of the Company. Mr. Sartini II has an employment agreement that was approved by both the Audit Committee and Compensation Committee of the Board of Directors, which was amended and restated in March 2017. The amended and restated employment agreement provides for an annual base salary of $375,000, of which approximately $180,000 was earned during the six months ended June 30, 2017. Additionally, Mr. Sartini II is eligible for a target annual bonus equal to 50% of his base salary. Mr. Sartini II also participates in the Company's equity award and benefit programs. In 2017, Mr. Sartini II received a grant of 75,000 options to purchase the Company’s common stock with an exercise price of $13.50 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). 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 the Company’s Chief Legal Officer and Executive Vice President of Development, Compliance and Government Affairs. This arrangement was in place prior to Mr. Higgins joining the Company on March 28, 2016. Net revenues and gaming expenses recorded by the Company from the use of the Company’s gaming devices at this location during the period in which the agreement was with a related party were each $0.3 million during each of the three months ended June 30, 2017 and 2016 . during the six months ended June 30, 2016. 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 former Executive Vice President and Chief Financial Officer of the Company. Net revenues and gaming expenses recorded by the Company from the use of the Company’s gaming devices at these three locations were $0.4 million and $0.3 million, respectively, during the three months ended June 30, 2016 and $0.9 million and $0.8 million, respectively, during the six months ended June 30, 2016. Mr. Flandermeyer ceased to be an employee of the Company and a related party in November 2016. The gaming expenses recorded by the Company represent amounts retained by the counterparty (with respect to the two locations that are subject to participation agreements) or paid to the counterparty (with respect to the location that is subject to a revenue share agreement) from the operation of the gaming devices. All of the agreements were in place prior to the consummation of the Merger. 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 six months ended June 30, 2016. This agreement was in place prior to the consummation of the Merger. In connection with the Merger, Lyle A. Berman, who serves on the Board of the Directors of the Company, entered into a three-year consulting agreement with the Company that pays his wholly owned consulting firm $200,000 annually, plus reimbursements for certain health insurance, administrative assistant and office costs. Expenses recorded by the Company for the agreement with Mr. Berman each of the three months ended June 30, 2017 and 2016 and $0.1 million for each of the six months ended June 30, 2017 and 2016. There were no amounts due and payable by the Company . Additionally, in connection with the Merger, Timothy J. Cope, who serves on the Board of Directors of the Company entered into a short-term consulting agreement for the period from July 31, 2015 to April 1, 2016 under which Mr. Cope was paid a total of $140,000, plus reimbursement of certain health insurance costs. Expenses recorded by the Company for the agreement with Mr. Cope were $0.1 million for the six months ended June 30, 2016. |
Nature of Business and Basis 18
Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Accordingly, certain information normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) has been condensed and/or omitted. For further information, please refer to the audited consolidated financial statements of the Company for the year ended December 31, 2016 and the notes thereto included in the Company’s Annual Report on Form 10-K previously filed with the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s results for the periods presented. Results for interim periods should not be considered indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Certain minor reclassifications have been made to the prior year period amounts to conform to the current presentation. |
Net Income Per Share | Net Income Per Share For all periods, basic net income per share is calculated by dividing net income 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. In the event of a net loss, diluted shares are not considered because of the anti-dilutive effect. |
New Accounting Pronouncements | New Accounting Pronouncements Changes to GAAP 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 May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other In January 2017, the FASB issued ASU 2017-01, Business Combinations 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 the Company’s 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, the Company expects to see a significant decrease in food and beverage and room revenues because the practice of including the retail value of goods and services provided to customers without charge in gross revenue with a corresponding offset in promotional allowances to arrive at net revenue will be discontinued. 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Initial Montana Acquisition [Member] | |
Schedule of Acquisition Final Purchase Price Allocation | The allocation of the $20.1 million purchase price of the Initial Montana Acquisition was finalized in the first quarter of 2017 and as of the date of the acquisition, was comprised of the following: (In thousands) Final Purchase Price Allocation Cash and cash equivalents $ 1,700 Property and equivalents 2,350 Intangible assets 14,400 Goodwill 1,680 Total acquired assets $ 20,130 |
