Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
DEI | |
Document Type | S-1 |
Entity Registrant Name | Golden Nugget Online Gaming, Inc. |
Entity Central Index Key | 0001768012 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||||||||
Total current assets | $ 55,325,000 | $ 44,091,000 | $ 18,310,000 | |||||
Total Assets | 63,283,000 | 47,205,000 | 21,799,000 | |||||
Current Liabilities: | ||||||||
Total current liabilities | 82,521,000 | 50,978,000 | 24,479,000 | |||||
Total Liabilities | 371,077,000 | 55,590,000 | 31,079,000 | |||||
Stockholders' Equity: | ||||||||
Common stock | 0 | 0 | ||||||
Retained Earnings | (18,609,000) | (8,385,000) | (9,280,000) | |||||
Total Stockholders' equity | (307,794,000) | (8,385,000) | $ (6,501,000) | (9,280,000) | ||||
Total liabilities and stockholders' equity | 63,283,000 | 47,205,000 | 21,799,000 | |||||
Landcadia Holdings II, Inc | ||||||||
Current Assets: | ||||||||
Cash | 897,253 | 1,593,104 | 0 | |||||
Prepaid assets | 31,169 | 20,433 | 0 | |||||
Total current assets | 928,422 | 1,613,537 | 0 | |||||
Cash and investments held in trust account | 320,494,513 | 319,901,512 | 0 | |||||
Total Assets | 321,422,935 | 321,515,049 | 0 | |||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | 160,912 | 289,830 | 0 | |||||
Income taxes payable | 131,211 | 664,486 | 0 | |||||
Total current liabilities | 292,123 | 954,316 | 0 | |||||
Deferred underwriting commissions | 11,068,750 | 11,068,750 | 0 | |||||
Total Liabilities | 11,360,873 | 12,023,066 | 0 | |||||
Class A common stock subject to possible redemption, 30,117,474 and 30,181,451 shares at redemption value of $10.13 and $10.09, respectively | 305,062,052 | 304,491,973 | 0 | |||||
Stockholders' Equity: | ||||||||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | 0 | 0 | 0 | |||||
Additional paid-in capital | 1,929,257 | 2,499,342 | 618 | |||||
Retained Earnings | 3,069,812 | 2,499,733 | 0 | |||||
Stock subscription receivable, affiliates | 0 | (1,000) | ||||||
Total Stockholders' equity | 5,000,010 | $ 5,000,010 | $ 5,000,010 | 5,000,010 | $ 5,000,010 | $ 5,000,010 | $ (20,974) | 0 |
Total liabilities and stockholders' equity | 321,422,935 | 321,515,049 | 0 | |||||
Class A common stock | Landcadia Holdings II, Inc | ||||||||
Stockholders' Equity: | ||||||||
Common stock | 150 | 144 | 0 | |||||
Class B common stock | Landcadia Holdings II, Inc | ||||||||
Stockholders' Equity: | ||||||||
Common stock | $ 791 | $ 791 | $ 382 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | May 09, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Dec. 31, 2018 | |
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||
Preferred stock authorized | 1,000,000 | ||||||
Common stock par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||
Common stock authorized | 2,500 | 2,500 | 2,500 | ||||
Common stock issued | 100 | 100 | 100 | ||||
Common stock outstanding | 100 | 100 | 100 | 100 | |||
Landcadia Holdings II, Inc | |||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock issued | 0 | 0 | 0 | ||||
Preferred stock outstanding | 0 | 0 | 0 | ||||
Common stock shares outstanding subject to possible redemptions | 30,181,451 | ||||||
Class A common stock | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock authorized | 200,000,000 | ||||||
Class A common stock | Landcadia Holdings II, Inc | |||||||
Redeemable shares issued (in shares) | 30,117,474 | 30,181,451 | |||||
Redemption value (in dollars per share) | $ 10.13 | $ 10.09 | |||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock issued | 1,507,526 | 1,443,549 | |||||
Common stock outstanding | 1,507,526 | 1,443,549 | |||||
Common stock shares outstanding subject to possible redemptions | 30,117,474 | 30,181,451 | |||||
Class B common stock | Landcadia Holdings II, Inc | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock issued | 7,906,250 | 7,906,250 | 3,815,625 | ||||
Common stock outstanding | 7,906,250 | 7,906,250 | 3,815,625 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Expenses: | |||||||||||||||
Loss from operations | $ 8,161,000 | $ 4,249,000 | $ 22,505,000 | $ 12,917,000 | $ 17,637,000 | $ 11,875,000 | |||||||||
Other income: | |||||||||||||||
Income (loss) before taxes | (3,150,000) | 4,247,000 | 3,428,000 | 12,912,000 | 17,631,000 | 11,867,000 | |||||||||
Tax benefit (provision) | 1,376,000 | (1,345,000) | (914,000) | (4,435,000) | (5,960,000) | (4,708,000) | |||||||||
Net income (loss) | (1,774,000) | 2,902,000 | 2,514,000 | 8,477,000 | 11,671,000 | 7,159,000 | |||||||||
Landcadia Holdings II, Inc | |||||||||||||||
Expenses: | |||||||||||||||
General and administrative expenses | 357,790 | $ 248,051 | 115,683 | $ 102,584 | $ 20,974 | 843,997 | 239,241 | 487,292 | 0 | $ 0 | |||||
Loss from operations | (357,790) | (115,683) | (843,997) | (239,241) | (487,292) | 0 | 0 | ||||||||
Other income: | |||||||||||||||
Interest income | 53,482 | 1,620,749 | 1,565,615 | 2,784,223 | 3,651,511 | 0 | 0 | ||||||||
Income (loss) before taxes | (304,308) | 1,505,066 | 721,618 | 2,544,982 | 3,164,219 | 0 | 0 | ||||||||
Tax benefit (provision) | 63,905 | (323,953) | (151,540) | (542,335) | (664,486) | 0 | 0 | ||||||||
Net income (loss) | $ (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | $ 1,181,113 | $ 842,508 | $ (20,974) | $ 570,078 | $ 2,002,647 | $ 2,499,733 | $ 0 | $ 0 | |||
Basic and diluted loss per share: | |||||||||||||||
Loss per share available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 | |||||||
Basic and diluted weighted average number of shares | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | [1] | 3,317,875 | [1] | 3,317,875 | [1] | |||||
[1] | The years ended December 31, 2018 and 2017 exclude an aggregate of 497,750 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters . |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Landcadia Holdings II, Inc | ||
Common Stock Subject to Forfeiture Excluded From Computation of Basic and Diluted Weighted Average Number of Shares | 497,750 | 497,750 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockLandcadia Holdings II, IncCommon Stock | Class A common stockLandcadia Holdings II, IncAdditional Paid-in Capital | Class B common stockLandcadia Holdings II, IncCommon Stock | Class B common stockLandcadia Holdings II, IncAdditional Paid-in Capital | Landcadia Holdings II, IncAdditional Paid-in Capital | Landcadia Holdings II, IncRetained Earnings / (Accumulated Deficit) | Landcadia Holdings II, IncStock subscription receivable, affiliates | Landcadia Holdings II, Inc | Common Stock | Retained Earnings / (Accumulated Deficit) | Total |
Balance at Dec. 31, 2016 | $ 382 | $ 618 | $ (1,000) | ||||||||
Balance (in shares) at Dec. 31, 2016 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | $ 0 | ||||||||||
Balance at Dec. 31, 2017 | $ 382 | 618 | (1,000) | $ 0 | $ (8,043,000) | ||||||
Balance (in shares) at Dec. 31, 2017 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 0 | 0 | 7,159,000 | $ 7,159,000 | |||||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | 0 | 0 | (9,280,000) | (9,280,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common shares issued | $ 409 | 9,591 | (10,000) | ||||||||
Common shares issued (in shares) | 4,090,625 | ||||||||||
Net income (loss) | $ (20,974) | (20,974) | |||||||||
Balance at Mar. 31, 2019 | $ 791 | 10,209 | (20,974) | (11,000) | (20,974) | ||||||
Balance (in shares) at Mar. 31, 2019 | 7,906,250 | ||||||||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | 0 | 0 | (9,280,000) | (9,280,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 2,002,647 | 8,477,000 | 8,477,000 | ||||||||
Balance at Sep. 30, 2019 | $ 144 | $ 791 | 2,996,428 | 2,002,647 | 5,000,010 | (6,501,000) | (6,501,000) | ||||
Balance (in shares) at Sep. 30, 2019 | 1,439,496 | 7,906,250 | |||||||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | 0 | 0 | (9,280,000) | (9,280,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common shares issued | $ (3,163) | $ (316,246,837) | $ 409 | $ 9,591 | (10,000) | (316,250,000) | |||||
Common shares issued (in shares) | 31,625,000 | 4,090,625 | |||||||||
Sponsor warrants issued | 8,825,000 | 8,825,000 | |||||||||
Underwriters commissions and offering costs | (18,093,750) | (18,093,750) | |||||||||
Class A shares subject to redemption | $ (3,019) | (304,488,954) | (304,491,973) | ||||||||
Class A shares subject to redemption (in shares) | 30,181,451 | ||||||||||
Payment of stock subscription receivable, affiliates | 11,000 | 11,000 | |||||||||
Net income (loss) | 2,499,733 | 2,499,733 | 0 | 11,671,000 | 11,671,000 | ||||||
Balance at Dec. 31, 2019 | $ 144 | $ 791 | 2,499,342 | 2,499,733 | 0 | 5,000,010 | 0 | (8,385,000) | (8,385,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1,443,549 | 7,906,250 | |||||||||
Balance at Mar. 31, 2019 | $ 791 | 10,209 | (20,974) | (11,000) | (20,974) | ||||||
Balance (in shares) at Mar. 31, 2019 | 7,906,250 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common shares issued | $ 3,163 | 316,246,837 | 316,250,000 | ||||||||
Common shares issued (in shares) | 31,625,000 | ||||||||||
Sponsor warrants issued | 8,825,000 | 8,825,000 | |||||||||
Underwriters commissions and offering costs | (18,093,750) | (18,093,750) | |||||||||
Class A shares subject to redemption | $ (3,020) | (302,810,754) | (302,813,774) | ||||||||
Class A shares subject to redemption (in shares) | (30,191,153) | ||||||||||
Payment of stock subscription receivable, affiliates | 11,000 | 11,000 | |||||||||
Net income (loss) | 842,508 | 842,508 | |||||||||
Balance at Jun. 30, 2019 | $ 143 | $ 791 | 4,177,542 | 821,534 | 5,000,010 | ||||||
Balance (in shares) at Jun. 30, 2019 | 1,433,847 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 1 | (1,181,114) | (1,181,113) | ||||||||
Class A shares subject to redemption (in shares) | 5,649 | ||||||||||
Net income (loss) | 1,181,113 | 1,181,113 | 2,902,000 | ||||||||
Balance at Sep. 30, 2019 | $ 144 | $ 791 | 2,996,428 | 2,002,647 | 5,000,010 | (6,501,000) | (6,501,000) | ||||
Balance (in shares) at Sep. 30, 2019 | 1,439,496 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 497,086 | ||||||||||
Balance at Dec. 31, 2019 | $ 144 | $ 791 | 2,499,342 | 2,499,733 | 0 | 5,000,010 | 0 | (8,385,000) | (8,385,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1,443,549 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 1 | $ 0 | (750,352) | 0 | 0 | (750,351) | |||||
Class A shares subject to redemption (in shares) | 11,355 | 0 | |||||||||
Net income (loss) | 750,351 | 750,351 | |||||||||
Balance at Mar. 31, 2020 | $ 145 | $ 791 | 1,748,990 | 3,250,084 | 5,000,010 | ||||||
Balance (in shares) at Mar. 31, 2020 | 1,454,904 | 7,906,250 | |||||||||
Balance at Dec. 31, 2019 | $ 144 | $ 791 | 2,499,342 | 2,499,733 | $ 0 | 5,000,010 | $ 0 | (8,385,000) | (8,385,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1,443,549 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 570,078 | 2,514,000 | 2,514,000 | ||||||||
Balance at Sep. 30, 2020 | $ 150 | $ 791 | 1,929,257 | 3,069,812 | 5,000,010 | (18,609,000) | (307,794,000) | ||||
Balance (in shares) at Sep. 30, 2020 | 1,507,526 | 7,906,250 | |||||||||
Balance at Mar. 31, 2020 | $ 145 | $ 791 | 1,748,990 | 3,250,084 | 5,000,010 | ||||||
Balance (in shares) at Mar. 31, 2020 | 1,454,904 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 2 | (60,133) | (60,131) | ||||||||
Class A shares subject to redemption (in shares) | 21,179 | ||||||||||
Net income (loss) | 60,131 | 60,131 | |||||||||
Balance at Jun. 30, 2020 | $ 147 | $ 791 | 1,688,857 | 3,310,215 | 5,000,010 | ||||||
Balance (in shares) at Jun. 30, 2020 | 1,476,083 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 3 | 240,400 | 240,403 | ||||||||
Class A shares subject to redemption (in shares) | 31,443 | ||||||||||
Net income (loss) | (240,403) | (240,403) | (1,774,000) | ||||||||
Balance at Sep. 30, 2020 | $ 150 | $ 791 | $ 1,929,257 | $ 3,069,812 | $ 5,000,010 | $ (18,609,000) | $ (307,794,000) | ||||
Balance (in shares) at Sep. 30, 2020 | 1,507,526 | 7,906,250 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
Landcadia Holdings II, Inc | |
Common Stock Shares Outstanding Subject to Forfeiture | 30,181,451 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||||
Net income | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||
Changes in operating assets and liabilities: | ||||||
Increase (decrease) in income taxes payable | 2,660,000 | 0 | ||||
Net cash used in operating activities | 24,434,000 | 18,873,000 | 35,199,000 | 26,362,000 | ||
Cash flows from investing activities: | ||||||
Net cash provided by (used in) investing activities | (11,000) | 0 | (73,000) | |||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | (14,076,000) | (5,758,000) | (10,860,000) | (14,921,000) | ||
Net increase (decrease) in cash and cash equivalents | 10,347,000 | 13,115,000 | 24,339,000 | 11,368,000 | ||
Cash and cash equivalents at beginning of period | 846,000 | 42,000 | 42,000 | |||
Cash and cash equivalents at end of period | $ 846,000 | 3,612,000 | 846,000 | 42,000 | ||
Supplemental schedule of non-cash financing activities: | ||||||
Cash and cash equivalents at beginning of period | 27,708,000 | 38,932,000 | 14,593,000 | 14,593,000 | 3,225,000 | |
Cash and cash equivalents at end of period | 38,932,000 | 49,279,000 | 27,708,000 | 38,932,000 | 14,593,000 | $ 3,225,000 |
Landcadia Holdings II, Inc | ||||||
Cash flows from operating activities: | ||||||
Net income | 497,086 | 570,078 | 2,002,647 | 2,499,733 | 0 | 0 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Trust account interest income | (1,565,615) | (2,784,223) | (3,651,512) | 0 | 0 | |
Changes in operating assets and liabilities: | ||||||
Decrease (increase) in prepaid expenses | (10,736) | (7,761) | (20,433) | 0 | 0 | |
Increase (decrease) in accounts payable and accrued liabilities | (128,918) | 19,252 | 191,046 | 0 | 0 | |
Increase (decrease) in income taxes payable | (533,275) | 542,335 | 664,486 | 0 | 0 | |
Net cash used in operating activities | (1,668,466) | (227,750) | (316,680) | 0 | 0 | |
Cash flows from investing activities: | ||||||
Cash withdrawn from trust account for tax payments | 972,615 | 0 | ||||
Cash deposited in trust account | 0 | (316,250,000) | (316,250,000) | 0 | 0 | |
Net cash provided by (used in) investing activities | 972,615 | (316,250,000) | (316,250,000) | 0 | 0 | |
Cash flows from financing activities: | ||||||
Proceeds from public offering | 0 | 316,250,000 | 316,250,000 | 0 | 0 | |
Proceeds from sale of private placement warrants | 0 | 8,825,000 | 8,825,000 | 0 | 0 | |
Proceeds from sale of common stock to sponsor | 0 | 10,000 | 10,000 | 0 | 0 | |
Payment for underwriting discounts | 0 | (6,325,000) | (6,325,000) | 0 | 0 | |
Payment of offering costs | 0 | (517,746) | (517,746) | 0 | 0 | |
Payment of notes payable, affiliates | 0 | (83,470) | (83,470) | 0 | 0 | |
Proceeds from stock subscriptions receivable, affiliates | 0 | 1,000 | 1,000 | 0 | 0 | |
Net cash provided by financing activities | 0 | 318,159,784 | 318,159,784 | 0 | 0 | |
Net increase (decrease) in cash and cash equivalents | (695,851) | 1,682,034 | 1,593,104 | 0 | 0 | |
Cash and cash equivalents at beginning of period | 1,682,034 | 1,593,104 | 0 | 0 | 0 | 0 |
Cash and cash equivalents at end of period | $ 1,593,104 | 897,253 | 1,682,034 | 1,593,104 | 0 | 0 |
Supplemental schedule of non-cash financing activities: | ||||||
Change in value of common shares subject to possible conversion | 570,078 | 2,036,728 | 2,533,813 | 0 | 0 | |
Initial classification of common shares subject to possible conversion | 0 | 301,958,160 | 301,958,160 | 0 | 0 | |
Deferred underwriting commissions | 0 | 11,068,750 | 11,068,750 | 0 | 0 | |
Accrued offering costs | 0 | 98,784 | 98,784 | 0 | 0 | |
Offering costs included in Notes payable, affiliates | $ 0 | $ 83,470 | $ 83,470 | $ 0 | $ 0 |
Nature of Business
Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Nature of Business | 1. Nature of Business and Subsequent Events Business Landcadia Holdings II, Inc., (the “Company”), was formed as CAPS Holding LLC, a Delaware limited liability company on August 11, 2015 and converted into a Delaware corporation on February 4, 2019. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On June 29, 2020 the Company announced that it has entered into a purchase agreement (the “Purchase Agreement”) to acquire Golden Nugget Online Gaming, Inc. (“GNOG”). The transaction is expected to close in the 4 th quarter of 2020. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. See Note 6 for further information. All activity through September 30, 2020 relates to the Company’s efforts to execute a suitable Business Combination as well as its formation and initial public offering of units (the “Public Offering”), which is described below. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc. (“FEI”) and Jefferies Financial Group Inc. (“JFG” and, together with FEI, the “Sponsors”). FEI is wholly owned by Tilman J. Fertitta, the Company's Co-Chairman and Chief Executive Officer. Financing The Company intends to finance its Business Combination in part with proceeds from its $316,250,000 Public Offering and $8,825,000 private placement (the “Private Placement”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 6, 2019. The Company consummated the Public Offering of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on May 9, 2019, generating gross proceeds of $316,250,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 5,883,333 warrants (the "Sponsor Warrants”) at a price of $1.50 per Sponsor Warrant. Upon the closing of the Public Offering and Private Placement, $316,250,000 from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. In the nine months ending September 30, 2020, we paid franchise tax expenses of $283,859 and Federal income tax expense of $684,815 from Trust Account earnings. The Company’s third amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by May 9, 2021 (within 24 months from the closing of the Public Offering); or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by May 9, 2021, subject to applicable law. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Sponsors and the Company's officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founders Shares (as defined below) and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founders Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by May 9, 2021, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a Business Combination by May 9, 2021, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founders Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($316,250,000 held in the Trust Account divided by 31,625,000 Public Shares). See Note 3. The Company will have until May 9, 2021 to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founders Shares (as defined below) held by them if the Company fails to complete its Business Combination by May 9, 2021; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founders Shares and any Public Shares in favor of the Business Combination. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. Fiscal Year End The Company has a December 31 fiscal year-end. | 1. Nature of Business Business Landcadia II Holdings, Inc., (the “Company”), was formed as CAPS Holding LLC, a Delaware limited liability company on August 11, 2015 and converted into a Delaware corporation of February 4, 2019. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. All activity through December 31, 2019 relates to the Company’s formation and its initial public offering of units (the “Public Offering”), which is described below. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc. (“FEI”) and Jefferies Financial Group Inc. (“JFG” and, together with FEI, the “Sponsors”). FEI is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Financing The Company intends to finance its Business Combination in part with proceeds from its $316,250,000 Public Offering and $8,825,000 private placement (the “Private Placement”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 6, 2019. The Company consummated the Public Offering of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on May 9, 2019, generating gross proceeds of $316,250,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 5,883,333 warrants (the “Sponsor Warrants”) at a price of $1.50 per Sponsor Warrant. Upon the closing of the Public Offering and Private Placement, $316,250,000 from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s third amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by May 9, 2021 (within 24 months from the closing of the Public Offering); or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by May 9, 2021, subject to applicable law. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Sponsors and the Company's officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founders Shares (as defined below) and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founders Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by May 9, 2021, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a Business Combination by May 9, 2021, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founders Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($316,250,000 held in the Trust Account divided by 31,625,000 Public Shares). See Note 3. The Company will have until May 9, 2021, to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founders Shares (as defined below) held by them if the Company fails to complete its Business Combination by May 9, 2021; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founders Shares and any Public Shares in favor of the Business Combination. