Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AP Gaming Holdco, Inc. | ||
Entity Central Index Key | 1593548 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 10,000,100 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $0 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Gaming equipment, vehicles and other equipment, net | $40,769 | $49,505 |
Goodwill | 60,384 | |
Intangible assets, net | 98,664 | |
Current liabilities | ||
Accounts payable and accrued liabilities | 22,795 | 6,247 |
Current maturities of long-term debt | 2,495 | 1,550 |
Long-term debt | 164,194 | 153,377 |
Stockholders’ Equity: | ||
Accumulated other comprehensive income (loss) | -1 | |
Successor [Member] | ||
Current assets | ||
Cash and cash equivalents | 10,680 | 21,742 |
Restricted cash | 100 | 100 |
Trade accounts receivable, net of allowance of $29 and $9, respectively | 8,835 | 7,505 |
Notes receivable—current portion | 305 | 0 |
Inventories, net | 3,175 | 3,891 |
Prepaid expenses | 2,091 | 1,028 |
Deposits and other | 2,007 | 3,174 |
Total current assets | 27,193 | 37,440 |
Gaming equipment, vehicles and other equipment, net | 40,769 | 49,505 |
Deferred loan costs, net | 5,343 | 5,913 |
Goodwill | 77,617 | 60,384 |
Intangible assets, net | 101,885 | 98,664 |
Deferred tax assets | 0 | 220 |
Other assets | 3,345 | 1,702 |
Total assets | 256,152 | 253,828 |
Current liabilities | ||
Accounts payable and accrued liabilities | 22,795 | 6,247 |
Accrued interest | 499 | 448 |
Customer deposits on gaming machine leases | 22 | 0 |
Current maturities of long-term debt | 2,495 | 1,550 |
Deferred tax liability | 528 | 274 |
Total current liabilities | 26,339 | 8,519 |
Phantom unit-plan liability | 0 | 22 |
Other long-term liabilities | 0 | 67 |
Long-term debt | 164,194 | 153,377 |
Deferred tax liability - noncurrent | 1,863 | 0 |
Total liabilities | 192,396 | 161,985 |
Commitments and contingencies (Note 19) | ||
Stockholders’ Equity: | ||
Preferred stock at $0.01 par value; 100,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock at $0.01 par value; 30,000,100 shares authorized; 100 and 10,000,000 Class A Shares issued and outstanding at December 31, 2014 and 2013, respectively, and 10,000,000 Class B Shares issued and outstanding at December 31, 2014. | 100 | 100 |
Additional Paid-in capital | 99,900 | 99,900 |
Accumulated deficit | -36,532 | -8,156 |
Accumulated other comprehensive income (loss) | 288 | -1 |
Total stockholders’ equity | 63,756 | 91,843 |
Total liabilities and stockholders’ equity | $256,152 | $253,828 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Preferred stock, par value (in usd per share) | $0.01 | |
Preferred stock, shares authorized (in shares) | 100,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Common stock, par value (in usd per share) | $0.01 | |
Common stock, shares authorized (in shares) | 30,000,100 | |
Common stock, shares issued (in shares) | 10,000,100 | |
Common stock, shares outstanding (in shares) | 10,000,100 | |
Successor [Member] | ||
Allowance for trade accounts | $29 | $9 |
Preferred stock, par value (in usd per share) | $0.01 | $0.01 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 30,000,100 | 30,000,100 |
Successor [Member] | Common Class A [Member] | ||
Common stock, shares issued (in shares) | 100 | 10,000,000 |
Common stock, shares outstanding (in shares) | 100 | 10,000,000 |
Successor [Member] | Common Class B [Member] | ||
Common stock, shares issued (in shares) | 10,000,000 | 0 |
Common stock, shares outstanding (in shares) | 10,000,000 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Revenues | ||||
Gaming revenue | $1,953 | $68,981 | ||
Gaming revenue—other | 0 | 0 | ||
Equipment sales | 0 | 3,159 | ||
Total revenues | 1,953 | 72,140 | ||
Operating expenses | ||||
Gaming operating expenses | 252 | 12,243 | ||
Cost of equipment sales | 0 | 1,607 | ||
Loss on disposition of assets | 0 | 1,936 | ||
General and administrative | 867 | 22,708 | ||
Selling and marketing | 58 | 3,530 | ||
Phantom unit compensation | 0 | 0 | ||
Impairment of long lived assets | 0 | 775 | ||
Impairment of intangibles | 0 | 1,384 | ||
Impairment of goodwill | 0 | 0 | ||
Write downs and other charges | 7,469 | 2,973 | ||
Depreciation and amortization | 930 | 33,405 | ||
Total operating expenses | 9,576 | 80,561 | ||
Loss from operations | -7,623 | -8,421 | ||
Other expense (income) | ||||
Interest expense | 485 | 17,235 | ||
Interest income | 0 | -42 | ||
Loss on debt retirement | 0 | 0 | ||
Other expense (income) | -6 | 573 | ||
Loss before income taxes | -8,102 | -26,187 | ||
Income tax expense | -54 | -2,189 | ||
Net loss | -8,156 | -28,376 | ||
Foreign currency translation adjustment | -1 | 289 | ||
Total comprehensive loss | -8,157 | -28,087 | ||
Basic and diluted loss per common share: | ||||
Basic (in usd per share) | ($0.82) | ($2.84) | ||
Diluted (in usd per share) | ($0.82) | ($2.84) | ||
Weighted average common shares outstanding: | ||||
Basic (in shares) | 10,000 | 10,000 | ||
Diluted (in shares) | 10,000 | 10,000 | ||
Predecessor [Member] | ||||
Revenues | ||||
Gaming revenue | 54,108 | 54,029 | ||
Gaming revenue—other | 795 | 3,763 | ||
Equipment sales | 1,558 | 763 | ||
Total revenues | 56,461 | 58,555 | ||
Operating expenses | ||||
Gaming operating expenses | 10,088 | 12,369 | ||
Cost of equipment sales | 893 | 395 | ||
Loss on disposition of assets | 395 | 451 | ||
General and administrative | 16,092 | 14,350 | ||
Selling and marketing | 3,206 | 3,443 | ||
Phantom unit compensation | 543 | 654 | ||
Impairment of long lived assets | 3,289 | 2,711 | ||
Impairment of intangibles | 1,721 | 3,686 | ||
Impairment of goodwill | 0 | 18,679 | ||
Write downs and other charges | 4,378 | 3,664 | ||
Depreciation and amortization | 27,660 | 29,586 | ||
Total operating expenses | 68,265 | 89,988 | ||
Loss from operations | -11,804 | -31,433 | ||
Other expense (income) | ||||
Interest expense | 17,116 | 10,270 | ||
Interest income | -1,410 | -439 | ||
Loss on debt retirement | 14,661 | 0 | ||
Other expense (income) | 5 | -66 | ||
Loss before income taxes | -42,176 | -41,198 | ||
Income tax expense | 0 | 0 | ||
Net loss | -42,176 | -41,198 | ||
Foreign currency translation adjustment | 32 | 56 | ||
Total comprehensive loss | ($42,144) | ($41,142) |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders’ Equity/Member’s Deficit Statement (USD $) | Total | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Members Capital [Member] | USD ($) | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Common Stock [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||
Beginning balance at Dec. 31, 2011 | ($22,474) | ($98,927) | $468 | $75,985 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Capital contributions | 60,688 | 60,688 | ||||||||
Net loss | -41,198 | -41,198 | ||||||||
Foreign currency translation adjustment | 56 | 56 | ||||||||
Ending balance at Dec. 31, 2012 | -2,928 | -140,125 | 524 | 136,673 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -4,245 | |||||||||
Ending balance at Mar. 31, 2013 | ||||||||||
Beginning balance at Dec. 31, 2012 | -2,928 | -140,125 | 524 | 136,673 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock in connection with the acquisition, Common Stock, (in shares) | 100,000 | |||||||||
Issuance of common stock in connection with the acquisition | 100,000 | 99,900 | ||||||||
Net loss | -42,176 | |||||||||
Foreign currency translation adjustment | 32 | |||||||||
Elimination of Predecessor equity | -98,994 | 182,301 | -556 | -280,739 | ||||||
Ending balance at Dec. 20, 2013 | 98,994 | -182,301 | 556 | 280,739 | 100,000 | 99,900 | ||||
Ending balance (in shares) at Dec. 20, 2013 | 10,000,000 | 100,000 | ||||||||
Beginning balance at Dec. 31, 2012 | -2,928 | -140,125 | 524 | 136,673 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Capital contributions | 144,066 | 144,066 | ||||||||
Net loss | -42,176 | -42,176 | ||||||||
Foreign currency translation adjustment | 32 | 32 | ||||||||
Ending balance at Dec. 31, 2013 | 99,900 | |||||||||
Ending balance (in shares) at Dec. 31, 2013 | 100,000 | |||||||||
Beginning balance at Sep. 30, 2013 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -23,679 | |||||||||
Ending balance at Dec. 20, 2013 | 98,994 | 100,000 | ||||||||
Ending balance (in shares) at Dec. 20, 2013 | 10,000,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -8,156 | -8,156 | ||||||||
Foreign currency translation adjustment | -1 | -1 | ||||||||
Ending balance at Dec. 31, 2013 | 91,843 | 99,900 | -8,156 | -1 | ||||||
Ending balance (in shares) at Dec. 31, 2013 | 100,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -4,249 | |||||||||
Ending balance at Mar. 31, 2014 | ||||||||||
Beginning balance at Dec. 31, 2013 | 91,843 | 99,900 | -8,156 | -1 | ||||||
Beginning balance (in shares) at Dec. 31, 2013 | 100,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -28,376 | -28,376 | ||||||||
Foreign currency translation adjustment | 289 | 289 | ||||||||
Ending balance at Dec. 31, 2014 | 63,756 | 99,900 | -36,532 | 288 | ||||||
Ending balance (in shares) at Dec. 31, 2014 | 10,000,100 | 100,000 | ||||||||
Beginning balance at Sep. 30, 2014 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -9,250 | |||||||||
Ending balance at Dec. 31, 2014 | $63,756 | $99,900 | ||||||||
Ending balance (in shares) at Dec. 31, 2014 | 10,000,100 | 100,000 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 0 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Non-cash investing and financing activities: | |||||
Amount included in accounts payable and accrued liabilities for C2 Gaming acquisition | $0 | $11,500 | $0 | $0 | |
Successor [Member] | |||||
Cash flows from operating activities | |||||
Net loss | -8,156 | -28,376 | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 930 | 33,405 | |||
Accretion of contract rights under development agreements and customer agreements | 0 | 58 | |||
Amortization of deferred loan costs and discount | 35 | 1,242 | |||
(Recovery) provision for bad debts | 9 | -450 | |||
Payment in kind for interest on development loans | 0 | 0 | |||
Imputed interest income | 0 | -36 | |||
Loss on disposition of assets | 0 | 1,936 | |||
Impairment of prepaid royalties | 0 | 316 | |||
Impairment of long lived assets | 0 | 775 | |||
Impairment of intangible assets | 0 | 1,384 | |||
Impairment of goodwill | 0 | 0 | |||
Phantom unit plan compensation | 0 | 0 | |||
Payment on phantom unit plan | 0 | -22 | |||
Loss on debt retirement | 0 | 0 | |||
Write off of deferred loan costs | 0 | 0 | |||
Provision for deferred income taxes | 54 | 2,189 | |||
Non-cash contract rights under development agreements | 0 | 0 | |||
Changes in assets and liabilities that relate to operations: | |||||
Decrease in restricted cash | 0 | 0 | |||
(Increase) decrease in trade accounts receivable and notes receivable | -1,220 | -973 | |||
Decrease (increase) in inventories, net | 348 | 806 | |||
Increase in prepaid expenses | -60 | -1,349 | |||
Decrease (increase) in deposits and other | -247 | -241 | |||
Increase in other assets, non-current | 0 | -1,498 | |||
Increase (decrease) in accounts payable and accrued liabilities | -767 | 2,762 | |||
Increase (decrease) in due to related party | 0 | 0 | |||
Increase (decrease) in accrued interest | 448 | 532 | |||
Increase (decrease) in customer deposits on gaming machine leases | 0 | 22 | |||
Net cash provided by (used in) operating activities | -8,626 | 12,482 | |||
Cash flows from investing activities | |||||
Cash received (paid) related to the Acquisition | -214,960 | 1,428 | |||
Cash paid for C2 Gaming acquisition | 0 | -11,773 | |||
Advances under notes receivable | 0 | 0 | |||
Collections under notes receivable | 0 | 205 | |||
Increase in interest receivable | 0 | 0 | |||
Increase in Canadian tax receivable | -26 | -154 | |||
Payments received for Canadian tax refund | 0 | 0 | |||
Purchase of intangible assets | 0 | -9,259 | |||
Software development and other | -82 | -5,127 | |||
Proceeds from disposition of assets | 0 | 569 | |||
Purchases of gaming equipment, vehicles and other equipment | -1,234 | -9,811 | |||
Net cash used in investing activities | -216,302 | -33,922 | |||
Cash flows from financing activities | |||||
Member contributions | 0 | 0 | |||
Payments under notes payable | 0 | 0 | |||
Borrowings under bank credit facility | 149,382 | 0 | |||
Borrowings under the revolving facility | 0 | 10,000 | |||
Payments on debt | 0 | -2,036 | |||
Payment on early retirement of debt | 0 | 0 | |||
Proceeds from issuance of common stock | 100,000 | 0 | |||
Proceeds from employees in advance of common stock issuance | 0 | 1,969 | |||
Payment of deferred loan costs | -5,934 | -73 | |||
Net cash provided by financing activities | 243,448 | 9,860 | |||
Effect of exchange rates on cash and cash equivalents | -49 | 518 | |||
(Decrease) increase in cash and cash equivalents | 18,471 | -11,062 | |||
Cash and cash equivalents, beginning of period | 3,271 | 21,742 | |||
Cash and cash equivalents, end of period | 21,742 | 10,680 | 21,742 | ||
Supplemental cash flow information: | |||||
Cash paid during the period for interest | 0 | 15,315 | |||
Non-cash investing and financing activities: | |||||
Issuance of Seller Notes in connection with the Acquisition | 5,531 | 0 | |||
Capital expenditures funded by settlement of customer receivable | 0 | 0 | |||
Lease incentive intangible related to discounted notes receivable | 0 | 0 | |||
Financed purchase of equipment | 0 | 2,717 | |||
Extinguishment of related party debt | 0 | 0 | |||
Predecessor [Member] | |||||
Cash flows from operating activities | |||||
Net loss | -42,176 | -41,198 | -42,176 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 27,660 | 29,586 | |||
Accretion of contract rights under development agreements and customer agreements | 3,856 | 3,933 | |||
Amortization of deferred loan costs and discount | 2,454 | 1,621 | |||
(Recovery) provision for bad debts | 266 | 265 | |||
Payment in kind for interest on development loans | -543 | 0 | |||
Imputed interest income | -102 | -331 | |||
Loss on disposition of assets | 395 | 451 | |||
Impairment of prepaid royalties | 0 | 0 | |||
Impairment of long lived assets | 3,289 | 2,711 | |||
Impairment of intangible assets | 1,721 | 3,686 | |||
Impairment of goodwill | 0 | 18,679 | |||
Phantom unit plan compensation | 543 | 654 | |||
Payment on phantom unit plan | -2,103 | 0 | |||
Loss on debt retirement | 14,661 | 0 | |||
Write off of deferred loan costs | 0 | 3,014 | |||
Provision for deferred income taxes | 0 | 0 | |||
Non-cash contract rights under development agreements | -175 | -108 | |||
Changes in assets and liabilities that relate to operations: | |||||
Decrease in restricted cash | 100 | 0 | |||
(Increase) decrease in trade accounts receivable and notes receivable | 868 | 339 | |||
Decrease (increase) in inventories, net | 1,138 | -2,726 | |||
Increase in prepaid expenses | -572 | -204 | |||
Decrease (increase) in deposits and other | -1,395 | -1,000 | |||
Increase in other assets, non-current | -248 | -728 | |||
Increase (decrease) in accounts payable and accrued liabilities | 1,882 | -2,787 | |||
Increase (decrease) in due to related party | -66 | 66 | |||
Increase (decrease) in accrued interest | -2,017 | 2,017 | |||
Increase (decrease) in customer deposits on gaming machine leases | -422 | 0 | |||
Net cash provided by (used in) operating activities | 9,014 | 17,940 | |||
Cash flows from investing activities | |||||
Cash received (paid) related to the Acquisition | 0 | 0 | |||
Cash paid for C2 Gaming acquisition | 0 | 0 | |||
Advances under notes receivable | -1,460 | -7,488 | |||
Collections under notes receivable | 4,367 | 3,196 | |||
Increase in interest receivable | -60 | 0 | |||
Increase in Canadian tax receivable | -855 | -959 | |||
Payments received for Canadian tax refund | 0 | 1,181 | |||
Purchase of intangible assets | -4,364 | -22,927 | |||
Software development and other | -4,583 | -3,834 | |||
Proceeds from disposition of assets | 215 | 141 | |||
Purchases of gaming equipment, vehicles and other equipment | -20,278 | -20,177 | |||
Net cash used in investing activities | -27,018 | -50,867 | |||
Cash flows from financing activities | |||||
Member contributions | 144,066 | 50,688 | |||
Payments under notes payable | -448 | -601 | |||
Borrowings under bank credit facility | 7,500 | 117,300 | |||
Borrowings under the revolving facility | 0 | 0 | |||
Payments on debt | -130,000 | -130,626 | |||
Payment on early retirement of debt | -6,453 | 0 | |||
Proceeds from issuance of common stock | 0 | 0 | |||
Proceeds from employees in advance of common stock issuance | 0 | 0 | |||
Payment of deferred loan costs | -342 | -7,955 | |||
Net cash provided by financing activities | 14,323 | 28,806 | |||
Effect of exchange rates on cash and cash equivalents | 407 | -121 | |||
(Decrease) increase in cash and cash equivalents | -3,274 | -4,242 | |||
Cash and cash equivalents, beginning of period | 6,545 | 10,787 | 6,545 | ||
Cash and cash equivalents, end of period | 3,271 | 6,545 | |||
Supplemental cash flow information: | |||||
Cash paid during the period for interest | 15,111 | 6,633 | |||
Non-cash investing and financing activities: | |||||
Issuance of Seller Notes in connection with the Acquisition | 0 | 0 | |||
Capital expenditures funded by settlement of customer receivable | 844 | 0 | |||
Lease incentive intangible related to discounted notes receivable | 132 | 0 | |||
Financed purchase of equipment | 0 | 0 | |||
Extinguishment of related party debt | 0 | -10,000 | |||
Seller Notes [Member] | Successor [Member] | |||||
Non-cash investing and financing activities: | |||||
Interest capitalized on Seller Notes | 0 | 481 | |||
Seller Notes [Member] | Predecessor [Member] | |||||
Non-cash investing and financing activities: | |||||
Interest capitalized on Seller Notes | $0 | $0 |
Organization_and_Business
Organization and Business | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | ORGANIZATION AND BUSINESS |
Organization | |
AP Gaming Holdco, Inc. (the “Company,” “AP Gaming,” “we,” “us,” or “our”) is a leading designer and manufacturer of gaming products for the casino floor. The Company’s roots are in Class II gaming machines for the Native American gaming market with an emerging presence in a broad range of commercial markets in the United States. As of December 31, 2014, the Company had approximately 8,740 gaming machines in approximately 240 gaming facilities in 20 U.S. states, with approximately 190 gaming facilities under revenue sharing agreements and approximately 50 facilities under daily fixed fee agreements. The majority of our systems are used by Native American gaming operators in both Class II and Class III environments and the Illinois video gaming terminal, or VGT, market. Our products include electronic gaming machines, server-based systems and back-office systems that are used by casinos and other gaming locations. | |
In 2014, the Company began manufacturing and developing table games products through the acquisitions of Casino War Blackjack, Inc. (“War Blackjack”) and other intellectual property related to table games products. As of December 31, 2014, the Company had 390 table game units under monthly fixed fee arrangements. | |
The Acquisition | |
On September 16, 2013, AGS Holdings, LLC (“AGS Holdings”), AGS Capital, LLC (“AGS Capital”) and AP Gaming Acquisition, LLC (“AP Gaming Acquisition”), an indirect wholly owned subsidiary of the Company and an affiliate of Apollo Global Management, LLC (“Apollo”), entered into an Equity Purchase Agreement (as subsequently amended and restated on December 3, 2013, the “Acquisition Agreement”). The Acquisition Agreement provided for the purchase of 100% of the equity of AGS Capital from AGS Holdings, LLC (the “Acquisition”) by AP Gaming Acquisition for an aggregate purchase price of approximately $220.5 million. The Acquisition was consummated on December 20, 2013 (the “Closing Date”). | |
The Acquisition was financed in part by the Senior Secured Credit Facilities (as defined herein), which are comprised of the $155 million Term Facility and the $25 million Revolving Facility (each, as defined herein). AP Gaming I, LLC, an indirect wholly owned subsidiary of AP Gaming, is the borrower of the Senior Secured Credit Facilities, which are guaranteed by AP Gaming Holdings, LLC (“AP Gaming Holdings”), AP Gaming I, LLC’s direct parent company, and each of AP Gaming I, LLC’s direct and indirect material wholly owned domestic subsidiaries including AGS Capital. Additionally, the Company issued 10,000,000 Class A shares of common stock at $0.01 par value to Apollo Gaming Holdings, L.P. The total cost to acquire all the outstanding shares was $100,000,000. The source of the funds for the acquisition of the Company was provided by committed equity capital contributed by certain equity funds managed by Apollo. | |
C2 Gaming, LLC acquisition | |
On May 6, 2014, a wholly owned subsidiary of the Company entered into an agreement to purchase 100% of the equity of C2 Gaming, LLC (“C2 Gaming”) for $23.3 million in cash, subject to terms outlined in the Equity Purchase Agreement dated May 6, 2014 (“C2 Acquisition Agreement”). | |
Table Games | |
On July 1, 2014, a wholly owned subsidiary of the Company entered into an agreement to purchase 100% of the equity of Casino War Blackjack, Inc. (“War Blackjack”) for approximately $1.3 million in cash, subject to terms outlined in the Stock Purchase Agreement, dated July 1, 2014 (“War Blackjack Acquisition Agreement”). The acquisition closed on July 18, 2014 and was funded by available cash on hand. War Blackjack is an innovative manufacturer and developer of table and electronic games based in Las Vegas, Nevada. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||||||||||||
Basis of presentation | ||||||||||||||||||||||||||||
References to “Successor” refer to the Company on or after December 21, 2013. References to “Predecessor” refer to the Predecessor prior to December 21, 2013. The accompanying consolidated statements of operations, changes in stockholders’ equity/member’s deficit and cash flows for the year ended December 31, 2013 are presented for two periods: January 1, 2013 through December 20, 2013 (the “Predecessor Period”) and December 21, 2013 through December 31, 2013 (the “Successor Period”). The Predecessor Period reflects the historical accounting basis in the Predecessor’s assets and liabilities, while the Successor Period reflects assets and liabilities at fair value by allocating the Company’s enterprise value to its assets and liabilities pursuant to accounting guidance related to business combinations. | ||||||||||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||||||||||
The accompanying consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||||||||||||
The accompanying consolidated financial statements for the Predecessor include AGS Capital, its wholly owned subsidiaries, AGS LLC (“AGS”), AGS Partners, LLC, AGS Illinois, LLLP and American Gaming Systems Toronto, Ltd. (f/k/a GTNA Solutions Corp). All significant intercompany transactions and balances have been eliminated in consolidation. | ||||||||||||||||||||||||||||
Variable interest entities | ||||||||||||||||||||||||||||
A legal entity is referred to as a variable interest entity if, by design (1) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors that cannot make significant decisions about the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. Variable interest entities for which the Company is the primary beneficiary are consolidated. | ||||||||||||||||||||||||||||
In accordance with the guidance for the consolidation of variable interest entities, the Company analyzes our variable interests, to determine if an entity in which we have a variable interest is a variable interest entity and whether we must consolidate that variable interest entity. Our analysis includes both quantitative and qualitative reviews. | ||||||||||||||||||||||||||||
On November 19, 2013, AGS Capital created a wholly owned subsidiary, AP Gaming NV, LLC (“AP Gaming NV”) to address Nevada gaming regulatory requirements on a temporary basis. At the Acquisition date, AGS Capital sold all of the equity interest in AP Gaming NV to an officer of the Company. The Company’s officers hold management positions with AP Gaming NV and direct the operations of AP Gaming NV. As a result, the Company determined that AP Gaming NV is a Variable Interest Entity and the Company is the primary beneficiary. The Company therefore has consolidated AP Gaming NV in the accompanying consolidated financial statements. | ||||||||||||||||||||||||||||
The Company had a call option to repurchase the equity of AP Gaming NV, upon receipt of all regulatory approvals. In July 2014, the Company received regulatory approvals and exercised the call option and repurchased 100% of the equity of AP Gaming NV. The exercise of this call option had no impact on the consolidated financial statements of the Company. | ||||||||||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires the Company to make decisions based upon estimates, assumptions, and factors considered relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances may affect the outcomes of the estimates and assumptions. Accordingly, actual results could differ materially from those anticipated. | ||||||||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||||||||
Gaming Revenue | ||||||||||||||||||||||||||||
Gaming revenue is of a recurring nature and is generated by providing customers with gaming terminals, gaming terminal content licenses and back-office equipment, which are collectively referred to as gaming equipment, under participation arrangements. These participation arrangements are accounted for as operating leases pursuant to ASC 840, Leases. These arrangements are considered to be leases, as the agreements convey the right to use the equipment (i.e. gaming machines and related integral software) for a stated period of time. Under these arrangements, the Company retains ownership of the gaming equipment installed at customer facilities, and receives either revenue based on a percentage of the win per day generated by the gaming equipment or a daily fee. The majority of the Company’s leases require the Company to provide maintenance throughout the entire term of the lease. In some cases, a performance guarantee exists that, if not met, requires the Company to replace or remove the gaming machines from the customer’s floor. Whether contractually required or not, the Company develops and provides new gaming titles throughout the life of the lease. Certain arrangements require a portion of the facilities’ win per day to be set aside to be used to fund facility-specific marketing, advertising, promotions and service. These amounts are offset against revenue. Gaming revenue is also derived from the licensing of table games content and is earned and recognized on a fixed monthly rate. | ||||||||||||||||||||||||||||
Gaming Revenue - other | ||||||||||||||||||||||||||||
Licensing revenue represents the Company’s licensing of trademarked title names to a single company in the sweepstakes phone card business. The Company recognized revenue when earned. The Company terminated this agreement in the first quarter of 2013. | ||||||||||||||||||||||||||||
Equipment Sales | ||||||||||||||||||||||||||||
Revenues from the stand-alone product sales or separate accounting units are recorded when: | ||||||||||||||||||||||||||||
• | Pervasive evidence of an arrangement exists; | |||||||||||||||||||||||||||
• | The sales price is fixed and determinable; | |||||||||||||||||||||||||||
• | Delivery has occurred and services have been rendered; and | |||||||||||||||||||||||||||
• | Collectability is probable. | |||||||||||||||||||||||||||
Equipment sales are generated from the sale of gaming machines and licensing rights to game content software that is installed in the gaming machine, parts, and other ancillary equipment. Also included within the deliverables are delivery, installation and training, all of which occur within a few days of arriving at the customer location. Gaming equipment sales do not include maintenance beyond a standard warranty period. The recognition of revenue from the sale of gaming devices occurs as title and risk of loss have passed to the customer and all other revenue recognition criteria have been satisfied. As the combination of game content software and the tangible gaming device function together to deliver the product’s essential functionality, revenue from the sale of gaming devices is recognized under general revenue recognition guidance. | ||||||||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||||||||
Cash and cash equivalents consist primarily of deposits held at major banks and other marketable securities with original maturities of 90 days or less. | ||||||||||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||||||||||
Restricted cash amounts represent funds held in escrow as collateral for the Company’s surety bonds for various gaming authorities. | ||||||||||||||||||||||||||||
Notes Receivable and Development Agreements | ||||||||||||||||||||||||||||
The Company enters into development agreements to provide financing for new tribal gaming facilities or for the expansion of existing facilities. The agreements generally come in two forms. The first is in the form of a loan. Interest income is recognized on the repayment of the notes based on the stated rate or, if not stated explicitly in the development agreement, on an imputed interest rate. If the stated interest rate is deemed to be other than a market rate or zero, a discount is recorded on the note receivable as a result of the difference between the stated and market rate and a corresponding intangible is recorded. The intangible is recognized in the financial statements as a contract right under development agreement and amortized as a reduction in revenue over the term of the agreement. The second is in the form of an advance that is not expected to be repaid. These advances are accounted for as customer rights and amortized over the term of the agreement as a reduction in revenue. In both scenarios, the customer commits to a fixed number of gaming terminal placements in the facility, and the Company receives a fixed percentage of those gaming terminals’ win per day over the term of the agreement or a daily fee per gaming terminal. Certain agreements contain performance standards for the gaming terminals that could allow the facility to reduce a portion of the guaranteed floor space. In the event a portion of the guaranteed floor space is reduced, the Company would reduce the associated intangible asset. Interest income related to notes receivable is recorded as interest income in the accompanying consolidated statement of operations and comprehensive loss. | ||||||||||||||||||||||||||||