Summary of Recorded Intangible Assets Acquired and Weighted Average Useful Lives of Definite-lived Intangible Assets | The intangible assets acquired in the Initial Montana Acquisition and the related weighted-average useful lives of definite-lived intangible assets were as follows: (In thousands) Useful As Recorded, at Fair Value Customer relationships 15 years $ 9,800 Non-competition agreements 5 years 3,900 Trade name 4 years 500 Other 15 years 200 Total intangible assets acquired $ 14,400 |
Second Montana Acquisition [Member] | |
Schedule of Acquisition Final Purchase Price Allocation | The allocation of the $25.7 million purchase price of the Second Montana Acquisition was finalized in the second quarter of 2017 and as of the date of acquisition, was comprised of the following: (In thousands) Final Purchase Price Allocation Cash and other current assets $ 404 Property and equipment 7,839 Intangible assets 11,400 Goodwill 6,013 Total acquired assets $ 25,656 |
Summary of Recorded Intangible Assets Acquired and Weighted Average Useful Lives of Definite-lived Intangible Assets | The intangible assets acquired in the Second Montana Acquisition and the related weighted-average useful lives of definite-lived intangible assets were as follows: (In thousands) Useful As Recorded, at Fair Value Customer relationships 15 years $ 9,100 Non-competition agreements 5 years 1,800 Trade name 4 years 200 Other 15 years 300 Total intangible assets acquired $ 11,400 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment, Net | The following table summarizes the components of property and equipment, net: (In thousands) June 30, 2017 December 31, 2016 Land $ 12,766 $ 12,470 Building and site improvements 88,039 77,515 Furniture and equipment 79,590 75,740 Construction in process 5,057 5,246 Property and equipment 185,452 170,971 Less: Accumulated depreciation (43,424 ) (33,390 ) Property and equipment, net $ 142,028 $ 137,581 |
Goodwill and Intangible Asset21
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following: (In thousands) June 30, 2017 December 31, 2016 Distributed Gaming $ 97,859 $ 97,859 Casinos 7,796 7,796 Total Goodwill $ 105,655 $ 105,655 |
Schedule of Intangible Assets, Net | Intangible assets, net, consisted of the following: June 30, 2017 Weighted- Gross Average Life Carrying Cumulative Intangible (In thousands) Remaining Value Amortization Assets, Net Indefinite-lived intangible assets Gaming licenses Indefinite $ 960 $ — $ 960 Trade names Indefinite 12,200 — 12,200 Other Indefinite 185 — 185 13,345 — 13,345 Amortizing intangible assets Customer relationships 12.7 years 78,100 (9,654 ) 68,446 Player relationships 9.9 years 7,300 (1,232 ) 6,068 Gaming license 10.8 years 2,100 (577 ) 1,523 Non-compete agreements 3.5 years 6,000 (1,813 ) 4,187 Other 8.7 years 1,769 (421 ) 1,348 95,269 (13,697 ) 81,572 Balance, June 30, 2017 $ 108,614 $ (13,697 ) $ 94,917 December 31, 2016 Weighted- Gross Average Life Carrying Cumulative Intangible (In thousands) Remaining Value Amortization Assets, Net Indefinite-lived intangible assets Gaming licenses Indefinite $ 960 $ — $ 960 Trade names Indefinite 12,200 — 12,200 Other Indefinite 110 — 110 13,270 — 13,270 Amortizing intangible assets Customer relationships 13.2 years 78,100 (6,932 ) 71,168 Player relationships 10.4 years 7,300 (910 ) 6,390 Gaming license 11.4 years 2,100 (508 ) 1,592 Non-compete agreements 4.0 years 6,000 (1,168 ) 4,832 Other 9.5 years 1,648 (297 ) 1,351 95,148 (9,815 ) 85,333 Balance, December 31, 2016 $ 108,418 $ (9,815 ) $ 98,603 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, net was comprised of the following: (In thousands) June 30, 2017 December 31, 2016 Term Loans $ 144,000 $ 150,000 Revolving Credit Facility 27,000 30,000 Capital lease obligations 4,520 1,970 Notes payable 3,202 3,777 Total long-term debt 178,722 185,747 Less: Unamortized debt issuance costs (1,928 ) (2,305 ) 176,794 183,442 Less: Current portion, net of unamortized debt issuance costs (15,401 ) (15,752 ) Long-term debt, net $ 161,393 $ 167,690 |
Promotional Allowances (Tables)
Promotional Allowances (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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: Three Months Ended Six Months Ended (In thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Food and beverage $ 4,870 $ 4,179 $ 9,705 $ 8,197 Rooms 627 504 1,160 959 Other 172 221 293 294 Total promotional allowances $ 5,669 $ 4,904 $ 11,158 $ 9,450 |
Estimated Cost of Providing Promotional Allowances | The estimated cost of providing these promotional allowances, which is primarily included in gaming expenses, was as follows: Three Months Ended Six Months Ended (In thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Food and beverage $ 3,423 $ 3,089 $ 6,781 $ 6,103 Rooms 188 190 352 381 Other 33 135 116 216 Total estimated cost of promotional allowances $ 3,644 $ 3,414 $ 7,249 $ 6,700 |
Stock Incentive Plans and Sha24
Stock Incentive Plans and Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity during the six months ended June 30, 2017 and 2016: Number of Common Shares Weighted- Options Available Average Outstanding Exercisable for Grant Exercise Price 2017 Balance at December 31, 2016 3,402,481 411,029 274,596 $ 9.02 Authorized — 889,259 — Granted 977,570 (977,570 ) 14.25 Exercised (19,989 ) — 7.70 Cancelled (41,459 ) 41,459 11.94 Balance at June 30, 2017 4,318,603 391,040 227,744 $ 10.19 2016 Balance at December 31, 2015 2,419,529 724,529 837,635 $ 8.16 Authorized — 874,709 — Granted 223,070 (223,070 ) 11.19 Exercised (294,956 ) — 11.21 Cancelled (10,000 ) 10,000 9.33 Balance at June 30, 2016 2,337,643 429,573 1,499,274 $ 8.75 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 was as follows: Three Months Ended Six Months Ended (In thousands) June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016 Rent expense Space lease agreements $ 9,112 $ 10,309 $ 18,639 $ 20,446 Related party leases 505 703 1,081 1,405 Other operating leases 3,343 2,814 6,528 5,541 $ 12,960 $ 13,826 $ 26,248 $ 27,392 |