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. Fiscal Year End The Company has a December 31 fiscal year-end. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Covid‑19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through an increase in new patrons utilizing online gaming due to closures of land-based casinos and suspensions, postponement and cancellations of major sports seasons and sporting events, although sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. Land based casinos reopened during the quarter with significant restrictions, which eased over time. However, virus cases began to increase and restrictions were reinstituted. As a result, the ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist and the subsequent behavior of new patrons after land-based casinos reopen fully. Merger Transaction On June 28, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of Landcadia Holdings II, Inc. (Landcadia II), (“Landcadia HoldCo”). Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, our Parent through one of its subsidiaries, Landry’s Fertitta, LLC (“LF LLC”) will receive (i) 31,350,625 Class B membership interests in Lancadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B Common Stock, par value $0.0001 per share of the newly combined company, which will entitle the holder to ten votes per share, subject to certain limitations, (iii) cash consideration in an amount of $30.0 million and (iv) the repayment of $150.0 million of the outstanding $300.0 million interest only term loan that was entered into on April 28, 2020, together with a related $24.0 million prepayment premium. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. At the closing, the newly combined entities (“New GNOG”) will be organized in an “Up-C” structure in which substantially all the assets and the business of New GNOG will be held indirectly by Landcadia HoldCo, and New GNOG’s only direct assets will consist of Class A membership interests of Landcadia HoldCo. New GNOG’s business will continue to operate through GNOG LLC. New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo and will control Landcadia HoldCo as the sole manager of Landcadia HoldCo in accordance with the terms of the amended and restated limited liability agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “HoldCo LLC Agreement”). LF LLC is expected to own approximately 45.9% of the combined membership interests in Landcadia HoldCo, but its membership interests will carry no voting rights. Beginning six months after the Closing, each HoldCo Class B Unit to be held by LF LLC will be redeemable by Landcadia HoldCo for either one share of Class A common stock, or at Landcadia HoldCo’s election, the cash equivalent to the market value of one share of Class A common stock pursuant to the HoldCo LLC Agreement. One share of the Class B common stock held by LF LLC will be canceled for each HoldCo Class B Unit redeemed. Landcadia HoldCo will own all of the equity interests in GNOG HoldCo, which will own all of the equity interests in GNOG LLC. Tilman J. Fertitta and Jeffries Financial Group Inc. (“JFG”) currently own 4,090,625 and 3,815,625, respectively, Class B founder shares in Landcadia II that will convert to Class A common shares upon consummation of the transaction, but following the forfeiture by JFG of two thirds of their Class B founder shares. Upon completion of the transaction, Mr. Fertitta and his affiliates will be beneficial owner of all of the outstanding shares of Class B common stock and will control the 79.9% of the voting power of New GNOG. Pursuant to Nasdaq rules, a company of which 50% of the voting power for the election of directors is held by an individual, a group or another company will qualify as a “controlled company”. As a “controlled company”, New GNOG will not be required to comply with certain Nasdaq rules that would otherwise require it to have: (i) a board of directors comprised of a majority of independent directors; (ii) compensation of its executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of independent directors or a nominating committee comprised solely of independent directors. The closing of the transaction is subject to certain conditions, including, among others, approval by Landcadia II’s stockholders of the Purchase Agreement, the transaction and certain other actions related thereto. The transaction is expected to close in the fourth quarter of 2020. Interim Financial Information The unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. Therefore, these unaudited condensed financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 In management’s opinion, these unaudited condensed financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2020 may not be indicative of the results that will be realized for the full year ending December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Basis of Presentation and Use of Estimates The financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on accounts and cash on hand. We consider short-term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. Amounts held in financial institutions are in excess of FDIC insurance limits. We have not experienced any losses in such account and believe we are not exposed to any significant risks on our cash in bank accounts. Pursuant to NJAC 13:69O‑1.3(k), a separate New Jersey bank account is maintained to segregate internet gaming patron’s funds on deposit, pending withdrawals, and active wagers. The balance in this account at December 31, 2019 and 2018 was $38.1 million and $14.6 million, respectively and is shown as restricted cash. Unrestricted cash balance at December 31, 2019 and 2018 was $0.8 million and $42 thousand, respectively. Accounts Receivable Receivables consist of amounts due from third party processors and online gaming operators. As of December 31, 2019, and 2018, there were $3.3 million and $2.3 million, respectively, due from gaming platform providers. Receivables are reviewed for collectability based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. For the years ended December 31, 2019 and 2018 there was no allowance for doubtful accounts. Accounts receivables are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively Customer Deposits Customer deposits are liabilities that relate to amounts received from customers and online betting operators and are required to be maintained to comply with regulatory requirements. As of December 31, 2019, and 2018, there were $29.2 million and $12.0 million, respectively, in deposits from customers and online gaming operators. Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. Revenue and Cost Recognition We recognize revenue for services when the services are performed and when we have no substantive performance obligations remaining. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of casino wins as revenue and our service provider’s share is reported in costs and expenses. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. We are contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate real money online gaming and sports betting in New Jersey, for which we receive royalties and cost reimbursement. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. Advertising Advertising costs are expensed as incurred during such year. Advertising expenses were $9.3 million and $8.2 million, in 2019 and 2018, respectively. Gaming Tax The Company remits monthly to the State of New Jersey a tax equal to 15% of gross internet gaming revenue and a tax equal to 13% of gross internet sports wagering revenue, as defined. As required by the provisions of the New Jersey Casino Control Act (the “Act”), New Jersey casino licensees must pay an investment alternative tax of 2.5% of gross casino revenues and 5.0% of internet gaming revenues as defined in the Act. However, pursuant to contracts with the New Jersey Casino Reinvestment Development Authority (“CRDA”), GNAC pays 1.25% of its gross casino revenues and 2.5% of internet gaming revenues to the CRDA (the “CRDA Payment”) to fund qualified investments as defined in the Act. Gaming tax expense was $10.0 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively. Income Taxes We are subject to a tax sharing agreement with certain FEI owned companies. We record tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. We follow the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We use a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
Landcadia Holdings II, Inc | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principals of Consolidation and Basis of Presentation Our consolidated financial statements include the accounts of Landcadia Holdings II, Inc. and all subsidiaries in which we hold a controlling financial interest. These unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10‑K filed with the SEC on March 27, 2020. Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A-"Expenses of Offering." Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $160,912 and $289,830 as of September 30, 2020 and December 31, 2019, respectively. Accounts payable and accrued liabilities on September 30, 2020 primarily consist of Delaware franchise tax expenses and other general and administrative costs. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and nine months ending September 30, 2020 and 2019, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. In accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for years after 2015. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Cares Act includes several significant business tax provisions that, among other things, eliminates the taxable income limit for certain net operating losses ("NOL") and allows businesses to carryback NOLs arising in 2018, 2019, and 2020 to the five prior years; suspends the excess business loss rules; accelerates refunds of previously generated corporate alternative minimum tax credits; adjusts business interest limitations under IRC section 163(j) from 30% to 50%; and addresses other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company is still evaluating the impact, if any, of the CARES Act on its financial position, results of operations and cash flows. The effective tax rate was 21.0% for all periods presented. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering.” Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $289,830 as of December 31, 2019, and primarily consist of Delaware franchise tax expenses for 2019 and costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to Offering costs. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2019, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the years ended December 31, 2019, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. Further, in accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. See Note 6 for further information. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019, 2018 and 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019, 2018 and 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by Federal and State taxing authorities for years after 2015. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this Tax Reform has no effect on the Company’s financial statements. See Note 7 for further information. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity | 6. STOCKHOLDER’S DEFICIT On April 28, 2020, we entered into a term loan credit agreement that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 4, 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024 with substantially similar terms as our credit agreement. As of September 30, 2020, we had receivable from our parent totaling $108 thousand for additional capital contributions as provided for in the note receivable. We also received an advance from our parent of $7.1 million to pay the debt issuance costs associated with the term loan. During the nine months ended September, 2020 and 2019, we made dividend payments of $30.8 million and $5.7 million, respectively to our Parent. | 5. STOCKHOLDER’S DEFICIT During the years ended December 31, 2019 and 2018, we made dividend payments of $10.8 million and $8.4 million, respectively to our Parent. |
Landcadia Holdings II, Inc | ||
Stockholder's Equity | 3. Stockholders’ Equity In 2015, JFG purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for $1,000. On February 14, 2019, the Company amended the total number of authorized shares of all classes of capital stock to 221,000,000, of which 200,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. Simultaneously, the Company reclassified all of its issued and outstanding shares of common stock to Founders Shares and conducted a 1:2,775 stock split. Also, on February 14, 2019, the Company issued 2,975,000 additional Founders Shares to FEI for $10,000. On March 13, 2019, the Company conducted a 1:1.25 stock split and on May 6, 2019 a 1:1.10 stock split of the Founders Shares. The financial statements reflect the changes from these splits retroactively for all periods presented. Following these transactions, the Sponsors owned 7,906,250 issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or approximately $0.001 per share. Redeemable Shares All of the 31,625,000 Public Shares sold as part of the Public Offering contain a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company's amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting periods. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. At September 30, 2020, there were 31,625,000 Public Shares, of which 30,117,474 were classified as Redeemable Shares, classified outside of permanent equity, and 1,507,526 classified as Class A common stock. At December 31, 2019, of the 31,625,000 Public Shares, 30,181,451 were classified as Redeemable Shares, and 1,443,549 were classified as Class A common stock. For further information on the Founders Shares, see Note 5. | 3. Stockholder’s Equity In 2015, JFG Sponsor purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for $1,000. On February 4, 2019, the Company amended the total number of authorized shares of all classes of capital stock to 221,000,000, of which 200,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. Simultaneously, the Company reclassified all of its issued and outstanding shares of common stock to Founders Shares and conducted a 1:2,775 stock split. Also, on February 14, 2019, the Company issued 2,975,000 additional Founders Shares to FEI for $10,000. On March 13, 2019, the Company conducted a 1:1.25 stock split and on May 6, 2019 a 1:1.10 stock split of the Founders Shares. The financial statements reflect the changes from these splits retroactively for all periods presented. Following these transactions, the Sponsors owned 7,906,250 issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or approximately $0.001 per share. Redeemable Shares All of the 31,625,000 Public Shares sold as part of the Public Offering contain a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company’s amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. At December 31, 2019, there were 31,625,000 Public Shares, of which 30,181,451 were classified as Redeemable Shares, classified outside of permanent equity, and 1,443,549 classified as Class A common stock. For further information on the Founders Shares, see Note 5. |
Public Offering
Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Public Offering | 4. Public Offering Public Units In the Public Offering, which closed May 9, 2019, the Company sold 31,625,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public Warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement to register the shares of common stock underlying the warrants under the Securities Act following the completion of the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each whole Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business Combination on or prior to May 9, 2021, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Underwriting Commissions The Company paid an underwriting discount of $6,325,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on May 9, 2019, with an additional fee (“Deferred Discount”) of $11,068,750 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions. | 4. Public Offering Public Units In the Public Offering, which closed May 9, 2019, the Company sold 31,625,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public Warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement to register the shares of common stock underlying the warrants under the Securities Act following the completion of the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business Combination on or prior to May 9, 2021, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Underwriting Commissions The Company paid an underwriting discount of $6,325,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on May 9, 2019, with an additional fee (“Deferred Discount”) of $11,068,750 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | 8. RELATED PARTIES We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $58 thousand, $69 thousand, $172 thousand and $172 thousand under the agreements for the three months and nine months ended September 30, 2020 and 2019. On April 27, 2020, we entered into an Online Gaming Operations Agreement with an affiliate, GNAC. The agreement grants us the right to host, manage, control, operate, support and administer online gaming services under GNAC’s operating licenses. The agreement also grants us the right to use the Golden Nugget trademark in connection with our online gaming operations. Under the terms of these agreements, we will pay a monthly royalty equal to 3% of net gaming revenue as defined. The agreements provide for a five-year term and a renewable five-year option. We expensed $0.8 million for the nine months and $0.5 million three months ended September 30, 2020 pursuant to this agreement. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. | 8. CERTAIN TRANSACTIONS We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $250 thousand and $177 thousand under the agreements for the years ended December 31, 2019 and 2018. See Note 9. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. |
Landcadia Holdings II, Inc | ||
Related Party Transactions | 5. Related Party Transactions Founders Shares The Founders Shares are identical to the Public Shares except that the Founders Shares are subject to certain transfer restrictions and automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the Public Offering. The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). In connection with the closing of the proposed business combination with GNOG (the "Closing"), the parties are expected to enter into the Lock Up Amendment (as defined below), which will amend the Letter Agreement (as defined below) to provide for an additional acceleration event to the Lock Up Period based on the Company's common stock equaling or exceeding $15.00 per share for a period of 60 days following the Closing. See Note 6 for further information on the Lock Up Amendment. The Founders Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founders Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founders Shares will never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on May 9, 2019 the Sponsors purchased an aggregate of 5,883,333 Sponsor Warrants at a price of $1.50 per warrant ($8,825,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $316,250,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless. On June 12, 2019, FEI assigned and transferred all of the 2,941,667 Sponsor Warrants and 4,090,625 Founders Shares held by it to Tilman J. Fertitta for the same prices originally paid by FEI for such securities ($4,412,500 and $10,000, respectively). In connection with such transfer, Mr. Fertitta entered into the registration rights agreement entered into by the Sponsors and the Company in connection with the Public Offering, which registration rights are described below. Registration Rights The holders of the Founders Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five and seven years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founders Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will pay FEI for office space, utilities and secretarial and administrative support, in an amount equal to $10,000 per month ending on the earlier of the completion of a Business Combination or May 9, 2021, if the Company is unable to complete the Business Combination. The Company has incurred and paid administrative services fees of $30,000 in both the three months ended September 30, 2020 and 2019, and $90,000 and $80,000 for the nine months ended September 30, 2020 and 2019, respectively. Sponsor Indemnification The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Sponsor Loans On February 14, 2019, the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans of $83,470 were repaid in full on May 14, 2019. In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. See Note 4 for the terms of the warrants. | 5. Related Party Transactions Founders Shares The Founders Shares are identical to the Public Shares except that the Founders Shares are subject to certain transfer restrictions and automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the Public Offering. The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). The Founders Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founders Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founders Shares will never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on May 9, 2019 the Sponsors purchased an aggregate of 5,883,333 Sponsor Warrants at a price of $1.50 per warrant ($8,825,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $316,250,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless. On June 12, 2019, FEI assigned and transferred all of the 2,941,667 Sponsor Warrants and 4,090,625 Founders Shares held by it to Tilman J. Fertitta for the same prices originally paid by FEI for such securities ($4,412,500 and $10,000, respectively). In connection with such transfer, Mr. Fertitta entered into the registration rights agreement entered into by the Sponsors and the Company in connection with the Public Offering, which registration rights are described below. Registration Rights The holders of the Founders Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five and seven years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founders Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will pay FEI for office space, utilities and secretarial and administrative support, in an amount equal to $10,000 per month ending on the earlier of the completion of a Business Combination or May 9, 2021, if the Company is unable to complete the Business Combination. The Company has recorded administrative services fees of $110,000 as of December 31, 2019. Sponsor Indemnification The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Sponsor Loans On February 14, 2019, the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans of $83,470 were repaid in full on May 14, 2019. In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. See Note 4 for the terms of the warrants. |