Generally, the Company utilizes the term of a contract to amortize the intangible assets associated with development agreements. The Company reviews the carrying value of these contract rights at least annually, or whenever changes in circumstances indicate the carrying value of these assets may not be recoverable. While management believes that the estimates and assumptions used in evaluating the carrying value of these assets are reasonable, different assumptions could materially affect either the carrying value or the estimated useful lives of the contract rights. | ||||||||||||||||||||||||||||
The Company accrues interest, if applicable, on its notes receivables per the terms of the agreement. Interest is not accrued on past due notes receivable, or individual amounts that the Company has determined and specifically identified as not collectible. The Company will resume accruing interest to the extent payments are being received and collectability is determined to be highly probable. | ||||||||||||||||||||||||||||
The Company assesses the impairment of notes receivable whenever events or changes in circumstances indicate the carrying value may not be realized. Impairment is measured based on the present value of the expected future cash flows and is recorded as provision for bad debts in the period of assessment. Pursuant to the Acquisition Agreement, notes receivable were retained by AGS Holdings on the Closing Date and accordingly, the Company had no allowance for notes receivable as of December 31, 2013. Additionally, the Company had no allowance for notes receivable as of December 31, 2014. | ||||||||||||||||||||||||||||
The activity related to the allowance for notes receivable for the Predecessor Period is as follows (in thousands): | ||||||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Notes Receivables | ||||||||||||||||||||||||||||
Period from January 1, 2013 through December 20, 2013 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | Ending | Ending | ||||||||||||||||||||||
Balance | Balance | Balance | Balance | |||||||||||||||||||||||||
Individually | Collectively | |||||||||||||||||||||||||||
Evaluated | Evaluated | |||||||||||||||||||||||||||
For | For | |||||||||||||||||||||||||||
Impairment | Impairment | |||||||||||||||||||||||||||
Notes receivable, current | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Notes receivable, non-current | 447 | (419 | ) | — | 126 | 154 | 154 | — | ||||||||||||||||||||
$ | 447 | $ | (419 | ) | $ | — | $ | 126 | $ | 154 | $ | 154 | $ | — | ||||||||||||||
The activity related to the allowance for notes receivable for the year ended December 31, 2012 is as follows (in thousands): | ||||||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Notes Receivables | ||||||||||||||||||||||||||||
Year ended December 31, 2012 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | Ending | Ending | ||||||||||||||||||||||
Balance | Balance | Balance | Balance | |||||||||||||||||||||||||
Individually | Collectively | |||||||||||||||||||||||||||
Evaluated | Evaluated | |||||||||||||||||||||||||||
For | For | |||||||||||||||||||||||||||
Impairment | Impairment | |||||||||||||||||||||||||||
Notes receivable, current | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Notes receivable, non-current | 8,876 | (8,876 | ) | — | 447 | 447 | 447 | — | ||||||||||||||||||||
$ | 8,876 | $ | (8,876 | ) | $ | — | $ | 447 | $ | 447 | $ | 447 | $ | — | ||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||||||||||||||||
The Company maintains an allowance for doubtful accounts related to accounts receivable and notes receivable deemed to have a high risk of collectability. The Company reviews the accounts receivable and notes receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The Company analyzes historical collection trends and changes in the customers’ payment patterns, customer concentration, and credit worthiness when evaluating the adequacy of the allowance for doubtful accounts. A large percentage of receivables are with Native American tribes that have their reservations and gaming operations in the state of Oklahoma, and the Company has concentrations of credit risk with several tribes. The Company includes any receivable balances that are determined to be uncollectible in the overall allowance for doubtful accounts. Changes in the assumptions or estimates reflecting the collectability of certain accounts could materially affect the allowance for both trade and notes receivable. | ||||||||||||||||||||||||||||
The activity related to the allowance for trade accounts receivable for the periods below are as follows (in thousands): | ||||||||||||||||||||||||||||
Successor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | 9 | $ | (36 | ) | $ | — | $ | 56 | $ | 29 | |||||||||||||||||
Successor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Period from December 21, 2013 through December 31, 2013 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | — | $ | — | $ | — | $ | 9 | $ | 9 | ||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Period from January 1, 2013 through December 20, 2013 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | 491 | $ | (80 | ) | $ | — | $ | 139 | $ | 550 | |||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Year ended December 31, 2012 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | 1,704 | $ | (1,032 | ) | $ | — | $ | (181 | ) | $ | 491 | ||||||||||||||||
Inventories | ||||||||||||||||||||||||||||
Inventories consist primarily of parts and supplies that are used to repair and maintain machinery and equipment. Inventories are stated at the lower of cost or market. Cost of inventories is determined using the first-in, first-out (“FIFO”) method for all components of inventory. The Company regularly reviews inventory quantities and updates estimates for the net realizable value of inventories. This process includes examining the carrying values of parts and ancillary equipment in comparison to the current fair market values for such equipment (less costs to sell or dispose). Some of the factors involved in this analysis include the overall levels of the inventories, the current and projected sales levels for such products, the projected markets for such products and the costs required to sell the products, including refurbishment costs. Changes in the assumptions or estimates could materially affect the inventory carrying value. | ||||||||||||||||||||||||||||
Gaming Equipment, Vehicles and Other Equipment | ||||||||||||||||||||||||||||
The cost of gaming equipment, consisting of gaming machines, file servers and other support equipment as well as vehicles and other equipment, is depreciated over their estimated useful lives, using the straight-line method. Repairs and maintenance costs are expensed as incurred. The Company routinely evaluates the estimated lives used to depreciate assets. The estimated useful lives are as follows: | ||||||||||||||||||||||||||||
Gaming equipment deployed | 3 to 6 years | |||||||||||||||||||||||||||
Vehicles and other equipment | 3 to 6 years | |||||||||||||||||||||||||||
The Company measures recoverability of assets to be held and used by comparing the carrying amount of an asset to future cash flows expected to be generated by the asset. The Company’s policy is to impair, when necessary, excess or obsolete gaming terminals on hand that it does not expect to be used. Impairment is based upon several factors, including estimated forecast of gaming terminal demand for placement into casinos. While the Company believes that the estimates and assumptions used in evaluating the carrying amount of these assets are reasonable, different assumptions could affect either the carrying amount or the estimated useful lives of the assets, which could have a significant impact on the results of operations and financial condition. The Company recognized an impairment charge for obsolete gaming terminals for the year ended December 31, 2014 of $0.8 million. The Predecessor recognized an impairment charge for obsolete gaming terminal for the Predecessor Period ended December 31, 2013 and the year ended December 31, 2012 of $3.3 million and $2.7 million, respectively. | ||||||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||||||
The Company groups its definite-lived intangible assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company groups its identifiable intangible assets and reviews them for impairment according to the groupings below: | ||||||||||||||||||||||||||||
• | Definite-lived trade name - this intangible relates to the “Gambler’s Choice” trade name that was recognized in purchase accounting in connection with the Acquisition. The Company amortizes the trade name over an estimated useful life of 7 years using the strait-line method. Our impairment analysis incorporates future expected revenues and cash flows of gaming titles operated under the Gambler’s Choice trade name in comparison to the underlying net book value of the trade name. | |||||||||||||||||||||||||||
• | Contract rights under development agreements – these intangibles relate to the discounts on development note receivables loans that have been extended to customers at interest rates that are deemed below market in exchange for a fixed number of gaming terminal placements in the customer’s facility. The Company receives a fixed percentage of those gaming terminals’ win per day over the term of the agreement or a daily fee per gaming terminal. Contract rights under development agreements are amortized over the term of the agreement as a reduction in revenue. The Company’s impairment analysis incorporates reviewing the future expected revenues and cash flows under the respective contracts in comparison to the underlying net book value of the associated intangible. | |||||||||||||||||||||||||||
• | Customer agreements and relationships – these intangibles represent either the cash advances to customers that are not expected to be repaid in exchange for a fixed number of gaming terminal placements in the customer’s facility or the value that has been assigned to the customer agreements as a result of acquisitions. The Company receives a fixed percentage of those gaming terminals’ win per day over the term of the agreement or a daily fee per gaming terminal. Customer agreements are amortized either over the term of the agreement or the expected life of the customer agreement as a reduction in revenue. The Company’s impairment analysis incorporates the reviewing future expected revenues and cash flows with these related customer under the respective contracts in comparison to the underlying net book value of the associated intangible. | |||||||||||||||||||||||||||
• | Third-party licenses – these intangibles represent the rights to license third party gaming titles that the Company has purchased for use in its gaming terminals. Third-party licenses are amortized to operating expense over the shorter of the term of the license or the expected life of the titles, whichever is shorter. The Company’s impairment analysis incorporates the future expected revenues and cash flows of the title or gaming titles in comparison to their underlying net book value of the associated intangible. | |||||||||||||||||||||||||||
• | Internally developed gaming software – these intangibles represent software development costs that are capitalized once technological feasibility has been established and are amortized when the software is placed into service. Any subsequent software maintenance costs, such as bug fixes and subsequent testing, are expensed as incurred. Discontinued software development costs are expensed when the determination to discontinue is made. Software developments costs are amortized over the expected life of the title or group of titles, if applicable, to amortization expense. | |||||||||||||||||||||||||||
• | Purchased software – these intangibles represent the license to operate the ticket-in-ticket-out (“TITO”) technology associated with many of the Company’s gaming terminals. These costs are amortized over the expected life of the underlying gaming terminal. These TITO intangible assets are included with a gaming terminal and are not transferrable to other gaming terminals once placed into service; therefore, the Company’s impairment analysis is incorporated with the Company’s review for impairment of the underlying gaming terminal. The Company evaluates the future revenues and cash flows associated with the underlying gaming terminal in comparison to the underlying net book value of the gaming terminal and associated TITO intangible asset. | |||||||||||||||||||||||||||
• | Acquired intellectual property – these intangibles represent the acquisition of intellectual property related to several table games patents and the platform and titles acquired through the acquisition of C2 Gaming. These costs are amortized over the shorter of the expected life of the patent or the period the patent is legally enforceable using the strait-line method. Our impairment analysis incorporates the reviewing of the future expected revenues and cash flows of the table game titles associated with the patents in comparison to their underlying net book value of the associated intangible. | |||||||||||||||||||||||||||
The Company reviews its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of such events or changes in circumstances include the following: | ||||||||||||||||||||||||||||
• | Definite-lived trade name – other than temporary decreases in revenue and cash flows associated with a gaming title or group operated under the Gambler’s Choice trade name. | |||||||||||||||||||||||||||
• | Contract rights under development agreements and customer agreements – (1) other than temporary decrease in revenue and cash flows associated with a particular customer; (2) reduction in amount of gaming terminal placements in the customer’s facility. | |||||||||||||||||||||||||||
• | Customer agreements and relationships – other than temporary decreases in revenue and cash flows associated with related customers under respective contracts. | |||||||||||||||||||||||||||
• | Third-party licenses – other than temporary decreases in revenue and cash flows associated with a gaming title or group of gaming titles. | |||||||||||||||||||||||||||
• | Internally developed gaming software – other than temporary decreases in revenue and associated cash flow associated with specific internally developed gaming titles. | |||||||||||||||||||||||||||
• | Purchase software – other than temporary decreases in revenue and associated cash flow associated with a specific gaming terminal. | |||||||||||||||||||||||||||
• | Acquired intellectual property – other than temporary decreases in revenue and associated cash flow associated with licensed table games titles. | |||||||||||||||||||||||||||
Impairment is reviewed at a minimum once a quarter. When the estimated undiscounted cash flows are not sufficient to recover the intangible assets’ carrying amount, an impairment loss is measured to the extent the fair value of the asset is less than its carrying amount. | ||||||||||||||||||||||||||||
The Company reviews its identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized for identifiable intangibles, other than goodwill, when indicators of impairment are present and the estimated undiscounted cash flows are not sufficient to recover the assets’ carrying amount. | ||||||||||||||||||||||||||||
The “American Gaming Systems” trade name has an indefinite useful life. The Company does not amortize the indefinite lived trade name, but instead test for possible impairment at least annually or when circumstances warrant. We perform a qualitative assessment to determine if it is more likely than not that the fair value of the asset is less than its carrying amount. If we believe, as a result of our qualitative assessment, that it is more likely than not that the fair value of the asset is less than its carrying amount, the quantitative impairment test is required. The Company performed a qualitative assessment of the “American Gaming Systems” trade name as of October 1, 2014, and determined that it is not more-likely-than-not that the fair value of the “American Gaming Systems” trade name is less than its carrying value; therefore no further impairment testing was performed. | ||||||||||||||||||||||||||||
there is only a remote likelihood that the fair value of the “American Gaming Systems” trade name is less than its carrying value, therefore no further impairment testing was performed. | ||||||||||||||||||||||||||||
Costs of Computer Software | ||||||||||||||||||||||||||||
Internally developed gaming software represents the Company’s internal costs to develop gaming titles to utilize on the Company’s gaming terminals. Internally developed gaming software is accounted for under FASB ASC Topic 985-20, Costs of Software to Be Sold, Leased or Marketed, and is stated at cost, which is amortized over the estimated useful lives of the software, generally using the straight-line method. Software development costs are capitalized once technological feasibility has been established and are amortized when the software is placed into service. Generally, the computer software we develop reaches technological feasibility when a working model of the computer software is available. Any subsequent software maintenance costs, such as bug fixes and subsequent testing, are expensed as incurred. Discontinued software development costs are expensed when the determination to discontinue is made. Software developments costs are amortized over the expected life of the title or group of titles, if applicable, to amortization expense. | ||||||||||||||||||||||||||||
On a quarterly basis, or more frequently if circumstances warrant, the Company compares the net book value of its internally developed computer software to the net realizable value on a title or group of title basis. The net realizable value is determined based upon certain assumptions, including the expected future revenues and net cash flows of the gaming titles or group of gaming titles utilizing that software, if applicable. For the year ended December 31, 2014, the Company recognized an impairment charge of $1.4 million for internally developed gaming titles that were discontinued. For the year ended December 31, 2012, the Predecessor recognized an impairment charge of $0.8 million for internally developed costs that related to a licensing agreement held by AGS Toronto, which the Company terminated in March 2013. These assets had no future value and were written off accordingly. | ||||||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||||||
The excess of the purchase price of entities that are considered to be purchases of businesses over the estimated fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0”, to determine whether it is more likely than not that the reporting units fair value is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as the general economic environment, industry and market conditions, changes in key assumptions used since the most recently performed valuation and overall financial performance of the reporting units. If the Company determines the reporting unit is not at risk of failing the qualitative assessment no impairment testing is required. If the Company determines that it is at risk of failing the qualitative assessment, the Company is required to perform an annual goodwill impairment review, and depending upon the results of that measurement, the recorded goodwill may be written down and charged to income from operations when its carrying amount exceeds its estimated fair value. The Company performed a qualitative assessment, Step 0, of goodwill as of October 1, 2014, and determined that it is not more-likely-than-not that the Company’s reporting unit’s fair value is less than its carrying value; therefore no further impairment testing was performed. | ||||||||||||||||||||||||||||
During 2014, the Company voluntarily changed the date of its annual goodwill and other indefinite-lived intangible asset impairment testing from the last day of the third quarter (September 30) to the first day of the fourth quarter (October 1). This voluntary change is preferable as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of reporting deadlines. The voluntary change in accounting principle related to the annual testing day will not delay, accelerate or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require the application of significant estimates and assumptions with the use of hindsight. Accordingly, goodwill is reviewed for possible impairment annually on October 1 or more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, or a loss of key personnel. | ||||||||||||||||||||||||||||
For the year ended December 31, 2012, the Predecessor recorded an impairment charge of $18.7 million which amounted to the entire balance of goodwill at that time. The impairment was primarily a result of actual results not meeting our long-term operating plan. | ||||||||||||||||||||||||||||
Deferred Loan Costs | ||||||||||||||||||||||||||||
Deferred loan costs consist of various debt issuance costs and are being amortized on the effective-interest method over the life of the related loans. The Company recognized amortization expense related to loan costs of $0.6 million and approximately $21,000 for the year ended December 31, 2014, and the Successor Period, respectively, which was included in interest expense in the accompanying consolidated statements of operations and comprehensive loss. The Predecessor recognized $1.2 million and $1.6 million for the Predecessor Period and the year ended December 31, 2012, respectively, which was included in interest expense in the accompanying consolidated statements of operations and comprehensive loss. | ||||||||||||||||||||||||||||
Acquisition Accounting | ||||||||||||||||||||||||||||
We follow acquisition accounting for all acquisitions that meet the business combination definition. Acquisition accounting requires us to measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest at the acquisition-date fair value. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. | ||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||||||||
The Company applies the provisions of ASC 820, “Fair Value Measurements” (ASC 820) to its financial assets and liabilities. Fair value is defined as a market-based measurement intended to estimate the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. ASC 820 also established a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows: | ||||||||||||||||||||||||||||
• | Level 1 - quoted prices in an active market for identical assets or liabilities; | |||||||||||||||||||||||||||
• | Level 2 - quoted prices in an active market for similar assets or liabilities, inputs other than quoted prices that are observable for similar assets or liabilities, inputs derived principally from or corroborated by observable market data by correlation or other means; and | |||||||||||||||||||||||||||
• | Level 3 - valuation methodology with unobservable inputs that are significant to the fair value measurement. | |||||||||||||||||||||||||||
The carrying values of the Company’s cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value because of the short term maturities of these instruments. The fair value of our long-term debt is based on the quoted market prices for similar issues (Level 2 inputs). The estimated fair value of our long-term debt as of December 31, 2014 was $170.0 million. | ||||||||||||||||||||||||||||
Accounting for Income Taxes | ||||||||||||||||||||||||||||
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that included the enactment date. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold. | ||||||||||||||||||||||||||||
Research and Development | ||||||||||||||||||||||||||||
The Company conducts research and development activities primarily to develop new gaming platforms and gaming content. These research and development costs consist primarily of salaries and benefits and are expensed as incurred. Once the technological feasibility of a project has been established, capitalization of development costs begins until the product is available for general release. Research and development expenses were $1.8 million and $28,000 for the year ended December 31, 2014 and the Successor Period, respectively, and $1.9 million and $2.1 million for the Predecessor Period and the year ended December 31, 2012, respectively, and is included as a component of general and administrative expense in the accompanying consolidated statements of operations and comprehensive loss. | ||||||||||||||||||||||||||||
Contingencies | ||||||||||||||||||||||||||||
The Company assesses its exposures to loss contingencies including claims and legal proceedings and accrues a liability if a potential loss is considered probable and the amount can be estimated. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, if the actual loss from a contingency differs from management’s estimate, there could be a material impact on the results of operations or financial position. Operating expenses, including legal fees, associated with contingencies are expensed when incurred. | ||||||||||||||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||||||||||||||
Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, trade receivables and note receivable. Cash equivalents are investment-grade, short-term debt instruments consisting of treasury bills which are maintained with high credit quality financial institutions under repurchase agreements. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. | ||||||||||||||||||||||||||||
The Company’s gaming revenue customers are concentrated in the Class II gaming and casino industry and are located primarily in Oklahoma. Certain Native American tribes or their gaming enterprise and certain commercial locations comprise a significant component of the Company’s total gaming revenue or trade receivables. However, the Company also conducts business through distributor relationships, some of which act as a collection agent. The following gaming revenue and trade receivable concentrations existed at December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||
Gaming revenue | ||||||||||||||||||||||||||||
Customer A | 30 | % | 34 | % | 35 | % | ||||||||||||||||||||||
Customer B | 8 | % | 11 | % | 9 | % | ||||||||||||||||||||||
Trade receivables | ||||||||||||||||||||||||||||
Customer A | 9 | % | — | % | ||||||||||||||||||||||||
Customer B | 7 | % | — | % | ||||||||||||||||||||||||
Customer C | 4 | % | 10 | % | ||||||||||||||||||||||||
Customer D | 4 | % | 1 | % | ||||||||||||||||||||||||
Customer E | 3 | % | — | % | ||||||||||||||||||||||||
Customer F | — | % | 9 | % | ||||||||||||||||||||||||
Customer G | — | % | 3 | % | ||||||||||||||||||||||||
Customer H | 1 | % | 2 | % | ||||||||||||||||||||||||
Foreign Currency Translation | ||||||||||||||||||||||||||||
The financial statements of the Company’s Canadian subsidiary are translated into U.S. dollars at the year-end rate of exchange for asset and liability accounts and the average rate of exchange for income statement accounts. The effects of these translations are recorded as a component of other accumulated comprehensive income (loss) in stockholders’ equity. | ||||||||||||||||||||||||||||
Advertising Costs | ||||||||||||||||||||||||||||
Advertising costs are expensed as incurred. Advertising costs for the year ended December 31, 2014, the Successor Period, the Predecessor Period and the year ended December 31, 2012 were $0.3 million, $2,000, $0.2 million and $0.3 million, respectively. | ||||||||||||||||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||||||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. These amendments in this ASU are effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard by the Company on January 1, 2014 had no material impact on the Company’s consolidated financial statements. | ||||||||||||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue from contracts with customers. The amendment outlines a single comprehensive model for entities to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2016 and may be adopted using either a full retrospective transition method or a modified retrospective transition method. Early adoption is not permitted. The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements. | ||||||||||||||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the provisions of ASU 2014-12 and assessing the impact on its financial position, results of operations or cash flows. | ||||||||||||||||||||||||||||
In August 2014, the FASB issued an accounting standards update that requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, consolidated in the aggregate, indicate that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. Currently, there is no guidance in U.S. GAAP for management's responsibility to perform an evaluation. Under the update, management's evaluation is to be performed when preparing financial statements for each annual and interim reporting period and based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The Company will adopt this standard effective January 1, 2017. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements. | ||||||||||||||||||||||||||||
Immaterial error correction | ||||||||||||||||||||||||||||
In June 2014, the Company determined costs to install and deliver leased gaming machines were being capitalized and incorrectly depreciated over the useful life of the machine rather than capitalized as initial direct costs and amortized over the term of the lease and that gaming machines associated with our gaming equipment leases in Illinois should have been depreciated over 6 years as compared to 5 years. The Company recorded adjustments for the cumulative effect of the correction in June 2014 (see Note 6). Accordingly, the Company recorded adjustments to the consolidated statements of operations and comprehensive loss and cash flows for the Predecessor Period and year ended December 31, 2012, to conform the respective periods to the current year presentation. | ||||||||||||||||||||||||||||