Schedule of Future Minimum Operating Lease Payments | As of June 30, 2017, future minimum operating lease payments, excluding contingent rents, were as follows: Remainder (In thousands) 2017 2018 2019 2020 2021 Thereafter Total Minimum operating lease payments Space lease agreements $ 14,111 $ 27,304 $ 26,282 $ 6,648 $ 2,966 $ 1,820 $ 79,131 Related party leases 939 1,890 1,902 1,914 1,927 9,109 17,681 Other operating leases 5,972 11,087 10,472 10,322 9,687 86,153 133,693 $ 21,022 $ 40,281 $ 38,656 $ 18,884 $ 14,580 $ 97,082 $ 230,505 |
Schedule of Future Minimum Capital Lease Payments | As of June 30, 2017, future minimum capital lease payments, excluding contingent rents, were as follows: Remainder (In thousands) 2017 2018 2019 2020 2021 Thereafter Total Minimum capital lease payments Furniture and equipment $ 368 $ 786 $ 775 $ 717 $ 332 $ – $ 2,978 Related party property leases 75 150 150 150 150 1,751 2,426 Less: Amounts representing interest (884 ) Total obligations under capital leases $ 4,520 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables set forth, for the periods indicated, certain operating data for the Company’s segments, and reconciles Adjusted EBITDA to net income (loss): Three Months Ended June 30, 2017 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 84,187 $ 26,210 $ 96 $ 110,493 Adjusted EBITDA 13,478 6,934 (5,409 ) 15,003 Acquisition expenses — — (2,066 ) (2,066 ) Share-based compensation — — (2,322 ) (2,322 ) Preopening expenses (400 ) — (174 ) (574 ) Litigation — — (55 ) (55 ) Depreciation and amortization (4,942 ) (2,025 ) (441 ) (7,408 ) Income (loss) from operations 8,136 4,909 (10,467 ) 2,578 Non-operating income (expense) Interest expense, net (278 ) 43 (1,765 ) (2,000 ) Total non-operating income (expense), net (278 ) 43 (1,765 ) (2,000 ) Income (loss) before income tax benefit (provision) 7,858 4,952 (12,232 ) 578 Income tax benefit — — 1,135 1,135 Net income (loss) $ 7,858 $ 4,952 $ (11,097 ) $ 1,713 Three Months Ended June 30, 2016 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 77,765 $ 24,709 $ 84 $ 102,558 Adjusted EBITDA 11,361 6,843 (4,903 ) 13,301 Merger expenses — — (434 ) (434 ) Share-based compensation — — (450 ) (450 ) Preopening expenses (429 ) — (90 ) (519 ) Depreciation and amortization (4,597 ) (1,916 ) (334 ) (6,847 ) Income (loss) from operations 6,335 4,927 (6,211 ) 5,051 Non-operating income expense Interest expense, net (40 ) (1 ) (1,599 ) (1,640 ) Total non-operating expense, net (40 ) (1 ) (1,599 ) (1,640 ) Income (loss) before income tax provision 6,295 4,926 (7,810 ) 3,411 Income tax provision — — (611 ) (611 ) Net income (loss) $ 6,295 $ 4,926 $ (8,421 ) $ 2,800 Six Months Ended June 30, 2017 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 166,446 $ 50,518 $ 175 $ 217,139 Adjusted EBITDA 26,584 13,236 (11,248 ) 28,572 Acquisition expenses — — (2,066 ) (2,066 ) Share-based compensation — — (3,749 ) (3,749 ) Preopening expenses (609 ) — (237 ) (846 ) Litigation — — (55 ) (55 ) Depreciation and amortization (9,576 ) (3,596 ) (788 ) (13,960 ) Income (loss) from operations 16,399 9,640 (18,143 ) 7,896 Non-operating income (expense) Interest expense, net (320 ) 39 (3,402 ) (3,683 ) Total non-operating income (expense), net (320 ) 39 (3,402 ) (3,683 ) Income (loss) before income tax benefit (provision) 16,079 9,679 (21,545 ) 4,213 Income tax benefit — — 2,842 2,842 Net income (loss) $ 16,079 $ 9,679 $ (18,703 ) $ 7,055 Six Months Ended June 30, 2016 (In thousands) Distributed Gaming Casinos Corporate and Other Consolidated Net revenues $ 146,349 $ 47,122 $ 121 $ 193,592 Adjusted EBITDA 21,582 11,607 (9,340 ) 23,849 Merger expenses — — (475 ) (475 ) Share-based compensation — — (855 ) (855 ) Preopening expenses (989 ) — (103 ) (1,092 ) Depreciation and amortization (8,295 ) (3,686 ) (658 ) (12,639 ) Income (loss) from operations 12,298 7,921 (11,431 ) 8,788 Non-operating income (expense) Interest expense, net (75 ) (1 ) (3,021 ) (3,097 ) Other, net — — 18 18 Total non-operating expense, net (75 ) (1 ) (3,003 ) (3,079 ) Income (loss) before income tax provision 12,223 7,920 (14,434 ) 5,709 Income tax provision — — (670 ) (670 ) Net income (loss) $ 12,223 $ 7,920 $ (15,104 ) $ 5,039 Total Segment Assets The Company's assets by segment consisted of the following amounts: (In thousands) Distributed Gaming Casinos Corporate and Other Eliminations Consolidated Balance at June 30, 2017 $ 294,202 $ 104,780 $ 76,934 $ (53,398 ) $ 422,518 Balance at December 31, 2016 $ 294,822 $ 108,418 $ 69,236 $ (53,398 ) $ 419,078 |
Nature of Business and Basis 27
Nature of Business and Basis of Presentation (Details Textual) | 6 Months Ended |
Jun. 30, 2017Segment | |
Accounting Policies [Abstract] | |
Number of reportable operating segments | 2 |
Acquisitions (Details Textual)
Acquisitions (Details Textual) | Apr. 22, 2016USD ($)Device | Jan. 29, 2016USD ($)Devicepayment$ / sharesshares | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)payment | Jun. 30, 2016USD ($) |
Initial Montana Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of gaming devices acquired | Device | 1,100 | ||||||
Business Acquisition, consideration transaction price | $ 20,100,000 | $ 20,100,000 | |||||
Business Acquisition, Value of Shares Issued | $ 500,000 | ||||||
Business Acquisition, Value of Shares | shares | 50,252 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 9.95 | ||||||
Business Combination, Contingent Consideration Maximum | $ 2,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Number of Periodic Payment | payment | 4 | 4 | |||||
Business Combination Contingent Consideration Arrangements Quarterly Payments, Start date | 2017-09 | ||||||