Loss Per Common Share
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Landcadia Holdings II, Inc | |
Loss Per Common Share | 6. Loss Per Common Share A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2019 2018 2017 Numerator: Net income - basic and diluted $ 2,499,733 $ — $ — Less: Income attributable to common stock subject to possible redemption (2,677,465) — — Net loss available to common shares $ (177,732) $ — $ — Demoninator: Weighted average number of shares - basic 8,032,273 3,317,875 3,317,875 Warrants — — — Weighted average number of shares - diluted 8,032,273 3,317,875 3,317,875 Basic and diluted loss available to common shares $ (0.02) $ — $ — All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Further, an aggregate of 497,750 shares of Class A common stock subject to possible redemption have been excluded from the calculation of earnings per share for the years December 31, 2018 and 2017. |
Purchase Agreement
Purchase Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Landcadia Holdings II, Inc | |
Purchase Agreement | 6. Purchase Agreement On June 28, 2020 the Company entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of the Company (“Landcadia HoldCo”), Landry’s Fertitta, LLC, a Texas limited liability company (“LF LLC”), GNOG Holdings, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of LF LLC (“GNOG HoldCo”), and Golden Nugget Online Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation and wholly-owned subsidiary of LF LLC (“GNOG”). Tilman J. Fertitta, the owner of one of the Company’s sponsors and Co-Chairman and Chief Executive Officer of the Company, indirectly owns all of the equity interests in LF LLC, GNOG HoldCo and GNOG. The acquisitions and transactions contemplated by the Purchase Agreement are referred to herein as the "Transactions". Upon consummation of the Transactions contemplated by the Purchase Agreement, the Company will change its name to "Golden Nugget Online Gaming, Inc." The Company may be referred to herein as "New GNOG". More information about the Transactions is included in the preliminary proxy statement, as amended, that the Company initially filed with the SEC on August 12, 2020. There is no guarantee that the conditions to the closing of the Transactions will be satisfied prior to, or following the special meeting of the Company's stockholders to be held to approve such Transactions. Structure; Consideration to be Paid in the Transactions Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the Closing, LF LLC will contribute all of the membership interests in GNOG HoldCo to Landcadia HoldCo, in exchange for (i) 31,350,625 Class B membership interests in Landcadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock”), which will entitle the holder to ten votes per share subject to the adjustments and limitations described below (the “High Voting Rights”), (iii) cash consideration in an amount of $30.0 million (the "Closing Cash Consideration") and (iv) the assumption of $300 million of debt owed by GNOG under their existing credit agreement (the “Credit Agreement”), of which $150 million will be repaid at Closing along with a related premium in an amount of approximately $24 million (together, the "Credit Agreement Payoff Amount"), as well as accrued and unpaid interest. A Portion of the cash held in the Trust Account, after taking into account any redemptions of our public shares in connection with Closing, will be used to pay the Closing Cash Consideration and the Credit Agreement Payoff Amount, and funds sufficient to ensure that GNOG LLC will hold at least $80.0 million in cash at Closing will be contributed down to GNOG LLC upon Closing. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. Upon Closing, New GNOG will be organized in an umbrella partnership C-corporation, or “Up-C” structure, in which substantially all of the assets of New GNOG will be held indirectly through GNOG LLC and all of the business of New GNOG will be conducted through GNOG LLC. New GNOG’s only direct assets will consist of the Class A membership interests it holds of Landcadia HoldCo, and the number of Class A units of Landcadia HoldCo that will be issued to New GNOG at Closing will be equal to the number of shares of New GNOG Class A common stock outstanding at Closing. As a result, New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo (assuming no redemptions of public shares, or 53.2% assuming the maximum number of redemptions of public shares), and in either event, New GNOG will control Landcadia HoldCo as the managing member of Landcadia HoldCo in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “A&R HoldCo LLC Agreement”). The remaining approximately 45.9% of the combined membership interests of Landcadia HoldCo (assuming no redemptions of public shares, or 46.8% assuming the maximum number of redemptions of public shares) will be held by LF LLC through HoldCo Class B Units, which will carry no voting rights. Pursuant to the terms of the A&R HoldCo LLC Agreement, beginning 180 days after the Closing, LF LLC, the holder of HoldCo Class B Units, will be entitled to cause Landcadia HoldCo to exchange all or a portion of its HoldCo Class B Units (upon the surrender of a corresponding number of shares of New GNOG Class B common stock), on a one for-one basis, for either shares of Class A common stock, par value $0.0001 per share, of New GNOG (“New GNOG Class A common stock”), or at the election of New GNOG, in its capacity as the managing member of Landcadia HoldCo, the cash equivalent of the market value of such shares of New GNOG Class A common stock based upon the average of the volume weighted closing price for each of the ten consecutive full trading days ending on and including the last full trading date immediately prior to the due date of such payment. The transaction is expected to close in the 4 th quarter of 2020. Representations, Warranties and Covenants The parties to the Purchase Agreement have agreed to customary representations, warranties and covenants in the Purchase Agreement, including, among others, covenants with respect to the conduct of GNOG HoldCo, GNOG, GNOG LLC and their respective subsidiaries during the period between execution of the Purchase Agreement and the Closing. Each of the Company, Landcadia HoldCo, GNOG, GNOG HoldCo and LF LLC has agreed to use its commercially reasonable efforts to cause the Transactions to be consummated reasonably promptly after the date of the execution of the Purchase Agreement. Conditions to Closing Under the Purchase Agreement, the obligations of the parties to consummate the Transactions are subject to the approval at a special meeting of the stockholders of the Company by (A)(i) a majority of the shares of the Company’s common stock voted at the meeting and (ii) a majority of the shares of Class A Common Stock outstanding and held by the stockholders of the Company other than those shares beneficially owned by Tilman J. Fertitta and JFG (the “Disinterested Stockholders”) and (B) with respect to the amendments to the Charter necessary to effect the Transactions, (i) a majority of the shares of the Company’s common stock outstanding and (ii) a majority of the shares of Class A Common Stock outstanding and held by the Disinterested Stockholders (collectively, the “Stockholder Approval”). In addition, the Closing is subject to, among other conditions, (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which waiting period was terminated on August 20, 2020), (ii) the receipt of all necessary permits, approvals, clearances, licenses, and consents of, or filings with, any governmental or regulatory authorities (including all relevant approvals and licenses required under applicable gaming law to operate in the ordinary course the business of GNOG, or GNOG LLC as its successor), and (iii) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Purchase Agreement, in each case subject to the materiality standards contained in the Purchase Agreement. Termination The Purchase Agreement may be terminated at any time prior to the Closing upon the parties’ mutual written consent and in certain other circumstances, including, (i) by LF LLC or the Company if the Stockholder Approval is not obtained, (ii) by LF LLC if the board of directors of the Company has withdrawn, amended, qualified or modified its recommendation to the Company’s stockholders, (iii) by LF LLC if the cash balance at GNOG LLC immediately following the Closing would be less than $80.0 million, (iv) by LF LLC if there exists a deficiency under Nasdaq Listing Rule 5620(a) after December 31, 2020, or any other deficiency which causes a de-listing from Nasdaq to the Company prior to Closing (a “Listing Deficiency”), or (v) by LF LLC or the Company if the Closing has not occurred by January 30, 2021 and the delay is not due to the material breach of the Purchase Agreement by the party seeking termination. None of the parties to the Purchase Agreement is required to pay a termination fee; provided, however, that the Company may be required to reimburse GNOG for any and all expenses, including reasonable attorney’s fees, in the event that the Company (i) fails to obtain the Stockholder Approval or (ii) fails to cure any Listing Deficiency. Other Agreements The Purchase Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Tax Receivable Agreement Concurrently with Closing, the Company and LF LLC will enter into the tax receivable agreement (the “Tax Receivable Agreement”). Subject to certain terms and conditions, the Tax Receivable Agreement will provide for payment by New GNOG to LF LLC in respect of 85% of the U.S. federal, state and local income tax savings allocable to New GNOG from Landcadia HoldCo and arising from certain transactions, including (a) certain transactions contemplated under the Purchase Agreement and (b) the exchange of LF LLC’s HoldCo Class B Units for New GNOG Class A common stock, as determined on a “with and without” basis, and for an early termination payment by New GNOG to LF LLC in the event of a termination with a majority vote of disinterested directors, a material breach of a material obligation, or a change of control, subject to certain limitations, including in connection with available cash flow and financing facilities. Assuming no redemption of the public shares and no exchange of LF LLC’s HoldCo Class B Units pursuant the A&R HoldCo LLC Agreement, the estimated TRA liability is $22.2 million, subject to adjustment as provided in the Tax Receivable Agreement. Assuming the maximum redemption of the public shares and no exchange of LF LLC’s HoldCo Class B Units pursuant the A&R HoldCo LLC Agreement, the estimated TRA liability is $21.8 million, subject to adjustment as provided in the Tax Receivable Agreement. Payments for such TRA liabilities will, subject to certain limitations, including in connection with available cash flow and financing facilities, be made annually in cash and are expected to be funded with tax distributions from Landcadia HoldCo. The Tax Receivable Agreement payments will commence in the year following New GNOG’s ability to realize tax savings provided through the transaction and, at this time, are expected to commence in 2025 (with respect to taxable periods ending in 2024). The amount and timing of such Tax Receivable Agreement payments may vary based upon a number of factors. The Tax Receivable Agreement also provides for an accelerated lump sum payment on the occurrence of certain events, including in the event of a change of control. Based upon certain assumptions, it is estimated that such early termination payment could range from $284.6 million, assuming no redemption of the public shares, to $287.0 million, assuming the maximum redemption of the public shares. It is anticipated that such early termination payments may be made from the proceeds of such change of control transaction; however, New GNOG may be required to fund such early termination payments from other sources and there can be no assurances that New GNOG will be able to finance such obligations in a manner that does not adversely affect its working capital or financial condition. Amended and Restated HoldCo LLC Agreement At the Closing, the Company, Landcadia HoldCo and LF LLC will enter into the A&R HoldCo LLC Agreement, which will provide, among other things, beginning 180 days after the Closing, each holder of HoldCo Class B Units will be entitled to cause Landcadia HoldCo to exchange all or a portion of its HoldCo Class B Units (upon the surrender of a corresponding number of shares of New GNOG Class B common stock) for either one share of New GNOG Class A common stock or, or at the election of New GNOG, in its capacity as the managing member of Landcadia HoldCo, the cash equivalent of the market value of one share of New GNOG Class A common stock. In addition, the A&R HoldCo LLC Agreement provides for additional issuances of HoldCo Class B Units and the equivalent number of shares of New GNOG Class B common stock to LF LLC in consideration of payments to be made by LF LLC to GNOG LLC pursuant to the terms of the Second A&R Intercompany Note. The additional HoldCo LLC Class B Units will be issued at the average of the volume weighted closing price for each of the ten consecutive full trading days ending on and including the last full trading date immediately prior to the due date of such payment. Amendment to Insider Letter At the Closing, certain insiders of the Company, including the Sponsors, and certain of the Company’s directors, will enter into an amendment (the “Lock Up Amendment”) to a letter agreement entered into on May 6, 2019 in connection with the Company’s initial public offering (the “Letter Agreement”), which adds an additional acceleration event to the lock-up period contemplated under the Letter Agreement based on a target price of $15.00 per share of New GNOG Class A common stock following a period of 60 days after the Closing. The Letter Agreement and the Lock Up Period thereunder does not apply to the HoldCo Class B Units or shares of New GNOG Class B common stock to be received by LF LLC pursuant to the Purchase Agreement. Amended and Restated Registration Rights Agreement At the Closing, New GNOG, the sponsors, Tilman Fertitta and certain of his affiliates will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), which will amend and restate the existing registration rights agreement to include shares of New GNOG Class A common stock issuable pursuant to the Purchase Agreement and the A&R HoldCo LLC Agreement. Sponsor Forfeiture and Call-Option Agreement In connection with the execution of the Purchase Agreement, on June 28, 2020, the Company and JFG Sponsor entered into an agreement (the “Sponsor Forfeiture and Call-Option Agreement”), pursuant to which, as of and contingent upon the Closing, JFG Sponsor will forfeit two thirds (or 2,543,750) of its founder shares. In addition, following and contingent upon the Closing, JFG Sponsor granted to New GNOG an option to repurchase any of the private placement warrants held by JFG Sponsor, to the extent that JFG Sponsor wishes to exercise or sell such warrants, subject to certain terms and conditions set forth in the Sponsor Forfeiture and Call-Option Agreement. First A&R Intercompany Note On or after the date of the GNOG Conversion and prior to the Closing, LF LLC and GNOG LLC will amend and restate the Original Intercompany Note to provide for future automatic dollar-for-dollar reductions of the principal amounts outstanding thereunder to reflect any further reductions of the principal amount outstanding under the Credit Agreement. Second A&R Intercompany Note Concurrently with the Closing, LF LLC and GNOG LLC will amend and restate the First A&R Intercompany Note to provide for, among other things, (a) a reduction in the principal amount outstanding under the First A&R Intercompany Note by $150.0 million, which reduction will occur at Closing through a non-cash distribution of capital to LF LLC, and (b) a reduction in the amounts payable thereunder to 6% annually on the outstanding balance from day to day thereunder; provided, that LF LLC and GNOG LLC will not agree to any material deviations to the forms of First A&R Intercompany Note or Second A&R Intercompany Note (as compared to the forms previously reviewed by the Company on or prior to the date of the Purchase Agreement) without prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | 6. INCOME TAXES The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 with an effective date of January 1, 2018. The Tax Act lowered the federal statutory tax rate from 35% to 21% effective January 1, 2018. The enactment date occurred prior to the end of 2017 and therefore the federal statutory tax rate changes stipulated by the Tax Act were reflected in the prior year. Our deferred tax position is a net asset, and as a result, the reduction in the federal statutory tax rate resulted in a non-cash adjustment to our net deferred tax balance of $0.7 million with a corresponding decrease to the provision for income taxes in the fourth quarter of 2018. An analysis of the provision (benefit) for income taxes for continuing operations for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current income taxes $ 6,225 $ 4,873 Deferred income tax benefit (265) (165) Provision for income taxes $ 5,960 $ 4,708 Our effective tax rate, for the years ended December 31, 2019 and 2018, differs from the federal statutory rate as follows: 2019 2018 Statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 12.8 % 18.7 % 33.8 % 39.7 % Deferred income tax assets and liabilities as of December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Deferred tax assets: Accruals and other $ 2,428 $ 2,721 2,428 2,721 Deferred tax liabilities – property and other (58) (81) Net deferred tax asset $ 2,370 $ 2,640 As of December 31, 2019, we had approximately $0.5 million of unrecognized tax liability, including $0.5 million of interest, which represents the amount of unrecognized tax liability that, if recognized, would unfavorably effect our income tax rate in future periods. There were no material changes in unrecognized benefits for the year ended December 31, 2019. Based on the current status of examinations, it is not possible to estimate the future impact, if any, to uncertain tax positions recorded at December 31, 2019. Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2019 2018 Balance at beginning of year $ 329 $ 198 Additions based on tax positions related to the current year 131 131 Balance at end of year $ 460 $ 329 We are subject to income taxes in U.S. federal and state jurisdictions. We have concluded all U.S. federal income tax matters for years through 2015. There are no material federal or current state audits. All material state and local income tax matters have been concluded for years through 2014. |
Landcadia Holdings II, Inc | |
Income Taxes | 7. Income Taxes A reconciliation of the income tax expense (benefit) is as follows: Year ended December 31, 2019 2018 2017 Current income taxes $ 664,486 $ — $ — Deferred income taxes — — — Total expense (benefit) $ 664,486 $ — $ — Change in valuation allowance — — — Income tax expense (benefit) $ 664,486 $ — $ — The Company’s deferred tax assets are as follows: Year ended December 31, 2019 2018 Deferred tax asset: Net operating loss carryforward $ — $ — Total deferred tax asset $ — $ — Valuation allowance — — Deferred tax asset, net of current allowance $ — $ — A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2019 2018 2017 Statutory rate 21.0 % 21.0 % 34.4 % Other 0.0 % 0.0 % 0.0 % Total 21.0 % 21.0 % 34.4 % |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Landcadia Holdings II, Inc | |