The cumulative effect of the adjustments to the consolidated statements of operations for the Predecessor Period resulted in an increase to gaming revenue of $31,000, an increase in gaming operating expenses of $1.0 million, an increase in selling and marketing expenses of $52,000, a decrease in depreciation and amortization of $1.3 million and a decrease in impairment of long lived assets of $75,000. The impact on net loss for the Predecessor Period was a decrease of $0.4 million. The cumulative effect of the adjustments to the consolidated statements of cash flow for the Predecessor Period, resulted in a decrease in depreciation and amortization of $1.3 million, a decrease in the decrease in impairment of long lived assets of $75,000, a decrease in the decrease in trade accounts receivable and notes receivable of $31,000, an increase in the increase in deposits and other of $0.3 million, a decrease in the decrease in other assets, non-current, of $0.6 million and a decrease in purchases of gaming equipment, vehicles and other equipment of $1.9 million. | ||||||||||||||||||||||||||||
The cumulative effect of the adjustments to the consolidated statements of operations for the year ended December 31, 2012, resulted in an increase in gaming operating expenses of $0.9 million and an increase in depreciation and amortization of $0.1 million. The impact on net loss for the year ended December 31, 2012 was an increase of $1.0 million. The cumulative effect of the adjustments to the consolidated statements of cash flow for the year ended December 31, 2012, resulted in an increase in depreciation and amortization of $0.1 million, an increase in the increase in deposits and other of $44,000, an increase in the increase in other assets, non-current, of $9,000 and a decrease in purchases of gaming equipment, vehicles and other equipment of $0.9 million. | ||||||||||||||||||||||||||||
Reclassification | ||||||||||||||||||||||||||||
The Company reclassified $1.0 million in deferred loan costs to debt discount at December 31, 2013, to conform prior year amounts with current year presentation. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Business Combinations [Abstract] | |||||||
Acquisitions | ACQUISITIONS | ||||||
The Acquisition | |||||||
As discussed in Note 1 to the consolidated financial statements, on September 16, 2013, the Company acquired, through a wholly owned subsidiary, 100% of the equity in AGS Capital from AGS Holdings. The Acquisition was consummated on December 20, 2013. | |||||||
The Acquisition was financed in part by the Senior Secured Credit Facilities, which are comprised of the $155 million Term Facility and the $25 million Revolving Facility (each, as defined herein). AP Gaming I, LLC, an indirect wholly owned subsidiary of AP Gaming, is the borrower of the Senior Secured Credit Facilities, which are guaranteed by AP Gaming Holdings, LLC (“AP Gaming Holdings”), AP Gaming I, LLC’s direct parent company, and each of AP Gaming I, LLC’s direct and indirect material wholly owned domestic subsidiaries including AGS Capital. Additionally, the Company issued 10,000,000 Class A shares of common stock at $0.01 par value to Apollo Gaming Holdings, L.P. The total cost to acquire all the outstanding shares was $100,000,000. The source of the funds for the acquisition of the Company was provided by committed equity capital contributed by certain equity funds managed by Apollo. | |||||||
The contractual purchase price of $220.3 million, a seller note of $2.2 million, the settlement of $3.3 million in contingent consideration resulting in an additional seller note of $3.3 million issued in January 2014, and a working capital reduction of $5.3 million, resulted in an aggregate purchase price of $220.5 million. The contingent consideration of $3.3 million was based on certain financial performance metrics that were achieved between signing and closing. | |||||||
The following summarizes the consideration paid for the Acquisition of AGS Capital (in thousands): | |||||||
Contractual cash purchase price | $ | 220,300 | |||||
Seller notes | 5,531 | ||||||
Working capital adjustment | (5,340 | ) | |||||
Total consideration | $ | 220,491 | |||||
The Acquisition was accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the assets or liabilities. | |||||||
During the Company’s continued review of the allocation of the purchase price to the identified tangible and intangible assets, the Company refined certain assumptions used in the calculation of the internally developed gaming software. As a result the Company reduced the value of the acquired internally developed gaming software by $1.5 million with a corresponding increase to goodwill in the first quarter of 2014. | |||||||
In the second quarter of 2014, the Company reduced the value of the acquired gaming equipment, vehicles and other equipment, net by $2.0 million with a corresponding increase to goodwill. The decrease to the gaming equipment, vehicles and other equipment, net was a result of the removal of installation and delivery costs that were included in the fair value of the gaming machines in the valuation (see Note 6). | |||||||
An allocation of the purchase price has been made to major categories of assets and liabilities based on management’s estimates. The allocation of the purchase price to the estimated fair values of the assets acquired and the liabilities assumed was as follows (in thousands): | |||||||
At December 20, 2013 | |||||||
Currents assets | $ | 17,858 | |||||
Gaming equipment, vehicles and other equipment, net | 46,734 | ||||||
Goodwill | 63,873 | ||||||
Intangible assets | 97,512 | ||||||
Other long-term assets | 1,616 | ||||||
Total assets | 227,593 | ||||||
Total liabilities | 7,102 | ||||||
Total equity purchase price | $ | 220,491 | |||||
Our estimates of the fair values of depreciable tangible assets were as follows (in thousands): | |||||||
Fair values at December 20, 2013 | Average remaining useful life (in years) | ||||||
Gaming equipment, vehicles and other | $ | 46,734 | 5-Jan | ||||
Our estimates of the fair values of identifiable intangible assets were as follows (in thousands): | |||||||
Fair values at December 20, 2013 | Average remaining useful life (in years) | ||||||
Trade name - “American Gaming Systems” | $ | 12,126 | Indefinite | ||||
Trade name - “Gambler’s Choice” | 809 | 7 | |||||
Customer agreements and relationships | 60,112 | 7 | |||||
Third party licenses | 11,520 | 5-Mar | |||||
Internally developed gaming software | 10,872 | 5-Jan | |||||
Purchased software | 2,073 | 5-Jan | |||||
$ | 97,512 | ||||||
The fair value of acquired gaming equipment, vehicles and other, was determined using cost approaches in which we determined an estimated reproduction or replacement cost, as applicable. | |||||||
The fair values of acquired finite- and indefinite-lived trade names, third party licenses and internally developed gaming software was determined using the relief from royalty method under the income approach, which is a risk-adjusted discounted cash flow approach. The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset. The relief from royalty method requires identifying the future revenue that would be impacted by the trade name, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the acquisition date. The royalty rate used in such valuation was based on a consideration of market rates for similar categories of assets. The indefinite-lived trade name relates to "American Gaming Systems" and the finite-lived trade name relates to “Gambler’s Choice”. | |||||||
The fair value of the acquired customer relationships was determined using the excess earnings method, which is a risk-adjusted discounted cash flow approach that determines the value of an intangible asset as the present value of the cash flows attributable to such asset after excluding the proportion of the cash flows that are attributable to other assets. The contribution to the cash flows that are made by other assets - such as fixed assets, working capital, workforce and other intangible assets, including trade names and internally developed gaming software and third party licenses - was estimated through contributory asset capital charges. The value of the acquired customer relationship asset is the present value of the attributed post-tax cash flows, net of the post-tax return on fair value attributed to the other assets. | |||||||
As a result of the Acquisition, the Company recognized goodwill of $63.9 million at December 31, 2014, which is deductible for tax purposes, primarily attributed to enhanced financial scale, opportunities for synergies and opportunities with other Apollo related companies and other strategic benefits. | |||||||
The following table presents the unaudited pro forma results as if the Acquisition had occurred at the beginning of the period presented (in thousands, except per share data): | |||||||
Year ended December 31, 2013 | |||||||
Revenues | $ | 58,414 | |||||
Loss from operations | (5,176 | ) | |||||
Net loss | (21,223 | ) | |||||
Basic and diluted loss per share common share | (2.13 | ) | |||||
C2 Gaming, LLC acquisition | |||||||
As discussed in Note 1 to the consolidated financial statements, on May 6, 2014, a wholly owned subsidiary of the Company entered into an agreement to purchase 100% of the equity of C2 Gaming, LLC (“C2 Gaming”) for $23.3 million in cash, subject to terms outlined in the C2 Acquisition Agreement. The acquisition was initially funded by a $10.0 million draw on our Revolving Facility (as defined herein) and available cash on hand. The consideration paid for the acquisition of C2 Gaming consisted of the following (in thousands): | |||||||
Paid at close | $ | 11,000 | |||||
One-year payment | 9,000 | ||||||
Contingent consideration | 3,000 | ||||||
Working capital adjustment | 273 | ||||||
Total consideration | $ | 23,273 | |||||
The acquisition of C2 Gaming was consummated on May 6, 2014. The one-year payment of $9.0 million is due to the sellers on the one-year anniversary of the closing of the acquisition. The contingent consideration of $3.0 million is subject to the satisfaction of certain milestones, including the submittal and approval of video slot platforms to various jurisdictions as outlined in the C2 Acquisition Agreement. As these milestones were considered to be probable of being met within one year, the $3.0 million liability approximates fair value. During the year ended December 31, 2014, the Company paid $0.5 million of the contingent consideration. The remaining purchase price is expected to be funded by existing cash or existing availability on the Revolving Facility. | |||||||
The acquisition was accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the assets or liabilities. | |||||||
An allocation of the purchase price has been made to major categories of assets and liabilities based on management’s estimates. The allocation of the purchase price to the estimated fair values of the assets acquired and the liabilities assumed was as follows (in thousands): | |||||||
At May 6, 2014 | |||||||
Current assets | $ | 545 | |||||
Gaming equipment, vehicles and other equipment | 534 | ||||||
Goodwill | 13,744 | ||||||
Intangible assets | 8,722 | ||||||
Total assets | 23,545 | ||||||
Total liabilities | 272 | ||||||
Total equity purchase price | $ | 23,273 | |||||
Our estimates of the fair values of depreciable tangible assets were as follows (in thousands): | |||||||
Fair values at May 6, 2014 | Average remaining useful life (in years) | ||||||
Gaming equipment, vehicles and other | $ | 534 | 5-Jan | ||||
Our estimates of the fair values of identifiable intangible assets were as follows (in thousands): | |||||||
Fair values at May 6, 2014 | Average remaining useful life (in years) | ||||||
Colossal platform | $ | 1,559 | 5 | ||||
Colossal titles | 2,126 | 3 | |||||
Colossal customer agreements and relationships | 5,037 | 7 | |||||
$ | 8,722 | ||||||
The estimate of the fair value of acquired gaming equipment, vehicles and other, was determined using cost approaches in which we determined an estimated reproduction or replacement cost, as applicable. | |||||||
The estimate of the fair value of the acquired Colossal platform and titles was determined using the relief from royalty method under the income approach, which is a risk-adjusted discounted cash flow approach. The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset. | |||||||
The estimate of the fair value of the acquired customer agreements and relationships was determined using the excess earnings method, which is a risk-adjusted discounted cash flow approach that determines the value of an intangible asset as the present value of the cash flows attributable to such asset after excluding the proportion of the cash flows that are attributable to other assets. | |||||||
As a result of the acquisition, the Company recorded goodwill of $13.7 million at December 31, 2014, which is deductible for tax purposes, primarily attributed to enhanced financial scale, expanded video slot platforms and other strategic benefits. Some of the values and amounts used in the initial application of purchase accounting for our consolidated balance sheet were based on estimates and assumptions. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
The following table presents the changes by component, net of tax, in accumulated other comprehensive income (loss) of the Company (in thousands): | |||||||||
Foreign currency translation | Accumulated other comprehensive income (loss) | ||||||||
December 31, 2013 | $ | (1 | ) | $ | (1 | ) | |||
Current period other comprehensive gain | 289 | 289 | |||||||
December 31, 2014 | $ | 288 | $ | 288 | |||||
Contract_Rights_Under_Developm
Contract Rights Under Development Agreements and Customer Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Contract Rights Under Development Agreements And Customer Agreements [Abstract] | |
Contract Rights Under Development Agreements and Customer Agreements | CONTRACT RIGHTS UNDER DEVELOPMENT AGREEMENTS AND CUSTOMER AGREEMENTS |
The Company enters into development agreements and placement fee agreements with certain customers to secure floor space under lease agreements for its gaming machines. Amounts paid in connection with the development agreements are repaid to the Company in accordance with the terms of the agreement, whereas placements fees are not reimbursed. Placement fees can be in the form of cash paid upfront or free lease periods and are accreted over the life of the contract and the expense is recorded as a reduction of revenue. The Company recognized $58,000 and $0 for the year ended December 31, 2014, and the Successor Period, respectively, as a reduction of revenue as accretion of contract rights under development agreements and customer agreements. The Predecessor recognized $3.9 million for both the Predecessor Period and the year ended December 31, 2012, as a reduction of revenue as accretion of contract rights under development agreements and customer agreements. | |
In connection with the Acquisition, the contract rights under development agreements and customer agreements that existed at December 20, 2013 were ascribed no value and a new intangible asset related to “Customer agreements and relationships as a result of purchase accounting related to the Acquisition” was established (see Note 7). Amortization of the fair value of this asset will be recorded in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss. |
Gaming_Equipment_Vehicles_and_
Gaming Equipment, Vehicles and Other Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Gaming Equipment, Vehicles and Other Equipment | GAMING EQUIPMENT, VEHICLES AND OTHER EQUIPMENT | |||||||
Gaming equipment, vehicles and other equipment, net consist of the following (in thousands): | ||||||||
31-Dec-14 | 31-Dec-13 | |||||||
Gaming equipment | $ | 50,516 | $ | 44,212 | ||||
Vehicles and other equipment | 6,681 | 5,770 | ||||||
Less: Accumulated depreciation | (16,428 | ) | (477 | ) | ||||
Total gaming equipment, vehicles and other equipment, net | $ | 40,769 | $ | 49,505 | ||||
The above amounts, as of December 31, 2014 and 2013, include net fair value adjustments recorded as part of purchase accounting that increased the aggregate carrying value of property and equipment as of the Closing Date (see Note 3). | ||||||||
Gaming equipment, vehicles and other equipment are depreciated over the respective useful lives of the assets ranging from three to seven years. Depreciation expense was $16.8 million, $0.5 million, $14.7 million and $14.6 million for the year ended December 31, 2014, the Successor Period, the Predecessor Period and the year ended December 31, 2012, respectively. | ||||||||
Immaterial Error Correction | ||||||||
The Company determined that costs to install and deliver leased gaming machines were being capitalized and incorrectly depreciated over the useful life of the machine rather than capitalized as initial direct costs and amortized over the term of the lease in accordance with ASC 840-20-35-2. Additionally, the Company determined the gaming machines associated with our gaming equipment leases in Illinois should have been depreciated over 6 years as compared to 5 years given this period represents the estimated term of leases in Illinois and the fact that this represents the useful life in this jurisdiction. Based on the analysis performed, the estimated fair value of gaming equipment, vehicles and other equipment acquired in the Acquisition was overstated by $2.0 million. The Company reduced gaming equipment, vehicles and other equipment by $2.0 million with a corresponding increase to goodwill in the second quarter of 2014. For activity subsequent to the Acquisition, the cumulative effect of the analysis performed as of June 30, 2014, resulted in a decrease to gaming equipment of $2.0 million, an increase to deposits and other of $0.2 million, an increase to other assets of $0.4 million. Additionally, depreciation expense was reduced by $0.3 million in June 2014 for activity related to the period from the Acquisition date to the second quarter of 2014. We have performed an evaluation to determine if the financial statement impact resulting from these errors in accounting were material, considering both quantitative and qualitative factors. Based on this materiality analysis, we concluded correcting the cumulative error would be immaterial to the current year financial statements and a correction of the errors, individually and in the aggregate, would not have a material impact to any individual prior post Acquisition period financial statements. Accordingly, we recorded the entire cumulative reduction to depreciation expense of $0.3 million ($0.03 per share) in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2014. Additionally, to conform the Predecessor financial statements to the current year presentation, the Company recorded adjustments in the Predecessor Period and the year ended December 31, 2012 (see Note 2). |
Goodwill_and_Intangibles
Goodwill and Intangibles | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Goodwill and Intangibles | GOODWILL AND INTANGIBLES | |||||||||||||||||||||||||
The carrying amount of goodwill is as follows (in thousands): | ||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Gross Carrying amount | Accumulated | Net Carrying | Gross Carrying amount | Accumulated | Net Carrying | |||||||||||||||||||||
Impairment | Value | Impairment | Value | |||||||||||||||||||||||
Goodwill | $ | 77,617 | $ | — | $ | 77,617 | $ | 60,384 | $ | — | $ | 60,384 | ||||||||||||||
As discussed in Note 2, the Company evaluates goodwill for impairment annually on October 1. The Company performed a qualitative assessment, Step 0, of goodwill as of October 1, 2014, and determined that it is not more-likely-than-not that the Company’s reporting unit’s fair value is less than its carrying value; therefore no further impairment testing was performed. | ||||||||||||||||||||||||||
Intangible assets consist of the following (in thousands): | ||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Useful life (years) | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Value | Amortization | Value | Value | Amortization | Value | |||||||||||||||||||||
Trade name - “American Gaming Systems” | Indefinite | $ | 12,126 | $ | — | $ | 12,126 | $ | 12,126 | $ | — | $ | 12,126 | |||||||||||||
Trade name - “Gambler’s Choice” | 7 | 809 | (119 | ) | 690 | 809 | (3 | ) | 806 | |||||||||||||||||
Customer agreements and relationships as a result of the Acquisition | 7 | 60,112 | (8,841 | ) | 51,271 | 60,112 | (254 | ) | 59,858 | |||||||||||||||||
Customer agreements and relationships as a result of the C2 Gaming acquisition | 7 | 5,037 | (472 | ) | 4,565 | — | — | — | ||||||||||||||||||
Customer agreements | 7-Jan | 678 | (58 | ) | 620 | — | — | — | ||||||||||||||||||
Covenants not to compete | 3 | 10 | — | 10 | — | — | — | |||||||||||||||||||
Third party licenses | 5-Mar | 11,520 | (2,437 | ) | 9,083 | 11,520 | (70 | ) | 11,450 | |||||||||||||||||
Internally developed gaming software | 5-Jan | 14,504 | (3,509 | ) | 10,995 | 12,474 | (108 | ) | 12,366 | |||||||||||||||||
Acquired intellectual property | 20-Oct | 10,965 | (811 | ) | 10,154 | — | — | — | ||||||||||||||||||
Purchased software | 5-Jan | 2,854 | (483 | ) | 2,371 | 2,076 | (18 | ) | 2,058 | |||||||||||||||||
$ | 118,615 | $ | (16,730 | ) | $ | 101,885 | $ | 99,117 | $ | (453 | ) | $ | 98,664 | |||||||||||||
The above amounts as of December 31, 2014 and December 31, 2013, include net fair value adjustments recorded as part of purchase accounting that increased the aggregate carrying value of intangible assets as and resulted in the recognition of $60.4 million in goodwill as of the Closing Date that was further adjusted to $63.9 million as of December 31, 2014 (see Note 3). The Company recognized an additional $13.7 million in goodwill as a result of the acquisition of C2 Gaming on May 6, 2014 (see Note 3). | ||||||||||||||||||||||||||
On the Closing Date, the Company recognized a $12.1 million indefinite lived asset related to the “American Gaming Systems” trade name and a $0.8 million intangible asset related to the “Gambler’s Choice” trade name with an estimated useful life of 7 years. Additionally, the Company recorded $60.1 million in customer agreements and relationships on the Closing Date as a result of the valuation. The Company reviewed the terms of the agreements and the historical relationship with their existing customers and determined an estimated useful life of 7 years. | ||||||||||||||||||||||||||
In connection with the acquisition of C2 Gaming, the Company recognized $5.0 million in customer agreements and relationships and $3.7 million in acquired intellectual property as of December 31, 2014. | ||||||||||||||||||||||||||
The Company accounted for the acquisition of Casino War Blackjack as an asset acquisition, where the acquired assets are measured by allocating the cost of the acquisition on a relative fair value basis. The cost of the acquisition was allocated to intellectual property owned by Casino War Blackjack. In addition to the acquisition of Casino War Blackjack, during the year ended December 31, 2014, the Company acquired intellectual property related to several table games patents, including $3.8 million paid to a single entity. The total acquired intellectual property for the year ended December 31, 2014 was $7.3 million. | ||||||||||||||||||||||||||
On January 9, 2012, the Predecessor entered into a definitive agreement (the “Definitive Agreement’) with Bluberi Gaming Technologies, Inc. (“Bluberi”) pursuant to which the Predecessor agreed to terminate its existing distribution agreement with Bluberi (the “Existing Distribution Agreement”) and to purchase all of Bluberi’s right, title and interest in certain game titles covered by the Existing Distribution Agreement (the “Bluberi Transaction”). In connection therewith, the Predecessor agreed to pay $22.8 million to Bluberi and to enter into a five-year service agreement with Bluberi for which the Predecessor would pay Bluberi a $2.0 million servicing fee paid ratably over the term of the service agreement and a one-time $1.0 million performance-based bonus. According to the Definitive Agreement, $3.5 million was due to Bluberi upon execution of the Definitive Agreement and $19.3 million (the “Balance”) was due no later than February 28, 2012 subject to certain restrictions as defined. At the Predecessor’s option, payment of the approximately $19.3 million could be extended one month by paying approximately $2.5 million (the “First Option Payment”) no later than February 28, 2012 and could be extended an additional month by paying approximately $2.5 million (the “Second Option Payment”) no later than March 31, 2012 with both payments applying to the Balance. On March 27, 2012, an addendum to the Definitive Agreement was executed which eliminated the Second Option Payment and replaced it with payments of approximately $0.5 million due March 30, 2012, April 6, 2012, April 13, 2012, April 20, 2012 and April 27, 2012. On May 11, 2012, the Predecessor made its final payment in accordance with the Definitive Agreement and its addendum using proceeds from the capital contribution (see Note 12). | ||||||||||||||||||||||||||
On April 2, 2012, the Predecessor entered into a Letter of Intent to purchase the assets of a video lottery terminal business for a total cash consideration of approximately $5.0 million. $1.8 million of the purchase price would be paid upon the execution of an asset purchase agreement and $3.0 million would be paid at closing. On April 5, 2012, the Predecessor paid $0.2 million (the “Lock-up Fee”) to secure a 60-day exclusivity period, to perform due diligence related to the acquisition. The Predecessor also received a license for a game title as consideration for the Lock-up Fee. The payment of the Lock-up Fee is included as part of purchased software on the accompanying consolidated financial statements. On May 31, 2012, the Predecessor terminated its Letter of Intent for the acquisition and received a license for an additional game title. | ||||||||||||||||||||||||||
On July 13, 2012, the Predecessor entered into a contract rights under development agreement with a new tribal customer for the right to place 64 Class II games in exchange for a single up-front payment of $0.6 million. The amount will be amortized over the life of the agreement. | ||||||||||||||||||||||||||
Intangibles are amortized over the respective estimated useful lives of the assets ranging from one to ten years. The weighted average useful life for our definite-live intangible assets was 6.4 years as of December 31, 2014. Amortization expense related to intangibles, inclusive of contract rights under development agreements and customer agreements, was $16.8 million, $0.5 million, $16.8 million and $19.0 million for the year ended December 31, 2014, the Successor Period, the Predecessor Period and the year ended December 31, 2012, respectively. Included in depreciation and amortization expense is amortization of internally developed software of $3.6 million, $0.1 million, $3.2 million and $3.5 million for the year ended December 31, 2014, the Successor Period, the Predecessor Period and the year ended December 31, 2012, respectively. | ||||||||||||||||||||||||||
Management reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the year ended December 31, 2014, the Company recognized an impairment charge of $1.4 million, related to the internally developed gaming titles that were discontinued. During the Predecessor Period, the Predecessor recognized an impairment charge of $1.7 million related to lease incentives paid to a customer. For the year ended December 31, 2012, the Predecessor recognized an impairment of $3.7 million, related to decreasing the carrying value of the cashless gaming system licenses required to operate certain gaming machines. | ||||||||||||||||||||||||||
As discussed in Note 2, the Company does not amortize its “American Gaming Systems” trade name, but instead tests for possible impairment at least annually or when circumstances warrant. The Company performed a qualitative assessment of the “American Gaming Systems” trade name as of October 1, 2014, and determined that it is not more-likely-than-not that the fair value of the “American Gaming Systems” trade name is less than its carrying value; therefore no further impairment testing was performed. | ||||||||||||||||||||||||||
The estimated amortization expense on software development, purchased software and intangible assets, inclusive of accretion of contract rights under development agreements and customer agreements, for each of the next five years and thereafter is as follows (in thousands): | ||||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||
2015 | $ | 17,873 | ||||||||||||||||||||||||
2016 | 17,852 | |||||||||||||||||||||||||
2017 | 14,414 | |||||||||||||||||||||||||
2018 | 13,547 | |||||||||||||||||||||||||
2019 | 10,222 | |||||||||||||||||||||||||
Thereafter | 15,851 | |||||||||||||||||||||||||
Canadian_Payroll_Tax_Receivabl
Canadian Payroll Tax Receivable | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Canadian Payroll Tax Receivable | CANADIAN PAYROLL TAX RECEIVABLE |
Certain Company expenditures incurred through its subsidiary AGS Toronto are eligible for the Ontario Interactive Digital Media Tax Credit (“OIDMTC”). The OIDMTC is a refundable payroll tax credit paid to corporations that develop interactive digital media products within Ontario. The OIDMTC is based upon the Ontario labor expenditures and eligible marketing and distribution expenditures claimed by a qualifying corporation with respect to eligible products. For a certified game developer, eligible expenses include Ontario salaries and wages. The developer must incur at least $1 million of Ontario labor expenses per year developing eligible interactive digital media games to qualify. | |
Pursuant to the Acquisition Agreement the Canadian payroll tax receivable balance, on the Closing Date, was retained by AGS Holdings. The Company has recognized a Canadian payroll tax receivable related to the OIDMTC of $0.2 million and $23,000 as of December 31, 2014 and 2013, respectively, included in other assets in the accompanying consolidated balance sheets. |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |||||||
Accounts payable and accrued liabilities consist of the following (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Trade accounts payable | $ | 1,266 | $ | 2,005 | ||||
Salary and payroll tax accrual | 3,002 | 1,660 | ||||||
Accrued commission | 351 | 318 | ||||||
C2 Gaming one-year payout (see Note 3) | 9,000 | — | ||||||
C2 Gaming contingent consideration (see Note 3) | 2,500 | — | ||||||
Proceeds from employees in advance of common stock issuance (see Note 11) | 1,969 | — | ||||||
Accrued other | 4,707 | 2,264 | ||||||