Second Montana Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of gaming devices acquired | Device | 1,800 | ||||||
Business Acquisition, consideration transaction price | $ 25,700,000 | $ 25,700,000 | |||||
Montana Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Net Revenue related to the Acquiree | 15,400,000 | $ 12,900,000 | $ 30,600,000 | $ 16,900,000 | |||
Montana Acquisitions [Member] | Preopening Expenses [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Transaction-Related Costs | $ 200,000 | $ 200,000 | |||||
Montana Acquisitions [Member] | Preopening Expenses [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Transaction-Related Costs | $ 100,000 | $ 100,000 |
Schedule of Acquisition Purchas
Schedule of Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Apr. 22, 2016 | Jan. 29, 2016 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 105,655 | $ 105,655 | ||
Initial Montana Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,700 | |||
Property and equivalents | 2,350 | |||
Intangible assets | 14,400 | |||
Goodwill | 1,680 | |||
Total acquired assets | $ 20,130 | |||
Second Montana Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and other current assets | $ 404 | |||
Property and equivalents | 7,839 | |||
Intangible assets | 11,400 | |||
Goodwill | 6,013 | |||
Total acquired assets | $ 25,656 |
Summary of Intangible Assets Ac
Summary of Intangible Assets Acquired and Weighted Average Useful Lives of Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 22, 2016 | Jan. 29, 2016 |
Initial Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets As Recorded, at Fair Value | $ 14,400 | |
Second Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Intangible Assets As Recorded, at Fair Value | $ 11,400 | |
Customer Relationships [Member] | Initial Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 15 years | |
Intangible Assets As Recorded, at Fair Value | $ 9,800 | |
Customer Relationships [Member] | Second Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 15 years | |
Intangible Assets As Recorded, at Fair Value | $ 9,100 | |
Noncompete Agreements [Member] | Initial Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 5 years | |
Intangible Assets As Recorded, at Fair Value | $ 3,900 | |
Noncompete Agreements [Member] | Second Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 5 years | |
Intangible Assets As Recorded, at Fair Value | $ 1,800 | |
Trade Names [Member] | Initial Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 4 years | |
Intangible Assets As Recorded, at Fair Value | $ 500 | |
Trade Names [Member] | Second Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 4 years | |
Intangible Assets As Recorded, at Fair Value | $ 200 | |
Other [Member] | Initial Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 15 years | |
Intangible Assets As Recorded, at Fair Value | $ 200 | |
Other [Member] | Second Montana Acquisition [Member] | ||
Acquired Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives of Definite-lived Intangible Assets | 15 years | |
Intangible Assets As Recorded, at Fair Value | $ 300 |
Components of Property and Equi
Components of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 185,452 | $ 170,971 |
Less: Accumulated depreciation | (43,424) | (33,390) |
Property and equipment, net | 142,028 | 137,581 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 12,766 | 12,470 |
Building and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 88,039 | 77,515 |
Furniture and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 79,590 | 75,740 |
Construction in process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $ 5,057 | $ 5,246 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation Expense | $ 5.4 | $ 4.9 | $ 10 | $ 9.2 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets [Line Items] | ||
Total Goodwill | $ 105,655 | $ 105,655 |
Distributed Gaming [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Total Goodwill | 97,859 | 97,859 |
Casinos [Member] | ||
Goodwill And Intangible Assets [Line Items] | ||
Total Goodwill | $ 7,796 | $ 7,796 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Indefinite-lived intangible assets | ||
Indefinite-lived intangible assets | $ 13,345 | $ 13,270 |
Amortizing intangible assets | ||
Amortizing intangible assets, Gross Carrying Value | 95,269 | 95,148 |
Amortizing intangible assets, Cumulative Amortization | (13,697) | (9,815) |
Amortizing intangible assets, Intangible Assets, Net | 81,572 | 85,333 |
Intangible assets, Gross Carrying Value | 108,614 | 108,418 |
Intangible assets, Cumulative Amortization | (13,697) | (9,815) |
Total intangible assets, Net | 94,917 | 98,603 |
Indefinite-lived intangible assets | $ 94,917 | $ 98,603 |
Customer Relationships [Member] | ||
Amortizing intangible assets | ||
Amortizing intangible assets, Weighted Average Life Remaining Period | 12 years 8 months 12 days | 13 years 2 months 12 days |
Amortizing intangible assets, Gross Carrying Value | $ 78,100 | $ 78,100 |
Amortizing intangible assets, Cumulative Amortization | (9,654) | (6,932) |
Amortizing intangible assets, Intangible Assets, Net | $ 68,446 | $ 71,168 |
Player relationships [Member] | ||
Amortizing intangible assets | ||
Amortizing intangible assets, Weighted Average Life Remaining Period | 9 years 10 months 24 days | 10 years 4 months 24 days |
Amortizing intangible assets, Gross Carrying Value | $ 7,300 | $ 7,300 |
Amortizing intangible assets, Cumulative Amortization | (1,232) | (910) |
Amortizing intangible assets, Intangible Assets, Net | $ 6,068 | $ 6,390 |
Amortizing Gaming Licenses [Member] | ||
Amortizing intangible assets | ||
Amortizing intangible assets, Weighted Average Life Remaining Period | 10 years 9 months 18 days | 11 years 4 months 24 days |
Amortizing intangible assets, Gross Carrying Value | $ 2,100 | $ 2,100 |