Selected Quarterly Financial Data (unaudited) | 8. Selected Quarterly Financial Data (unaudited) Quarterly financial data is as follows: 2019 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ 20,974 $ 102,584 $ 115,683 $ 248,051 Net income (loss) $ (20,974) $ 842,508 $ 1,181,113 $ 497,086 Basic and diluted earnings (loss) available to common shares $ — $ (0.01) $ (0.01) $ — 2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. | |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
Landcadia Holdings II, Inc | ||
Basis of Presentation | Principals of Consolidation and Basis of Presentation Our consolidated financial statements include the accounts of Landcadia Holdings II, Inc. and all subsidiaries in which we hold a controlling financial interest. These unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10‑K filed with the SEC on March 27, 2020. | Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Cash and Cash equivalents | Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. | Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A-"Expenses of Offering." Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering.” Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $160,912 and $289,830 as of September 30, 2020 and December 31, 2019, respectively. Accounts payable and accrued liabilities on September 30, 2020 primarily consist of Delaware franchise tax expenses and other general and administrative costs. | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $289,830 as of December 31, 2019, and primarily consist of Delaware franchise tax expenses for 2019 and costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to Offering costs. |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and nine months ending September 30, 2020 and 2019, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. In accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) | Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2019, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the years ended December 31, 2019, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. Further, in accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. See Note 6 for further information. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for years after 2015. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Cares Act includes several significant business tax provisions that, among other things, eliminates the taxable income limit for certain net operating losses ("NOL") and allows businesses to carryback NOLs arising in 2018, 2019, and 2020 to the five prior years; suspends the excess business loss rules; accelerates refunds of previously generated corporate alternative minimum tax credits; adjusts business interest limitations under IRC section 163(j) from 30% to 50%; and addresses other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company is still evaluating the impact, if any, of the CARES Act on its financial position, results of operations and cash flows. The effective tax rate was 21.0% for all periods presented. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019, 2018 and 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019, 2018 and 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by Federal and State taxing authorities for years after 2015. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this Tax Reform has no effect on the Company’s financial statements. See Note 7 for further information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Schedule of Net loss per common share | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) | A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2019 2018 2017 Numerator: Net income - basic and diluted $ 2,499,733 $ — $ — Less: Income attributable to common stock subject to possible redemption (2,677,465) — — Net loss available to common shares $ (177,732) $ — $ — Demoninator: Weighted average number of shares - basic 8,032,273 3,317,875 3,317,875 Warrants — — — Weighted average number of shares - diluted 8,032,273 3,317,875 3,317,875 Basic and diluted loss available to common shares $ (0.02) $ — $ — |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Schedule of reconciliation of numerators and denominators for basic and diluted per common share amounts | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) | A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2019 2018 2017 Numerator: Net income - basic and diluted $ 2,499,733 $ — $ — Less: Income attributable to common stock subject to possible redemption (2,677,465) — — Net loss available to common shares $ (177,732) $ — $ — Demoninator: Weighted average number of shares - basic 8,032,273 3,317,875 3,317,875 Warrants — — — Weighted average number of shares - diluted 8,032,273 3,317,875 3,317,875 Basic and diluted loss available to common shares $ (0.02) $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of reconciliation of income tax expense (benefit) | An analysis of the provision (benefit) for income taxes for continuing operations for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current income taxes $ 6,225 $ 4,873 Deferred income tax benefit (265) (165) Provision for income taxes $ 5,960 $ 4,708 |
Schedule of deferred tax assets | Deferred income tax assets and liabilities as of December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Deferred tax assets: Accruals and other $ 2,428 $ 2,721 2,428 2,721 Deferred tax liabilities – property and other (58) (81) Net deferred tax asset $ 2,370 $ 2,640 |
Schedule of reconciliation of federal income tax rate to Company's effective tax rate | 2019 2018 Statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 12.8 % 18.7 % 33.8 % 39.7 % |
Landcadia Holdings II, Inc | |
Schedule of reconciliation of income tax expense (benefit) | Year ended December 31, 2019 2018 2017 Current income taxes $ 664,486 $ — $ — Deferred income taxes — — — Total expense (benefit) $ 664,486 $ — $ — Change in valuation allowance — — — Income tax expense (benefit) $ 664,486 $ — $ — |
Schedule of deferred tax assets | Year ended December 31, 2019 2018 Deferred tax asset: Net operating loss carryforward $ — $ — Total deferred tax asset $ — $ — Valuation allowance — — Deferred tax asset, net of current allowance $ — $ — |
Schedule of reconciliation of federal income tax rate to Company's effective tax rate | Year ended December 31, 2019 2018 2017 Statutory rate 21.0 % 21.0 % 34.4 % Other 0.0 % 0.0 % 0.0 % Total 21.0 % 21.0 % 34.4 % |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Landcadia Holdings II, Inc | |
Schedule of selected quarterly financial data (unaudited) | 2019 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ 20,974 $ 102,584 $ 115,683 $ 248,051 Net income (loss) $ (20,974) $ 842,508 $ 1,181,113 $ 497,086 Basic and diluted earnings (loss) available to common shares $ — $ (0.01) $ (0.01) $ — 2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — |
Nature of Business (Details)
Nature of Business (Details) - USD ($) | May 09, 2019 | May 09, 2019 | Mar. 13, 2019 | Mar. 13, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Nature Of Business [Line Items] | |||||||||||
Price per unit | $ 10 | $ 10 | |||||||||
Warrant exercise price | 11.50 | 11.50 | |||||||||
Tax expense | $ (1,376,000) | $ 1,345,000 | $ 914,000 | $ 4,435,000 | $ 5,960,000 | $ 4,708,000 | |||||
Percentage refers to fair market value of business transaction | 80.00% | ||||||||||
Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Price per unit | 10 | 10 | |||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||
Tax expense | $ (63,905) | $ 323,953 | 151,540 | $ 542,335 | $ 664,486 | $ 0 | $ 0 | ||||
Franchise tax expenses | 283,859 | ||||||||||
Federal income tax expense | $ 684,815 | ||||||||||
Percentage refers to fair market value of business transaction | 80.00% | ||||||||||
Percentage of outstanding voting securities | 50.00% | 50.00% | 50.00% | ||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||
Percentage refers to redemption of shares if no business combination occurs | 15.00% | ||||||||||
Withdrawal of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||||
Public Offering | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Number of units issued | shares | 31,625,000 | ||||||||||
Public Offering | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from sale of stock | $ 316,250,000 | $ 316,250,000 | |||||||||
Number of units issued | shares | 31,625,000 | ||||||||||
Public Offering | Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from sale of stock | $ 316,250,000 | ||||||||||
Number of units issued | shares | 31,625,000 | 31,625,000 | 31,625,000 | ||||||||
Percentage of public shares redeemed | 100.00% | 100.00% | |||||||||
Private placement | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||
Private placement | Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||
Over-allotment option | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Number of units issued | shares | 4,125,000 | ||||||||||
Price per unit | $ 10 | 10 | |||||||||
Over-allotment option | Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Number of units issued | shares | 4,125,000 | ||||||||||
Price per unit | $ 10 | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||||
Unrecognized tax benefits | $ 460,000 | $ 329,000 | $ 198,000 | ||||
U.S. statutory tax rate | 21.00% | 21.00% | 35.00% | ||||
Effective tax rate | 33.80% | 39.70% | |||||
Landcadia Holdings II, Inc | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 | $ 250,000 | |||||
Offering Costs | 700,000 | 700,000 | |||||
Under writers Commissions | 17,393,750 | 17,393,750 | |||||
Accounts payable and accrued liabilities | $ 160,912 | 160,912 | 289,830 | $ 0 | |||
Unrecognized tax benefits | 0 | 0 | 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits, accrued interest and penalties | $ 0 | $ 0 | $ 0 | ||||
U.S. statutory tax rate | 21.00% | 21.00% | 34.40% | ||||
Effective tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 34.40% |
Earliest tax year | Landcadia Holdings II, Inc | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
U.S. statutory tax rate | 35.00% | ||||||
Latest tax year | Landcadia Holdings II, Inc | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
U.S. statutory tax rate | 21.00% | 21.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | $ (1,774,000) | $ 2,902,000 | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||||||
Landcadia Holdings II, Inc | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | 1,181,113 | $ 842,508 | $ (20,974) | 570,078 | 2,002,647 | 2,499,733 | $ 0 | $ 0 |
Less: Income attributable to common stock subject to possible redemption | (78,007) | (1,237,769) | (1,215,403) | (2,139,843) | (2,677,465) | |||||||
Net loss available to common shares | $ (318,410) | $ (56,656) | $ (645,325) | $ (137,196) | $ (177,732) | |||||||
Denominator: | ||||||||||||
Weighted average number of shares - basic | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Warrants | 0 | 0 | 0 | 0 | ||||||||
Weighted average number of shares - diluted | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Basic and diluted loss available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | May 09, 2019 | May 06, 2019 | Mar. 13, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Dec. 31, 2015 | Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||||||
Capital shares authorized | 221,000,000 | ||||||||||
Common stock authorized | 2,500 | 2,500 | 2,500 | ||||||||
Common stock par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||||||
Preferred stock authorized | 1,000,000 | ||||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||||||
Stock split description of founders shares | 1:1.10 | 1:1.25 | 1:2,775 | ||||||||
Common stock issued | 100 | 100 | 100 | ||||||||
Common stock outstanding | 100 | 100 | 100 | 100 | |||||||
Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 1,000 | ||||||||||
Percentage of issued and outstanding shares | 100.00% | ||||||||||
Common shares issued | $ 1,000 | $ 316,250,000 | $ (316,250,000) | ||||||||
Capital shares authorized | 221,000,000 | ||||||||||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock split description of founders shares | 1:1.10 | 1:1.25 | 1:2,775 | ||||||||
Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | |||||||||
Founders shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value (in dollars per share) | $ 0.001 | ||||||||||
Common stock issued | 7,906,250 | ||||||||||
Common stock outstanding | 7,906,250 | ||||||||||
Invested capital | $ 11,000 | ||||||||||
Founders shares | Fertitta Entertainment Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 2,975,000 | ||||||||||
Common shares issued | $ 10,000 | ||||||||||
Founders shares | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 2,975,000 | ||||||||||
Common shares issued | $ 10,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.001 | ||||||||||
Common stock issued | 7,906,250 | ||||||||||
Common stock outstanding | 7,906,250 | ||||||||||
Invested capital | $ 11,000 | ||||||||||
Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of units issued | shares | 31,625,000 | ||||||||||
Public Offering | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of units issued | shares | 31,625,000 | 31,625,000 | 31,625,000 | ||||||||
Class A common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 200,000,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Class A common stock | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock issued | 1,507,526 | 1,443,549 | |||||||||
Common stock outstanding | 1,507,526 | 1,443,549 | |||||||||
Redeemable shares issued (in shares) | 30,117,474 | 30,181,451 | |||||||||
Class A common stock | Founders shares | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of issued and outstanding shares | 20.00% | ||||||||||
Class B common stock | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock issued | 7,906,250 | 7,906,250 | 3,815,625 | ||||||||
Common stock outstanding | 7,906,250 | 7,906,250 | 3,815,625 | ||||||||
Class B common stock | Founders shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 20,000,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||||||
Class B common stock | Founders shares | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||||||
Redeemable Shares Temporary Equity [Member] | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redeemable shares issued (in shares) | 30,117,474 | 30,181,451 | |||||||||
Redeemable Shares Temporary Equity [Member] | Public Offering | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redeemable shares issued (in shares) | 31,625,000 | 31,625,000 |
Public Offering (Details)
Public Offering (Details) | May 09, 2019USD ($)$ / sharesshares | May 09, 2019USD ($)$ / shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Feb. 14, 2019$ / shares | Feb. 04, 2019$ / shares | Dec. 31, 2018$ / shares |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Price per unit | $ 10 | $ 10 | |||||
Common stock par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||
Warrant Convertible Ratio | 0.33 | ||||||
Warrant exercise price | $ 11.50 | 11.50 | |||||
Warrant exercisable term, after the completion of the Business Combination | 30 days | ||||||
Warrant exercisable term, from the closing of the public offering | 12 months | ||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | |||||
Underwriting discount | $ | $ 6,325,000 | ||||||
Underwriting discount per unit | 0.20 | ||||||
Additional fee deferred discount | $ | $ 11,068,750 | ||||||
Additional fee deferred discount per unit | 0.35 | ||||||
Landcadia Holdings II, Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Price per unit | $ 10 | $ 10 | |||||
Warrant Convertible Ratio | 0.33 | ||||||
Warrant exercise price | $ 11.50 | 11.50 | |||||
Warrant exercisable term, after the completion of the Business Combination | 30 days | ||||||
Warrant exercisable term, from the closing of the public offering | 12 months | ||||||
Redemption price per warrant | $ 0.01 | 0.01 | |||||
Underwriting discount | $ | $ 6,325,000 | ||||||
Underwriting discount per unit | 0.20 | ||||||
Additional fee deferred discount | $ | $ 11,068,750 | ||||||
Additional fee deferred discount per unit | 0.35 | ||||||
Class A common stock | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | ||||
Class A common stock | Landcadia Holdings II, Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock par value (in dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||
Public Offering | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units issued | shares | shares | 31,625,000 | ||||||
Warrants redemption description | the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days' prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. | ||||||
Public Offering | Landcadia Holdings II, Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units issued | shares | shares | 31,625,000 | 31,625,000 | 31,625,000 | ||||
Warrants redemption description | the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days' prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 28, 2020 | Jun. 12, 2020 | Jun. 12, 2019 | May 14, 2019 | May 09, 2019 | May 09, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Feb. 14, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||||||||
Threshold closing price of common stock | $ 15 | ||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||
Restriction to transfer sponsor warrants | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. | ||||||||||||
Maximum amount of unsecured promissory note outstanding form sponsors | $ 300,000 | ||||||||||||
Income taxes payable | $ 29,000 | $ 29,000 | $ 74,000 | $ 128,000 | |||||||||
Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Restriction to transfer founders shares | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. | ||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||
Sponsor indemnification description | The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. | The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. | |||||||||||
Maximum amount of unsecured promissory note outstanding form sponsors | $ 300,000 | ||||||||||||
Maximum amount of loan convertible in to warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrant exercise price for conversion of loan | $ 1.50 | $ 1.50 | |||||||||||
Public Offering | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from sale of stock | $ 316,250,000 | $ 316,250,000 | |||||||||||
Public Offering | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from sale of stock | $ 316,250,000 | ||||||||||||
Private placement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||||
Private placement | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||||
Founders shares | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of share issued for each founder share | one-for-one basis | one-for-one basis | |||||||||||
Threshold closing price of common stock | $ 12 | $ 12 | |||||||||||
Threshold trading days for conversion of founders Shares | 20 days | 20 days | |||||||||||
Restriction to transfer founders shares | The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "Lock Up Period"). | The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "Lock Up Period"). | |||||||||||
Founders shares | Landcadia Holdings II, Inc | Initial stockholders | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership percentage of initial stockholders | 20.00% | 20.00% | 20.00% | ||||||||||
Founders shares | Landcadia Holdings II, Inc | Jefferies LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership percentage of initial stockholders | 48.30% | 48.30% | 48.30% | ||||||||||
Fertitta Entertainment Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of sponsor warrants assigned and transferred | 2,941,667 | ||||||||||||
Value of warrants assigned and transferred | $ 4,412,500 | ||||||||||||
Fertitta Entertainment Inc [Member] | Tilman J. Fertitta | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of founders shares assigned and transferred | 4,090,625 | ||||||||||||
Value of founders shares assigned and transferred | $ 10,000 | ||||||||||||
Fertitta Entertainment Inc [Member] | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of sponsor warrants assigned and transferred | 2,941,667 | ||||||||||||
Value of warrants assigned and transferred | $ 4,412,500 | ||||||||||||
Fertitta Entertainment Inc [Member] | Landcadia Holdings II, Inc | Tilman J. Fertitta | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of founders shares assigned and transferred | 4,090,625 | ||||||||||||
Value of warrants assigned and transferred | $ 10,000 | ||||||||||||
Fertitta Entertainment Inc [Member] | Administrative services agreement | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Per month payment for office space, utilities and secretarial and administrative support | $ 10,000 | $ 10,000 | |||||||||||
Administrative services fees | $ 110,000 | ||||||||||||
Administrative services fees | $ 30,000 | $ 30,000 | $ 90,000 | $ 80,000 | |||||||||
Jefferies Financial Group Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Repayments of unsecured promissory notes | $ 83,470 | ||||||||||||
Jefferies Financial Group Inc [Member] | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Income taxes payable | $ 83,470 | ||||||||||||
Sponsor [Member] | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Threshold closing price of common stock | $ 15 | ||||||||||||
Threshold trading days for conversion of founders Shares | 60 days |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | $ (1,774,000) | $ 2,902,000 | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||||||
Landcadia Holdings II, Inc | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | 1,181,113 | $ 842,508 | $ (20,974) | 570,078 | 2,002,647 | 2,499,733 | $ 0 | $ 0 |