Total accounts payable and accrued liabilities | $ | 22,795 | $ | 6,247 | ||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | LONG-TERM DEBT | |||||||
Long-term debt consists of the following (in thousands): | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
$155 million Term Facility, interest above LIBOR or base rate (9.25% at December 31, 2014), net of unamortized discount of $5.0 and $5.6 million at December 31, 2014 and 2013, respectively. | $ | 148,447 | $ | 149,396 | ||||
$25 million Revolving Facility, interest above LIBOR or base rate (8.46% at December 31, 2014). | 10,000 | — | ||||||
Equipment long-term note payable | 2,230 | — | ||||||
Seller notes | 6,012 | 5,531 | ||||||
Total debt | 166,689 | 154,927 | ||||||
Less—Amounts due within one year | (2,495 | ) | (1,550 | ) | ||||
Long-term debt | $ | 164,194 | $ | 153,377 | ||||
Senior Secured Credit Facilities | ||||||||
Concurrent with the consummation of the Acquisition, on the Closing Date the Company entered into our senior secured credit facilities, which consist of a $155 million term loan facility (the “Term Facility”) and a $25 million revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Senior Secured Credit Facilities”). AP Gaming I, LLC (the “Borrower”), a wholly owned indirect subsidiary of AP Gaming, is the borrower under the Senior Secured Credit Facilities and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Nomura Securities International, Inc. acted as joint lead arrangers and joint bookrunners for the Senior Secured Credit Facilities. | ||||||||
The proceeds of the Term Facility were used by the Borrower, together with the proceeds of the equity contribution and other sources of funds, to pay the consideration for the Acquisition, to refinance the Company’s existing credit facilities and to pay the costs and expenses of the Acquisition and other related transactions. The proceeds of the Revolving Facility will be used by the Borrower from time to time for general corporate purposes and other purposes agreed to with the lenders. In May 2014, the Company drew $10.0 million on the Revolving Facility, the proceeds of which were used to partially finance the acquisition of C2 Gaming. | ||||||||
The Term Facility will mature on the seventh anniversary of the Closing Date, and the Revolving Facility will mature on the fifth anniversary of the Closing Date. The Term Facility requires scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the term loans, with the balance due at maturity. Borrowings under the Term Facility bear interest at a rate equal to, at the Borrower’s option, either LIBOR or the base rate, subject to an interest rate floor plus an applicable margin rate. Borrowings under the Revolving Facility bear interest at a rate equal to, at the Borrower’s option, either LIBOR or the base rate plus an applicable margin rate. In addition, on a quarterly basis, the Borrower is required to pay each lender under the Revolving Facility a commitment fee in respect of any unused commitments thereunder at a rate of 0.50% per annum. As of December 31, 2014, $10.0 million was outstanding under the Revolving Facility. In the first quarter of 2015 the Company drew an additional $1.0 million under the Revolving Facility. | ||||||||
The Senior Secured Credit Facilities are guaranteed by AP Gaming Holdings, the Borrower’s material, wholly owned domestic subsidiaries (subject to certain exceptions), and are secured by a pledge by AP Gaming Holdings of the Borrower’s equity interest directly held by AP Gaming Holdings and a pledge of substantially all of the existing and future property and assets of the Borrower and the subsidiary guarantors, subject to certain exceptions. The Senior Secured Credit Facilities require that the Borrower maintain a maximum net first lien leverage ratio set at a maximum of 5.5 to 1 beginning with the first quarter ending June 30, 2014. The Senior Secured Credit Facilities contain limitations on additional indebtedness, guarantees, incurrence of liens, investments and distributions, as defined. The Senior Secured Credit Facilities also contain customary events of default included in similar financing transactions, including, among others, failure to make payments when due, default under other material indebtedness, breach of covenants, breach of representations and warranties, involuntary or voluntary bankruptcy, and material judgments. The Company was in compliance with the covenants of the Senior Secured Credit Facilities at December 31, 2014. | ||||||||
In connection with the Acquisition, the Company issued two promissory notes (the “Seller Notes”) to AGS Holdings, LLC, in the amounts of $2.2 million and $3.3 million, to satisfy the conditions set forth in the Acquisition Agreement. At December 31, 2014, notes payable related to the Seller Notes totaled $6.0 million, which included $0.5 million in capitalized interest. The Seller Notes accrue interest on the unpaid principal balance at 8.5% per annum and shall be payable in United States dollars semi-annually in arrears on June 30 and December 31 (and on the Maturity Date), commencing on June 30, 2014. Any interest accrued and payable on any interest payment date will be paid by capitalizing such interest and adding it to (and thereby increasing) the outstanding principal amount of this Seller Notes. All principal under the Seller Notes are due and payable on June 18, 2021 (the “Maturity Date”). The Company may prepay from time to time all or any portion of the outstanding principal balance due under the Seller Notes. | ||||||||
In January 2014, the Company entered into a financing agreement to purchase certain gaming devices and/or systems and related equipment in the amount of $2.7 million. The agreement requires monthly payments commencing 90 days from the date of delivery with a term of 34 months at an annual fixed interest rate of 7.5%. | ||||||||
Aggregate contractual future principal payments (excluding the effects of repayments for excess cash flow) of long-term debt for the years following December 31, 2014, are as follows (in thousands): | ||||||||
Years ending December 31, | Successor | |||||||
2015 | $ | 2,495 | ||||||
2016 | 2,569 | |||||||
2017 | 1,816 | |||||||
2018 | 11,550 | |||||||
2019 | 1,550 | |||||||
Thereafter | 151,712 | |||||||
Total scheduled maturities | 171,692 | |||||||
Unamortized debt discount | (5,003 | ) | ||||||
Total long-term debt | $ | 166,689 | ||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY |
Common Stock | |
The Company is authorized to issue up to 30,000,100 shares of its common stock, $0.01 par value per share, of which 10,000,100 shares were issued and outstanding as of December 31, 2014. After the Acquisition, the Company restructured its common stock into two classes: class A voting common stock (“Class A Shares”) and class B non-voting common stock (“Class B Shares”), with Apollo Gaming Holdings, L.P. holding 10,000,000 Class A Shares. On April 28, 2014, upon receipt of all required governmental regulatory approvals, Apollo Gaming Holdings, L.P. exchanged its 10,000,000 Class A Shares for 10,000,000 Class B Shares, and the Company issued 100 Class A Shares to AP Gaming VoteCo, LLC. The holders of the Class A Shares are entitled to one vote per share on all matters to be voted on by the stockholders of the Company. The holders of the Class A Shares have no economic rights or privileges, including rights in liquidation, and have no right to receive dividends or any other distributions. The holders of the Class B Shares have no right to vote on any matter to be voted on by the stockholders of the Company. Each holder of Class B Shares is entitled to share equally, share for share, dividends declared, as well as any distributions to the stockholders, and in the event of the Company’s liquidation, dissolution or winding up, is entitled to share ratably in any remaining assets after payment of or provision for liabilities and the liquidation on preferred stock, if any. | |
On April 28, 2014, the Company issued 20,000 Class B Shares to its President and Chief Executive Officer for $0.2 million, which shares were subsequently repurchased by the Company on August 7, 2014. On August 8, 2014, the Company entered into subscription agreements to issue 196,875 Class B Shares to certain employees, which shares were issued upon the Company obtaining approval for such issuance from the Nevada Gaming Commission in January 2015. This issuance qualifies as shares issued to a “Management Holder” as defined in the Securityholders Agreement dated April 28, 2014 (the “Securityholders Agreement”). Class B Shares that are held by a Management Holder are subject to repurchase rights (the “Repurchase Rights”), as outlined in Section 6 of the Securityholders Agreement, that are contingent on the Management Holder’s termination. The Repurchase Rights enable the Company to recover the Class B Shares issued to Management Holders without transferring any appreciation of the fair value of the stock to the Management Holder upon certain terminations of the Management Holder’s employment prior to a “Qualified Public Offering”, as defined in the Securityholders Agreement. If a Management Holder’s employment is terminated by the Company prior to the consummation of a Qualified Public Offering for “Cause”, as defined in the Securityholders Agreement, or is terminated by such Management Holder without “Good Reason”, as defined in the Securityholders Agreement, then the Company shall have the right to repurchase all or any portion of the Class B Shares held by such Management Holder for the lessor of original cost and fair market value. If a Management Holder’s employment is terminated by the Company prior to the consummation of a Qualified Public Offering other than as described above and in the Securityholders Agreement, then the Company shall have the right to repurchase all or any portion of the Class B Shares held by such Management Holder for fair market value. The Qualified Public Offering represents a substantive performance condition that must be met for the Management Holder to benefit from the ownership of the shares. As a result, in accordance with ASC 718, shares issued to Management Holders are not considered issued for accounting purposes until such time that the performance condition is met. | |
As of December 31, 2014, the Company received $2.0 million in cash from certain members of management in respect of the purchase of Class B Shares. Regulatory approvals were obtained for the issuance of Class B Shares to certain employees in January 2015. As of December 31, 2014, these payments were classified within accounts payable and accrued expenses on the consolidated balance sheet. | |
Preferred Stock | |
The Company is authorized to issue up to 100,000 shares of preferred stock, $0.01 par value per share, of which none were issued as of December 31, 2014. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the preferred stock in one or more classes or series, to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding) and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by a majority of the entire Board providing for the issuance of such class or series including, without limitation, the authority to provide that any such class or series may be (a) subject to redemption at such time or times and at such price or prices, (b) entitled to receive dividends (which may be cumulative or noncumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series, (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company, or (d) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Company at such price or prices or at such rates of exchange and with such adjustments, all as may be stated in such resolution or resolutions. Notwithstanding the foregoing, the rights of each holder of the preferred stock shall be subject at all times to compliance with all gaming and other statutes, laws, rules and regulations applicable to the Company and such holder at that time. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS |
During 2010, the Predecessor entered into a separate exclusive distributor agreement with Game Ingenuity (in which a related party is a principal) to place or sell games developed utilizing Game Ingenuity intellectual property into all markets where the Company is licensed or will be licensed within one year from the placement of the first game, or as otherwise mutually agreed between the parties. During the year ended December 31, 2014, the Company incurred $0.2 million in expenses as part of this agreement. During the Predecessor Period, the Predecessor incurred $0.2 in expenses as part of this agreement. The Predecessor did not incur any expense related to this agreement for the year ended December 31, 2012. | |
During 2012, the Predecessor’s member contributed capital totaling $60.7 million to the Predecessor. $50.7 million of the 2012 contributed capital was utilized to cure debt covenant violations, repay the current obligations of debt (See Note 10), finance the final payment of the Definitive Agreement and to provide working capital for the Predecessor. $10.0 million of the 2012 contributed capital was a forgiveness of long-term debt to a related party that occurred in August 2012 associated with the Predecessor entering the Initial Term Loan. | |
For the Predecessor Period and the year ended December 31, 2012, the Predecessor paid Alpine Management Services, III LLC $0.3 million and $0.2 million, respectively, for consulting services. | |
In July 2014, the Company entered into an agreement to purchase intellectual property developed by an employee of the Company. The Company pays royalties to the employee based on revenue generated from games developed by the employee. For the year ended December 31, 2014, the Company incurred $519 in expense as part of the agreement. |
Write_Downs_and_Other_Charges
Write Downs and Other Charges | 12 Months Ended |
Dec. 31, 2014 | |
Write Downs And Other Charges [Abstract] | |
Write Downs and Other Charges | WRITE DOWNS AND OTHER CHARGES |
The consolidated statements of operation and comprehensive loss include various non-routine transactions and related party consulting fees. For the year ended December 31, 2014, the Company recognized $3.0 million in write-downs and other charges primarily related to the impairment of prepaid royalties, fees related to the acquisition of C2 Gaming and other professional fees. For the Successor Period the Company recognized $7.5 million in write-downs and other charges for fees related to the Acquisition. For the Predecessor Period, the Predecessor recognized $4.4 million in write downs and other charges that primarily consisted of $3.9 million in fees related to the Acquisition and $0.3 million for consulting fees paid to a related party. For the year ended December 31, 2012, the Company had $3.7 million in write downs and other charges that consisted of $3.5 million of costs related to the write off of debt issue costs related to the 2007 UBS debt agreement and other costs incurred in conjunction with an unsuccessful financing transaction as well as $0.2 million for consulting fees paid to a related party. |
Basic_and_Diluted_Loss_Per_Sha
Basic and Diluted Loss Per Share | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | BASIC AND DILUTED LOSS PER SHARE |
The Company computes net loss per share in accordance with accounting guidance that requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations and comprehensive loss. Basic EPS is computed by dividing net loss for the period by the weighted average number of shares outstanding during the period. Basic EPS excludes Class B Shares issued to Management Holders until the performance condition or termination event is considered probable (see Note 11). Class B Shares issued to Management Holders will be included in the calculation of Diluted EPS using the treasury stock method. Diluted EPS is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, increased by potentially dilutive common shares that were outstanding during the period. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. Potentially dilutive common shares include stock options and restricted stock (see Note 16). Excluded from the calculation of diluted EPS for the year ended December 31, 2014, were 50,000 restricted shares, as such securities were anti-dilutive. There were no potentially dilutive securities during the Successor Period. |
Benefit_Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | BENEFIT PLANS |
The Predecessor implemented the AGS Holdings Inc. Phantom Units Plan (the “Plan”) which was intended to reinforce and encourage the continued attention and dedication of certain Covered Executives (as defined) to their assigned duties to the Predecessor until a Change in Control (as defined) has occurred. Units of the Plan have been issued as a percentage and in terms of number of units within the Plan at a strike price of $56.0 million and vest over a period of up to four years. The value of the units was determined as the product of the percentage held in the Plan and the summation of the enterprise value of the Company less the net debt of the Company less the strike price. During 2013, $2.1 million was paid out under the terms of the Plan. During the second quarter of 2014, the Plan was finalized and settled resulting in a payment of approximately $22,000 to Plan unit holders. | |
The Company has established a 401(k) defined contribution plan (the “401(k) Plan”) for its employees. The 401(k) Plan allows employees to contribute up to 15% of their pretax earnings, and the Company may match a percentage of the contributions on a discretionary basis. The expense associated with the 401(k) Plan for year ended December 31, 2014, the Successor Period, the Predecessor Period and the year ended December 31, 2012 was $0.3 million, $7,000, $0.2 million and $0.2 million, respectively. | |
On April 28, 2014, the Board of Directors of the Company approved the 2014 Long-Term Incentive Plan (“LTIP”). Under the LTIP, the Company is authorized to grant nonqualified stock options, rights to purchase Class B Shares, restricted stock, restricted stock units and other awards to be settled in, or based upon, Class B Shares to persons who are directors and employees of and consultants to the Company or any of its subsidiaries on the date of the grant. The LTIP will terminate ten years after approval by the Board. Subject to adjustments in connection with certain changes in capitalization, the maximum number of Class B Shares that may be delivered pursuant to awards under the LTIP is 1,250,000. | |
On April 28, 2014, in connection with the approval of the LTIP, the President and Chief Executive Officer of the Company acquired (i) 20,000 Class B Shares (as described above), (ii) an aggregate of 50,000 restricted shares of Class B Shares, which vest in five equal installments on each of the first five anniversaries of the grant date of such restricted shares, subject to partial acceleration upon the occurrence of certain terminations of employment, (iii) a fully vested option to purchase 30,000 Class B Shares under the LTIP and (iv) an option to purchase 225,000 Class B Shares under the LTIP, which option will vest as described in Note 16. On August 7, 2014, the Company repurchased the 20,000 Class B shares issued to the Chief Executive Officer and on August 8, 2014, the Company entered into subscription agreements with certain employees to issue 196,875 Class B Shares, which shares were issued upon the Company obtaining approval for such issuance from the Nevada Gaming Commission in January 2015. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Share-Based Compensation | SHARE-BASED COMPENSATION | |||||||||||
Stock Options | ||||||||||||
During the year ended December 31, 2014, the Company granted stock awards to eligible participants under the LTIP. The stock awards include options to purchase the Company’s Class B Shares. These stock options include a combination of service and market conditions, as further described below. In addition, these stock options include a performance vesting condition, a Qualified Public Offering (see Note 11), which is not considered to be probable as of December 31, 2014. As a result, no share-based compensation expense for stock options was recognized in the year ended December 31, 2014 and none will be recognized for these stock awards until the performance condition is considered to be probable. When the performance condition is considered probable, the stock awards will vest in accordance with the underlying service and market conditions. | ||||||||||||
The terms of the options granted in each of the year ended December 31, 2014 are further described below: | ||||||||||||
On April 28, 2014, the Company granted fully vested stock options to purchase 30,000 Class B Shares of with an exercise price of $10 per share. The options expire on the second anniversary of the grant date. | ||||||||||||
The Company granted stock options to purchase 225,000 and 321,250 Class B Shares on April 28, 2014 and August 8, 2014, respectively, with an exercise price of $10 per share. These stock options were designated as Tranche A options, Tranche B options, and Tranche C options, collectively “the Options”, as discussed below. The Options expire on the tenth anniversary of the grant date. | ||||||||||||
The 182,082 Tranche A options granted become exercisable in five equal installments on each of the first five anniversaries of the grant date, or immediately upon a change in control, subject to the optionee’s continued employment with the Company through these dates. | ||||||||||||
The 182,084 Tranche B options granted become exercisable upon the optionee’s continued employment with the Company or its subsidiaries through the first date that the Investor (as defined in the LTIP) achieves an internal rate of return (“Investor IRR”), as defined in the LTIP, equal to or in excess of 20%, subject to a minimum cash-on-cash return of 2.5 times the Investor investment (the “Tranche B Targets”) on or after the date of such an event. In the event of a change in control upon which the Tranche B Targets are achieved, all outstanding unvested Tranche B options will immediately vest. | ||||||||||||
The 182,084 Tranche C options granted become exercisable upon the optionee’s continued employment with the Company or its subsidiaries through the first date that the Investor achieves an Investor IRR equal to or in excess of 25%, subject to a minimum cash-on-cash return of 3.0 times the Investor investment (the “Tranche C Targets”) on or after the date of such an event. In the event of a change in control upon which the Tranche C Targets are achieved, all outstanding unvested Tranche C options will immediately vest. | ||||||||||||
The Company calculated the grant date fair value of the fully vested stock options and the Tranche A options using the Black Scholes model, and the Tranche B and Tranche C options using a lattice-based option valuation model. The assumptions used in these calculations are noted in the following table. Expected volatilities are based on implied volatilities from comparable companies. The expected time to liquidity is based on management’s estimate. The risk-free rate is based on the U.S. Treasury yield curve for a term equivalent to the estimated time to liquidity. The expected dividend yield is 0% for all stock awards. The grant date fair value and related assumptions for options granted during the year ended December 31, 2014, were as follows: | ||||||||||||
Tranche | Grant Date | Outstanding | Fair Value (Per Share) | Total Fair Value | Assumptions | |||||||
Fully vested options | 28-Apr-14 | 30,000 | $ | 4.07 | $ | 122,021 | ||||||
Risk free interest rate | 0.4 | % | ||||||||||
Expected term | 2 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Tranche A Options | 28-Apr-14 | 75,000 | $ | 6.53 | $ | 489,888 | ||||||
Risk free interest rate | 2.2 | % | ||||||||||
Expected term | 6.5 years | |||||||||||
Expected volatility | 70 | % | ||||||||||
Tranche B Options | 28-Apr-14 | 75,000 | $ | 5.18 | $ | 388,514 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.6 | % | ||||||||||
Tranche C Options | 28-Apr-14 | 75,000 | $ | 4.79 | $ | 359,476 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.6 | % | ||||||||||
Tranche A Options | 8-Aug-14 | 107,082 | $ | 6.51 | $ | 697,231 | ||||||
Risk free interest rate | 2 | % | ||||||||||
Expected term | 6.5 years | |||||||||||
Expected volatility | 70 | % | ||||||||||
Tranche B Options | 8-Aug-14 | 107,084 | $ | 5.08 | $ | 543,933 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.2 | % | ||||||||||
Tranche C Options | 8-Aug-14 | 107,084 | $ | 4.66 | $ | 498,925 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.2 | % | ||||||||||
Total | 576,250 | $ | 3,099,988 | |||||||||
No Options were cancelled or forfeited during the year ended December 31, 2014. | ||||||||||||
Restricted Stock | ||||||||||||
During the year ended December 31, 2014, the Company granted restricted Class B Shares that vest in five equal installments on each of the first five anniversaries of the grant date. This restricted stock includes a service condition and a performance vesting condition (a Qualified Public Offering), which is not considered to be probable of occurring as of December 31, 2014. As a result, no share-based compensation expense was recognized in the year ended December 31, 2014, and none will be recognized for restricted stock until the performance condition is considered to be probable. When the performance condition is considered probable, the stock awards will vest in accordance with the underlying service condition. | ||||||||||||
On April 28, 2014, the Company issued 50,000 restricted Class B Shares that vest in five equal installments on each of the first five anniversaries of the grant date. The fair value of the the restricted stock granted on April 28, 2014, was $10 per share of restricted stock. | ||||||||||||
No restricted stock was cancelled or forfeited during either the year ended December 31, 2014 or the Successor Period. |
Restructuring
Restructuring | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Restructuring | RESTRUCTURING | |||||||||||||||||||
In June 2014, the Company took steps to reduce current and future expenses by reducing staff in our technology and game development division that operated primarily out of our Toronto location. The Las Vegas location now serves as the primary location for our technology and game development division. The Company entered into retention agreements with certain employees that extend through July 2015. During the year ended December 31, 2014, the Company expensed approximately $1.2 million in restructuring costs related to termination benefits and expects to incur an additional $0.4 million related to retention agreements with certain employees. | ||||||||||||||||||||
The following table summarizes the change in our severance accrual for the year ended December 31, 2014 (in thousands), which is included in accounts payable and accrued liabilities in the consolidated balance sheets: | ||||||||||||||||||||
Successor | ||||||||||||||||||||
31-Dec-13 | Charge to expense | Cash paid | Costs settled | 31-Dec-14 | ||||||||||||||||
Accrued severance | $ | — | $ | 894 | $ | 767 | $ | — | $ | 127 | ||||||||||
Accrued retention bonuses | — | 273 | — | — | 273 | |||||||||||||||
Total | $ | — | $ | 1,167 | $ | 767 | $ | — | $ | 400 | ||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
Income Taxes | INCOME TAXES | ||||||||||||||||
The provision for income tax expense consisted of the following (in thousands): | |||||||||||||||||
Successor | Predecessor | ||||||||||||||||
Year Ended December 31, 2014 | Period December 21, 2013 through December 31, 2013 | Period January 1, 2013 through December 20, 2013 | Year Ended December 31, 2012 | ||||||||||||||
Deferred: | |||||||||||||||||
Federal | $ | 2,005 | $ | 50 | $ | — | $ | — | |||||||||
State | 184 | 4 | — | — | |||||||||||||
Income tax expense | $ | 2,189 | $ | 54 | $ | — | $ | — | |||||||||
The reconciliation of income tax at the federal statutory rate to the actual effective income tax rate (benefit) is as follows: | |||||||||||||||||
Successor | Predecessor | ||||||||||||||||
Year ended December 31, 2014 | Period December 21 through December 31, 2013 | Period January 1, 2013 through December 20, 2013 | Year ended December 31, 2012 | ||||||||||||||
Federal statutory rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | (34.0 | )% | |||||||||
Non-taxable entities | — | % | — | % | 32.7 | % | 34.5 | % | |||||||||
Foreign rate differential | — | % | — | % | (0.5 | )% | 0.1 | % | |||||||||
State income taxes, net of federal benefit | (0.8 | )% | (3.1 | )% | — | % | — | % | |||||||||
Permanent differences | 0.2 | % | — | % | — | % | — | % | |||||||||
Other differences | 0.4 | % | — | % | — | % | — | % | |||||||||
Valuation allowance | 42.6 | % | 37.8 | % | 1.8 | % | (0.6 | )% | |||||||||
8.4 | % | 0.7 | % | — | % | — | % | ||||||||||
The components of the net deferred tax liability consist of the following (in thousands): | |||||||||||||||||
Successor | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Current: | |||||||||||||||||
Accrued expenses | $ | 845 | $ | — | |||||||||||||
Allowance for bad debt | 3 | 3 | |||||||||||||||
Total current | 848 | 3 | |||||||||||||||
Valuation allowance | (731 | ) | (3 | ) | |||||||||||||
Net current deferred tax asset | 117 | — | |||||||||||||||
Noncurrent: | |||||||||||||||||
Net operating loss carryforwards | 8,830 | 495 | |||||||||||||||
Amortization expense (identifiable intangibles) | 3,796 | 106 | |||||||||||||||
Transaction costs | 3,572 | 2,765 | |||||||||||||||
Impairment of prepaids | 117 | — | |||||||||||||||
Other | 49 | — | |||||||||||||||
Total noncurrent | 16,364 | 3,366 | |||||||||||||||
Valuation allowance | (14,203 | ) | (3,055 | ) | |||||||||||||
Net noncurrent deferred tax asset | 2,161 | 311 | |||||||||||||||
Deferred tax asset | 2,278 | 311 | |||||||||||||||
Deferred tax liabilities: | |||||||||||||||||
Current: | |||||||||||||||||
Prepaid expenses and other | (645 | ) | (275 | ) | |||||||||||||
Total current deferred tax liabilities | (645 | ) | (275 | ) | |||||||||||||
Noncurrent: | |||||||||||||||||
Amortization expense (indefinite life intangibles) | (2,236 | ) | (54 | ) | |||||||||||||
Depreciation expense | (1,633 | ) | (36 | ) | |||||||||||||
Currency translation adjustment | (155 | ) | — | ||||||||||||||
Total noncurrent deferred tax liability | (4,024 | ) | (90 | ) | |||||||||||||
Deferred tax liability | (4,669 | ) | (365 | ) | |||||||||||||
Net deferred tax liability | $ | (2,391 | ) | $ | (54 | ) | |||||||||||