Amortizing intangible assets, Cumulative Amortization | (577) | (508) |
Amortizing intangible assets, Intangible Assets, Net | $ 1,523 | $ 1,592 |
Noncompete Agreements [Member] | ||
Amortizing intangible assets | ||
Amortizing intangible assets, Weighted Average Life Remaining Period | 3 years 6 months | 4 years |
Amortizing intangible assets, Gross Carrying Value | $ 6,000 | $ 6,000 |
Amortizing intangible assets, Cumulative Amortization | (1,813) | (1,168) |
Amortizing intangible assets, Intangible Assets, Net | $ 4,187 | $ 4,832 |
Other [Member] | ||
Amortizing intangible assets | ||
Amortizing intangible assets, Weighted Average Life Remaining Period | 8 years 8 months 12 days | 9 years 6 months |
Amortizing intangible assets, Gross Carrying Value | $ 1,769 | $ 1,648 |
Amortizing intangible assets, Cumulative Amortization | (421) | (297) |
Amortizing intangible assets, Intangible Assets, Net | 1,348 | 1,351 |
Gaming licenses [Member] | ||
Indefinite-lived intangible assets | ||
Indefinite-lived intangible assets | 960 | 960 |
Trade Names [Member] | ||
Indefinite-lived intangible assets | ||
Indefinite-lived intangible assets | 12,200 | 12,200 |
Other [Member] | ||
Indefinite-lived intangible assets | ||
Indefinite-lived intangible assets | $ 185 | $ 110 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets, Net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Gaming licenses [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 2 | $ 2 | $ 3.9 | $ 3.4 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Term Loans | $ 144,000 | $ 150,000 |
Capital lease obligations | 4,520 | 1,970 |
Notes payable | 3,202 | 3,777 |
Total long-term debt | 178,722 | 185,747 |
Less: Unamortized debt issuance costs | (1,928) | (2,305) |
Long-term Debt | 176,794 | 183,442 |
Less: Current portion, net of unamortized debt issuance costs | (15,401) | (15,752) |
Long-term debt, net | 161,393 | 167,690 |
Revolving Credit Facility [Member] | ||
Revolving Credit Facility | $ 27,000 | $ 30,000 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - Amended Credit Agreement - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Debt instrument, Interest rate terms | 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. | |
Debt, Weighted Average Interest Rate | 3.40% | 3.40% |
Federal Funds Effective Swap Rate [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Eurodollar [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000 | |
Term Loan [Member] | ||
Debt Instrument, Face Amount | $ 160,000 | |
Term Loan [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument, Maturity Date | Jul. 31, 2020 |
Estimated Retail Value of Promo
Estimated Retail Value of Promotional Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Promotional Allowances [Line Items] | ||||
Promotional Allowances | $ 5,669 | $ 4,904 | $ 11,158 | $ 9,450 |
Food and Beverage [Member] | ||||
Promotional Allowances [Line Items] | ||||
Promotional Allowances | 4,870 | 4,179 | 9,705 | 8,197 |
Rooms [Member] | ||||
Promotional Allowances [Line Items] | ||||
Promotional Allowances | 627 | 504 | 1,160 | 959 |
Other [Member] | ||||
Promotional Allowances [Line Items] | ||||
Promotional Allowances | $ 172 | $ 221 | $ 293 | $ 294 |
Estimated Cost of Providing Pro
Estimated Cost of Providing Promotional Allowances (Details) - Gaming expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | $ 3,644 | $ 3,414 | $ 7,249 | $ 6,700 |
Food and Beverage [Member] | ||||
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | 3,423 | 3,089 | 6,781 | 6,103 |
Rooms [Member] | ||||
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | 188 | 190 | 352 | 381 |
Other [Member] | ||||
Promotional Allowances [Line Items] | ||||
Estimated Cost of Promotional Allowances | $ 33 | $ 135 | $ 116 | $ 216 |
Stock Incentive Plans and Sha40
Stock Incentive Plans and Share-Based Compensation (Details Textual) - USD ($) | Jan. 02, 2017 | Aug. 27, 2015 | Jun. 30, 2007 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of Shares Annual Increase | 889,259 | 874,709 | |||||||
Maximum Number of Shares Authorized per One Participant | 227,744 | 1,499,274 | 227,744 | 1,499,274 | 274,596 | 837,635 | |||
Stock Options, Outstanding, Number | 4,318,603 | 2,337,643 | 4,318,603 | 2,337,643 | 3,402,481 | 2,419,529 | |||
Stock options granted in period | 977,570 | 223,070 | |||||||
Weighted Average Exercise Price | $ 10.19 | $ 8.75 | $ 10.19 | $ 8.75 | $ 9.02 | $ 8.16 | |||
Options, Exercised in Period | 19,989 | 294,956 | |||||||
Employee Stock Option [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options granted in period | 130,570 | 63,070 | 977,570 | 223,070 | |||||
Stock options weighted-average grant date fair value | $ 9.42 | $ 4.99 | $ 6.36 | $ 4.24 | |||||
Share-based Compensation Expense | $ 1,200,000 | $ 500,000 | $ 2,200,000 | $ 900,000 | |||||
Weighted Average Remaining Contractual Term | 7 years 10 months 24 days | ||||||||
Weighted Average Exercise Price | $ 10.19 | $ 10.19 | |||||||
Aggregate Intrinsic Value | $ 45,400,000 | $ 45,400,000 | |||||||
Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 3 months 18 days | ||||||||
Options, Exercisable, Weighted Average Exercise Price | $ 4.34 | $ 4.34 | |||||||
Options, Exercisable, Aggregate Intrinsic Value | $ 6,400,000 | $ 6,400,000 | |||||||
Options, Exercised in Period | 0 | 135,330 | 19,989 | 294,956 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ 900,000 | $ 100,000 | $ 1,600,000 | |||||
Stock Options, Unrecognized Share-based Compensation Expense | $ 14,300,000 | $ 14,300,000 | |||||||
Share-based Compensation Expense Not yet Recognized, Weighted-average Period for Recognition | 2 years 10 months 24 days | ||||||||
2015 Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Options Expiration Term | 10 years | ||||||||
Number of Shares Authorized | 2,250,000 | ||||||||