Less: Income attributable to common stock subject to possible redemption | (78,007) | (1,237,769) | (1,215,403) | (2,139,843) | (2,677,465) | |||||||
Net loss available to common shares | $ (318,410) | $ (56,656) | $ (645,325) | $ (137,196) | $ (177,732) | |||||||
Denominator: | ||||||||||||
Weighted average number of shares - basic | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Warrants | 0 | 0 | 0 | 0 | ||||||||
Weighted average number of shares - diluted | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Basic and diluted loss available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
Purchase Agreement - Structure;
Purchase Agreement - Structure; Consideration to be Paid in the Transaction (Details) $ / shares in Units, $ in Millions | Jun. 28, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2020$ / shares | Dec. 31, 2019$ / shares | May 09, 2019$ / shares | Feb. 14, 2019$ / shares | Feb. 04, 2019$ / shares | Dec. 31, 2018$ / shares |
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | ||||
Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Landcadia Holdings II, Inc | Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||
Landcadia Holdings II, Inc | Class B common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
LF LLC | Landcadia HoldCo | Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
GnogHoldingsLlcMember | LF LLC | Landcadia HoldCo | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ | $ 30 | ||||||
Repayment representing one half of the existing principal amount under an existing credit agreement | $ | 150 | ||||||
Fees and expenses | $ | 24 | ||||||
Debt owed | $ | 300 | ||||||
Amount of cash hold | $ | $ 80 | ||||||
GnogHoldingsLlcMember | LF LLC | Landcadia HoldCo | Class B common stock | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | shares | 31,350,625 | ||||||
GnogHoldingsLlcMember | LF LLC | Landcadia HoldCo | Class B membership interests | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | shares | 31,350,625 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Number of votes per share | Vote | 10 |
Loss Per Common Share - Additio
Loss Per Common Share - Additional information (Details) - Landcadia Holdings II, Inc - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive securities excluded from computation of earnings per share | |||
Common stock conversion ratio from Class B to Class A | 1 | ||
Class A common stock | |||
Antidilutive securities excluded from computation of earnings per share | |||
Common stock subject to possible redemption have been excluded from the calculation of earnings per share | 497,750 | 497,750 |
Purchase Agreement - Transactio
Purchase Agreement - Transaction (Details) - $ / shares | Jun. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | May 09, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | ||||
Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
LF LLC | Class B membership interests | |||||||
Business Acquisition [Line Items] | |||||||
Number of common stock cancellation for each unit exchanged | 1 | ||||||
Landcadia HoldCo | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest | 54.10% | ||||||
Landcadia HoldCo | LF LLC | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest | 45.90% | ||||||
Landcadia HoldCo | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of maximum number of redemptions of public shares | 53.20% | ||||||
Landcadia HoldCo | LF LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of maximum number of redemptions of public shares | 46.80% | ||||||
Landcadia HoldCo | LF LLC | |||||||
Business Acquisition [Line Items] | |||||||
Threshold period from the closing, the units held may be exchanged for shares of common stock | 180 days | ||||||
Landcadia HoldCo | LF LLC | Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Number of units redeemable per share | 1 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Landcadia Holdings II, Inc | Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||
Landcadia Holdings II, Inc | Class B common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Purchase Agreement - Terminatio
Purchase Agreement - Termination and other agreements (Details) $ / shares in Units, $ in Millions | Jun. 28, 2020USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Threshold period from the closing, the amendment to insider letter will be made | 60 days |
Threshold closing price of common stock | $ / shares | $ 15 |
Reduction in the principal amount outstanding under the First A&R Intercompany | $ 150 |
Percentage of reduction in the amounts payable | shares | 6 |
Jfg Sponsor [Member] | |
Business Acquisition [Line Items] | |
Percentage of shares forfeited | 66.67% |
Number of shares forfeited | shares | 2,543,750 |
LF LLC | |
Business Acquisition [Line Items] | |
Threshold cash balance immediately following the closing of transaction | $ 80 |
Tax receivable agreement, percentage of U.S. federal income tax savings | 85.00% |
Estimated TRA liability when no redemption of the public shares and no exchange of LF LLC's HoldCo Class B Units | $ 22.2 |
Estimated TRA liability when maximum redemption of the public shares and no exchange of LF LLC's HoldCo Class B Units | 21.8 |
Estimated termination payment when no redemption of the public shares | 284.6 |
Estimated early termination payment when maximum redemption of the public shares | $ 287 |
LF LLC | Landcadia HoldCo | |
Business Acquisition [Line Items] | |
Threshold period from the closing, the units held may be exchanged for shares of common stock | 180 days |
LF LLC | Class B membership interests | |
Business Acquisition [Line Items] | |
Number of common stock cancellation for each unit exchanged | shares | 1 |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (benefit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of income tax expense (benefit) | |||||||
Current income taxes | $ 6,225,000 | $ 4,873,000 | |||||
Deferred income taxes | $ (2,872,000) | $ 262,000 | 269,000 | 655,000 | |||
Income Tax Expense (Benefit), Total | $ (1,376,000) | $ 1,345,000 | 914,000 | 4,435,000 | 5,960,000 | 4,708,000 | |
Landcadia Holdings II, Inc | |||||||
Reconciliation of income tax expense (benefit) | |||||||
Current income taxes | 664,486 | ||||||
Total expense (benefit) | 664,486 | ||||||
Income Tax Expense (Benefit), Total | $ (63,905) | $ 323,953 | $ 151,540 | $ 542,335 | $ 664,486 | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax rate to effective tax rate (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statutory rate | 21.00% | 21.00% | 35.00% | ||||
State income tax, net of federal tax benefit | 12.80% | 18.70% | |||||
Total | 33.80% | 39.70% | |||||
Landcadia Holdings II, Inc | |||||||
Statutory rate | 21.00% | 21.00% | 34.40% | ||||
Other | 0.00% | 0.00% | 0.00% | ||||
Total | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 34.40% |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) | $ (1,774,000) | $ 2,902,000 | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||||||
Landcadia Holdings II, Inc | ||||||||||||
General and administrative expenses | 357,790 | $ 248,051 | 115,683 | $ 102,584 | $ 20,974 | 843,997 | 239,241 | 487,292 | 0 | $ 0 | ||
Net income (loss) | $ (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | $ 1,181,113 | $ 842,508 | $ (20,974) | $ 570,078 | $ 2,002,647 | $ 2,499,733 | $ 0 | $ 0 |
Basic and diluted loss available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
Schedule II Valuation of Qualif
Schedule II Valuation of Qualifying Accounts (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Landcadia Holdings II, Inc | ||||||||
Earnings Per Share, Basic and Diluted | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS_2
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||||||||
Total current assets | $ 55,325,000 | $ 44,091,000 | $ 18,310,000 | |||||
Total Assets | 63,283,000 | 47,205,000 | 21,799,000 | |||||
Current Liabilities: | ||||||||
Total current liabilities | 82,521,000 | 50,978,000 | 24,479,000 | |||||
Total Liabilities | 371,077,000 | 55,590,000 | 31,079,000 | |||||
Stockholders' Equity: | ||||||||
Common stock | 0 | 0 | ||||||
Retained Earnings | (18,609,000) | (8,385,000) | (9,280,000) | |||||
Total Stockholders' equity | (307,794,000) | (8,385,000) | $ (6,501,000) | (9,280,000) | ||||
Total liabilities and stockholders' equity | 63,283,000 | 47,205,000 | 21,799,000 | |||||
Landcadia Holdings II, Inc | ||||||||
Current Assets: | ||||||||
Cash | 897,253 | 1,593,104 | 0 | |||||
Prepaid assets | 31,169 | 20,433 | 0 | |||||
Total current assets | 928,422 | 1,613,537 | 0 | |||||
Cash and investments held in trust account | 320,494,513 | 319,901,512 | 0 | |||||
Total Assets | 321,422,935 | 321,515,049 | 0 | |||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | 160,912 | 289,830 | 0 | |||||
Income taxes payable | 131,211 | 664,486 | 0 | |||||
Total current liabilities | 292,123 | 954,316 | 0 | |||||
Deferred underwriting commissions | 11,068,750 | 11,068,750 | 0 | |||||
Total Liabilities | 11,360,873 | 12,023,066 | 0 | |||||
Class A common stock subject to possible redemption, 30,117,474 and 30,181,451 shares at redemption value of $10.13 and $10.09, respectively | 305,062,052 | 304,491,973 | 0 | |||||
Stockholders' Equity: | ||||||||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | 0 | 0 | 0 | |||||
Additional paid-in capital | 1,929,257 | 2,499,342 | 618 | |||||
Retained Earnings | 3,069,812 | 2,499,733 | 0 | |||||
Stock subscription receivable, affiliates | 0 | (1,000) | ||||||
Total Stockholders' equity | 5,000,010 | $ 5,000,010 | $ 5,000,010 | 5,000,010 | $ 5,000,010 | $ 5,000,010 | $ (20,974) | 0 |
Total liabilities and stockholders' equity | 321,422,935 | 321,515,049 | 0 | |||||
Class A common stock | Landcadia Holdings II, Inc | ||||||||
Stockholders' Equity: | ||||||||
Common stock | 150 | 144 | 0 | |||||
Class B common stock | Landcadia Holdings II, Inc | ||||||||
Stockholders' Equity: | ||||||||
Common stock | $ 791 | $ 791 | $ 382 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | May 09, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Dec. 31, 2018 | |
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||
Preferred stock authorized | 1,000,000 | ||||||
Common stock par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||
Common stock authorized | 2,500 | 2,500 | 2,500 | ||||
Common stock issued | 100 | 100 | 100 | ||||
Common stock outstanding | 100 | 100 | 100 | 100 | |||
Landcadia Holdings II, Inc | |||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock issued | 0 | 0 | 0 | ||||
Preferred stock outstanding | 0 | 0 | 0 | ||||
Common stock shares outstanding subject to possible redemptions | 30,181,451 | ||||||
Class A common stock | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock authorized | 200,000,000 | ||||||
Class A common stock | Landcadia Holdings II, Inc | |||||||
Redeemable shares issued (in shares) | 30,117,474 | 30,181,451 | |||||
Redemption value (in dollars per share) | $ 10.13 | $ 10.09 | |||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock issued | 1,507,526 | 1,443,549 | |||||
Common stock outstanding | 1,507,526 | 1,443,549 | |||||
Common stock shares outstanding subject to possible redemptions | 30,117,474 | 30,181,451 | |||||
Class B common stock | Landcadia Holdings II, Inc | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock issued | 7,906,250 | 7,906,250 | 3,815,625 | ||||
Common stock outstanding | 7,906,250 | 7,906,250 | 3,815,625 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||||
Expenses: | |||||||||||||||
Loss from operations | $ 8,161,000 | $ 4,249,000 | $ 22,505,000 | $ 12,917,000 | $ 17,637,000 | $ 11,875,000 | |||||||||
Other income: | |||||||||||||||
Income (loss) before taxes | (3,150,000) | 4,247,000 | 3,428,000 | 12,912,000 | 17,631,000 | 11,867,000 | |||||||||
Tax benefit (provision) | 1,376,000 | (1,345,000) | (914,000) | (4,435,000) | (5,960,000) | (4,708,000) | |||||||||
Net income (loss) | (1,774,000) | 2,902,000 | 2,514,000 | 8,477,000 | 11,671,000 | 7,159,000 | |||||||||
Landcadia Holdings II, Inc | |||||||||||||||
Expenses: | |||||||||||||||
General and administrative expenses | 357,790 | $ 248,051 | 115,683 | $ 102,584 | $ 20,974 | 843,997 | 239,241 | 487,292 | 0 | $ 0 | |||||
Loss from operations | (357,790) | (115,683) | (843,997) | (239,241) | (487,292) | 0 | 0 | ||||||||
Other income: | |||||||||||||||
Interest income | 53,482 | 1,620,749 | 1,565,615 | 2,784,223 | 3,651,511 | 0 | 0 | ||||||||
Income (loss) before taxes | (304,308) | 1,505,066 | 721,618 | 2,544,982 | 3,164,219 | 0 | 0 | ||||||||
Tax benefit (provision) | 63,905 | (323,953) | (151,540) | (542,335) | (664,486) | 0 | 0 | ||||||||
Net income (loss) | $ (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | $ 1,181,113 | $ 842,508 | $ (20,974) | $ 570,078 | $ 2,002,647 | $ 2,499,733 | $ 0 | $ 0 | |||
Basic and diluted loss per share: | |||||||||||||||
Loss per share available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 | |||||||
Basic and diluted weighted average number of shares | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | [1] | 3,317,875 | [1] | 3,317,875 | [1] | |||||
[1] | The years ended December 31, 2018 and 2017 exclude an aggregate of 497,750 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters . |
Statements of Operations (Par_2
Statements of Operations (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Landcadia Holdings II, Inc | ||
Common Stock Subject to Forfeiture Excluded From Computation of Basic and Diluted Weighted Average Number of Shares | 497,750 | 497,750 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Class A common stockLandcadia Holdings II, IncCommon Stock | Class A common stockLandcadia Holdings II, IncAdditional Paid-in Capital | Class B common stockLandcadia Holdings II, IncCommon Stock | Class B common stockLandcadia Holdings II, IncAdditional Paid-in Capital | Landcadia Holdings II, IncAdditional Paid-in Capital | Landcadia Holdings II, IncRetained Earnings / (Accumulated Deficit) | Landcadia Holdings II, IncStock subscription receivable, affiliates | Landcadia Holdings II, Inc | Common Stock | Retained Earnings / (Accumulated Deficit) | Total |
Balance at Dec. 31, 2016 | $ 382 | $ 618 | $ (1,000) | ||||||||
Balance (in shares) at Dec. 31, 2016 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | $ 0 | ||||||||||
Balance at Dec. 31, 2017 | $ 382 | 618 | (1,000) | $ 0 | $ (8,043,000) | ||||||
Balance (in shares) at Dec. 31, 2017 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 0 | 0 | 7,159,000 | $ 7,159,000 | |||||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | 0 | 0 | (9,280,000) | (9,280,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common shares issued | $ 409 | 9,591 | (10,000) | ||||||||
Common shares issued (in shares) | 4,090,625 | ||||||||||
Net income (loss) | $ (20,974) | (20,974) | |||||||||
Balance at Mar. 31, 2019 | $ 791 | 10,209 | (20,974) | (11,000) | (20,974) | ||||||
Balance (in shares) at Mar. 31, 2019 | 7,906,250 | ||||||||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | 0 | 0 | (9,280,000) | (9,280,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 2,002,647 | 8,477,000 | 8,477,000 | ||||||||
Balance at Sep. 30, 2019 | $ 144 | $ 791 | 2,996,428 | 2,002,647 | 5,000,010 | (6,501,000) | (6,501,000) | ||||
Balance (in shares) at Sep. 30, 2019 | 1,439,496 | 7,906,250 | |||||||||
Balance at Dec. 31, 2018 | $ 382 | 618 | (1,000) | 0 | 0 | (9,280,000) | (9,280,000) | ||||
Balance (in shares) at Dec. 31, 2018 | 3,815,625 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common shares issued | $ (3,163) | $ (316,246,837) | $ 409 | $ 9,591 | (10,000) | (316,250,000) | |||||
Common shares issued (in shares) | 31,625,000 | 4,090,625 | |||||||||
Sponsor warrants issued | 8,825,000 | 8,825,000 | |||||||||
Underwriters commissions and offering costs | (18,093,750) | (18,093,750) | |||||||||
Class A shares subject to redemption | $ (3,019) | (304,488,954) | (304,491,973) | ||||||||
Class A shares subject to redemption (in shares) | 30,181,451 | ||||||||||
Payment of stock subscription receivable, affiliates | 11,000 | 11,000 | |||||||||
Net income (loss) | 2,499,733 | 2,499,733 | 0 | 11,671,000 | 11,671,000 | ||||||
Balance at Dec. 31, 2019 | $ 144 | $ 791 | 2,499,342 | 2,499,733 | 0 | 5,000,010 | 0 | (8,385,000) | (8,385,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1,443,549 | 7,906,250 | |||||||||
Balance at Mar. 31, 2019 | $ 791 | 10,209 | (20,974) | (11,000) | (20,974) | ||||||
Balance (in shares) at Mar. 31, 2019 | 7,906,250 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common shares issued | $ 3,163 | 316,246,837 | 316,250,000 | ||||||||
Common shares issued (in shares) | 31,625,000 | ||||||||||
Sponsor warrants issued | 8,825,000 | 8,825,000 | |||||||||
Underwriters commissions and offering costs | (18,093,750) | (18,093,750) | |||||||||
Class A shares subject to redemption | $ (3,020) | (302,810,754) | (302,813,774) | ||||||||
Class A shares subject to redemption (in shares) | (30,191,153) | ||||||||||
Payment of stock subscription receivable, affiliates | 11,000 | 11,000 | |||||||||
Net income (loss) | 842,508 | 842,508 | |||||||||
Balance at Jun. 30, 2019 | $ 143 | $ 791 | 4,177,542 | 821,534 | 5,000,010 | ||||||
Balance (in shares) at Jun. 30, 2019 | 1,433,847 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 1 | (1,181,114) | (1,181,113) | ||||||||
Class A shares subject to redemption (in shares) | 5,649 | ||||||||||
Net income (loss) | 1,181,113 | 1,181,113 | 2,902,000 | ||||||||
Balance at Sep. 30, 2019 | $ 144 | $ 791 | 2,996,428 | 2,002,647 | 5,000,010 | (6,501,000) | (6,501,000) | ||||
Balance (in shares) at Sep. 30, 2019 | 1,439,496 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 497,086 | ||||||||||
Balance at Dec. 31, 2019 | $ 144 | $ 791 | 2,499,342 | 2,499,733 | 0 | 5,000,010 | 0 | (8,385,000) | (8,385,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1,443,549 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 1 | $ 0 | (750,352) | 0 | 0 | (750,351) | |||||
Class A shares subject to redemption (in shares) | 11,355 | 0 | |||||||||
Net income (loss) | 750,351 | 750,351 | |||||||||
Balance at Mar. 31, 2020 | $ 145 | $ 791 | 1,748,990 | 3,250,084 | 5,000,010 | ||||||
Balance (in shares) at Mar. 31, 2020 | 1,454,904 | 7,906,250 | |||||||||
Balance at Dec. 31, 2019 | $ 144 | $ 791 | 2,499,342 | 2,499,733 | $ 0 | 5,000,010 | $ 0 | (8,385,000) | (8,385,000) | ||
Balance (in shares) at Dec. 31, 2019 | 1,443,549 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 570,078 | 2,514,000 | 2,514,000 | ||||||||
Balance at Sep. 30, 2020 | $ 150 | $ 791 | 1,929,257 | 3,069,812 | 5,000,010 | (18,609,000) | (307,794,000) | ||||
Balance (in shares) at Sep. 30, 2020 | 1,507,526 | 7,906,250 | |||||||||
Balance at Mar. 31, 2020 | $ 145 | $ 791 | 1,748,990 | 3,250,084 | 5,000,010 | ||||||
Balance (in shares) at Mar. 31, 2020 | 1,454,904 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 2 | (60,133) | (60,131) | ||||||||
Class A shares subject to redemption (in shares) | 21,179 | ||||||||||
Net income (loss) | 60,131 | 60,131 | |||||||||
Balance at Jun. 30, 2020 | $ 147 | $ 791 | 1,688,857 | 3,310,215 | 5,000,010 | ||||||
Balance (in shares) at Jun. 30, 2020 | 1,476,083 | 7,906,250 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Class A shares subject to redemption | $ 3 | 240,400 | 240,403 | ||||||||
Class A shares subject to redemption (in shares) | 31,443 | ||||||||||
Net income (loss) | (240,403) | (240,403) | (1,774,000) | ||||||||
Balance at Sep. 30, 2020 | $ 150 | $ 791 | $ 1,929,257 | $ 3,069,812 | $ 5,000,010 | $ (18,609,000) | $ (307,794,000) | ||||
Balance (in shares) at Sep. 30, 2020 | 1,507,526 | 7,906,250 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
Landcadia Holdings II, Inc | |
Common Stock Shares Outstanding Subject to Forfeiture | 30,181,451 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||||
Net income | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||
Changes in operating assets and liabilities: | ||||||
Increase (decrease) in income taxes payable | 2,660,000 | 0 | ||||
Net cash used in operating activities | 24,434,000 | 18,873,000 | 35,199,000 | 26,362,000 | ||
Cash flows from investing activities: | ||||||
Net cash provided by (used in) investing activities | (11,000) | 0 | (73,000) | |||
Cash flows from financing activities: | ||||||
Net cash provided by financing activities | (14,076,000) | (5,758,000) | (10,860,000) | (14,921,000) | ||
Net increase (decrease) in cash and cash equivalents | 10,347,000 | 13,115,000 | 24,339,000 | 11,368,000 | ||
Cash and cash equivalents at beginning of period | 846,000 | 42,000 | 42,000 | |||
Cash and cash equivalents at end of period | $ 846,000 | 3,612,000 | 846,000 | 42,000 | ||
Supplemental schedule of non-cash financing activities: | ||||||
Cash and cash equivalents at beginning of period | 27,708,000 | 38,932,000 | 14,593,000 | 14,593,000 | 3,225,000 | |
Cash and cash equivalents at end of period | 38,932,000 | 49,279,000 | 27,708,000 | 38,932,000 | 14,593,000 | $ 3,225,000 |
Landcadia Holdings II, Inc | ||||||
Cash flows from operating activities: | ||||||
Net income | 497,086 | 570,078 | 2,002,647 | 2,499,733 | 0 | 0 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Trust account interest income | (1,565,615) | (2,784,223) | (3,651,512) | 0 | 0 | |
Changes in operating assets and liabilities: | ||||||
Decrease (increase) in prepaid expenses | (10,736) | (7,761) | (20,433) | 0 | 0 | |
Increase (decrease) in accounts payable and accrued liabilities | (128,918) | 19,252 | 191,046 | 0 | 0 | |