The net deferred tax liability is classified in the accompanying consolidated balance sheets as follows (in thousands): | |||||||||||||||||
Successor | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Deferred tax asset - noncurrent | $ | — | $ | 220 | |||||||||||||
Deferred tax liability - current | (528 | ) | (274 | ) | |||||||||||||
Deferred tax liability - noncurrent | (1,863 | ) | — | ||||||||||||||
Net deferred tax liability | $ | (2,391 | ) | $ | (54 | ) | |||||||||||
In assessing whether deferred tax assets can be realized, we consider whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. We assess whether deferred tax assets can be realized on a quarterly basis and have concluded that it is not more likely than not to recognize certain deferred tax assets. This assessment evaluated all positive and negative evidence in determining the need for a valuation allowance. As a result, a valuation allowance was recorded against deferred tax assets to the extent the Company determined they were not realizable. | |||||||||||||||||
Accounting standards for accounting for uncertain tax positions require that tax positions be assessed using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50% likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. It is the policy of the Company to recognize penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2014, we have not recorded a reserve for uncertain tax positions or penalties and interest nor do we anticipate a significant change to the reserve for uncertain tax positions in the next 12 months. | |||||||||||||||||
We file federal and state income tax returns in the United States (“U.S.”) that are subject to examination by the IRS. Our initial federal and state income tax returns was filed for the Successor Period as of December 31, 2013. At December 31, 2014, the Company had net operating loss carryforwards of $23.8 million for federal income tax purposes that expire beginning in 2033. At December 31, 2014, the Company has net operating loss carryforwards of $22.0 million for state income tax purposes that expire beginning in 2018. At December 31, 2014, the Company had net operating loss carryforwards of $2.5 million for Canadian income tax purposes that expire beginning in 2030. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES | |||
Leases | ||||
The Company leases administrative and warehouse facilities and certain equipment under non-cancelable operating leases. Rent expense was $0.8 million, $22,000, $0.6 million and $0.7 million for the year ended December 31, 2014, the Successor Period, the Predecessor Period and the year ended December 31, 2012, respectively. | ||||
Future minimum lease payments under these leases in excess of one year as of December 31, 2014 are as follows (in thousands): | ||||
For the year ended December 31, | Successor | |||
2015 | $ | 803 | ||
2016 | 806 | |||
2017 | 784 | |||
2018 | 812 | |||
2019 | 841 | |||
Thereafter | 1,245 | |||
Total | $ | 5,291 | ||
Other commitments and contingencies | ||||
The Company is subject to federal, state and Native American laws and regulations that affect both its general commercial relationships with its Native American tribal customers, as well as the products and services provided to them. Periodically, the Company reviews the status of each significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. If a potential loss from any claim or legal proceeding is considered reasonably possible, the Company discloses an estimate of the possible loss or range of possible loss, or a statement that such an estimate cannot be made. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to their pending claims and litigation and may revise their estimates. Such revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial condition. | ||||
On October 11, 2011, the Company entered into a licensing agreement with Ripley’s Entertainment to develop casino games based in the “Ripley’s Believe it or Not” brand. The licensing agreement which, guarantees Ripley’s Entertainment $0.6 million in royalties, commenced upon the execution of the agreement and expires on September 30, 2015, subject to one year renewals at the option of the Company. The Company paid a prepaid royalty of $0.2 million upon execution of the agreement and paid an additional $0.2 million in each of October 2012 and October 2014 under the terms of the agreement. | ||||
On May 14, 2012, the Company entered into a licensing agreement with One Three Television, LLC (“One Three”) to develop casino games based in the “Are You Smarter than a 5th Grader” brand. The licensing agreement which, guarantees One Three $0.4 million in royalties, commenced on May 8, 2012 and expires on December 1, 2017 subject to a two year renewal at the option of the Company. The Company paid a prepaid royalty of $0.2 million upon execution of the agreement and in December 2012 an additional $0.1 million was advanced under the terms of the agreement. | ||||
On October 5, 2012, the Company entered into a licensing agreement with Freemantle Media North America, Inc. (“Freemantle”) to develop casino games based in the “Family Feud” brand. The licensing agreement which, guarantees Freemantle $0.7 million in royalties, commenced on October 5, 2012 and expires on December 31, 2017 subject to a three year renewal at the option of the Company. The Company paid a prepaid royalty of $0.2 million upon execution of the agreement and advanced an additional $0.2 million in October 2014 under the terms of the agreement. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (in thousands) | ||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||
Successor | |||||||||||||||||||||
Quarter ended March 31, 2014 | Quarter ended June 30, 2014 | Quarter ended September 30, 2014 | Quarter ended December 31, 2014 | ||||||||||||||||||
Consolidated Income Statement Data: | |||||||||||||||||||||
Revenues | $ | 17,158 | $ | 17,428 | $ | 18,836 | $ | 18,718 | |||||||||||||
Income (loss) from operations | 695 | (1,468 | ) | (3,432 | ) | (4,216 | ) | ||||||||||||||
Net loss | (4,249 | ) | (6,203 | ) | (8,674 | ) | (9,250 | ) | |||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
Predecessor | Successor | ||||||||||||||||||||
Quarter ended March 31, 2013 | Quarter ended June 30, 2013 | Quarter ended September 30, 2013 | Period from October 1, 2013 through December 20, 2013 | Period from December 21, 2013 through December 31, 2013 | |||||||||||||||||
Consolidated Income Statement Data: | |||||||||||||||||||||
Revenues | $ | 15,419 | $ | 13,804 | $ | 14,768 | $ | 12,470 | $ | 1,953 | |||||||||||
Loss from operations | (240 | ) | (1,413 | ) | (5,199 | ) | (4,952 | ) | (7,623 | ) | |||||||||||
Net loss | (4,245 | ) | (5,946 | ) | (8,306 | ) | (23,679 | ) | (8,156 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS |
In connection with the preparation of its consolidated financial statements as of and for the year ended December 31, 2014, the Company has evaluated subsequent events through March 31, 2015, to determine whether any of these events required recognition or disclosure in the 2014 financial statements, as required by FASB ASC Topic 855, Subsequent Events. | |
On March 11, 2015, the Company entered into subscription agreements to issue 20,673 Class B Shares to Management Holders, and option agreements to purchase 95,625 Class B Shares to Management Holders under the LTIP. Additionally, the 12,000 Class B shares previously issued to the Company’s prior Chief Financial Officer on August 8, 2014 were repurchased by the Company on March 16, 2015. | |
On March 30, 2015, AGS, LLC (“AGS”), a subsidiary of the Company, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Amaya Inc., a corporation organized under the laws of Quebec (“Seller”), and Cadillac Jack, Inc., a Georgia corporation (“Cadillac Jack”). Pursuant to the terms of the Stock Purchase Agreement, AGS will purchase from Seller, through a series of transactions, all of the issued and outstanding common stock, par value $0.01 per share, of Cadillac Jack (the “Cadillac Jack Acquisition”), for an aggregate consideration comprised of (i) $370.0 million in cash, subject to certain adjustments, and (ii) a promissory note with an initial principal amount of $12.0 million, as it may be adjusted pursuant to the terms of the Stock Purchase Agreement. In addition, in connection with AGS’s signing of the Stock Purchase Agreement, the Company and AP Gaming I, LLC, a subsidiary of the Company, obtained binding commitment letters from third party lenders to provide debt financing in an amount, together with a separate commitment by the Company to provide equity financing, sufficient to permit AGS to consummate the Cadillac Jack Acquisition. The closing of the Cadillac Jack Acquisition is subject to customary closing conditions. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of presentation | Basis of presentation | |
References to “Successor” refer to the Company on or after December 21, 2013. References to “Predecessor” refer to the Predecessor prior to December 21, 2013. The accompanying consolidated statements of operations, changes in stockholders’ equity/member’s deficit and cash flows for the year ended December 31, 2013 are presented for two periods: January 1, 2013 through December 20, 2013 (the “Predecessor Period”) and December 21, 2013 through December 31, 2013 (the “Successor Period”). The Predecessor Period reflects the historical accounting basis in the Predecessor’s assets and liabilities, while the Successor Period reflects assets and liabilities at fair value by allocating the Company’s enterprise value to its assets and liabilities pursuant to accounting guidance related to business combinations. | ||
Principles of Consolidation | Principles of Consolidation | |
The accompanying consolidated financial statements include the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | ||
The accompanying consolidated financial statements for the Predecessor include AGS Capital, its wholly owned subsidiaries, AGS LLC (“AGS”), AGS Partners, LLC, AGS Illinois, LLLP and American Gaming Systems Toronto, Ltd. (f/k/a GTNA Solutions Corp). All significant intercompany transactions and balances have been eliminated in consolidation. | ||
Variable interest entities | Variable interest entities | |
A legal entity is referred to as a variable interest entity if, by design (1) the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors that cannot make significant decisions about the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. Variable interest entities for which the Company is the primary beneficiary are consolidated. | ||
In accordance with the guidance for the consolidation of variable interest entities, the Company analyzes our variable interests, to determine if an entity in which we have a variable interest is a variable interest entity and whether we must consolidate that variable interest entity. Our analysis includes both quantitative and qualitative reviews. | ||
Use of Estimates | Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires the Company to make decisions based upon estimates, assumptions, and factors considered relevant to the circumstances. Such decisions include the selection of applicable accounting principles and the use of judgment in their application, the results of which impact reported amounts and disclosures. Changes in future economic conditions or other business circumstances may affect the outcomes of the estimates and assumptions. Accordingly, actual results could differ materially from those anticipated. | ||
Revenue Recognition | Revenue Recognition | |
Gaming Revenue | ||
Gaming revenue is of a recurring nature and is generated by providing customers with gaming terminals, gaming terminal content licenses and back-office equipment, which are collectively referred to as gaming equipment, under participation arrangements. These participation arrangements are accounted for as operating leases pursuant to ASC 840, Leases. These arrangements are considered to be leases, as the agreements convey the right to use the equipment (i.e. gaming machines and related integral software) for a stated period of time. Under these arrangements, the Company retains ownership of the gaming equipment installed at customer facilities, and receives either revenue based on a percentage of the win per day generated by the gaming equipment or a daily fee. The majority of the Company’s leases require the Company to provide maintenance throughout the entire term of the lease. In some cases, a performance guarantee exists that, if not met, requires the Company to replace or remove the gaming machines from the customer’s floor. Whether contractually required or not, the Company develops and provides new gaming titles throughout the life of the lease. Certain arrangements require a portion of the facilities’ win per day to be set aside to be used to fund facility-specific marketing, advertising, promotions and service. These amounts are offset against revenue. Gaming revenue is also derived from the licensing of table games content and is earned and recognized on a fixed monthly rate. | ||
Gaming Revenue - other | ||
Licensing revenue represents the Company’s licensing of trademarked title names to a single company in the sweepstakes phone card business. The Company recognized revenue when earned. The Company terminated this agreement in the first quarter of 2013. | ||
Equipment Sales | ||
Revenues from the stand-alone product sales or separate accounting units are recorded when: | ||
• | Pervasive evidence of an arrangement exists; | |
• | The sales price is fixed and determinable; | |
• | Delivery has occurred and services have been rendered; and | |
• | Collectability is probable. | |
Equipment sales are generated from the sale of gaming machines and licensing rights to game content software that is installed in the gaming machine, parts, and other ancillary equipment. Also included within the deliverables are delivery, installation and training, all of which occur within a few days of arriving at the customer location. Gaming equipment sales do not include maintenance beyond a standard warranty period. The recognition of revenue from the sale of gaming devices occurs as title and risk of loss have passed to the customer and all other revenue recognition criteria have been satisfied. As the combination of game content software and the tangible gaming device function together to deliver the product’s essential functionality, revenue from the sale of gaming devices is recognized under general revenue recognition guidance. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents consist primarily of deposits held at major banks and other marketable securities with original maturities of 90 days or less. | ||
Restricted Cash | Restricted Cash | |
Restricted cash amounts represent funds held in escrow as collateral for the Company’s surety bonds for various gaming authorities. | ||
Notes Receivable and Development Agreements | Notes Receivable and Development Agreements | |
The Company enters into development agreements to provide financing for new tribal gaming facilities or for the expansion of existing facilities. The agreements generally come in two forms. The first is in the form of a loan. Interest income is recognized on the repayment of the notes based on the stated rate or, if not stated explicitly in the development agreement, on an imputed interest rate. If the stated interest rate is deemed to be other than a market rate or zero, a discount is recorded on the note receivable as a result of the difference between the stated and market rate and a corresponding intangible is recorded. The intangible is recognized in the financial statements as a contract right under development agreement and amortized as a reduction in revenue over the term of the agreement. The second is in the form of an advance that is not expected to be repaid. These advances are accounted for as customer rights and amortized over the term of the agreement as a reduction in revenue. In both scenarios, the customer commits to a fixed number of gaming terminal placements in the facility, and the Company receives a fixed percentage of those gaming terminals’ win per day over the term of the agreement or a daily fee per gaming terminal. Certain agreements contain performance standards for the gaming terminals that could allow the facility to reduce a portion of the guaranteed floor space. In the event a portion of the guaranteed floor space is reduced, the Company would reduce the associated intangible asset. Interest income related to notes receivable is recorded as interest income in the accompanying consolidated statement of operations and comprehensive loss. | ||
Generally, the Company utilizes the term of a contract to amortize the intangible assets associated with development agreements. The Company reviews the carrying value of these contract rights at least annually, or whenever changes in circumstances indicate the carrying value of these assets may not be recoverable. While management believes that the estimates and assumptions used in evaluating the carrying value of these assets are reasonable, different assumptions could materially affect either the carrying value or the estimated useful lives of the contract rights. | ||
The Company accrues interest, if applicable, on its notes receivables per the terms of the agreement. Interest is not accrued on past due notes receivable, or individual amounts that the Company has determined and specifically identified as not collectible. The Company will resume accruing interest to the extent payments are being received and collectability is determined to be highly probable. | ||
Impairment of Notes Receivables | The Company assesses the impairment of notes receivable whenever events or changes in circumstances indicate the carrying value may not be realized. Impairment is measured based on the present value of the expected future cash flows and is recorded as provision for bad debts in the period of assessment. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | |
The Company maintains an allowance for doubtful accounts related to accounts receivable and notes receivable deemed to have a high risk of collectability. The Company reviews the accounts receivable and notes receivable on a monthly basis to determine if any receivables will potentially be uncollectible. The Company analyzes historical collection trends and changes in the customers’ payment patterns, customer concentration, and credit worthiness when evaluating the adequacy of the allowance for doubtful accounts. A large percentage of receivables are with Native American tribes that have their reservations and gaming operations in the state of Oklahoma, and the Company has concentrations of credit risk with several tribes. The Company includes any receivable balances that are determined to be uncollectible in the overall allowance for doubtful accounts. Changes in the assumptions or estimates reflecting the collectability of certain accounts could materially affect the allowance for both trade and notes receivable. | ||
Inventories | Inventories | |
Inventories consist primarily of parts and supplies that are used to repair and maintain machinery and equipment. Inventories are stated at the lower of cost or market. Cost of inventories is determined using the first-in, first-out (“FIFO”) method for all components of inventory. The Company regularly reviews inventory quantities and updates estimates for the net realizable value of inventories. This process includes examining the carrying values of parts and ancillary equipment in comparison to the current fair market values for such equipment (less costs to sell or dispose). Some of the factors involved in this analysis include the overall levels of the inventories, the current and projected sales levels for such products, the projected markets for such products and the costs required to sell the products, including refurbishment costs. Changes in the assumptions or estimates could materially affect the inventory carrying value. | ||
Gaming Equipment, Vehicles and Other Equipment | Gaming Equipment, Vehicles and Other Equipment | |
The cost of gaming equipment, consisting of gaming machines, file servers and other support equipment as well as vehicles and other equipment, is depreciated over their estimated useful lives, using the straight-line method. Repairs and maintenance costs are expensed as incurred. The Company routinely evaluates the estimated lives used to depreciate assets. The estimated useful lives are as follows: | ||
Gaming equipment deployed | 3 to 6 years | |
Vehicles and other equipment | 3 to 6 years | |
The Company measures recoverability of assets to be held and used by comparing the carrying amount of an asset to future cash flows expected to be generated by the asset. The Company’s policy is to impair, when necessary, excess or obsolete gaming terminals on hand that it does not expect to be used. Impairment is based upon several factors, including estimated forecast of gaming terminal demand for placement into casinos. While the Company believes that the estimates and assumptions used in evaluating the carrying amount of these assets are reasonable, different assumptions could affect either the carrying amount or the estimated useful lives of the assets, which could have a significant impact on the results of operations and financial condition. | ||
Intangible Assets | Intangible Assets | |
The Company groups its definite-lived intangible assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company groups its identifiable intangible assets and reviews them for impairment according to the groupings below: | ||
• | Definite-lived trade name - this intangible relates to the “Gambler’s Choice” trade name that was recognized in purchase accounting in connection with the Acquisition. The Company amortizes the trade name over an estimated useful life of 7 years using the strait-line method. Our impairment analysis incorporates future expected revenues and cash flows of gaming titles operated under the Gambler’s Choice trade name in comparison to the underlying net book value of the trade name. | |
• | Contract rights under development agreements – these intangibles relate to the discounts on development note receivables loans that have been extended to customers at interest rates that are deemed below market in exchange for a fixed number of gaming terminal placements in the customer’s facility. The Company receives a fixed percentage of those gaming terminals’ win per day over the term of the agreement or a daily fee per gaming terminal. Contract rights under development agreements are amortized over the term of the agreement as a reduction in revenue. The Company’s impairment analysis incorporates reviewing the future expected revenues and cash flows under the respective contracts in comparison to the underlying net book value of the associated intangible. | |
• | Customer agreements and relationships – these intangibles represent either the cash advances to customers that are not expected to be repaid in exchange for a fixed number of gaming terminal placements in the customer’s facility or the value that has been assigned to the customer agreements as a result of acquisitions. The Company receives a fixed percentage of those gaming terminals’ win per day over the term of the agreement or a daily fee per gaming terminal. Customer agreements are amortized either over the term of the agreement or the expected life of the customer agreement as a reduction in revenue. The Company’s impairment analysis incorporates the reviewing future expected revenues and cash flows with these related customer under the respective contracts in comparison to the underlying net book value of the associated intangible. | |
• | Third-party licenses – these intangibles represent the rights to license third party gaming titles that the Company has purchased for use in its gaming terminals. Third-party licenses are amortized to operating expense over the shorter of the term of the license or the expected life of the titles, whichever is shorter. The Company’s impairment analysis incorporates the future expected revenues and cash flows of the title or gaming titles in comparison to their underlying net book value of the associated intangible. | |
• | Internally developed gaming software – these intangibles represent software development costs that are capitalized once technological feasibility has been established and are amortized when the software is placed into service. Any subsequent software maintenance costs, such as bug fixes and subsequent testing, are expensed as incurred. Discontinued software development costs are expensed when the determination to discontinue is made. Software developments costs are amortized over the expected life of the title or group of titles, if applicable, to amortization expense. | |
• | Purchased software – these intangibles represent the license to operate the ticket-in-ticket-out (“TITO”) technology associated with many of the Company’s gaming terminals. These costs are amortized over the expected life of the underlying gaming terminal. These TITO intangible assets are included with a gaming terminal and are not transferrable to other gaming terminals once placed into service; therefore, the Company’s impairment analysis is incorporated with the Company’s review for impairment of the underlying gaming terminal. The Company evaluates the future revenues and cash flows associated with the underlying gaming terminal in comparison to the underlying net book value of the gaming terminal and associated TITO intangible asset. | |
• | Acquired intellectual property – these intangibles represent the acquisition of intellectual property related to several table games patents and the platform and titles acquired through the acquisition of C2 Gaming. These costs are amortized over the shorter of the expected life of the patent or the period the patent is legally enforceable using the strait-line method. Our impairment analysis incorporates the reviewing of the future expected revenues and cash flows of the table game titles associated with the patents in comparison to their underlying net book value of the associated intangible. | |
The Company reviews its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of such events or changes in circumstances include the following: | ||
• | Definite-lived trade name – other than temporary decreases in revenue and cash flows associated with a gaming title or group operated under the Gambler’s Choice trade name. | |
• | Contract rights under development agreements and customer agreements – (1) other than temporary decrease in revenue and cash flows associated with a particular customer; (2) reduction in amount of gaming terminal placements in the customer’s facility. | |
• | Customer agreements and relationships – other than temporary decreases in revenue and cash flows associated with related customers under respective contracts. | |
• | Third-party licenses – other than temporary decreases in revenue and cash flows associated with a gaming title or group of gaming titles. | |
• | Internally developed gaming software – other than temporary decreases in revenue and associated cash flow associated with specific internally developed gaming titles. | |
• | Purchase software – other than temporary decreases in revenue and associated cash flow associated with a specific gaming terminal. | |
• | Acquired intellectual property – other than temporary decreases in revenue and associated cash flow associated with licensed table games titles. | |
Impairment is reviewed at a minimum once a quarter. When the estimated undiscounted cash flows are not sufficient to recover the intangible assets’ carrying amount, an impairment loss is measured to the extent the fair value of the asset is less than its carrying amount. | ||
The Company reviews its identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized for identifiable intangibles, other than goodwill, when indicators of impairment are present and the estimated undiscounted cash flows are not sufficient to recover the assets’ carrying amount. | ||
The “American Gaming Systems” trade name has an indefinite useful life. The Company does not amortize the indefinite lived trade name, but instead test for possible impairment at least annually or when circumstances warrant. We perform a qualitative assessment to determine if it is more likely than not that the fair value of the asset is less than its carrying amount. If we believe, as a result of our qualitative assessment, that it is more likely than not that the fair value of the asset is less than its carrying amount, the quantitative impairment test is required. | ||
Costs of Computer Software | Costs of Computer Software | |
Internally developed gaming software represents the Company’s internal costs to develop gaming titles to utilize on the Company’s gaming terminals. Internally developed gaming software is accounted for under FASB ASC Topic 985-20, Costs of Software to Be Sold, Leased or Marketed, and is stated at cost, which is amortized over the estimated useful lives of the software, generally using the straight-line method. Software development costs are capitalized once technological feasibility has been established and are amortized when the software is placed into service. Generally, the computer software we develop reaches technological feasibility when a working model of the computer software is available. Any subsequent software maintenance costs, such as bug fixes and subsequent testing, are expensed as incurred. Discontinued software development costs are expensed when the determination to discontinue is made. Software developments costs are amortized over the expected life of the title or group of titles, if applicable, to amortization expense. | ||
On a quarterly basis, or more frequently if circumstances warrant, the Company compares the net book value of its internally developed computer software to the net realizable value on a title or group of title basis. The net realizable value is determined based upon certain assumptions, including the expected future revenues and net cash flows of the gaming titles or group of gaming titles utilizing that software, if applicable. | ||
Goodwill | Goodwill | |