Number of Shares Annual Increase | 889,259 | 1,800,000 | |||||||
Plan Shares Annual Increase, Percentage | 4.00% | ||||||||
Maximum Number of Shares Authorized per One Participant | 2,000,000 | 227,744 | 227,744 | ||||||
Stock Options, Outstanding, Number | 3,644,928 | 3,644,928 | |||||||
Stock Options, Vested, Number | 870,205 | ||||||||
2015 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based Compensation Expense | $ 800,000 | $ 1,200,000 | |||||||
Number of RSUs outstanding | 70,648 | 70,648 | |||||||
Number of RSUs vested | 0 | ||||||||
Unrecognized Share-based compensation expense related to unvested RSUs | $ 400,000 | $ 400,000 | |||||||
Stock Option and Compensation Plan of 2007 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Options Expiration Term | 10 years | ||||||||
Number of Shares Authorized | 1,250,000 | ||||||||
Maximum Number of Shares Authorized per One Participant | 0 | 0 | |||||||
Stock Options, Outstanding, Number | 673,675 | 673,675 | |||||||
Stock Options, Vested, Number | 391,040 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Common Shares, Options Outstanding | ||||
Number of Common Shares, Options Outstanding, Beginning of year | 3,402,481 | 2,419,529 | ||
Number of Common Shares, Options Outstanding, Granted | 977,570 | 223,070 | ||
Number of Common Shares, Options Outstanding, Exercised | (19,989) | (294,956) | ||
Number of Common Shares, Options Outstanding, Cancelled | (41,459) | (10,000) | ||
Number of Common Shares, Options Outstanding, End of year | 4,318,603 | 2,337,643 | ||
Number of Common Shares, Exercisable | ||||
Number of Common Shares Exercisable | 391,040 | 429,573 | 411,029 | 724,529 |
Number of Common Shares, Available for Grant | ||||
Number of Common Shares, Available for Grant, beginning of year | 274,596 | 837,635 | ||
Number of Common Shares, Available for Grant, Authorized | 889,259 | 874,709 | ||
Number of Common Shares, Available for Grant, Granted | (977,570) | (223,070) | ||
Number of Common Shares, Available for Grant, Cancelled | 41,459 | 10,000 | ||
Number of Common Shares, Available for Grant, end of year | 227,744 | 1,499,274 | ||
Weighted-Average Exercise Price | ||||
Weighted-Average Exercise Price, beginning of year | $ 9.02 | $ 8.16 | ||
Weighted-Average Exercise Price, Granted | 14.25 | 11.19 | ||
Weighted-Average Exercise Price, Exercised | 7.70 | 11.21 | ||
Weighted-Average Exercise Price, Cancelled | 11.94 | 9.33 | ||
Weighted-Average Exercise Price, end of year | $ 10.19 | $ 8.75 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | Jun. 10, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Income Tax Expense (Benefit) | $ (1,135) | $ 611 | $ (2,842) | $ 670 | ||
Long-term exempt interest rate | 2.09% | |||||
Common Stock [Member] | ACEP Holdings [Member] | ||||||
Business Acquisition, Value of Shares | 4,046,494 | |||||
Domestic Tax Authority [Member] | ||||||
Deferred tax assets, operating loss carryforwards, subject to expiration | 62,200 | $ 62,200 | ||||
Operating loss carryforwards expiration year | 2,032 | |||||
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Income Taxes Audit, Tax Years | 2,012 | |||||
Latest Tax Year [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Effective Tax Rate, Percent | (67.50%) | 11.70% | ||||
Federal Tax Rate, Percent | 35.00% | 35.00% | ||||
Income Tax Expense (Benefit) | $ (2,800) | |||||
Income Taxes Receivable | $ 200 | 200 | $ 2,300 | |||
Latest Tax Year [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Maximum [Member] | ||||||
Income Tax Expense (Benefit) | $ 700 | |||||
Tax Year 2012 [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||||||
Collection of tax refund | $ 2,200 |
Financial Instruments and Fai43
Financial Instruments and Fair Value Measurements (Details Textual) | Jan. 29, 2016USD ($)payment | Jun. 30, 2017USD ($)payment | Dec. 31, 2016USD ($) | Apr. 22, 2016USD ($) |
Land [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Tangible Asset Impairment Charges | $ 0 | $ 0 | ||
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 | ||
Fair value of intangible assets acquired | $ 14,400,000 | |||
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] | ||||
Fair value of intangible assets acquired | $ 14,400,000 | |||
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 | |||
Second Montana Acquisition [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of intangible assets acquired | $ 11,400,000 | |||
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] | ||||
Fair value of intangible assets acquired | $ 11,400,000 |
Commitments and Contingencies44
Commitments and Contingencies (Details Textual) | Jun. 10, 2017USD ($)shares | Jun. 30, 2017USD ($)HotelMachineGameRoomPropertyLocation | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)HotelMachineGameRoomPropertyLocation | Jun. 30, 2016USD ($) |
Commitments And Contingencies [Line Items] | |||||
Gaming Expenses | $ 64,946,000 | $ 63,541,000 | $ 127,833,000 | $ 119,032,000 | |
Other Operating Expenses | 3,484,000 | 1,167,000 | $ 6,684,000 | 1,946,000 | |
Class action lawsuits filed by former employees | February and April 2017 | ||||
Number of class action lawsuits filed by former employees | 2 | ||||
Mr. Sartini [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 6,100,000 | $ 6,100,000 | |||
Stephen Arcana [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 1,900,000 | 1,900,000 | |||
Charles H. Protell [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 1,900,000 | 1,900,000 | |||
Sean T. Higgins [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 1,600,000 | 1,600,000 | |||
Blake L. Sartini II [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 700,000 | 700,000 | |||
Gary A. Vecchiarelli [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Liability Contingency, Estimated Severance Payments | 400,000 | 400,000 | |||