Increase (decrease) in income taxes payable | (533,275) | 542,335 | 664,486 | 0 | 0 | |
Net cash used in operating activities | (1,668,466) | (227,750) | (316,680) | 0 | 0 | |
Cash flows from investing activities: | ||||||
Cash withdrawn from trust account for tax payments | 972,615 | 0 | ||||
Cash deposited in trust account | 0 | (316,250,000) | (316,250,000) | 0 | 0 | |
Net cash provided by (used in) investing activities | 972,615 | (316,250,000) | (316,250,000) | 0 | 0 | |
Cash flows from financing activities: | ||||||
Proceeds from public offering | 0 | 316,250,000 | 316,250,000 | 0 | 0 | |
Proceeds from sale of private placement warrants | 0 | 8,825,000 | 8,825,000 | 0 | 0 | |
Proceeds from sale of common stock to sponsor | 0 | 10,000 | 10,000 | 0 | 0 | |
Payment for underwriting discounts | 0 | (6,325,000) | (6,325,000) | 0 | 0 | |
Payment of offering costs | 0 | (517,746) | (517,746) | 0 | 0 | |
Payment of notes payable, affiliates | 0 | (83,470) | (83,470) | 0 | 0 | |
Proceeds from stock subscriptions receivable, affiliates | 0 | 1,000 | 1,000 | 0 | 0 | |
Net cash provided by financing activities | 0 | 318,159,784 | 318,159,784 | 0 | 0 | |
Net increase (decrease) in cash and cash equivalents | (695,851) | 1,682,034 | 1,593,104 | 0 | 0 | |
Cash and cash equivalents at beginning of period | 1,682,034 | 1,593,104 | 0 | 0 | 0 | 0 |
Cash and cash equivalents at end of period | $ 1,593,104 | 897,253 | 1,682,034 | 1,593,104 | 0 | 0 |
Supplemental schedule of non-cash financing activities: | ||||||
Change in value of common shares subject to possible conversion | 570,078 | 2,036,728 | 2,533,813 | 0 | 0 | |
Initial classification of common shares subject to possible conversion | 0 | 301,958,160 | 301,958,160 | 0 | 0 | |
Deferred underwriting commissions | 0 | 11,068,750 | 11,068,750 | 0 | 0 | |
Accrued offering costs | 0 | 98,784 | 98,784 | 0 | 0 | |
Offering costs included in Notes payable, affiliates | $ 0 | $ 83,470 | $ 83,470 | $ 0 | $ 0 |
Nature of Business_2
Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Nature of Business | 1. Nature of Business and Subsequent Events Business Landcadia Holdings II, Inc., (the “Company”), was formed as CAPS Holding LLC, a Delaware limited liability company on August 11, 2015 and converted into a Delaware corporation on February 4, 2019. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On June 29, 2020 the Company announced that it has entered into a purchase agreement (the “Purchase Agreement”) to acquire Golden Nugget Online Gaming, Inc. (“GNOG”). The transaction is expected to close in the 4 th quarter of 2020. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. See Note 6 for further information. All activity through September 30, 2020 relates to the Company’s efforts to execute a suitable Business Combination as well as its formation and initial public offering of units (the “Public Offering”), which is described below. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc. (“FEI”) and Jefferies Financial Group Inc. (“JFG” and, together with FEI, the “Sponsors”). FEI is wholly owned by Tilman J. Fertitta, the Company's Co-Chairman and Chief Executive Officer. Financing The Company intends to finance its Business Combination in part with proceeds from its $316,250,000 Public Offering and $8,825,000 private placement (the “Private Placement”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 6, 2019. The Company consummated the Public Offering of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on May 9, 2019, generating gross proceeds of $316,250,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 5,883,333 warrants (the "Sponsor Warrants”) at a price of $1.50 per Sponsor Warrant. Upon the closing of the Public Offering and Private Placement, $316,250,000 from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. In the nine months ending September 30, 2020, we paid franchise tax expenses of $283,859 and Federal income tax expense of $684,815 from Trust Account earnings. The Company’s third amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by May 9, 2021 (within 24 months from the closing of the Public Offering); or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by May 9, 2021, subject to applicable law. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Sponsors and the Company's officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founders Shares (as defined below) and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founders Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by May 9, 2021, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a Business Combination by May 9, 2021, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founders Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($316,250,000 held in the Trust Account divided by 31,625,000 Public Shares). See Note 3. The Company will have until May 9, 2021 to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founders Shares (as defined below) held by them if the Company fails to complete its Business Combination by May 9, 2021; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founders Shares and any Public Shares in favor of the Business Combination. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. Fiscal Year End The Company has a December 31 fiscal year-end. | 1. Nature of Business Business Landcadia II Holdings, Inc., (the “Company”), was formed as CAPS Holding LLC, a Delaware limited liability company on August 11, 2015 and converted into a Delaware corporation of February 4, 2019. The Company has not had any significant operations to date. The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not yet identified a Business Combination. There is no assurance that the Company’s plans to consummate a Business Combination will be successful. All activity through December 31, 2019 relates to the Company’s formation and its initial public offering of units (the “Public Offering”), which is described below. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc. (“FEI”) and Jefferies Financial Group Inc. (“JFG” and, together with FEI, the “Sponsors”). FEI is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Financing The Company intends to finance its Business Combination in part with proceeds from its $316,250,000 Public Offering and $8,825,000 private placement (the “Private Placement”), see Notes 4 and 5. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 6, 2019. The Company consummated the Public Offering of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on May 9, 2019, generating gross proceeds of $316,250,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 5,883,333 warrants (the “Sponsor Warrants”) at a price of $1.50 per Sponsor Warrant. Upon the closing of the Public Offering and Private Placement, $316,250,000 from the net proceeds of the sale of the Units in the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account can only be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s third amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay tax obligations, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units being sold in the Public Offering (“Public Shares”) properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination by May 9, 2021 (within 24 months from the closing of the Public Offering); or (iii) the redemption of the Public Shares if the Company is unable to complete the Business Combination by May 9, 2021, subject to applicable law. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Sponsors and the Company's officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founders Shares (as defined below) and Public Shares in connection with the completion of the Business Combination, (ii) waive their redemption rights with respect to their Founders Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by May 9, 2021, or to provide for redemption in connection with a Business Combination and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares if the Company fails to complete a Business Combination by May 9, 2021, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame; and (iv) vote any Founders Shares held by them and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor of the Business Combination. The Company, after signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the Trust Account and not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering, without the Company’s prior consent. The Public Shares have been recorded at their redemption amount and classified as temporary equity (“Redeemable Shares”), in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.00 per Public Share ($316,250,000 held in the Trust Account divided by 31,625,000 Public Shares). See Note 3. The Company will have until May 9, 2021, to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims to creditors and the requirements of other applicable law. The Sponsors and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founders Shares (as defined below) held by them if the Company fails to complete its Business Combination by May 9, 2021; however, the Sponsors, officers and directors are entitled to liquidating distributions from the Trust Account with respect to Public Shares held by them if the Company does not complete the Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Pursuant to the letter agreement referenced above, the Sponsors, officers and directors agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, such parties will vote their Founders Shares and any Public Shares in favor of the Business Combination. Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment to or disclosure in the financial statements. Fiscal Year End The Company has a December 31 fiscal year-end. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Covid‑19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through an increase in new patrons utilizing online gaming due to closures of land-based casinos and suspensions, postponement and cancellations of major sports seasons and sporting events, although sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. Land based casinos reopened during the quarter with significant restrictions, which eased over time. However, virus cases began to increase and restrictions were reinstituted. As a result, the ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist and the subsequent behavior of new patrons after land-based casinos reopen fully. Merger Transaction On June 28, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of Landcadia Holdings II, Inc. (Landcadia II), (“Landcadia HoldCo”). Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, our Parent through one of its subsidiaries, Landry’s Fertitta, LLC (“LF LLC”) will receive (i) 31,350,625 Class B membership interests in Lancadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B Common Stock, par value $0.0001 per share of the newly combined company, which will entitle the holder to ten votes per share, subject to certain limitations, (iii) cash consideration in an amount of $30.0 million and (iv) the repayment of $150.0 million of the outstanding $300.0 million interest only term loan that was entered into on April 28, 2020, together with a related $24.0 million prepayment premium. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. At the closing, the newly combined entities (“New GNOG”) will be organized in an “Up-C” structure in which substantially all the assets and the business of New GNOG will be held indirectly by Landcadia HoldCo, and New GNOG’s only direct assets will consist of Class A membership interests of Landcadia HoldCo. New GNOG’s business will continue to operate through GNOG LLC. New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo and will control Landcadia HoldCo as the sole manager of Landcadia HoldCo in accordance with the terms of the amended and restated limited liability agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “HoldCo LLC Agreement”). LF LLC is expected to own approximately 45.9% of the combined membership interests in Landcadia HoldCo, but its membership interests will carry no voting rights. Beginning six months after the Closing, each HoldCo Class B Unit to be held by LF LLC will be redeemable by Landcadia HoldCo for either one share of Class A common stock, or at Landcadia HoldCo’s election, the cash equivalent to the market value of one share of Class A common stock pursuant to the HoldCo LLC Agreement. One share of the Class B common stock held by LF LLC will be canceled for each HoldCo Class B Unit redeemed. Landcadia HoldCo will own all of the equity interests in GNOG HoldCo, which will own all of the equity interests in GNOG LLC. Tilman J. Fertitta and Jeffries Financial Group Inc. (“JFG”) currently own 4,090,625 and 3,815,625, respectively, Class B founder shares in Landcadia II that will convert to Class A common shares upon consummation of the transaction, but following the forfeiture by JFG of two thirds of their Class B founder shares. Upon completion of the transaction, Mr. Fertitta and his affiliates will be beneficial owner of all of the outstanding shares of Class B common stock and will control the 79.9% of the voting power of New GNOG. Pursuant to Nasdaq rules, a company of which 50% of the voting power for the election of directors is held by an individual, a group or another company will qualify as a “controlled company”. As a “controlled company”, New GNOG will not be required to comply with certain Nasdaq rules that would otherwise require it to have: (i) a board of directors comprised of a majority of independent directors; (ii) compensation of its executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of independent directors or a nominating committee comprised solely of independent directors. The closing of the transaction is subject to certain conditions, including, among others, approval by Landcadia II’s stockholders of the Purchase Agreement, the transaction and certain other actions related thereto. The transaction is expected to close in the fourth quarter of 2020. Interim Financial Information The unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. Therefore, these unaudited condensed financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 In management’s opinion, these unaudited condensed financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2020 may not be indicative of the results that will be realized for the full year ending December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Basis of Presentation and Use of Estimates The financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on accounts and cash on hand. We consider short-term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. Amounts held in financial institutions are in excess of FDIC insurance limits. We have not experienced any losses in such account and believe we are not exposed to any significant risks on our cash in bank accounts. Pursuant to NJAC 13:69O‑1.3(k), a separate New Jersey bank account is maintained to segregate internet gaming patron’s funds on deposit, pending withdrawals, and active wagers. The balance in this account at December 31, 2019 and 2018 was $38.1 million and $14.6 million, respectively and is shown as restricted cash. Unrestricted cash balance at December 31, 2019 and 2018 was $0.8 million and $42 thousand, respectively. Accounts Receivable Receivables consist of amounts due from third party processors and online gaming operators. As of December 31, 2019, and 2018, there were $3.3 million and $2.3 million, respectively, due from gaming platform providers. Receivables are reviewed for collectability based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. For the years ended December 31, 2019 and 2018 there was no allowance for doubtful accounts. Accounts receivables are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively Customer Deposits Customer deposits are liabilities that relate to amounts received from customers and online betting operators and are required to be maintained to comply with regulatory requirements. As of December 31, 2019, and 2018, there were $29.2 million and $12.0 million, respectively, in deposits from customers and online gaming operators. Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. Revenue and Cost Recognition We recognize revenue for services when the services are performed and when we have no substantive performance obligations remaining. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of casino wins as revenue and our service provider’s share is reported in costs and expenses. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. We are contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate real money online gaming and sports betting in New Jersey, for which we receive royalties and cost reimbursement. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. Advertising Advertising costs are expensed as incurred during such year. Advertising expenses were $9.3 million and $8.2 million, in 2019 and 2018, respectively. Gaming Tax The Company remits monthly to the State of New Jersey a tax equal to 15% of gross internet gaming revenue and a tax equal to 13% of gross internet sports wagering revenue, as defined. As required by the provisions of the New Jersey Casino Control Act (the “Act”), New Jersey casino licensees must pay an investment alternative tax of 2.5% of gross casino revenues and 5.0% of internet gaming revenues as defined in the Act. However, pursuant to contracts with the New Jersey Casino Reinvestment Development Authority (“CRDA”), GNAC pays 1.25% of its gross casino revenues and 2.5% of internet gaming revenues to the CRDA (the “CRDA Payment”) to fund qualified investments as defined in the Act. Gaming tax expense was $10.0 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively. Income Taxes We are subject to a tax sharing agreement with certain FEI owned companies. We record tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. We follow the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We use a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
Landcadia Holdings II, Inc | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principals of Consolidation and Basis of Presentation Our consolidated financial statements include the accounts of Landcadia Holdings II, Inc. and all subsidiaries in which we hold a controlling financial interest. These unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10‑K filed with the SEC on March 27, 2020. Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A-"Expenses of Offering." Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $160,912 and $289,830 as of September 30, 2020 and December 31, 2019, respectively. Accounts payable and accrued liabilities on September 30, 2020 primarily consist of Delaware franchise tax expenses and other general and administrative costs. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and nine months ending September 30, 2020 and 2019, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. In accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for years after 2015. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Cares Act includes several significant business tax provisions that, among other things, eliminates the taxable income limit for certain net operating losses ("NOL") and allows businesses to carryback NOLs arising in 2018, 2019, and 2020 to the five prior years; suspends the excess business loss rules; accelerates refunds of previously generated corporate alternative minimum tax credits; adjusts business interest limitations under IRC section 163(j) from 30% to 50%; and addresses other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company is still evaluating the impact, if any, of the CARES Act on its financial position, results of operations and cash flows. The effective tax rate was 21.0% for all periods presented. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering.” Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $289,830 as of December 31, 2019, and primarily consist of Delaware franchise tax expenses for 2019 and costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to Offering costs. Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2019, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the years ended December 31, 2019, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. Further, in accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. See Note 6 for further information. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019, 2018 and 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019, 2018 and 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by Federal and State taxing authorities for years after 2015. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this Tax Reform has no effect on the Company’s financial statements. See Note 7 for further information. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Stockholder's Equity_2
Stockholder's Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholder's Equity | 6. STOCKHOLDER’S DEFICIT On April 28, 2020, we entered into a term loan credit agreement that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 4, 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024 with substantially similar terms as our credit agreement. As of September 30, 2020, we had receivable from our parent totaling $108 thousand for additional capital contributions as provided for in the note receivable. We also received an advance from our parent of $7.1 million to pay the debt issuance costs associated with the term loan. During the nine months ended September, 2020 and 2019, we made dividend payments of $30.8 million and $5.7 million, respectively to our Parent. | 5. STOCKHOLDER’S DEFICIT During the years ended December 31, 2019 and 2018, we made dividend payments of $10.8 million and $8.4 million, respectively to our Parent. |