The excess of the purchase price of entities that are considered to be purchases of businesses over the estimated fair value of the assets acquired and the liabilities assumed is recorded as goodwill. The Company has the option to begin with a qualitative assessment, commonly referred to as “Step 0”, to determine whether it is more likely than not that the reporting units fair value is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as the general economic environment, industry and market conditions, changes in key assumptions used since the most recently performed valuation and overall financial performance of the reporting units. If the Company determines the reporting unit is not at risk of failing the qualitative assessment no impairment testing is required. If the Company determines that it is at risk of failing the qualitative assessment, the Company is required to perform an annual goodwill impairment review, and depending upon the results of that measurement, the recorded goodwill may be written down and charged to income from operations when its carrying amount exceeds its estimated fair value. The Company performed a qualitative assessment, Step 0, of goodwill as of October 1, 2014, and determined that it is not more-likely-than-not that the Company’s reporting unit’s fair value is less than its carrying value; therefore no further impairment testing was performed. | ||
During 2014, the Company voluntarily changed the date of its annual goodwill and other indefinite-lived intangible asset impairment testing from the last day of the third quarter (September 30) to the first day of the fourth quarter (October 1). This voluntary change is preferable as it provides the Company with additional time to complete its annual goodwill and indefinite-lived intangible asset impairment testing in advance of reporting deadlines. The voluntary change in accounting principle related to the annual testing day will not delay, accelerate or avoid an impairment charge. This change is not applied retrospectively as it is impracticable to do so because retrospective application would require the application of significant estimates and assumptions with the use of hindsight. Accordingly, goodwill is reviewed for possible impairment annually on October 1 or more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable, such as a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, or a loss of key personnel. | ||
Deferred Loan Costs | Deferred Loan Costs | |
Deferred loan costs consist of various debt issuance costs and are being amortized on the effective-interest method over the life of the related loans. | ||
Acquisition Accounting | Acquisition Accounting | |
We follow acquisition accounting for all acquisitions that meet the business combination definition. Acquisition accounting requires us to measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest at the acquisition-date fair value. While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |
The Company applies the provisions of ASC 820, “Fair Value Measurements” (ASC 820) to its financial assets and liabilities. Fair value is defined as a market-based measurement intended to estimate the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. ASC 820 also established a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. These inputs are categorized as follows: | ||
• | Level 1 - quoted prices in an active market for identical assets or liabilities; | |
• | Level 2 - quoted prices in an active market for similar assets or liabilities, inputs other than quoted prices that are observable for similar assets or liabilities, inputs derived principally from or corroborated by observable market data by correlation or other means; and | |
• | Level 3 - valuation methodology with unobservable inputs that are significant to the fair value measurement. | |
The carrying values of the Company’s cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value because of the short term maturities of these instruments. The fair value of our long-term debt is based on the quoted market prices for similar issues (Level 2 inputs). | ||
Accounting for Income Taxes | Accounting for Income Taxes | |
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that included the enactment date. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold. | ||
Research and Development | Research and Development | |
The Company conducts research and development activities primarily to develop new gaming platforms and gaming content. These research and development costs consist primarily of salaries and benefits and are expensed as incurred. Once the technological feasibility of a project has been established, capitalization of development costs begins until the product is available for general release. | ||
Contingencies | Contingencies | |
The Company assesses its exposures to loss contingencies including claims and legal proceedings and accrues a liability if a potential loss is considered probable and the amount can be estimated. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, if the actual loss from a contingency differs from management’s estimate, there could be a material impact on the results of operations or financial position. Operating expenses, including legal fees, associated with contingencies are expensed when incurred. | ||
Concentration of Credit Risk | Concentrations of Credit Risk | |
Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents, trade receivables and note receivable. Cash equivalents are investment-grade, short-term debt instruments consisting of treasury bills which are maintained with high credit quality financial institutions under repurchase agreements. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. | ||
Foreign Currency Translation | Foreign Currency Translation | |
The financial statements of the Company’s Canadian subsidiary are translated into U.S. dollars at the year-end rate of exchange for asset and liability accounts and the average rate of exchange for income statement accounts. The effects of these translations are recorded as a component of other accumulated comprehensive income (loss) in stockholders’ equity. | ||
Advertising Costs | Advertising Costs | |
Advertising costs are expensed as incurred. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. These amendments in this ASU are effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard by the Company on January 1, 2014 had no material impact on the Company’s consolidated financial statements. | ||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue from contracts with customers. The amendment outlines a single comprehensive model for entities to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The amendment also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The amendment is effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2016 and may be adopted using either a full retrospective transition method or a modified retrospective transition method. Early adoption is not permitted. The Company is currently evaluating the provisions of the amendment and the impact on its future consolidated financial statements. | ||
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods beginning after December 15, 2015. Earlier adoption is permitted. The Company is currently evaluating the provisions of ASU 2014-12 and assessing the impact on its financial position, results of operations or cash flows. | ||
In August 2014, the FASB issued an accounting standards update that requires management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Substantial doubt about an entity's ability to continue as a going concern exists when relevant conditions and events, consolidated in the aggregate, indicate that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. Currently, there is no guidance in U.S. GAAP for management's responsibility to perform an evaluation. Under the update, management's evaluation is to be performed when preparing financial statements for each annual and interim reporting period and based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The Company will adopt this standard effective January 1, 2017. The Company is currently assessing the impact the adoption of this standard will have on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||
Summary of allowance for notes receivable | The activity related to the allowance for notes receivable for the Predecessor Period is as follows (in thousands): | |||||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Notes Receivables | ||||||||||||||||||||||||||||
Period from January 1, 2013 through December 20, 2013 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | Ending | Ending | ||||||||||||||||||||||
Balance | Balance | Balance | Balance | |||||||||||||||||||||||||
Individually | Collectively | |||||||||||||||||||||||||||
Evaluated | Evaluated | |||||||||||||||||||||||||||
For | For | |||||||||||||||||||||||||||
Impairment | Impairment | |||||||||||||||||||||||||||
Notes receivable, current | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Notes receivable, non-current | 447 | (419 | ) | — | 126 | 154 | 154 | — | ||||||||||||||||||||
$ | 447 | $ | (419 | ) | $ | — | $ | 126 | $ | 154 | $ | 154 | $ | — | ||||||||||||||
The activity related to the allowance for notes receivable for the year ended December 31, 2012 is as follows (in thousands): | ||||||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Notes Receivables | ||||||||||||||||||||||||||||
Year ended December 31, 2012 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | Ending | Ending | ||||||||||||||||||||||
Balance | Balance | Balance | Balance | |||||||||||||||||||||||||
Individually | Collectively | |||||||||||||||||||||||||||
Evaluated | Evaluated | |||||||||||||||||||||||||||
For | For | |||||||||||||||||||||||||||
Impairment | Impairment | |||||||||||||||||||||||||||
Notes receivable, current | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
Notes receivable, non-current | 8,876 | (8,876 | ) | — | 447 | 447 | 447 | — | ||||||||||||||||||||
$ | 8,876 | $ | (8,876 | ) | $ | — | $ | 447 | $ | 447 | $ | 447 | $ | — | ||||||||||||||
Summary of allowance for trade accounts receivable | The activity related to the allowance for trade accounts receivable for the periods below are as follows (in thousands): | |||||||||||||||||||||||||||
Successor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | 9 | $ | (36 | ) | $ | — | $ | 56 | $ | 29 | |||||||||||||||||
Successor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Period from December 21, 2013 through December 31, 2013 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | — | $ | — | $ | — | $ | 9 | $ | 9 | ||||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Period from January 1, 2013 through December 20, 2013 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | 491 | $ | (80 | ) | $ | — | $ | 139 | $ | 550 | |||||||||||||||||
Predecessor | ||||||||||||||||||||||||||||
Allowance for Accounts Receivables | ||||||||||||||||||||||||||||
Year ended December 31, 2012 | ||||||||||||||||||||||||||||
Beginning | Charge-offs | Recoveries | Provision | Ending | ||||||||||||||||||||||||
Balance | Balance | |||||||||||||||||||||||||||
Accounts receivable, current | $ | 1,704 | $ | (1,032 | ) | $ | — | $ | (181 | ) | $ | 491 | ||||||||||||||||
Summary of equipment estimated useful lives | The estimated useful lives are as follows: | |||||||||||||||||||||||||||
Gaming equipment deployed | 3 to 6 years | |||||||||||||||||||||||||||
Vehicles and other equipment | 3 to 6 years | |||||||||||||||||||||||||||
Gaming equipment, vehicles and other equipment, net consist of the following (in thousands): | ||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||
Gaming equipment | $ | 50,516 | $ | 44,212 | ||||||||||||||||||||||||
Vehicles and other equipment | 6,681 | 5,770 | ||||||||||||||||||||||||||
Less: Accumulated depreciation | (16,428 | ) | (477 | ) | ||||||||||||||||||||||||
Total gaming equipment, vehicles and other equipment, net | $ | 40,769 | $ | 49,505 | ||||||||||||||||||||||||
Summary of gaming revenue and trade receivable concentrations | The following gaming revenue and trade receivable concentrations existed at December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||||
Gaming revenue | ||||||||||||||||||||||||||||
Customer A | 30 | % | 34 | % | 35 | % | ||||||||||||||||||||||
Customer B | 8 | % | 11 | % | 9 | % | ||||||||||||||||||||||
Trade receivables | ||||||||||||||||||||||||||||
Customer A | 9 | % | — | % | ||||||||||||||||||||||||
Customer B | 7 | % | — | % | ||||||||||||||||||||||||
Customer C | 4 | % | 10 | % | ||||||||||||||||||||||||
Customer D | 4 | % | 1 | % | ||||||||||||||||||||||||
Customer E | 3 | % | — | % | ||||||||||||||||||||||||
Customer F | — | % | 9 | % | ||||||||||||||||||||||||
Customer G | — | % | 3 | % | ||||||||||||||||||||||||
Customer H | 1 | % | 2 | % |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
AGS Capital, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Summary of consideration paid for the Acquisition | The following summarizes the consideration paid for the Acquisition of AGS Capital (in thousands): | ||||||
Contractual cash purchase price | $ | 220,300 | |||||
Seller notes | 5,531 | ||||||
Working capital adjustment | (5,340 | ) | |||||
Total consideration | $ | 220,491 | |||||
Summary of purchase price allocation to the estimated fair values of the assets acquired and liabilities assumed | The allocation of the purchase price to the estimated fair values of the assets acquired and the liabilities assumed was as follows (in thousands): | ||||||
At December 20, 2013 | |||||||
Currents assets | $ | 17,858 | |||||
Gaming equipment, vehicles and other equipment, net | 46,734 | ||||||
Goodwill | 63,873 | ||||||
Intangible assets | 97,512 | ||||||
Other long-term assets | 1,616 | ||||||
Total assets | 227,593 | ||||||
Total liabilities | 7,102 | ||||||
Total equity purchase price | $ | 220,491 | |||||
Estimates of the fair values of depreciable tangible assets acquired | Our estimates of the fair values of depreciable tangible assets were as follows (in thousands): | ||||||
Fair values at December 20, 2013 | Average remaining useful life (in years) | ||||||
Gaming equipment, vehicles and other | $ | 46,734 | 5-Jan | ||||
Estimates of the fair values of identifiable intangible assets acquired | Our estimates of the fair values of identifiable intangible assets were as follows (in thousands): | ||||||
Fair values at December 20, 2013 | Average remaining useful life (in years) | ||||||
Trade name - “American Gaming Systems” | $ | 12,126 | Indefinite | ||||
Trade name - “Gambler’s Choice” | 809 | 7 | |||||
Customer agreements and relationships | 60,112 | 7 | |||||
Third party licenses | 11,520 | 5-Mar | |||||
Internally developed gaming software | 10,872 | 5-Jan | |||||
Purchased software | 2,073 | 5-Jan | |||||
$ | 97,512 | ||||||
Summary of pro forma results for the Acquisition | The following table presents the unaudited pro forma results as if the Acquisition had occurred at the beginning of the period presented (in thousands, except per share data): | ||||||
Year ended December 31, 2013 | |||||||
Revenues | $ | 58,414 | |||||
Loss from operations | (5,176 | ) | |||||
Net loss | (21,223 | ) | |||||
Basic and diluted loss per share common share | (2.13 | ) | |||||
C2 Gaming, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Summary of consideration paid for the Acquisition | The consideration paid for the acquisition of C2 Gaming consisted of the following (in thousands): | ||||||
Paid at close | $ | 11,000 | |||||
One-year payment | 9,000 | ||||||
Contingent consideration | 3,000 | ||||||
Working capital adjustment | 273 | ||||||
Total consideration | $ | 23,273 | |||||
Summary of purchase price allocation to the estimated fair values of the assets acquired and liabilities assumed | The allocation of the purchase price to the estimated fair values of the assets acquired and the liabilities assumed was as follows (in thousands): | ||||||
At May 6, 2014 | |||||||
Current assets | $ | 545 | |||||
Gaming equipment, vehicles and other equipment | 534 | ||||||
Goodwill | 13,744 | ||||||
Intangible assets | 8,722 | ||||||
Total assets | 23,545 | ||||||
Total liabilities | 272 | ||||||
Total equity purchase price | $ | 23,273 | |||||
Estimates of the fair values of depreciable tangible assets acquired | Our estimates of the fair values of depreciable tangible assets were as follows (in thousands): | ||||||
Fair values at May 6, 2014 | Average remaining useful life (in years) | ||||||
Gaming equipment, vehicles and other | $ | 534 | 5-Jan | ||||
Estimates of the fair values of identifiable intangible assets acquired | Our estimates of the fair values of identifiable intangible assets were as follows (in thousands): | ||||||
Fair values at May 6, 2014 | Average remaining useful life (in years) | ||||||
Colossal platform | $ | 1,559 | 5 | ||||
Colossal titles | 2,126 | 3 | |||||
Colossal customer agreements and relationships | 5,037 | 7 | |||||
$ | 8,722 | ||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Equity [Abstract] | |||||||||
Changes by component, net of tax, in accumulated other comprehensive income (loss) | The following table presents the changes by component, net of tax, in accumulated other comprehensive income (loss) of the Company (in thousands): | ||||||||
Foreign currency translation | Accumulated other comprehensive income (loss) | ||||||||
December 31, 2013 | $ | (1 | ) | $ | (1 | ) | |||
Current period other comprehensive gain | 289 | 289 | |||||||
December 31, 2014 | $ | 288 | $ | 288 | |||||
Gaming_Equipment_Vehicles_and_1
Gaming Equipment, Vehicles and Other Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Summary of gaming equipment, vehicles and other equipment | The estimated useful lives are as follows: | |||||||
Gaming equipment deployed | 3 to 6 years | |||||||
Vehicles and other equipment | 3 to 6 years | |||||||
Gaming equipment, vehicles and other equipment, net consist of the following (in thousands): | ||||||||
31-Dec-14 | 31-Dec-13 | |||||||
Gaming equipment | $ | 50,516 | $ | 44,212 | ||||
Vehicles and other equipment | 6,681 | 5,770 | ||||||
Less: Accumulated depreciation | (16,428 | ) | (477 | ) | ||||
Total gaming equipment, vehicles and other equipment, net | $ | 40,769 | $ | 49,505 | ||||
Goodwill_and_Intangibles_Table
Goodwill and Intangibles (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||
Changes in the carrying amount of goodwill | The carrying amount of goodwill is as follows (in thousands): | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Gross Carrying amount | Accumulated | Net Carrying | Gross Carrying amount | Accumulated | Net Carrying | |||||||||||||||||||||
Impairment | Value | Impairment | Value | |||||||||||||||||||||||
Goodwill | $ | 77,617 | $ | — | $ | 77,617 | $ | 60,384 | $ | — | $ | 60,384 | ||||||||||||||
Schedule of intangible assets (indefinite-lived) | Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Useful life (years) | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Value | Amortization | Value | Value | Amortization | Value | |||||||||||||||||||||
Trade name - “American Gaming Systems” | Indefinite | $ | 12,126 | $ | — | $ | 12,126 | $ | 12,126 | $ | — | $ | 12,126 | |||||||||||||
Trade name - “Gambler’s Choice” | 7 | 809 | (119 | ) | 690 | 809 | (3 | ) | 806 | |||||||||||||||||
Customer agreements and relationships as a result of the Acquisition | 7 | 60,112 | (8,841 | ) | 51,271 | 60,112 | (254 | ) | 59,858 | |||||||||||||||||
Customer agreements and relationships as a result of the C2 Gaming acquisition | 7 | 5,037 | (472 | ) | 4,565 | — | — | — | ||||||||||||||||||
Customer agreements | 7-Jan | 678 | (58 | ) | 620 | — | — | — | ||||||||||||||||||
Covenants not to compete | 3 | 10 | — | 10 | — | — | — | |||||||||||||||||||
Third party licenses | 5-Mar | 11,520 | (2,437 | ) | 9,083 | 11,520 | (70 | ) | 11,450 | |||||||||||||||||
Internally developed gaming software | 5-Jan | 14,504 | (3,509 | ) | 10,995 | 12,474 | (108 | ) | 12,366 | |||||||||||||||||
Acquired intellectual property | 20-Oct | 10,965 | (811 | ) | 10,154 | — | — | — | ||||||||||||||||||
Purchased software | 5-Jan | 2,854 | (483 | ) | 2,371 | 2,076 | (18 | ) | 2,058 | |||||||||||||||||
$ | 118,615 | $ | (16,730 | ) | $ | 101,885 | $ | 99,117 | $ | (453 | ) | $ | 98,664 | |||||||||||||
Schedule of intangible assets (finite-lived) | Intangible assets consist of the following (in thousands): | |||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||
Useful life (years) | Gross | Accumulated | Net Carrying | Gross | Accumulated | Net Carrying | ||||||||||||||||||||
Value | Amortization | Value | Value | Amortization | Value | |||||||||||||||||||||
Trade name - “American Gaming Systems” | Indefinite | $ | 12,126 | $ | — | $ | 12,126 | $ | 12,126 | $ | — | $ | 12,126 | |||||||||||||
Trade name - “Gambler’s Choice” | 7 | 809 | (119 | ) | 690 | 809 | (3 | ) | 806 | |||||||||||||||||
Customer agreements and relationships as a result of the Acquisition | 7 | 60,112 | (8,841 | ) | 51,271 | 60,112 | (254 | ) | 59,858 | |||||||||||||||||
Customer agreements and relationships as a result of the C2 Gaming acquisition | 7 | 5,037 | (472 | ) | 4,565 | — | — | — | ||||||||||||||||||
Customer agreements | 7-Jan | 678 | (58 | ) | 620 | — | — | — | ||||||||||||||||||
Covenants not to compete | 3 | 10 | — | 10 | — | — | — | |||||||||||||||||||
Third party licenses | 5-Mar | 11,520 | (2,437 | ) | 9,083 | 11,520 | (70 | ) | 11,450 | |||||||||||||||||
Internally developed gaming software | 5-Jan | 14,504 | (3,509 | ) | 10,995 | 12,474 | (108 | ) | 12,366 | |||||||||||||||||
Acquired intellectual property | 20-Oct | 10,965 | (811 | ) | 10,154 | — | — | — | ||||||||||||||||||
Purchased software | 5-Jan | 2,854 | (483 | ) | 2,371 | 2,076 | (18 | ) | 2,058 | |||||||||||||||||
$ | 118,615 | $ | (16,730 | ) | $ | 101,885 | $ | 99,117 | $ | (453 | ) | $ | 98,664 | |||||||||||||
Schedule of estimated amortization expense on software development | The estimated amortization expense on software development, purchased software and intangible assets, inclusive of accretion of contract rights under development agreements and customer agreements, for each of the next five years and thereafter is as follows (in thousands): | |||||||||||||||||||||||||
For the year ended December 31, | ||||||||||||||||||||||||||
2015 | $ | 17,873 | ||||||||||||||||||||||||
2016 | 17,852 | |||||||||||||||||||||||||
2017 | 14,414 | |||||||||||||||||||||||||
2018 | 13,547 | |||||||||||||||||||||||||
2019 | 10,222 | |||||||||||||||||||||||||
Thereafter | 15,851 | |||||||||||||||||||||||||
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities consist of the following (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Trade accounts payable | $ | 1,266 | $ | 2,005 | ||||
Salary and payroll tax accrual | 3,002 | 1,660 | ||||||
Accrued commission | 351 | 318 | ||||||
C2 Gaming one-year payout (see Note 3) | 9,000 | — | ||||||
C2 Gaming contingent consideration (see Note 3) | 2,500 | — | ||||||
Proceeds from employees in advance of common stock issuance (see Note 11) | 1,969 | — | ||||||
Accrued other | 4,707 | 2,264 | ||||||
Total accounts payable and accrued liabilities | $ | 22,795 | $ | 6,247 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of long-term debt | Long-term debt consists of the following (in thousands): | |||||||
December 31, 2014 | December 31, 2013 | |||||||
$155 million Term Facility, interest above LIBOR or base rate (9.25% at December 31, 2014), net of unamortized discount of $5.0 and $5.6 million at December 31, 2014 and 2013, respectively. | $ | 148,447 | $ | 149,396 | ||||
$25 million Revolving Facility, interest above LIBOR or base rate (8.46% at December 31, 2014). | 10,000 | — | ||||||
Equipment long-term note payable | 2,230 | — | ||||||
Seller notes | 6,012 | 5,531 | ||||||
Total debt | 166,689 | 154,927 | ||||||
Less—Amounts due within one year | (2,495 | ) | (1,550 | ) | ||||
Long-term debt | $ | 164,194 | $ | 153,377 | ||||
Schedule of aggregate contractual future principal payments | Aggregate contractual future principal payments (excluding the effects of repayments for excess cash flow) of long-term debt for the years following December 31, 2014, are as follows (in thousands): | |||||||
Years ending December 31, | Successor | |||||||
2015 | $ | 2,495 | ||||||
2016 | 2,569 | |||||||
2017 | 1,816 | |||||||
2018 | 11,550 | |||||||
2019 | 1,550 | |||||||
Thereafter | 151,712 | |||||||
Total scheduled maturities | 171,692 | |||||||
Unamortized debt discount | (5,003 | ) | ||||||
Total long-term debt | $ | 166,689 | ||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Schedule of grant date fair value and related assumptions of Options granted | The grant date fair value and related assumptions for options granted during the year ended December 31, 2014, were as follows: | |||||||||||
Tranche | Grant Date | Outstanding | Fair Value (Per Share) | Total Fair Value | Assumptions | |||||||
Fully vested options | 28-Apr-14 | 30,000 | $ | 4.07 | $ | 122,021 | ||||||
Risk free interest rate | 0.4 | % | ||||||||||
Expected term | 2 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Tranche A Options | 28-Apr-14 | 75,000 | $ | 6.53 | $ | 489,888 | ||||||
Risk free interest rate | 2.2 | % | ||||||||||
Expected term | 6.5 years | |||||||||||
Expected volatility | 70 | % | ||||||||||
Tranche B Options | 28-Apr-14 | 75,000 | $ | 5.18 | $ | 388,514 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.6 | % | ||||||||||
Tranche C Options | 28-Apr-14 | 75,000 | $ | 4.79 | $ | 359,476 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.6 | % | ||||||||||
Tranche A Options | 8-Aug-14 | 107,082 | $ | 6.51 | $ | 697,231 | ||||||
Risk free interest rate | 2 | % | ||||||||||
Expected term | 6.5 years | |||||||||||
Expected volatility | 70 | % | ||||||||||
Tranche B Options | 8-Aug-14 | 107,084 | $ | 5.08 | $ | 543,933 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.2 | % | ||||||||||
Tranche C Options | 8-Aug-14 | 107,084 | $ | 4.66 | $ | 498,925 | ||||||
Risk free interest rate | 1.5 | % | ||||||||||
Time to liquidity event | 4.5 years | |||||||||||
Expected volatility | 75 | % | ||||||||||
Forward expected volatility rate | 55 | % | ||||||||||
Forward risk free interest rate | 3.2 | % | ||||||||||
Total | 576,250 | $ | 3,099,988 | |||||||||
Restructuring_Tables
Restructuring (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ||||||||||||||||||||
Schedule of restructuring liabilities | The following table summarizes the change in our severance accrual for the year ended December 31, 2014 (in thousands), which is included in accounts payable and accrued liabilities in the consolidated balance sheets: | |||||||||||||||||||
Successor | ||||||||||||||||||||
31-Dec-13 | Charge to expense | Cash paid | Costs settled | 31-Dec-14 | ||||||||||||||||
Accrued severance | $ | — | $ | 894 | $ | 767 | $ | — | $ | 127 | ||||||||||
Accrued retention bonuses | — | 273 | — | — | 273 | |||||||||||||||
Total | $ | — | $ | 1,167 | $ | 767 | $ | — | $ | 400 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||
Schedule of provision for income tax expense | The provision for income tax expense consisted of the following (in thousands): | ||||||||||||||||
Successor | Predecessor | ||||||||||||||||
Year Ended December 31, 2014 | Period December 21, 2013 through December 31, 2013 | Period January 1, 2013 through December 20, 2013 | Year Ended December 31, 2012 | ||||||||||||||
Deferred: | |||||||||||||||||
Federal | $ | 2,005 | $ | 50 | $ | — | $ | — | |||||||||
State | 184 | 4 | — | — | |||||||||||||
Income tax expense | $ | 2,189 | $ | 54 | $ | — | $ | — | |||||||||
Schedule of reconciliation of income tax at the federal statutory rate to the actual effective income tax rate | The reconciliation of income tax at the federal statutory rate to the actual effective income tax rate (benefit) is as follows: | ||||||||||||||||
Successor | Predecessor | ||||||||||||||||
Year ended December 31, 2014 | Period December 21 through December 31, 2013 | Period January 1, 2013 through December 20, 2013 | Year ended December 31, 2012 | ||||||||||||||
Federal statutory rate | (34.0 | )% | (34.0 | )% | (34.0 | )% | (34.0 | )% | |||||||||
Non-taxable entities | — | % | — | % | 32.7 | % | 34.5 | % | |||||||||
Foreign rate differential | — | % | — | % | (0.5 | )% | 0.1 | % | |||||||||
State income taxes, net of federal benefit | (0.8 | )% | (3.1 | )% | — | % | — | % | |||||||||
Permanent differences | 0.2 | % | — | % | — | % | — | % | |||||||||
Other differences | 0.4 | % | — | % | — | % | — | % | |||||||||
Valuation allowance | 42.6 | % | 37.8 | % | 1.8 | % | (0.6 | )% | |||||||||
8.4 | % | 0.7 | % | — | % | — | % | ||||||||||
Schedule of deferred tax liability | The net deferred tax liability is classified in the accompanying consolidated balance sheets as follows (in thousands): | ||||||||||||||||
Successor | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Deferred tax asset - noncurrent | $ | — | $ | 220 | |||||||||||||
Deferred tax liability - current | (528 | ) | (274 | ) | |||||||||||||
Deferred tax liability - noncurrent | (1,863 | ) | — | ||||||||||||||
Net deferred tax liability | $ | (2,391 | ) | $ | (54 | ) | |||||||||||
The components of the net deferred tax liability consist of the following (in thousands): | |||||||||||||||||
Successor | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Current: | |||||||||||||||||
Accrued expenses | $ | 845 | $ | — | |||||||||||||
Allowance for bad debt | 3 | 3 | |||||||||||||||
Total current | 848 | 3 | |||||||||||||||
Valuation allowance | (731 | ) | (3 | ) | |||||||||||||
Net current deferred tax asset | 117 | — | |||||||||||||||
Noncurrent: | |||||||||||||||||
Net operating loss carryforwards | 8,830 | 495 | |||||||||||||||
Amortization expense (identifiable intangibles) | 3,796 | 106 | |||||||||||||||
Transaction costs | 3,572 | 2,765 | |||||||||||||||
Impairment of prepaids | 117 | — | |||||||||||||||
Other | 49 | — | |||||||||||||||
Total noncurrent | 16,364 | 3,366 | |||||||||||||||
Valuation allowance | (14,203 | ) | (3,055 | ) | |||||||||||||
Net noncurrent deferred tax asset | 2,161 | 311 | |||||||||||||||
Deferred tax asset | 2,278 | 311 | |||||||||||||||
Deferred tax liabilities: | |||||||||||||||||
Current: | |||||||||||||||||
Prepaid expenses and other | (645 | ) | (275 | ) | |||||||||||||
Total current deferred tax liabilities | (645 | ) | (275 | ) | |||||||||||||
Noncurrent: | |||||||||||||||||
Amortization expense (indefinite life intangibles) | (2,236 | ) | (54 | ) | |||||||||||||
Depreciation expense | (1,633 | ) | (36 | ) | |||||||||||||
Currency translation adjustment | (155 | ) | — | ||||||||||||||
Total noncurrent deferred tax liability | (4,024 | ) | (90 | ) | |||||||||||||
Deferred tax liability | (4,669 | ) | (365 | ) | |||||||||||||
Net deferred tax liability | $ | (2,391 | ) | $ | (54 | ) |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ||||