Participation and Revenue Share Agreements [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Gaming Expenses | 36,700,000 | 32,700,000 | 71,500,000 | 60,900,000 | |
Participation and Revenue Share Agreements [Member] | Related Party Transaction, Revenue Share and Participation Agreement [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Gaming Expenses | 300,000 | 300,000 | 600,000 | 800,000 | |
Revenue Share Agreements [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Other Operating Expenses | 400,000 | $ 300,000 | $ 800,000 | $ 300,000 | |
Minimum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Original Terms of Current Branded Tavern Location Leases Range | 1 year | ||||
Operating Leases Renewal Term | 1 year | ||||
Capital Leases Term | 3 years | ||||
Maximum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Original Terms of Current Branded Tavern Location Leases Range | 15 years | ||||
Operating Leases Renewal Term | 15 years | ||||
Capital Leases Term | 4 years | ||||
Senior Secured First Lien Credit Facility [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 900,000,000 | ||||
Senior Secured First Lien Credit Facility [Member] | Term Loan Facility [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 800,000,000 | ||||
Senior Secured First Lien Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||||
Senior Secured Second Lien Credit Facility [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 200,000,000 | ||||
American [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Membership interest purchase agreement date | Jun. 10, 2017 | ||||
Business Acquisition, consideration transaction price | 850,000,000 | ||||
Business Acquisition, consideration transaction price, cash | $ 781,000,000 | ||||
Purchase agreement termination fee | $ 20,000,000 | $ 20,000,000 | |||
American [Member] | Pro Forma [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of distributed gaming locations | Location | 1,000 | 1,000 | |||
American [Member] | Pro Forma [Member] | Eight Casino Properties [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of slot machines | Machine | 15,800 | 15,800 | |||
Number of table games | Game | 114 | 114 | |||
Number of casino properties | Property | 8 | 8 | |||
American [Member] | Pro Forma [Member] | Eight Casino Properties [Member] | Minimum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of hotel rooms | Room | 5,100 | 5,100 | |||
American [Member] | Nevada [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of owned and operating casino hotel properties | Hotel | 4 | 4 | |||
American [Member] | Common Stock [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Business Acquisition, Value of Shares | shares | 4,046,494 |
Schedule of Operating Lease Ren
Schedule of Operating Lease Rental Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Rent expense | ||||
Operating Leases, Rent Expense | $ 12,960 | $ 13,826 | $ 26,248 | $ 27,392 |
Space Lease Agreements [Member] | ||||
Rent expense | ||||
Operating Leases, Rent Expense | 9,112 | 10,309 | 18,639 | 20,446 |
Related Party Leases [Member] | ||||
Rent expense | ||||
Operating Leases, Rent Expense | 505 | 703 | 1,081 | 1,405 |
Other Operating Leases [Member] | ||||
Rent expense | ||||
Operating Leases, Rent Expense | $ 3,343 | $ 2,814 | $ 6,528 | $ 5,541 |
Schedule of Future Minimum Oper
Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Future Minimum Operating Lease Payments [Line Items] | |
Remainder of 2017 | $ 21,022 |
2,018 | 40,281 |
2,019 | 38,656 |
2,020 | 18,884 |
2,021 | 14,580 |
Thereafter | 97,082 |
Total | 230,505 |
Space Lease Agreements [Member] | |
Future Minimum Operating Lease Payments [Line Items] | |
Remainder of 2017 | 14,111 |
2,018 | 27,304 |
2,019 | 26,282 |
2,020 | 6,648 |
2,021 | 2,966 |
Thereafter | 1,820 |
Total | 79,131 |
Related Party Leases [Member] | |
Future Minimum Operating Lease Payments [Line Items] | |
Remainder of 2017 | 939 |
2,018 | 1,890 |
2,019 | 1,902 |
2,020 | 1,914 |
2,021 | 1,927 |
Thereafter | 9,109 |
Total | 17,681 |
Other Operating Leases [Member] | |
Future Minimum Operating Lease Payments [Line Items] | |
Remainder of 2017 | 5,972 |
2,018 | 11,087 |
2,019 | 10,472 |
2,020 | 10,322 |
2,021 | 9,687 |
Thereafter | 86,153 |
Total | $ 133,693 |
Schedule of Future Minimum Capi
Schedule of Future Minimum Capital Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Future Minimum Capital Lease Payments [Line Items] | ||
Less: Amounts representing interest | $ (884) | |
Total obligations under capital leases | 4,520 | $ 1,970 |
Furniture and Equipment [Member] | ||
Future Minimum Capital Lease Payments [Line Items] | ||
Remainder of 2017 | 368 | |
2,018 | 786 | |
2,019 | 775 | |
2,020 | 717 | |
2,021 | 332 | |
Thereafter | 0 | |
Total | 2,978 | |
Related Party Property Leases [Member] | ||
Future Minimum Capital Lease Payments [Line Items] | ||
Remainder of 2017 | 75 | |
2,018 | 150 | |
2,019 | 150 | |
2,020 | 150 | |
2,021 | 150 | |
Thereafter | 1,751 | |
Total | $ 2,426 |
Segment Information (Details Te
Segment Information (Details Textual) | 6 Months Ended |
Jun. 30, 2017Segment | |
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 | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 110,493 | $ 102,558 | $ 217,139 | $ 193,592 | |
Adjusted EBITDA | 15,003 | 13,301 | 28,572 | 23,849 | |
Acquisition and Merger expenses | (2,066) | (434) | (2,066) | (475) | |
Share-based compensation | (2,322) | (450) | (3,749) | (855) | |
Preopening expenses | (574) | (519) | (846) | (1,092) | |
Litigation | (55) | (55) | |||
Depreciation and amortization | (7,408) | (6,847) | (13,960) | (12,639) | |
Income from operations | 2,578 | 5,051 | 7,896 | 8,788 | |
Non-operating income (expense) | |||||
Interest expense, net | (2,000) | (1,640) | (3,683) | (3,097) | |