Schedule of future minimum lease payments | Future minimum lease payments under these leases in excess of one year as of December 31, 2014 are as follows (in thousands): | |||
For the year ended December 31, | Successor | |||
2015 | $ | 803 | ||
2016 | 806 | |||
2017 | 784 | |||
2018 | 812 | |||
2019 | 841 | |||
Thereafter | 1,245 | |||
Total | $ | 5,291 | ||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of quarterly financial information | |||||||||||||||||||||
Year ended December 31, 2014 | |||||||||||||||||||||
Successor | |||||||||||||||||||||
Quarter ended March 31, 2014 | Quarter ended June 30, 2014 | Quarter ended September 30, 2014 | Quarter ended December 31, 2014 | ||||||||||||||||||
Consolidated Income Statement Data: | |||||||||||||||||||||
Revenues | $ | 17,158 | $ | 17,428 | $ | 18,836 | $ | 18,718 | |||||||||||||
Income (loss) from operations | 695 | (1,468 | ) | (3,432 | ) | (4,216 | ) | ||||||||||||||
Net loss | (4,249 | ) | (6,203 | ) | (8,674 | ) | (9,250 | ) | |||||||||||||
Year ended December 31, 2013 | |||||||||||||||||||||
Predecessor | Successor | ||||||||||||||||||||
Quarter ended March 31, 2013 | Quarter ended June 30, 2013 | Quarter ended September 30, 2013 | Period from October 1, 2013 through December 20, 2013 | Period from December 21, 2013 through December 31, 2013 | |||||||||||||||||
Consolidated Income Statement Data: | |||||||||||||||||||||
Revenues | $ | 15,419 | $ | 13,804 | $ | 14,768 | $ | 12,470 | $ | 1,953 | |||||||||||
Loss from operations | (240 | ) | (1,413 | ) | (5,199 | ) | (4,952 | ) | (7,623 | ) | |||||||||||
Net loss | (4,245 | ) | (5,946 | ) | (8,306 | ) | (23,679 | ) | (8,156 | ) |
Organization_and_Business_Deta
Organization and Business (Details) (USD $) | 0 Months Ended | |||
Dec. 20, 2013 | 6-May-14 | Jul. 01, 2014 | Dec. 31, 2014 | |
table_game_unit | ||||
state | ||||
machine | ||||
facility | ||||
Business Acquisition [Line Items] | ||||
Number of gaming machines | 8,740 | |||
Number of gaming facilities | 240 | |||
Number of states gaming facilities are located | 20 | |||
Number of gaming facilities under revenue sharing agreements | 190 | |||
Number of gaming facilities under daily fixed fee agreements | 50 | |||
Number of table game units under fixed fee arrangements | 390 | |||
Common stock, shares issued (in shares) | 10,000,000 | 10,000,100 | ||
Common stock, par value (in usd per share) | $0.01 | $0.01 | ||
Common stock, value (including APIC) | $100,000,000 | |||
AGS Capital, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of equity interests acquired | 100.00% | |||
Business acquisition, purchase price | 220,491,000 | |||
Common stock, shares issued (in shares) | 10,000,000 | |||
Common stock, par value (in usd per share) | $0.01 | |||
Common stock, value (including APIC) | 100,000,000 | |||
C2 Gaming, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of equity interests acquired | 100.00% | |||
Business acquisition, purchase price | 23,273,000 | |||
Wholly-owned subsidiary [Member] | C2 Gaming, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase agreement, estimated percentage of equity | 100.00% | |||
Wholly-owned subsidiary [Member] | Casino War Blackjack, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price | 1,300,000 | |||
Purchase agreement, estimated percentage of equity | 100.00% | |||
Wholly-owned subsidiary [Member] | Line of Credit [Member] | ||||
Business Acquisition [Line Items] | ||||
Senior secured credit facilities | 155,000,000 | |||
Wholly-owned subsidiary [Member] | Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Senior secured credit facilities | 25,000,000 | |||
Wholly-owned subsidiary [Member] | Revolving Credit Facility [Member] | AGS Capital, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Senior secured credit facilities | $25,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Notes Receivable and Development Agreements (Details) (Predecessor [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 20, 2013 | Dec. 31, 2012 |
Predecessor [Member] | ||
Allowance for Notes Receivables [Roll Forward] | ||
Beginning Balance, current | $0 | $0 |
Charge-offs, current | 0 | 0 |
Recoveries, current | 0 | 0 |
Provision, current | 0 | 0 |
Ending Balance, current | 0 | 0 |
Ending Balance Individually Evaluated For Impairment, current | 0 | 0 |
Ending Balance Collectively Evaluated For Impairment, current | 0 | 0 |
Beginning Balance, non-current | 447 | 8,876 |
Charge-offs, non-current | -419 | -8,876 |
Recoveries, non-current | 0 | 0 |
Provision, non-current | 126 | 447 |
Ending Balance, non-current | 154 | 447 |
Ending Balance Individually Evaluated For Impairment, non-current | 154 | 447 |
Ending Balance Collectively Evaluated For Impairment, non-current | 0 | 0 |
Beginning Balance | 447 | 8,876 |
Charge-offs | -419 | -8,876 |
Recoveries | 0 | 0 |
Provision | 126 | 447 |
Ending Balance | 154 | 447 |
Ending Balance Individually Evaluated For Impairment | 154 | 447 |
Ending Balance Collectively Evaluated For Impairment | $0 | $0 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Allowance for Accounts Receivables (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Allowance for Accounts Receivables, Beginning Balance | $0 | $9 | ||
Allowance for Accounts Receivables, Charge-offs | 0 | -36 | ||
Allowance for Accounts Receivables, Recoveries | 0 | 0 | ||
Allowance for Accounts Receivables, Provision | 9 | 56 | ||
Allowance for Accounts Receivables, Ending Balance | 9 | 29 | ||
Predecessor [Member] | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Allowance for Accounts Receivables, Beginning Balance | 491 | 1,704 | ||
Allowance for Accounts Receivables, Charge-offs | -80 | -1,032 | ||
Allowance for Accounts Receivables, Recoveries | 0 | 0 | ||
Allowance for Accounts Receivables, Provision | 139 | -181 | ||
Allowance for Accounts Receivables, Ending Balance | $550 | $491 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Gaming Equipment, Vehicles and Other Equipment (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 20, 2013 | Dec. 31, 2013 | Dec. 31, 2014 |
Restatement Adjustment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long lived assets | $75 | ||
Successor [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long lived assets | $0 | $775 | |
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Gaming equipment deployed [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Gaming equipment deployed [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 6 years | ||
Vehicles and other equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Vehicles and other equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 6 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Customer Concentration Risk (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer A [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 9.00% | 0.00% | |
Customer A [Member] | Sales Revenue, Services, Net [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 30.00% | 34.00% | 35.00% |
Customer B [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 7.00% | 0.00% | |
Customer B [Member] | Sales Revenue, Services, Net [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 8.00% | 11.00% | 9.00% |
Customer C [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 4.00% | 10.00% | |
Customer D [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 4.00% | 1.00% | |
Customer E [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 3.00% | 0.00% | |
Customer F [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 0.00% | 9.00% | |
Customer G [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 0.00% | 3.00% | |
Customer H [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Customer concentration risk percentage | 1.00% | 2.00% |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||
Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | Dec. 20, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jul. 31, 2014 | |
Deferred Loan Costs [Line Items] | ||||||||||||||||
Fair value of long-term debt | $170,000,000 | $170,000,000 | ||||||||||||||
Reclassification of deferred loan costs to debt discount | 1,000,000 | |||||||||||||||
Restatement Adjustment [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Impairment charge for obsolete gaming terminal | 75,000 | |||||||||||||||
Increase (decrease) in depreciation and amortization | -1,300,000 | |||||||||||||||
Reduction in depreciation expense | 300,000 | 300,000 | -100,000 | |||||||||||||
Increase (decrease) in trade accounts and notes receivable | 31,000 | |||||||||||||||
Increase (decrease) in customer deposits on gaming machine leases | 300,000 | 44,000 | ||||||||||||||
Increase (decrese) in other assets | 400,000 | 600,000 | 9,000 | |||||||||||||
Decrease in purchases of gaming equipment | -900,000 | |||||||||||||||
Purchases of gaming equipment, vehicles and other equipment | -1,900,000 | |||||||||||||||
Restatement Adjustment [Member] | Sales [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Gaming revenue | 31,000 | |||||||||||||||
Restatement Adjustment [Member] | Operating Expense [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Operating expenses | 1,000,000 | 900,000 | ||||||||||||||
Restatement Adjustment [Member] | Selling and Marketing Expense [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Selling and marketing | 52,000 | |||||||||||||||
Restatement Adjustment [Member] | Depreciation And Amortization [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Increase (decrease) in depreciation and amortization | -1,300,000 | |||||||||||||||
Reduction in depreciation expense | -100,000 | |||||||||||||||
Restatement Adjustment [Member] | Impairment Of Long Lived Assets [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Impairment charge for obsolete gaming terminal | -75,000 | |||||||||||||||
Restatement Adjustment [Member] | Operating Income (Loss) [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Net loss | -400,000 | -1,000,000 | ||||||||||||||
Predecessor [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Impairment charge for obsolete gaming terminal | 3,289,000 | 2,711,000 | ||||||||||||||
Impairment charge for internally developed gaming tittles | 1,721,000 | 3,686,000 | ||||||||||||||
Impairment of goodwill | 0 | 18,679,000 | ||||||||||||||
Research and development expenses | 1,900,000 | 2,100,000 | ||||||||||||||
Advertising costs | 200,000 | 300,000 | ||||||||||||||
Gaming revenue | 54,108,000 | 54,029,000 | ||||||||||||||
Operating expenses | 68,265,000 | 89,988,000 | ||||||||||||||
Selling and marketing | 3,206,000 | 3,443,000 | ||||||||||||||
Increase (decrease) in depreciation and amortization | 27,660,000 | 29,586,000 | ||||||||||||||
Net loss | -42,176,000 | -42,176,000 | -41,198,000 | -23,679,000 | -8,306,000 | -5,946,000 | -4,245,000 | |||||||||
Increase (decrease) in trade accounts and notes receivable | -868,000 | -339,000 | ||||||||||||||
Increase (decrease) in customer deposits on gaming machine leases | -422,000 | 0 | ||||||||||||||
Increase (decrese) in other assets | 248,000 | 728,000 | ||||||||||||||
Purchases of gaming equipment, vehicles and other equipment | 20,278,000 | 20,177,000 | ||||||||||||||
Predecessor [Member] | Interest Expense [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Amortization expense related to loan costs | 1,200,000 | 1,600,000 | ||||||||||||||
Successor [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Impairment charge for obsolete gaming terminal | 775,000 | 0 | ||||||||||||||
Impairment charge for internally developed gaming tittles | 1,384,000 | 0 | ||||||||||||||
Impairment of goodwill | 0 | 0 | ||||||||||||||
Research and development expenses | 1,800,000 | 28,000,000 | ||||||||||||||
Advertising costs | 300,000 | 2,000 | ||||||||||||||
Gaming revenue | 68,981,000 | 1,953,000 | ||||||||||||||
Operating expenses | 80,561,000 | 9,576,000 | ||||||||||||||
Selling and marketing | 3,530,000 | 58,000 | ||||||||||||||
Increase (decrease) in depreciation and amortization | 33,405,000 | 930,000 | ||||||||||||||
Net loss | -28,376,000 | -8,156,000 | -9,250,000 | -8,674,000 | -6,203,000 | -4,249,000 | ||||||||||
Increase (decrease) in trade accounts and notes receivable | 973,000 | 1,220,000 | ||||||||||||||
Increase (decrease) in customer deposits on gaming machine leases | 22,000 | 0 | ||||||||||||||
Increase (decrese) in other assets | 1,498,000 | 0 | ||||||||||||||
Purchases of gaming equipment, vehicles and other equipment | 9,811,000 | 1,234,000 | ||||||||||||||
Successor [Member] | Interest Expense [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Amortization expense related to loan costs | 600,000 | 21,000,000 | ||||||||||||||
Variable Interest Entity, Primary Beneficiary [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Percentage of equity ownership interest | 100.00% | |||||||||||||||
Software and Software Development Costs [Member] | Predecessor [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Impairment charge for internally developed gaming tittles | 800,000 | |||||||||||||||
Software and Software Development Costs [Member] | Successor [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Impairment charge for internally developed gaming tittles | $1,400,000 | |||||||||||||||
Gaming equipment [Member] | Illinois [Member] | Restatement Adjustment [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Estimated useful lives | 6 years | |||||||||||||||
Service Life [Member] | Gaming equipment [Member] | Illinois [Member] | Restatement Adjustment [Member] | ||||||||||||||||
Deferred Loan Costs [Line Items] | ||||||||||||||||
Estimated useful lives | 5 years |
Acquisitions_Consideration_Pai
Acquisitions - Consideration Paid (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 20, 2013 | 6-May-14 | Dec. 31, 2014 |
AGS Capital, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Contractual cash purchase price | $220,300 | ||
Seller notes | 5,531 | ||
Working capital adjustment | -5,340 | ||
Total consideration | 220,491 | ||
C2 Gaming, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Paid at close | 11,000 | ||
One-year payment | 9,000 | ||
Contingent consideration | 3,000 | 500 | |
Working capital adjustment | 273 | ||
Total consideration | $23,273 |
Acquisitions_Assets_Acquired_a
Acquisitions - Assets Acquired and Liabilities Assumed (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 20, 2013 | Dec. 31, 2014 | 6-May-14 |
In Thousands, unless otherwise specified | |||||
Allocation of purchase price to the estimated fair values of the assets acquired and liabilities assumed | |||||
Goodwill | $77,617 | $60,384 | $60,400 | ||
AGS Capital, LLC [Member] | |||||
Allocation of purchase price to the estimated fair values of the assets acquired and liabilities assumed | |||||
Currents assets | 17,858 | ||||
Gaming equipment, vehicles and other equipment, net | 46,734 | ||||
Goodwill | 63,873 | 63,873 | |||
Intangible assets | 97,512 | ||||
Other long-term assets | 1,616 | ||||
Total assets | 227,593 | ||||
Total liabilities | 7,102 | ||||
Total equity purchase price | 220,491 | ||||
C2 Gaming, LLC [Member] | |||||
Allocation of purchase price to the estimated fair values of the assets acquired and liabilities assumed | |||||
Currents assets | 545 | ||||
Gaming equipment, vehicles and other equipment, net | 534 | ||||
Goodwill | 13,744 | ||||
Intangible assets | 8,722 | ||||
Total assets | 23,545 | ||||
Total liabilities | 272 | ||||
Total equity purchase price | $23,273 |
Acquisitions_Tangible_Assets_D
Acquisitions - Tangible Assets (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 20, 2013 | 6-May-14 |
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Average remaining useful life (in years) | 3 years | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Average remaining useful life (in years) | 7 years | ||
AGS Capital, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Gaming equipment, vehicles and other | 46,734 | ||
AGS Capital, LLC [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Average remaining useful life (in years) | 1 year | ||
AGS Capital, LLC [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Average remaining useful life (in years) | 5 years | ||
C2 Gaming, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Gaming equipment, vehicles and other | 534 | ||
C2 Gaming, LLC [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Average remaining useful life (in years) | 1 year | ||
C2 Gaming, LLC [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Average remaining useful life (in years) | 5 years |
Acquisitions_Acquired_Intangib
Acquisitions - Acquired Intangible Assets (Details) (USD $) | 0 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 20, 2013 | 6-May-14 | Sep. 30, 2014 | Dec. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $101,885 | $98,664 | ||
AGS Capital, LLC [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | 97,512 | |||
AGS Capital, LLC [Member] | Trade Name/Titles [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 809 | |||
Average remaining useful life (in years) | 7 years | |||
AGS Capital, LLC [Member] | Customer Agreements and Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 60,112 | |||
Average remaining useful life (in years) | 7 years | |||
AGS Capital, LLC [Member] | Third Party Licenses [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 11,520 | |||
AGS Capital, LLC [Member] | Third Party Licenses [Member] | Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Average remaining useful life (in years) | 3 years | |||
AGS Capital, LLC [Member] | Third Party Licenses [Member] | Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Average remaining useful life (in years) | 5 years | |||
AGS Capital, LLC [Member] | Internally Developed Gaming Software [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 10,872 | |||
AGS Capital, LLC [Member] | Internally Developed Gaming Software [Member] | Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Average remaining useful life (in years) | 1 year | |||
AGS Capital, LLC [Member] | Internally Developed Gaming Software [Member] | Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Average remaining useful life (in years) | 5 years | |||
AGS Capital, LLC [Member] | Purchased Software/Platform [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 2,073 | |||
AGS Capital, LLC [Member] | Purchased Software/Platform [Member] | Minimum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Average remaining useful life (in years) | 1 year | |||
AGS Capital, LLC [Member] | Purchased Software/Platform [Member] | Maximum [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Average remaining useful life (in years) | 5 years | |||
C2 Gaming, LLC [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 8,722 | |||
C2 Gaming, LLC [Member] | Trade Name/Titles [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 2,126 | |||
Average remaining useful life (in years) | 3 years | |||
C2 Gaming, LLC [Member] | Purchased Software/Platform [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 1,559 | |||
Average remaining useful life (in years) | 5 years | |||
C2 Gaming, LLC [Member] | Customer agreements [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets acquired | 5,037 | |||
Average remaining useful life (in years) | 7 years | |||
Trade Name/Titles [Member] | AGS Capital, LLC [Member] | ||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets acquired | $12,126 |
Acquisitions_Pro_Forma_Results
Acquisitions - Pro Forma Results (Details) (AGS Capital, LLC [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
AGS Capital, LLC [Member] | |
Pro forma results | |
Revenues | $58,414 |
Loss from operations | -5,176 |
Net loss | ($21,223) |
Basic and diluted loss per share common share (in usd per share) | ($2.13) |
Acquisitions_Narrative_Details
Acquisitions - Narrative (Details) (USD $) | 1 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | ||||
31-May-14 | Dec. 20, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | 6-May-14 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $60,400,000 | $77,617,000 | $60,384,000 | ||||||
Line of Credit Facility [Abstract] | |||||||||
Common stock, shares issued (in shares) | 10,000,000 | 10,000,100 | |||||||
Common stock, par value (in usd per share) | $0.01 | $0.01 | |||||||
Common stock, value (including APIC) | 100,000,000 | ||||||||
Term Facility [Member] | Wholly-owned subsidiary [Member] | |||||||||
Line of Credit Facility [Abstract] | |||||||||
Senior secured credit facilities | 155,000,000 | ||||||||
Revolving Facility [Member] | |||||||||
Line of Credit Facility [Abstract] | |||||||||
Draw under credit facility | 10,000,000 | ||||||||
Revolving Facility [Member] | Wholly-owned subsidiary [Member] | |||||||||
Line of Credit Facility [Abstract] | |||||||||
Senior secured credit facilities | 25,000,000 | ||||||||
AGS Capital, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Contractual cash purchase price | 220,300,000 | ||||||||
Seller notes | 5,531,000 | ||||||||
Contingent consideration settlement | 3,300,000 | ||||||||
Working Capital Adjustment | 5,340,000 | ||||||||
Aggregate purchase price | 220,491,000 | ||||||||
Purchase price allocation to goodwill | 2,000,000 | 1,500,000 | |||||||
Goodwill | 63,873,000 | 63,873,000 | |||||||
Line of Credit Facility [Abstract] | |||||||||
Common stock, shares issued (in shares) | 10,000,000 | ||||||||
Common stock, par value (in usd per share) | $0.01 | ||||||||
Common stock, value (including APIC) | 100,000,000 | ||||||||
AGS Capital, LLC [Member] | Term Facility [Member] | Wholly-owned subsidiary [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Financing agreement amount | 155,000,000 | ||||||||
AGS Capital, LLC [Member] | Revolving Facility [Member] | Wholly-owned subsidiary [Member] | |||||||||
Line of Credit Facility [Abstract] | |||||||||
Senior secured credit facilities | 25,000,000 | ||||||||
AGS Capital, LLC [Member] | Notes Payable [Member] | Promissory Notes 2.2 Million [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Seller notes | 2,200,000 | ||||||||
AGS Capital, LLC [Member] | Notes Payable [Member] | Promissory Note 3.3 Million [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Seller notes | 3,300,000 | ||||||||
C2 Gaming, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, percentage of equity interests acquired | 100.00% | ||||||||
Working Capital Adjustment | -273,000 | ||||||||
Aggregate purchase price | 23,273,000 | ||||||||
Goodwill | 13,744,000 | ||||||||
C2 Gaming, LLC [Member] | Revolving Facility [Member] | |||||||||
Line of Credit Facility [Abstract] | |||||||||
Draw under credit facility | $10,000,000 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Accumulated Other Comprehensive Income (Loss), Net Of Tax [Roll Forward] | |
Beginning Balance | ($1) |
Current period other comprehensive gain | 289 |
Ending Balance | 288 |
Foreign currency translation [Member] | |
Accumulated Other Comprehensive Income (Loss), Net Of Tax [Roll Forward] | |
Beginning Balance | -1 |
Current period other comprehensive gain | 289 |
Ending Balance | $288 |
Contract_Rights_Under_Developm1
Contract Rights Under Development Agreements and Customer Agreements (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Contract Rights Under Development and Customer Agreements [Line Items] | ||||
Accretion of contract rights under development agreements and customer agreements | $0 | $58 | ||
Predecessor [Member] | ||||
Contract Rights Under Development and Customer Agreements [Line Items] | ||||
Accretion of contract rights under development agreements and customer agreements | $3,856 | $3,933 |
Gaming_Equipment_Vehicles_and_2
Gaming Equipment, Vehicles and Other Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | ($16,428) | ($477) |
Total gaming equipment, vehicles and other equipment, net | 40,769 | 49,505 |
Gaming equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gaming equipment, vehicles and other equipment, gross | 50,516 | 44,212 |
Vehicles and other equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gaming equipment, vehicles and other equipment, gross | $6,681 | $5,770 |
Gaming_Equipment_Vehicles_and_3
Gaming Equipment, Vehicles and Other Equipment - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | |||||||
Gaming equipment, vehicles and other equipment, net | $49,505,000 | $40,769,000 | |||||
Successor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | 500,000 | 16,800,000 | |||||
Gaming equipment, vehicles and other equipment, net | 49,505,000 | 40,769,000 | |||||
Increase in deposits and other | 247,000 | 241,000 | |||||
Increase (decrese) in other assets | 0 | 1,498,000 | |||||
Predecessor [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | 14,700,000 | 14,600,000 | |||||
Increase in deposits and other | 1,395,000 | 1,000,000 | |||||
Increase (decrese) in other assets | 248,000 | 728,000 | |||||
Restatement Adjustment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gaming equipment, vehicles and other equipment, net | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Reduction in gaming equipment, vehicles and other equipment | 2,000,000 | ||||||
Increase in deposits and other | 200,000 | ||||||
Increase (decrese) in other assets | 600,000 | 9,000 | 400,000 | ||||
Reduction in depreciation expense | 300,000 | -100,000 | 300,000 | ||||
Earnings per share, basic and diluted (in usd per share) | $0.03 | ||||||
Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives of gaming equipment, vehicles and other equipment | 3 years | ||||||
Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives of gaming equipment, vehicles and other equipment | 7 years | ||||||
Gaming equipment [Member] | Restatement Adjustment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Reduction in gaming equipment, vehicles and other equipment | $2,000,000 | ||||||
Gaming equipment [Member] | Illinois [Member] | Restatement Adjustment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives of gaming equipment, vehicles and other equipment | 6 years | ||||||
Gaming equipment [Member] | Illinois [Member] | Restatement Adjustment [Member] | Incorrect Useful Life [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives of gaming equipment, vehicles and other equipment | 5 years | ||||||
Gaming equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives of gaming equipment, vehicles and other equipment | 3 years | ||||||
Gaming equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful lives of gaming equipment, vehicles and other equipment | 6 years |
Goodwill_and_Intangibles_Chang
Goodwill and Intangibles - Changes in Carrying Amount of Goodwill (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 20, 2013 |
In Thousands, unless otherwise specified | |||
Changes in carrying amount of goodwill | |||
Gross Carrying amount | $77,617 | $60,384 | |
Accumulated Impairment | 0 | 0 | |
Net Carrying Value | $77,617 | $60,384 | $60,400 |
Goodwill_and_Intangibles_Sched
Goodwill and Intangibles - Schedule of Intangibles Assets (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 20, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 6 years 4 months 24 days | |||
Finite-lived intangible assets, accumulated amortization | ($16,730) | ($453) | ||
Intangible assets, gross value | 118,615 | 99,117 | ||
Intangible assets, net carrying value | 101,885 | 98,664 | ||
Minimum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 1 year | |||
Maximum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 10 years | |||
Trade Names [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 7 years | 7 years | ||
Finite-lived intangible assets, gross value | 809 | 809 | ||
Finite-lived intangible assets, accumulated amortization | -119 | -3 | ||
Finite-lived intangible assets, net carrying value | 800 | 690 | 806 | |
Customer Agreements and Relationships [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 7 years | |||
Finite-lived intangible assets, gross value | 60,112 | 60,112 | ||
Finite-lived intangible assets, accumulated amortization | -8,841 | -254 | ||
Finite-lived intangible assets, net carrying value | 51,271 | 59,858 | ||
Customer Relationships [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 7 years | 7 years | ||
Finite-lived intangible assets, gross value | 60,100 | 5,037 | 0 | |
Finite-lived intangible assets, accumulated amortization | -472 | 0 | ||
Finite-lived intangible assets, net carrying value | 4,565 | 0 | ||
Customer agreements [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, gross value | 678 | 0 | ||
Finite-lived intangible assets, accumulated amortization | -58 | 0 | ||
Finite-lived intangible assets, net carrying value | 620 | 0 | ||
Customer agreements [Member] | Minimum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 1 year | |||
Customer agreements [Member] | Maximum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 7 years | |||
Noncompete Agreements [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 3 years | |||
Finite-lived intangible assets, gross value | 10 | 0 | ||
Finite-lived intangible assets, accumulated amortization | 0 | 0 | ||
Finite-lived intangible assets, net carrying value | 10 | 0 | ||
Third Party Licenses [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, gross value | 11,520 | 11,520 | ||
Finite-lived intangible assets, accumulated amortization | -2,437 | -70 | ||
Finite-lived intangible assets, net carrying value | 9,083 | 11,450 | ||
Third Party Licenses [Member] | Minimum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 3 years | |||
Third Party Licenses [Member] | Maximum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 5 years | |||
Internally Developed Gaming Software [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, gross value | 14,504 | 12,474 | ||
Finite-lived intangible assets, accumulated amortization | -3,509 | -108 | ||
Finite-lived intangible assets, net carrying value | 10,995 | 12,366 | ||
Internally Developed Gaming Software [Member] | Minimum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 1 year | |||
Internally Developed Gaming Software [Member] | Maximum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 5 years | |||
Intellectual Property [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, gross value | 10,965 | 0 | ||
Finite-lived intangible assets, accumulated amortization | -811 | 0 | ||
Finite-lived intangible assets, net carrying value | 10,154 | 0 | ||
Intellectual Property [Member] | Minimum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 10 years | |||
Intellectual Property [Member] | Maximum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 20 years | |||
Purchased Software [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, gross value | 2,854 | 2,076 | ||
Finite-lived intangible assets, accumulated amortization | -483 | -18 | ||
Finite-lived intangible assets, net carrying value | 2,371 | 2,058 | ||
Purchased Software [Member] | Minimum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 1 year | |||
Purchased Software [Member] | Maximum [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Finite-lived intangible assets, useful life (years) | 5 years | |||
Trade Names [Member] | ||||
Indefinite-Lived Intangible Assets | ||||
Indefinite-lived intangible assets, Value | $12,100 | $12,126 | $12,126 |
Goodwill_and_Intangibles_Finit
Goodwill and Intangibles - Finite-Lived Intangible Assets, Future Amortization Expense (Details) (Software and Software Development Costs [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Software and Software Development Costs [Member] | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2015 | $17,873 |
2016 | 17,852 |
2017 | 14,414 |
2018 | 13,547 |
2019 | 10,222 |
Thereafter | $15,851 |
Goodwill_and_Intangibles_Narra
Goodwill and Intangibles - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 20, 2013 | Apr. 27, 2012 | Apr. 20, 2012 | Apr. 13, 2012 | Apr. 06, 2012 | Mar. 31, 2012 | Mar. 30, 2012 | Feb. 28, 2012 | Jan. 09, 2012 | Apr. 05, 2012 | Apr. 02, 2012 | Jul. 13, 2012 | Sep. 30, 2014 | 6-May-14 | |
machine | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Goodwill | $60,400,000 | $60,384,000 | $60,400,000 | $77,617,000 | ||||||||||||||
Finite-lived intangible assets, useful life (years) | 6 years 4 months 24 days | |||||||||||||||||
Number of gaming machines | 8,740 | |||||||||||||||||
Predecessor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Payments to acquire intellectual property | 4,364,000 | 22,927,000 | ||||||||||||||||
Amortization expense related to intangible assets | 16,800,000 | 19,000,000 | ||||||||||||||||
Impairment of intangibles | 1,721,000 | 3,686,000 | ||||||||||||||||
Successor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Goodwill | 77,617,000 | 60,384,000 | ||||||||||||||||
Payments to acquire intellectual property | 9,259,000 | 0 | ||||||||||||||||
Amortization expense related to intangible assets | 16,800,000 | 500,000 | ||||||||||||||||
Impairment of intangibles | 1,384,000 | 0 | ||||||||||||||||
AGS Capital, LLC [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Goodwill | 63,873,000 | 63,873,000 | 63,873,000 | |||||||||||||||
C2 Gaming, LLC [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Goodwill | 13,744,000 | |||||||||||||||||
Trade Names [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Indefinite-lived intangible assets, Value | 12,100,000 | 12,126,000 | 12,100,000 | 12,126,000 | ||||||||||||||
Contractual Rights, Customer Relationships and Agreements [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, net carrying value | 59,858,000 | 51,271,000 | ||||||||||||||||
Finite-lived intangible assets, gross value | 60,112,000 | 60,112,000 | ||||||||||||||||
Finite-lived intangible assets, useful life (years) | 7 years | |||||||||||||||||
Trade Names [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, net carrying value | 800,000 | 806,000 | 800,000 | 690,000 | ||||||||||||||
Finite-lived intangible assets, gross value | 809,000 | 809,000 | ||||||||||||||||
Finite-lived intangible assets, useful life (years) | 7 years | 7 years | ||||||||||||||||
Customer Relationships [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, net carrying value | 0 | 4,565,000 | ||||||||||||||||
Finite-lived intangible assets, gross value | 60,100,000 | 0 | 60,100,000 | 5,037,000 | ||||||||||||||
Finite-lived intangible assets, useful life (years) | 7 years | 7 years | ||||||||||||||||
Customer Relationships [Member] | C2 Gaming, LLC [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, gross value | 5,000,000 | |||||||||||||||||
Purchased Software [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, net carrying value | 2,058,000 | 2,371,000 | ||||||||||||||||
Finite-lived intangible assets, gross value | 2,076,000 | 2,854,000 | ||||||||||||||||
Purchased Software [Member] | C2 Gaming, LLC [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, gross value | 3,700,000 | |||||||||||||||||
Intellectual Property [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, net carrying value | 0 | 10,154,000 | ||||||||||||||||
Finite-lived intangible assets, gross value | 0 | 10,965,000 | ||||||||||||||||
Payments to acquire intellectual property | 7,300,000 | |||||||||||||||||
Service Agreements [Member] | Predecessor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Payment for service agreement | 22,800,000 | |||||||||||||||||
Service agreement duration | 5 years | |||||||||||||||||
Payment for servicing fee | 2,000,000 | |||||||||||||||||
Payment for performance-based bonus | 1,000,000 | |||||||||||||||||
Payment due for Definitive Agreement execution | 3,500,000 | |||||||||||||||||
Additional Definitive Agreement payment | 19,300,000 | |||||||||||||||||
Definitive agreement extension period | 1 month | |||||||||||||||||
Definitive agreement extension First Option Payment | 2,500,000 | |||||||||||||||||
Definitive agreement extension Second Option Payment | 2,500,000 | |||||||||||||||||
Definitive agreement extension amended Second Option Payments | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||
Licensing Agreements [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, net carrying value | 11,450,000 | 9,083,000 | ||||||||||||||||
Finite-lived intangible assets, gross value | 11,520,000 | 11,520,000 | ||||||||||||||||
Developed Technology Rights [Member] | Predecessor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Amortization expense related to intangible assets | 3,200,000 | 3,500,000 | ||||||||||||||||
Developed Technology Rights [Member] | Successor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Amortization expense related to intangible assets | 3,600,000 | 100,000 | ||||||||||||||||
In Bet, LLC [Member] | Intellectual Property [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Payments to acquire intellectual property | 3,800,000 | |||||||||||||||||
Letter Of Intent [Member] | Capital Addition Purchase Commitments [Member] | Predecessor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Total cash consideration for video lottery terminal business | 5,000,000 | |||||||||||||||||
Portion of video lottery terminal business price paid upon the execution of an asset purchase agreement | 1,800,000 | |||||||||||||||||
Portion of video lottery terminal business paid at closing | 3,000,000 | |||||||||||||||||
Payment for exclusivity period | 200,000 | |||||||||||||||||
Exclusivity period duration | 60 days | |||||||||||||||||
Contract Rights Under Development [Member] | Predecessor [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Number of gaming machines | 64 | |||||||||||||||||
Payment for contract rights | $600,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 1 year | |||||||||||||||||
Minimum [Member] | Purchased Software [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 1 year | |||||||||||||||||
Minimum [Member] | Intellectual Property [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 10 years | |||||||||||||||||
Minimum [Member] | Licensing Agreements [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 3 years | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 10 years | |||||||||||||||||
Maximum [Member] | Purchased Software [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 5 years | |||||||||||||||||
Maximum [Member] | Intellectual Property [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 20 years | |||||||||||||||||
Maximum [Member] | Licensing Agreements [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||||
Finite-lived intangible assets, useful life (years) | 5 years |
Canadian_Payroll_Tax_Receivabl1
Canadian Payroll Tax Receivable (Details) (Canadian Tax Authority [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Canadian Tax Authority [Member] | ||
Income Tax Holiday [Line Items] | ||
Minimum annual labor expenses to qualify for tax holiday | $1,000,000 | |
Canadian payroll tax receivable | $200,000 | $23,000 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of accounts payable and accrued liabilities | ||
Trade accounts payable | $1,266 | $2,005 |
Salary and payroll tax accrual | 3,002 | 1,660 |
Accrued commission | 351 | 318 |
C2 Gaming one-year payout (see Note 3) | 9,000 | 0 |
C2 Gaming contingent consideration (see Note 3) | 2,500 | 0 |
Proceeds from employees in advance of common stock issuance (see Note 11) | 1,969 | 0 |
Accrued other | 4,707 | 2,264 |
Total accounts payable and accrued liabilities | $22,795 | $6,247 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | Dec. 20, 2013 |
Debt Instrument [Line Items] | ||||
Total debt | $166,689,000 | $154,927,000 | ||
Less—Amounts due within one year | -2,495,000 | -1,550,000 | ||
Long-term debt | 164,194,000 | 153,377,000 | ||
Equipment, Long-Term Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 2,230,000 | 0 | ||
Debt instrument, stated interest rate | 7.50% | |||
Term Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 148,447,000 | 149,396,000 | ||
Term Facility [Member] | Wholly-owned subsidiary [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, stated interest rate | 9.25% | |||
Unamortized discount | 5,003,000 | 5,604,000 | ||
Revolving Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | 10,000,000 | 0 | ||
Revolving Facility [Member] | Wholly-owned subsidiary [Member] | ||||
Debt Instrument [Line Items] | ||||
Revolving Facility, interest above LIBOR or base rate | 8.46% | |||
AGS Capital, LLC [Member] | Seller Notes [Member] | Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Total debt | $6,012,000 | $5,531,000 | ||
Debt instrument, stated interest rate | 8.50% |
LongTerm_Debt_Aggregate_Contra
Long-Term Debt - Aggregate Contractual Future Principal Payments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2015 | $2,495 | |
2016 | 2,569 | |
2017 | 1,816 | |
2018 | 11,550 | |
2019 | 1,550 | |
Thereafter | 151,712 | |
Total scheduled maturities | 171,692 | |
Unamortized debt discount | -5,003 | |
Total debt | $166,689 | $154,927 |
LongTerm_Debt_Senior_Secured_C
Long-Term Debt - Senior Secured Credit Facilities Narrative (Details) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||
Jun. 30, 2014 | 31-May-14 | Dec. 31, 2014 | Mar. 31, 2015 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 20, 2013 | |
Senior Secured Credit Facilities [Line Items] | |||||||
Promissory notes, amount | $166,689,000 | $154,927,000 | |||||
Senior Secured Credit [Member] | Wholly-owned subsidiary [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Scheduled quarterly payments in amounts equal to the original aggregate principal amount | 0.25% | ||||||
Credit facility, maximum net first lien leverage ratio | 5.5 | ||||||
Financing agreement amount | 155,000,000 | ||||||
Revolving Facility [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Draw under credit facility | 10,000,000 | ||||||
Promissory notes, amount | 10,000,000 | 0 | |||||
Revolving Facility [Member] | Wholly-owned subsidiary [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Senior secured credit facilities | 25,000,000 | ||||||
Commitment fee percentage | 0.50% | ||||||
Outstanding under the Revolving Facility | 10,000,000 | ||||||
Subsequent Event [Member] | Revolving Facility [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Draw under credit facility | 1,000,000 | ||||||
Equipment, Long-Term Notes Payable [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Promissory notes, amount | 2,230,000 | 0 | |||||
Debt instrument, stated interest rate | 7.50% | ||||||
Financing agreement amount | 2,700,000 | ||||||
Number of days payments commence from delivery date | 90 days | ||||||
Term of instrument | 34 months | ||||||
AGS Capital, LLC [Member] | Revolving Facility [Member] | Wholly-owned subsidiary [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Senior secured credit facilities | 25,000,000 | ||||||
Promissory Notes 2.2 Million [Member] | AGS Capital, LLC [Member] | Notes Payable [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Promissory notes, amount | 2,200,000 | ||||||
Promissory Note 3.3 Million [Member] | AGS Capital, LLC [Member] | Notes Payable [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Promissory notes, amount | 3,300,000 | ||||||
Seller Notes [Member] | AGS Capital, LLC [Member] | Notes Payable [Member] | |||||||
Senior Secured Credit Facilities [Line Items] | |||||||
Promissory notes issued | 2 | ||||||
Promissory notes, amount | 6,012,000 | 5,531,000 | |||||
Capitalized interest | $500,000 | ||||||
Debt instrument, stated interest rate | 8.50% |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | ||||
Apr. 28, 2014 | Apr. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 20, 2013 | |
class | |||||
Conversion of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 30,000,100 | ||||
Common stock, par value (in usd per share) | $0.01 | $0.01 | |||
Common stock, shares issued (in shares) | 10,000,100 | 10,000,000 | |||
Number of classes of common stock | 2 | ||||
Common stock, shares outstanding (in shares) | 10,000,100 | 10,000,000 | |||
Number of shares converted (in shares) | 10,000,000 | ||||
Number of votes per share of common stock | 1 | ||||
Proceeds from employees in advance of common stock issuance (see Note 11) | $1,969,000 | $0 | |||
Preferred stock, shares authorized (in shares) | 100,000 | ||||
Preferred stock, par value (in usd per share) | $0.01 | ||||
Preferred stock, shares issued (in shares) | 0 | ||||
Nonvoting Common Stock [Member] | |||||
Conversion of Stock [Line Items] | |||||
Number of shares converted (in shares) | 10,000,000 | ||||
Voting Common Stock [Member] | |||||
Conversion of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 100 | ||||
Common Class B [Member] | |||||
Conversion of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 20,000 | 20,000 | |||
Value of shares issued under compensation plan | $200,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | |
Game Ingenuity (Principal) [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses incurred from related party transaction | $200,000 | $200,000 | |
Alpine Management Services, III LLC [Member] | Predecessor [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses incurred from related party transaction | 300,000 | 200,000 | |
Other Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses incurred from related party transaction | 519 | ||
Contribution from predecessor member | 60,700,000 | ||
Long-term Debt [Member] | Other Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Forgiveness of long-term debt to related party | 10,000,000 | ||
Violations, Debt Repayment And Working Capital [Member] | Other Affiliates [Member] | |||
Related Party Transaction [Line Items] | |||
Contribution from predecessor member | $50,700,000 |
Write_Downs_and_Other_Charges_
Write Downs and Other Charges (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | |
Write Downs And Other Charges [Line Items] | ||||
Debt issue costs | $3,500,000 | |||
Successor [Member] | ||||
Write Downs And Other Charges [Line Items] | ||||
Write downs and other charges | 7,469,000 | 2,973,000 | ||
Predecessor [Member] | ||||
Write Downs And Other Charges [Line Items] | ||||
Write downs and other charges | 3,664,000 | 4,378,000 | ||
Consulting Fees [Member] | ||||
Write Downs And Other Charges [Line Items] | ||||
Expenses incurred from related party transaction | 200,000 | |||
Consulting Fees [Member] | Predecessor [Member] | ||||
Write Downs And Other Charges [Line Items] | ||||
Expenses incurred from related party transaction | 300,000 | |||
C2 Gaming, LLC [Member] | Predecessor [Member] | ||||
Write Downs And Other Charges [Line Items] | ||||
Fees related to acquisition | $3,900,000 |
Basic_and_Diluted_Loss_Per_Sha1
Basic and Diluted Loss Per Share (Details) (USD $) | 12 Months Ended | 0 Months Ended |
Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS | 50,000 | |
Successor [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | $0 |
Benefit_Plans_Details
Benefit Plans (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 28, 2014 | Aug. 08, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum percentage of pretax earnings employee is eligible to contribute under defined contribution plan | 15.00% | |||||
Predecessor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Payment on phantom unit plan | $2,103,000 | $0 | ||||
401(k) defined contribution plan expense | 200,000 | 200,000 | ||||
Successor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Payment on phantom unit plan | 22,000 | 0 | ||||
401(k) defined contribution plan expense | 300,000 | 7,000 | ||||
Phantom Share Units [Member] | Predecessor [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Plan strike price value | 56,000,000 | |||||
Vesting period | 4 years | |||||
Long-Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Incentive plan period | 10 years | |||||
Long-Term Incentive Plan [Member] | Common Class B [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized under incentive plan (in shares) | 1,250,000 | |||||
Shares issued to employees upon receipt of regulatory approval (in shares) | 196,875 | |||||
Long-Term Incentive Plan [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting installments under incentive plan | 5 | |||||
Number of grant date anniversaries under incentive plan | 5 | |||||
Long-Term Incentive Plan [Member] | Chief Executive Officer [Member] | Common Class B [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued/acquired under incentive plan (in shares) | 20,000 | |||||
Option to purchase shares pursuant to agreement under the incentive plan (in shares) | 225,000 | |||||
Shares repurchased from individual (in shares) | 20,000 | |||||
Long-Term Incentive Plan [Member] | Chief Executive Officer [Member] | Common Class A [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Option to purchase shares under the incentive plan (in shares) | 30,000 | |||||
Long-Term Incentive Plan [Member] | Restricted Stock [Member] | Chief Executive Officer [Member] | Common Class B [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued/acquired under incentive plan (in shares) | 50,000 |
ShareBased_Compensation_Assump
Share-Based Compensation - Assumptions (Details) (Stock Option [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 576,250 |
Total Fair Value | $3,099,988 |
Fully Vested [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 30,000 |
Fair Value (Per Share) (in usd per share) | $4.07 |
Total Fair Value | 122,021 |
Risk free interest rate | 0.40% |
Expected term | 2 years |
Expected volatility | 75.00% |
April 28, 2014 [Member] | Tranche A [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 75,000 |
Fair Value (Per Share) (in usd per share) | $6.53 |
Total Fair Value | 489,888 |
Risk free interest rate | 2.20% |
Expected term | 6 years 6 months |
Expected volatility | 70.00% |
April 28, 2014 [Member] | Tranche B [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 75,000 |
Fair Value (Per Share) (in usd per share) | $5.18 |
Total Fair Value | 388,514 |
Risk free interest rate | 1.50% |
Expected term | 4 years 6 months |
Expected volatility | 75.00% |
Forward expected volatility rate | 55.00% |
Forward risk free interest rate | 3.60% |
April 28, 2014 [Member] | Tranche C [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 75,000 |
Fair Value (Per Share) (in usd per share) | $4.79 |
Total Fair Value | 359,476 |
Risk free interest rate | 1.50% |
Expected term | 4 years 6 months |
Expected volatility | 75.00% |
Forward expected volatility rate | 55.00% |
Forward risk free interest rate | 3.60% |
August 8, 2014 [Member] | Tranche A [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 107,082 |
Fair Value (Per Share) (in usd per share) | $6.51 |
Total Fair Value | 697,231 |
Risk free interest rate | 2.00% |
Expected term | 6 years 6 months |
Expected volatility | 70.00% |
August 8, 2014 [Member] | Tranche B [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 107,084 |
Fair Value (Per Share) (in usd per share) | $5.08 |
Total Fair Value | 543,933 |
Risk free interest rate | 1.50% |
Expected term | 4 years 6 months |
Expected volatility | 75.00% |
Forward expected volatility rate | 55.00% |
Forward risk free interest rate | 3.20% |
August 8, 2014 [Member] | Tranche C [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding (in shares) | 107,084 |
Fair Value (Per Share) (in usd per share) | $4.66 |
Total Fair Value | $498,925 |
Risk free interest rate | 1.50% |
Expected term | 4 years 6 months |
Expected volatility | 75.00% |
Forward expected volatility rate | 55.00% |
Forward risk free interest rate | 3.20% |
ShareBased_Compensation_Narrat
Share-Based Compensation - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Apr. 28, 2014 | Aug. 08, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock award expected dividend yield | 0.00% | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options canceled or forfeited during period (in shares) | 0 | ||
Stock Option [Member] | Fully Vested [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of granted options (in usd per share) | 4.07 | ||
Stock Option [Member] | Common Class B [Member] | Fully Vested [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 30,000 | ||
Options granted, exercise price (in dollars per share) | $10 | ||
Stock Option [Member] | Common Class B [Member] | Tranche A, B & C Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 225,000 | 321,250 | |
Options granted, exercise price (in dollars per share) | $10 | ||
Stock Option [Member] | Common Class B [Member] | Tranche A [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 182,082 | ||
Stock options granted, number of exercisable installments | 5 | ||
Stock options granted, number of exercisable anniversaries | 5 | ||
Stock Option [Member] | Common Class B [Member] | Tranche B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 182,084 | ||
Stock options granted, exercisable internal rate of return | 20.00% | ||
Stock options granted, exercisable minimum cash on cash return | 250.00% | ||
Stock Option [Member] | Common Class B [Member] | Tranche C [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted (in shares) | 182,084 | ||
Stock options granted, exercisable internal rate of return | 25.00% | ||
Stock options granted, exercisable minimum cash on cash return | 300.00% | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted, number of exercisable installments | 5 | ||
Stock options granted, number of exercisable anniversaries | 5 | ||
Stock options canceled or forfeited during period (in shares) | 0 | ||
Shares issued in period (in shares) | 50,000 | ||
Fair value of granted options (in usd per share) | $10 | ||
Long-Term Incentive Plan [Member] | Restricted Stock [Member] | Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 0 | ||
Long-Term Incentive Plan [Member] | Stock Option [Member] | Common Class B [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 0 |
Restructuring_Narrative_Detail
Restructuring - Narrative (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Costs | $1.20 |
Other Restructuring [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expected additional costs | $0.40 |
Restructuring_Details
Restructuring (Details) (Successor [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Restructuring Reserve [Roll Forward] | |
31-Dec-13 | $0 |
Charge to expense | 1,167 |
Cash paid | 767 |
Costs settled | 0 |
31-Dec-14 | 400 |
Accrued Severance [Member] | |
Restructuring Reserve [Roll Forward] | |
31-Dec-13 | 0 |
Charge to expense | 894 |
Cash paid | 767 |
Costs settled | 0 |
31-Dec-14 | 127 |
Other Restructuring [Member] | |
Restructuring Reserve [Roll Forward] | |
31-Dec-13 | 0 |
Charge to expense | 273 |
Cash paid | 0 |
Costs settled | 0 |
31-Dec-14 | $273 |
Income_Taxes_Provision_for_inc
Income Taxes - Provision for income tax expense (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 |
Successor [Member] | ||||
Deferred: | ||||
Federal | $50 | $2,005 | ||
State | 4 | 184 | ||
Income tax expense | 54 | 2,189 | ||
Predecessor [Member] | ||||
Deferred: | ||||
Federal | 0 | 0 | ||
State | 0 | 0 | ||
Income tax expense | $0 | $0 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of income tax at the federal statutory rate to the actual effective income tax rate (benefit) (Details) | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | |
Successor [Member] | ||||
Income Tax Examination [Line Items] | ||||
Federal statutory rate | -34.00% | -34.00% | ||
Non-taxable entities | 0.00% | 0.00% | ||
Foreign rate differential | 0.00% | 0.00% | ||
State income taxes, net of federal benefit | -3.10% | -0.80% | ||
Permanent differences | 0.00% | 0.20% | ||
Other differences | 0.00% | 0.40% | ||
Valuation allowance | 37.80% | 42.60% | ||
Effective income tax rate | 0.70% | 8.40% | ||
Predecessor [Member] | ||||
Income Tax Examination [Line Items] | ||||
Federal statutory rate | -34.00% | -34.00% | ||
Non-taxable entities | 32.70% | 34.50% | ||
Foreign rate differential | -0.50% | 0.10% | ||
State income taxes, net of federal benefit | 0.00% | 0.00% | ||
Permanent differences | 0.00% | 0.00% | ||
Other differences | 0.00% | 0.00% | ||
Valuation allowance | 1.80% | -0.60% | ||
Effective income tax rate | 0.00% | 0.00% |
Income_Taxes_Components_of_net
Income Taxes - Components of net deferred tax liability (Details) (Successor [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Successor [Member] | ||
Current: | ||
Accrued expenses | $845 | $0 |
Allowance for bad debt | 3 | 3 |
Total current | 848 | 3 |
Valuation allowance | -731 | -3 |
Net current deferred tax asset | 117 | 0 |
Noncurrent: | ||
Transaction costs | 3,572 | 2,765 |
Impairment of prepaids | 117 | 0 |
Net operating loss carryforwards | 8,830 | 495 |
Other | 49 | 0 |
Amortization expense (identifiable intangibles) | 3,796 | 106 |
Total noncurrent | 16,364 | 3,366 |
Valuation allowance | -14,203 | -3,055 |
Net noncurrent deferred tax asset | 2,161 | 311 |
Deferred tax asset | 2,278 | 311 |
Deferred tax liabilities: | ||
Prepaid expenses and other | -645 | -275 |
Total current deferred tax liabilities | -645 | -275 |
Amortization expense (indefinite life intangibles) | -2,236 | -54 |
Depreciation expense | -1,633 | -36 |
Currency translation adjustment | -155 | 0 |
Total noncurrent deferred tax liability | -4,024 | -90 |
Deferred tax liability | -4,669 | -365 |
Net deferred tax liability | ($2,391) | ($54) |
Income_Taxes_Net_deferred_tax_
Income Taxes - Net deferred tax liability in the accompanying consolidated balance sheets (Details) (Successor [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Successor [Member] | ||
Income Tax Examination [Line Items] | ||
Deferred tax assets | $0 | $220 |
Deferred tax liability | -528 | -274 |
Deferred tax liability - noncurrent | -1,863 | 0 |
Net deferred tax liability | ($2,391) | ($54) |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $23.80 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 22 |
Canadian Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $2.50 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Oct. 11, 2011 | Oct. 31, 2014 | Oct. 31, 2012 | 14-May-12 | Dec. 31, 2012 | Oct. 05, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 20, 2013 | Dec. 31, 2012 | |
License Agreement with Ripley's Entertainment [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Accrued royalties under licensing agreement | $600,000 | |||||||||
License agreement renewal period | 1 year | |||||||||
Royalties prepaid under the agreement | 200,000 | 200,000 | 200,000 | |||||||
License Agreement with One Three Television, LLC [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Accrued royalties under licensing agreement | 400,000 | |||||||||
License agreement renewal period | 2 years | |||||||||
Royalties prepaid under the agreement | 200,000 | 100,000 | ||||||||
License Agreement with Freemantle Media North America, Inc. [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Accrued royalties under licensing agreement | 700,000 | |||||||||
License agreement renewal period | 3 years | |||||||||
Royalties prepaid under the agreement | 200,000 | 200,000 | ||||||||
Successor [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Rent expense | 22,000 | 800,000 | ||||||||
Predecessor [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Rent expense | $600,000 | $700,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future minimum lease payments (Details) (Successor [Member], USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Successor [Member] | |
Operating Leased Assets [Line Items] | |
2015 | $803 |
2016 | 806 |
2017 | 784 |
2018 | 812 |
2019 | 841 |
Thereafter | 1,245 |
Total | $5,291 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 20, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 20, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 |
Predecessor [Member] | |||||||||||||
Revenues | $12,470 | $14,768 | $13,804 | $15,419 | $56,461 | $58,555 | |||||||
Loss from operations | -4,952 | -5,199 | -1,413 | -240 | -11,804 | -31,433 | |||||||
Net loss | -23,679 | -8,306 | -5,946 | -4,245 | -42,176 | -42,176 | -41,198 | ||||||
Successor [Member] | |||||||||||||
Revenues | 1,953 | 18,718 | 18,836 | 17,428 | 17,158 | 72,140 | |||||||
Loss from operations | -7,623 | -4,216 | -3,432 | -1,468 | 695 | -8,421 | |||||||
Net loss | ($8,156) | ($9,250) | ($8,674) | ($6,203) | ($4,249) | ($28,376) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | |||||
Mar. 11, 2015 | Mar. 16, 2015 | Mar. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 20, 2013 | |
Subsequent Event [Line Items] | ||||||
Common stock, par value (in usd per share) | $0.01 | $0.01 | ||||
Promissory notes, amount | $166,689,000 | $154,927,000 | ||||
Long-Term Incentive Plan [Member] | Management [Member] | Employee Stock Option [Member] | Common Class B [Member] | Subscription Arrangement [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued under subscription agreement (in shares) | 20,673 | |||||
Stock options granted under subscription agreement (in shares) | 95,625 | |||||
Long-Term Incentive Plan [Member] | Chief Executive Officer [Member] | Common Class B [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock repurchased in period (in shares) | 12,000 | |||||
Cadillac Jack [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Contractual cash purchase price | 370,000,000 | |||||
Common stock, par value (in usd per share) | $0.01 | |||||
Notes Payable [Member] | Cadillac Jack [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Promissory notes, amount | $12,000,000 |