Other, net | 18 | ||||
Total non-operating expense, net | (2,000) | (1,640) | (3,683) | (3,079) | |
Income before income tax benefit (provision) | 578 | 3,411 | 4,213 | 5,709 | |
Income tax benefit (provision) | 1,135 | (611) | 2,842 | (670) | |
Net income | 1,713 | 2,800 | 7,055 | 5,039 | |
Total assets | 422,518 | 422,518 | $ 419,078 | ||
Operating Segments [Member] | Distributed Gaming [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 84,187 | 77,765 | 166,446 | 146,349 | |
Adjusted EBITDA | 13,478 | 11,361 | 26,584 | 21,582 | |
Preopening expenses | (400) | (429) | (609) | (989) | |
Depreciation and amortization | (4,942) | (4,597) | (9,576) | (8,295) | |
Income from operations | 8,136 | 6,335 | 16,399 | 12,298 | |
Non-operating income (expense) | |||||
Interest expense, net | (278) | (40) | (320) | (75) | |
Total non-operating expense, net | (278) | (40) | (320) | (75) | |
Income before income tax benefit (provision) | 7,858 | 6,295 | 16,079 | 12,223 | |
Net income | 7,858 | 6,295 | 16,079 | 12,223 | |
Total assets | 294,202 | 294,202 | 294,822 | ||
Operating Segments [Member] | Casinos [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 26,210 | 24,709 | 50,518 | 47,122 | |
Adjusted EBITDA | 6,934 | 6,843 | 13,236 | 11,607 | |
Depreciation and amortization | (2,025) | (1,916) | (3,596) | (3,686) | |
Income from operations | 4,909 | 4,927 | 9,640 | 7,921 | |
Non-operating income (expense) | |||||
Interest expense, net | 43 | (1) | 39 | (1) | |
Total non-operating expense, net | 43 | (1) | 39 | (1) | |
Income before income tax benefit (provision) | 4,952 | 4,926 | 9,679 | 7,920 | |
Net income | 4,952 | 4,926 | 9,679 | 7,920 | |
Total assets | 104,780 | 104,780 | 108,418 | ||
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 96 | 84 | 175 | 121 | |
Adjusted EBITDA | (5,409) | (4,903) | (11,248) | (9,340) | |
Acquisition and Merger expenses | (2,066) | (434) | (2,066) | (475) | |
Share-based compensation | (2,322) | (450) | (3,749) | (855) | |
Preopening expenses | (174) | (90) | (237) | (103) | |
Litigation | (55) | (55) | |||
Depreciation and amortization | (441) | (334) | (788) | (658) | |
Income from operations | (10,467) | (6,211) | (18,143) | (11,431) | |
Non-operating income (expense) | |||||
Interest expense, net | (1,765) | (1,599) | (3,402) | (3,021) | |
Other, net | 18 | ||||
Total non-operating expense, net | (1,765) | (1,599) | (3,402) | (3,003) | |
Income before income tax benefit (provision) | (12,232) | (7,810) | (21,545) | (14,434) | |
Income tax benefit (provision) | 1,135 | (611) | 2,842 | (670) | |
Net income | (11,097) | $ (8,421) | (18,703) | $ (15,104) | |
Total assets | 76,934 | 76,934 | 69,236 | ||
Consolidation, Eliminations [Member] | |||||
Non-operating income (expense) | |||||
Total assets | $ (53,398) | $ (53,398) | $ (53,398) |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | ||||
Stock options granted in period | 977,570 | 223,070 | ||
Grant of options exercise price | $ 7.70 | $ 11.21 | ||
Net revenues | $ 94,649,000 | $ 88,337,000 | $ 186,171,000 | $ 166,809,000 |
Gaming Expenses | 64,946,000 | 63,541,000 | $ 127,833,000 | 119,032,000 |
Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Lease for tavern locations remaining terms range | 15 years | |||
Mr. Sartini [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement expense paid | 100,000 | $ 100,000 | ||
Due to related parties | $ 100,000 | 100,000 | ||
Son of Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 180,000 | |||
Percentage of eligible annual bonus on base salary | 50.00% | 50.00% | ||
Stock options granted in period | 75,000 | |||
Grant of options exercise price | $ 13.50 | |||
Stock options vesting period | 4 years | |||
Executive Vice President and Chief Legal Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | $ 0 | $ 0 | ||
Net revenues | 300,000 | 300,000 | 600,000 | 300,000 |
Gaming Expenses | 300,000 | 300,000 | 600,000 | 300,000 |
Executive Vice President and Chief Legal Officer [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 0 | 0 | ||
Immediate Family Member of Management or Principal Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net revenues | 400,000 | 900,000 | ||
Gaming Expenses | 300,000 | 800,000 | ||
Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Net revenues | 100,000 | |||
Gaming Expenses | 100,000 | |||
Lyle A. Berman [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 0 | 0 | ||
Annual director fees | 200,000 | |||
Lyle A. Berman [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting agreement expenses, related party | 100,000 | 100,000 | 100,000 | 100,000 |
Timothy J. Cope [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting agreement expenses, related party | 100,000 | |||
Payments related to consulting agreements | $ 140,000 | |||
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] | Mr. Sartini's Immediate Family Members [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of counterparty ownership by related party | 5.00% | |||
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 [Member] | Mr. Sartini [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 300,000 | 300,000 | $ 600,000 | 600,000 |
Rent expense payable to related party | 0 | 0 | ||
Tavern Leases [Member] | Mr. Sartini [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 300,000 | 400,000 | 500,000 | 800,000 |
Rent expense payable to related party | 0 | 0 | ||
Office Headquarters Lease [Member] | Mr. Sartini [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rental income for sublet portion | $ 0 | |||
Office Headquarters Lease [Member] | Mr. Sartini [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rental income for sublet portion | $ 100,000 | 100,000 | $ 100,000 | |
Base Salary [Member] | Son of Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 375,000 |