Landcadia Holdings II, Inc | ||
Stockholder's Equity | 3. Stockholders’ Equity In 2015, JFG purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for $1,000. On February 14, 2019, the Company amended the total number of authorized shares of all classes of capital stock to 221,000,000, of which 200,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. Simultaneously, the Company reclassified all of its issued and outstanding shares of common stock to Founders Shares and conducted a 1:2,775 stock split. Also, on February 14, 2019, the Company issued 2,975,000 additional Founders Shares to FEI for $10,000. On March 13, 2019, the Company conducted a 1:1.25 stock split and on May 6, 2019 a 1:1.10 stock split of the Founders Shares. The financial statements reflect the changes from these splits retroactively for all periods presented. Following these transactions, the Sponsors owned 7,906,250 issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or approximately $0.001 per share. Redeemable Shares All of the 31,625,000 Public Shares sold as part of the Public Offering contain a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company's amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting periods. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. At September 30, 2020, there were 31,625,000 Public Shares, of which 30,117,474 were classified as Redeemable Shares, classified outside of permanent equity, and 1,507,526 classified as Class A common stock. At December 31, 2019, of the 31,625,000 Public Shares, 30,181,451 were classified as Redeemable Shares, and 1,443,549 were classified as Class A common stock. For further information on the Founders Shares, see Note 5. | 3. Stockholder’s Equity In 2015, JFG Sponsor purchased an aggregate of 1,000 shares of the Company’s common stock (100% of the issued and outstanding shares) for $1,000. On February 4, 2019, the Company amended the total number of authorized shares of all classes of capital stock to 221,000,000, of which 200,000,000 shares are Class A shares at par value $0.0001 per share; 20,000,000 shares are Class B shares at par value $0.0001 per share (the “Founders Shares”); and 1,000,000 shares are Preferred stock at par value $0.0001 per share. Simultaneously, the Company reclassified all of its issued and outstanding shares of common stock to Founders Shares and conducted a 1:2,775 stock split. Also, on February 14, 2019, the Company issued 2,975,000 additional Founders Shares to FEI for $10,000. On March 13, 2019, the Company conducted a 1:1.25 stock split and on May 6, 2019 a 1:1.10 stock split of the Founders Shares. The financial statements reflect the changes from these splits retroactively for all periods presented. Following these transactions, the Sponsors owned 7,906,250 issued and outstanding Founders Shares and the Company had $11,000 of invested capital, or approximately $0.001 per share. Redeemable Shares All of the 31,625,000 Public Shares sold as part of the Public Offering contain a redemption feature as defined in the Public Offering. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company’s amended and restated certificate of incorporation provides a minimum net tangible asset threshold of $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of Redemption Shares will be affected by charges against additional paid-in capital. At December 31, 2019, there were 31,625,000 Public Shares, of which 30,181,451 were classified as Redeemable Shares, classified outside of permanent equity, and 1,443,549 classified as Class A common stock. For further information on the Founders Shares, see Note 5. |
Public Offering_2
Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Public Offering | 4. Public Offering Public Units In the Public Offering, which closed May 9, 2019, the Company sold 31,625,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public Warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement to register the shares of common stock underlying the warrants under the Securities Act following the completion of the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each whole Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business Combination on or prior to May 9, 2021, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30‑trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Underwriting Commissions The Company paid an underwriting discount of $6,325,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on May 9, 2019, with an additional fee (“Deferred Discount”) of $11,068,750 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions. | 4. Public Offering Public Units In the Public Offering, which closed May 9, 2019, the Company sold 31,625,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (each a “Public Warrant”). Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement to register the shares of common stock underlying the warrants under the Securities Act following the completion of the Business Combination. Each Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Business Combination on or prior to May 9, 2021, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Public Warrants become exercisable, the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days’ prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. Underwriting Commissions The Company paid an underwriting discount of $6,325,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on May 9, 2019, with an additional fee (“Deferred Discount”) of $11,068,750 ($0.35 per Unit sold) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. See Note 5 for further information on underwriting commissions. |
Related Party Transactions_2
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | 8. RELATED PARTIES We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $58 thousand, $69 thousand, $172 thousand and $172 thousand under the agreements for the three months and nine months ended September 30, 2020 and 2019. On April 27, 2020, we entered into an Online Gaming Operations Agreement with an affiliate, GNAC. The agreement grants us the right to host, manage, control, operate, support and administer online gaming services under GNAC’s operating licenses. The agreement also grants us the right to use the Golden Nugget trademark in connection with our online gaming operations. Under the terms of these agreements, we will pay a monthly royalty equal to 3% of net gaming revenue as defined. The agreements provide for a five-year term and a renewable five-year option. We expensed $0.8 million for the nine months and $0.5 million three months ended September 30, 2020 pursuant to this agreement. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. | 8. CERTAIN TRANSACTIONS We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $250 thousand and $177 thousand under the agreements for the years ended December 31, 2019 and 2018. See Note 9. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. |
Landcadia Holdings II, Inc | ||
Related Party Transactions | 5. Related Party Transactions Founders Shares The Founders Shares are identical to the Public Shares except that the Founders Shares are subject to certain transfer restrictions and automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the Public Offering. The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). In connection with the closing of the proposed business combination with GNOG (the "Closing"), the parties are expected to enter into the Lock Up Amendment (as defined below), which will amend the Letter Agreement (as defined below) to provide for an additional acceleration event to the Lock Up Period based on the Company's common stock equaling or exceeding $15.00 per share for a period of 60 days following the Closing. See Note 6 for further information on the Lock Up Amendment. The Founders Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founders Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founders Shares will never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on May 9, 2019 the Sponsors purchased an aggregate of 5,883,333 Sponsor Warrants at a price of $1.50 per warrant ($8,825,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $316,250,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless. On June 12, 2019, FEI assigned and transferred all of the 2,941,667 Sponsor Warrants and 4,090,625 Founders Shares held by it to Tilman J. Fertitta for the same prices originally paid by FEI for such securities ($4,412,500 and $10,000, respectively). In connection with such transfer, Mr. Fertitta entered into the registration rights agreement entered into by the Sponsors and the Company in connection with the Public Offering, which registration rights are described below. Registration Rights The holders of the Founders Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five and seven years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founders Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will pay FEI for office space, utilities and secretarial and administrative support, in an amount equal to $10,000 per month ending on the earlier of the completion of a Business Combination or May 9, 2021, if the Company is unable to complete the Business Combination. The Company has incurred and paid administrative services fees of $30,000 in both the three months ended September 30, 2020 and 2019, and $90,000 and $80,000 for the nine months ended September 30, 2020 and 2019, respectively. Sponsor Indemnification The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Sponsor Loans On February 14, 2019, the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans of $83,470 were repaid in full on May 14, 2019. In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. See Note 4 for the terms of the warrants. | 5. Related Party Transactions Founders Shares The Founders Shares are identical to the Public Shares except that the Founders Shares are subject to certain transfer restrictions and automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The initial stockholders collectively own 20% of the Company’s issued and outstanding shares of common stock after the Public Offering. The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). The Founders Shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founders Shares will equal, in the aggregate, 20% of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founders Shares will never occur on a less than one-for-one basis. Sponsor Warrants In conjunction with the Public Offering that closed on May 9, 2019 the Sponsors purchased an aggregate of 5,883,333 Sponsor Warrants at a price of $1.50 per warrant ($8,825,000 in the aggregate) in the Private Placement. A portion of the purchase price of the Sponsor Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $316,250,000 was placed in the Trust Account. Each Sponsor Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers of the Sponsor Warrants or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in the Public Offering. Otherwise, the Sponsor Warrants have terms and provisions that are identical to those of the Public Warrants except that the Sponsor Warrants may be exercised on a cashless basis. If the Company does not complete the Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Sponsor Warrants issued to the Sponsors will expire worthless. On June 12, 2019, FEI assigned and transferred all of the 2,941,667 Sponsor Warrants and 4,090,625 Founders Shares held by it to Tilman J. Fertitta for the same prices originally paid by FEI for such securities ($4,412,500 and $10,000, respectively). In connection with such transfer, Mr. Fertitta entered into the registration rights agreement entered into by the Sponsors and the Company in connection with the Public Offering, which registration rights are described below. Registration Rights The holders of the Founders Shares, Sponsor Warrants, shares of Class A common stock issuable upon conversion of the Founders Shares, Sponsor Warrants or Working Capital Loans will be entitled to registration rights. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, JFG may not exercise its demand and “piggyback” registration rights after five and seven years, respectively after the effective date of the registration statement relating to the Public Offering and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions Jefferies LLC is the underwriter of the Public Offering, and its indirect parent, JFG, beneficially owns 48.3% of the Founders Shares. Jefferies LLC received all of the underwriting discount that was due at the closing of the Public Offering, and will receive the additional Deferred Discount payable from the Trust Account upon completion of the Business Combination. See Note 4 for further information regarding underwriting commissions. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company will pay FEI for office space, utilities and secretarial and administrative support, in an amount equal to $10,000 per month ending on the earlier of the completion of a Business Combination or May 9, 2021, if the Company is unable to complete the Business Combination. The Company has recorded administrative services fees of $110,000 as of December 31, 2019. Sponsor Indemnification The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. Sponsor Loans On February 14, 2019, the Sponsors agreed to loan the Company up to an aggregate of $300,000 by the issuance of unsecured promissory notes to cover expenses related to the Public Offering. These loans of $83,470 were repaid in full on May 14, 2019. In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $1,500,000 of these loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Sponsor Warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans. See Note 4 for the terms of the warrants. |
Loss Per Common Share_2
Loss Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Landcadia Holdings II, Inc | |
Loss Per Common Share | 6. Loss Per Common Share A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2019 2018 2017 Numerator: Net income - basic and diluted $ 2,499,733 $ — $ — Less: Income attributable to common stock subject to possible redemption (2,677,465) — — Net loss available to common shares $ (177,732) $ — $ — Demoninator: Weighted average number of shares - basic 8,032,273 3,317,875 3,317,875 Warrants — — — Weighted average number of shares - diluted 8,032,273 3,317,875 3,317,875 Basic and diluted loss available to common shares $ (0.02) $ — $ — All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Further, an aggregate of 497,750 shares of Class A common stock subject to possible redemption have been excluded from the calculation of earnings per share for the years December 31, 2018 and 2017. |
Purchase Agreement_2
Purchase Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Landcadia Holdings II, Inc | |
Purchase Agreement | 6. Purchase Agreement On June 28, 2020 the Company entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of the Company (“Landcadia HoldCo”), Landry’s Fertitta, LLC, a Texas limited liability company (“LF LLC”), GNOG Holdings, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of LF LLC (“GNOG HoldCo”), and Golden Nugget Online Gaming, Inc. (f/k/a Landry’s Finance Acquisition Co.), a New Jersey corporation and wholly-owned subsidiary of LF LLC (“GNOG”). Tilman J. Fertitta, the owner of one of the Company’s sponsors and Co-Chairman and Chief Executive Officer of the Company, indirectly owns all of the equity interests in LF LLC, GNOG HoldCo and GNOG. The acquisitions and transactions contemplated by the Purchase Agreement are referred to herein as the "Transactions". Upon consummation of the Transactions contemplated by the Purchase Agreement, the Company will change its name to "Golden Nugget Online Gaming, Inc." The Company may be referred to herein as "New GNOG". More information about the Transactions is included in the preliminary proxy statement, as amended, that the Company initially filed with the SEC on August 12, 2020. There is no guarantee that the conditions to the closing of the Transactions will be satisfied prior to, or following the special meeting of the Company's stockholders to be held to approve such Transactions. Structure; Consideration to be Paid in the Transactions Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, at the time of the Closing, LF LLC will contribute all of the membership interests in GNOG HoldCo to Landcadia HoldCo, in exchange for (i) 31,350,625 Class B membership interests in Landcadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B common stock, par value $0.0001 per share, of the Company (the “Class B common stock”), which will entitle the holder to ten votes per share subject to the adjustments and limitations described below (the “High Voting Rights”), (iii) cash consideration in an amount of $30.0 million (the "Closing Cash Consideration") and (iv) the assumption of $300 million of debt owed by GNOG under their existing credit agreement (the “Credit Agreement”), of which $150 million will be repaid at Closing along with a related premium in an amount of approximately $24 million (together, the "Credit Agreement Payoff Amount"), as well as accrued and unpaid interest. A Portion of the cash held in the Trust Account, after taking into account any redemptions of our public shares in connection with Closing, will be used to pay the Closing Cash Consideration and the Credit Agreement Payoff Amount, and funds sufficient to ensure that GNOG LLC will hold at least $80.0 million in cash at Closing will be contributed down to GNOG LLC upon Closing. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. Upon Closing, New GNOG will be organized in an umbrella partnership C-corporation, or “Up-C” structure, in which substantially all of the assets of New GNOG will be held indirectly through GNOG LLC and all of the business of New GNOG will be conducted through GNOG LLC. New GNOG’s only direct assets will consist of the Class A membership interests it holds of Landcadia HoldCo, and the number of Class A units of Landcadia HoldCo that will be issued to New GNOG at Closing will be equal to the number of shares of New GNOG Class A common stock outstanding at Closing. As a result, New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo (assuming no redemptions of public shares, or 53.2% assuming the maximum number of redemptions of public shares), and in either event, New GNOG will control Landcadia HoldCo as the managing member of Landcadia HoldCo in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “A&R HoldCo LLC Agreement”). The remaining approximately 45.9% of the combined membership interests of Landcadia HoldCo (assuming no redemptions of public shares, or 46.8% assuming the maximum number of redemptions of public shares) will be held by LF LLC through HoldCo Class B Units, which will carry no voting rights. Pursuant to the terms of the A&R HoldCo LLC Agreement, beginning 180 days after the Closing, LF LLC, the holder of HoldCo Class B Units, will be entitled to cause Landcadia HoldCo to exchange all or a portion of its HoldCo Class B Units (upon the surrender of a corresponding number of shares of New GNOG Class B common stock), on a one for-one basis, for either shares of Class A common stock, par value $0.0001 per share, of New GNOG (“New GNOG Class A common stock”), or at the election of New GNOG, in its capacity as the managing member of Landcadia HoldCo, the cash equivalent of the market value of such shares of New GNOG Class A common stock based upon the average of the volume weighted closing price for each of the ten consecutive full trading days ending on and including the last full trading date immediately prior to the due date of such payment. The transaction is expected to close in the 4 th quarter of 2020. Representations, Warranties and Covenants The parties to the Purchase Agreement have agreed to customary representations, warranties and covenants in the Purchase Agreement, including, among others, covenants with respect to the conduct of GNOG HoldCo, GNOG, GNOG LLC and their respective subsidiaries during the period between execution of the Purchase Agreement and the Closing. Each of the Company, Landcadia HoldCo, GNOG, GNOG HoldCo and LF LLC has agreed to use its commercially reasonable efforts to cause the Transactions to be consummated reasonably promptly after the date of the execution of the Purchase Agreement. Conditions to Closing Under the Purchase Agreement, the obligations of the parties to consummate the Transactions are subject to the approval at a special meeting of the stockholders of the Company by (A)(i) a majority of the shares of the Company’s common stock voted at the meeting and (ii) a majority of the shares of Class A Common Stock outstanding and held by the stockholders of the Company other than those shares beneficially owned by Tilman J. Fertitta and JFG (the “Disinterested Stockholders”) and (B) with respect to the amendments to the Charter necessary to effect the Transactions, (i) a majority of the shares of the Company’s common stock outstanding and (ii) a majority of the shares of Class A Common Stock outstanding and held by the Disinterested Stockholders (collectively, the “Stockholder Approval”). In addition, the Closing is subject to, among other conditions, (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (which waiting period was terminated on August 20, 2020), (ii) the receipt of all necessary permits, approvals, clearances, licenses, and consents of, or filings with, any governmental or regulatory authorities (including all relevant approvals and licenses required under applicable gaming law to operate in the ordinary course the business of GNOG, or GNOG LLC as its successor), and (iii) material compliance by the parties with their respective pre-Closing and Closing obligations and the accuracy of each party’s representations and warranties in the Purchase Agreement, in each case subject to the materiality standards contained in the Purchase Agreement. Termination The Purchase Agreement may be terminated at any time prior to the Closing upon the parties’ mutual written consent and in certain other circumstances, including, (i) by LF LLC or the Company if the Stockholder Approval is not obtained, (ii) by LF LLC if the board of directors of the Company has withdrawn, amended, qualified or modified its recommendation to the Company’s stockholders, (iii) by LF LLC if the cash balance at GNOG LLC immediately following the Closing would be less than $80.0 million, (iv) by LF LLC if there exists a deficiency under Nasdaq Listing Rule 5620(a) after December 31, 2020, or any other deficiency which causes a de-listing from Nasdaq to the Company prior to Closing (a “Listing Deficiency”), or (v) by LF LLC or the Company if the Closing has not occurred by January 30, 2021 and the delay is not due to the material breach of the Purchase Agreement by the party seeking termination. None of the parties to the Purchase Agreement is required to pay a termination fee; provided, however, that the Company may be required to reimburse GNOG for any and all expenses, including reasonable attorney’s fees, in the event that the Company (i) fails to obtain the Stockholder Approval or (ii) fails to cure any Listing Deficiency. Other Agreements The Purchase Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following: Tax Receivable Agreement Concurrently with Closing, the Company and LF LLC will enter into the tax receivable agreement (the “Tax Receivable Agreement”). Subject to certain terms and conditions, the Tax Receivable Agreement will provide for payment by New GNOG to LF LLC in respect of 85% of the U.S. federal, state and local income tax savings allocable to New GNOG from Landcadia HoldCo and arising from certain transactions, including (a) certain transactions contemplated under the Purchase Agreement and (b) the exchange of LF LLC’s HoldCo Class B Units for New GNOG Class A common stock, as determined on a “with and without” basis, and for an early termination payment by New GNOG to LF LLC in the event of a termination with a majority vote of disinterested directors, a material breach of a material obligation, or a change of control, subject to certain limitations, including in connection with available cash flow and financing facilities. Assuming no redemption of the public shares and no exchange of LF LLC’s HoldCo Class B Units pursuant the A&R HoldCo LLC Agreement, the estimated TRA liability is $22.2 million, subject to adjustment as provided in the Tax Receivable Agreement. Assuming the maximum redemption of the public shares and no exchange of LF LLC’s HoldCo Class B Units pursuant the A&R HoldCo LLC Agreement, the estimated TRA liability is $21.8 million, subject to adjustment as provided in the Tax Receivable Agreement. Payments for such TRA liabilities will, subject to certain limitations, including in connection with available cash flow and financing facilities, be made annually in cash and are expected to be funded with tax distributions from Landcadia HoldCo. The Tax Receivable Agreement payments will commence in the year following New GNOG’s ability to realize tax savings provided through the transaction and, at this time, are expected to commence in 2025 (with respect to taxable periods ending in 2024). The amount and timing of such Tax Receivable Agreement payments may vary based upon a number of factors. The Tax Receivable Agreement also provides for an accelerated lump sum payment on the occurrence of certain events, including in the event of a change of control. Based upon certain assumptions, it is estimated that such early termination payment could range from $284.6 million, assuming no redemption of the public shares, to $287.0 million, assuming the maximum redemption of the public shares. It is anticipated that such early termination payments may be made from the proceeds of such change of control transaction; however, New GNOG may be required to fund such early termination payments from other sources and there can be no assurances that New GNOG will be able to finance such obligations in a manner that does not adversely affect its working capital or financial condition. Amended and Restated HoldCo LLC Agreement At the Closing, the Company, Landcadia HoldCo and LF LLC will enter into the A&R HoldCo LLC Agreement, which will provide, among other things, beginning 180 days after the Closing, each holder of HoldCo Class B Units will be entitled to cause Landcadia HoldCo to exchange all or a portion of its HoldCo Class B Units (upon the surrender of a corresponding number of shares of New GNOG Class B common stock) for either one share of New GNOG Class A common stock or, or at the election of New GNOG, in its capacity as the managing member of Landcadia HoldCo, the cash equivalent of the market value of one share of New GNOG Class A common stock. In addition, the A&R HoldCo LLC Agreement provides for additional issuances of HoldCo Class B Units and the equivalent number of shares of New GNOG Class B common stock to LF LLC in consideration of payments to be made by LF LLC to GNOG LLC pursuant to the terms of the Second A&R Intercompany Note. The additional HoldCo LLC Class B Units will be issued at the average of the volume weighted closing price for each of the ten consecutive full trading days ending on and including the last full trading date immediately prior to the due date of such payment. Amendment to Insider Letter At the Closing, certain insiders of the Company, including the Sponsors, and certain of the Company’s directors, will enter into an amendment (the “Lock Up Amendment”) to a letter agreement entered into on May 6, 2019 in connection with the Company’s initial public offering (the “Letter Agreement”), which adds an additional acceleration event to the lock-up period contemplated under the Letter Agreement based on a target price of $15.00 per share of New GNOG Class A common stock following a period of 60 days after the Closing. The Letter Agreement and the Lock Up Period thereunder does not apply to the HoldCo Class B Units or shares of New GNOG Class B common stock to be received by LF LLC pursuant to the Purchase Agreement. Amended and Restated Registration Rights Agreement At the Closing, New GNOG, the sponsors, Tilman Fertitta and certain of his affiliates will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), which will amend and restate the existing registration rights agreement to include shares of New GNOG Class A common stock issuable pursuant to the Purchase Agreement and the A&R HoldCo LLC Agreement. Sponsor Forfeiture and Call-Option Agreement In connection with the execution of the Purchase Agreement, on June 28, 2020, the Company and JFG Sponsor entered into an agreement (the “Sponsor Forfeiture and Call-Option Agreement”), pursuant to which, as of and contingent upon the Closing, JFG Sponsor will forfeit two thirds (or 2,543,750) of its founder shares. In addition, following and contingent upon the Closing, JFG Sponsor granted to New GNOG an option to repurchase any of the private placement warrants held by JFG Sponsor, to the extent that JFG Sponsor wishes to exercise or sell such warrants, subject to certain terms and conditions set forth in the Sponsor Forfeiture and Call-Option Agreement. First A&R Intercompany Note On or after the date of the GNOG Conversion and prior to the Closing, LF LLC and GNOG LLC will amend and restate the Original Intercompany Note to provide for future automatic dollar-for-dollar reductions of the principal amounts outstanding thereunder to reflect any further reductions of the principal amount outstanding under the Credit Agreement. Second A&R Intercompany Note Concurrently with the Closing, LF LLC and GNOG LLC will amend and restate the First A&R Intercompany Note to provide for, among other things, (a) a reduction in the principal amount outstanding under the First A&R Intercompany Note by $150.0 million, which reduction will occur at Closing through a non-cash distribution of capital to LF LLC, and (b) a reduction in the amounts payable thereunder to 6% annually on the outstanding balance from day to day thereunder; provided, that LF LLC and GNOG LLC will not agree to any material deviations to the forms of First A&R Intercompany Note or Second A&R Intercompany Note (as compared to the forms previously reviewed by the Company on or prior to the date of the Purchase Agreement) without prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). |
Income Taxes_2
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | 6. INCOME TAXES The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 with an effective date of January 1, 2018. The Tax Act lowered the federal statutory tax rate from 35% to 21% effective January 1, 2018. The enactment date occurred prior to the end of 2017 and therefore the federal statutory tax rate changes stipulated by the Tax Act were reflected in the prior year. Our deferred tax position is a net asset, and as a result, the reduction in the federal statutory tax rate resulted in a non-cash adjustment to our net deferred tax balance of $0.7 million with a corresponding decrease to the provision for income taxes in the fourth quarter of 2018. An analysis of the provision (benefit) for income taxes for continuing operations for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current income taxes $ 6,225 $ 4,873 Deferred income tax benefit (265) (165) Provision for income taxes $ 5,960 $ 4,708 Our effective tax rate, for the years ended December 31, 2019 and 2018, differs from the federal statutory rate as follows: 2019 2018 Statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 12.8 % 18.7 % 33.8 % 39.7 % Deferred income tax assets and liabilities as of December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Deferred tax assets: Accruals and other $ 2,428 $ 2,721 2,428 2,721 Deferred tax liabilities – property and other (58) (81) Net deferred tax asset $ 2,370 $ 2,640 As of December 31, 2019, we had approximately $0.5 million of unrecognized tax liability, including $0.5 million of interest, which represents the amount of unrecognized tax liability that, if recognized, would unfavorably effect our income tax rate in future periods. There were no material changes in unrecognized benefits for the year ended December 31, 2019. Based on the current status of examinations, it is not possible to estimate the future impact, if any, to uncertain tax positions recorded at December 31, 2019. Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2019 2018 Balance at beginning of year $ 329 $ 198 Additions based on tax positions related to the current year 131 131 Balance at end of year $ 460 $ 329 We are subject to income taxes in U.S. federal and state jurisdictions. We have concluded all U.S. federal income tax matters for years through 2015. There are no material federal or current state audits. All material state and local income tax matters have been concluded for years through 2014. |
Landcadia Holdings II, Inc | |
Income Taxes | 7. Income Taxes A reconciliation of the income tax expense (benefit) is as follows: Year ended December 31, 2019 2018 2017 Current income taxes $ 664,486 $ — $ — Deferred income taxes — — — Total expense (benefit) $ 664,486 $ — $ — Change in valuation allowance — — — Income tax expense (benefit) $ 664,486 $ — $ — The Company’s deferred tax assets are as follows: Year ended December 31, 2019 2018 Deferred tax asset: Net operating loss carryforward $ — $ — Total deferred tax asset $ — $ — Valuation allowance — — Deferred tax asset, net of current allowance $ — $ — A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2019 2018 2017 Statutory rate 21.0 % 21.0 % 34.4 % Other 0.0 % 0.0 % 0.0 % Total 21.0 % 21.0 % 34.4 % |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Landcadia Holdings II, Inc | |
Selected Quarterly Financial Data (unaudited) | 8. Selected Quarterly Financial Data (unaudited) Quarterly financial data is as follows: 2019 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ 20,974 $ 102,584 $ 115,683 $ 248,051 Net income (loss) $ (20,974) $ 842,508 $ 1,181,113 $ 497,086 Basic and diluted earnings (loss) available to common shares $ — $ (0.01) $ (0.01) $ — 2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. | |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
Landcadia Holdings II, Inc | ||
Basis of Presentation | Principals of Consolidation and Basis of Presentation Our consolidated financial statements include the accounts of Landcadia Holdings II, Inc. and all subsidiaries in which we hold a controlling financial interest. These unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Form 10‑K filed with the SEC on March 27, 2020. | Basis of Presentation The accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Cash and Cash equivalents | Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. | Cash and Cash equivalents The Company considers cash equivalents to be all short-term investments with an original maturity of three months or less when purchased. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts with a financial institution which may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB") Topic 5A-"Expenses of Offering." Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. | Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering.” Offering costs of approximately $700,000 consisted of costs incurred for legal, accounting, and other costs incurred in connection with the formation and preparation of the Public Offering. These costs, together with $17,393,750 in underwriting commissions, were charged to additional paid-in capital upon the closing of the Public Offering. |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $160,912 and $289,830 as of September 30, 2020 and December 31, 2019, respectively. Accounts payable and accrued liabilities on September 30, 2020 primarily consist of Delaware franchise tax expenses and other general and administrative costs. | Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities were $289,830 as of December 31, 2019, and primarily consist of Delaware franchise tax expenses for 2019 and costs incurred for the formation and preparation of the Public Offering with corresponding amounts charged to Offering costs. |
Loss Per Common Share | Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the three and nine months ended September 30, 2020. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the three and nine months ending September 30, 2020 and 2019, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. In accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3. A reconciliation of net loss per common share as adjusted for the portion of income that is attributable to common stock subject to redemption is as follows: Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) | Loss Per Common Share Basic loss per common share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period. All shares of Class B common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Consistent with FASB ASC 480, shares of Class A common stock subject to possible redemption, as well as their pro rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of loss per common share for the years ended December 31, 2019, 2018 and 2017. Such shares, if redeemed, only participate in their pro rata share of trust earnings, see Note 3. Diluted loss per share includes the incremental number of shares of common stock to be issued in connection with the conversion of Class B common stock or to settle warrants, as calculated using the treasury stock method. For the years ended December 31, 2019, 2018 and 2017, the Company did not have any dilutive warrants, securities or other contracts that could, potentially, be exercised or converted into common stock. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. Further, in accordance with FASB ASC 260, the loss per share calculation reflects the effect of the stock splits as discussed in Note 3 for all periods presented. See Note 6 for further information. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of September 30, 2020 and December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for years after 2015. On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") into law. The Cares Act includes several significant business tax provisions that, among other things, eliminates the taxable income limit for certain net operating losses ("NOL") and allows businesses to carryback NOLs arising in 2018, 2019, and 2020 to the five prior years; suspends the excess business loss rules; accelerates refunds of previously generated corporate alternative minimum tax credits; adjusts business interest limitations under IRC section 163(j) from 30% to 50%; and addresses other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company is still evaluating the impact, if any, of the CARES Act on its financial position, results of operations and cash flows. The effective tax rate was 21.0% for all periods presented. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019, 2018 and 2017. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019, 2018 and 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by Federal and State taxing authorities for years after 2015. On December 22, 2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of the Tax Reform, the U.S. statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. The Company converted to a corporation in February 2019, therefore this Tax Reform has no effect on the Company’s financial statements. See Note 7 for further information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Schedule of Net loss per common share | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) | A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2019 2018 2017 Numerator: Net income - basic and diluted $ 2,499,733 $ — $ — Less: Income attributable to common stock subject to possible redemption (2,677,465) — — Net loss available to common shares $ (177,732) $ — $ — Demoninator: Weighted average number of shares - basic 8,032,273 3,317,875 3,317,875 Warrants — — — Weighted average number of shares - diluted 8,032,273 3,317,875 3,317,875 Basic and diluted loss available to common shares $ (0.02) $ — $ — |
Loss Per Common Share (Tables_2
Loss Per Common Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Landcadia Holdings II, Inc | ||
Schedule of reconciliation of numerators and denominators for basic and diluted per common share amounts | Three months ended Nine months ended September 30, September 30, 2020 2019 2020 2019 Numerator: Net income (loss) - basic and diluted $ (240,403) $ 1,181,113 $ 570,078 $ 2,002,647 Less: Income attributable to common stock subject to possible redemption (78,007) (1,237,769) (1,215,403) (2,139,843) Net loss available to common shares $ (318,410) $ (56,656) $ (645,325) $ (137,196) Denominator: Weighted average number of shares - basic 9,392,586 9,341,939 9,371,540 7,589,177 Warrants — — — — Weighted average number of shares - diluted 9,392,586 9,341,939 9,371,540 7,589,177 Basic and diluted loss available to common shares $ (0.03) $ (0.01) $ (0.07) $ (0.02) | A reconciliation of the numerators and denominators for the basic and diluted per common share amounts is as follows: Year ended December 31, 2019 2018 2017 Numerator: Net income - basic and diluted $ 2,499,733 $ — $ — Less: Income attributable to common stock subject to possible redemption (2,677,465) — — Net loss available to common shares $ (177,732) $ — $ — Demoninator: Weighted average number of shares - basic 8,032,273 3,317,875 3,317,875 Warrants — — — Weighted average number of shares - diluted 8,032,273 3,317,875 3,317,875 Basic and diluted loss available to common shares $ (0.02) $ — $ — |
Income Taxes (Tables)_2
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of reconciliation of income tax expense (benefit) | An analysis of the provision (benefit) for income taxes for continuing operations for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current income taxes $ 6,225 $ 4,873 Deferred income tax benefit (265) (165) Provision for income taxes $ 5,960 $ 4,708 |
Schedule of deferred tax assets | Deferred income tax assets and liabilities as of December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Deferred tax assets: Accruals and other $ 2,428 $ 2,721 2,428 2,721 Deferred tax liabilities – property and other (58) (81) Net deferred tax asset $ 2,370 $ 2,640 |
Schedule of reconciliation of federal income tax rate to Company's effective tax rate | 2019 2018 Statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 12.8 % 18.7 % 33.8 % 39.7 % |
Landcadia Holdings II, Inc | |
Schedule of reconciliation of income tax expense (benefit) | Year ended December 31, 2019 2018 2017 Current income taxes $ 664,486 $ — $ — Deferred income taxes — — — Total expense (benefit) $ 664,486 $ — $ — Change in valuation allowance — — — Income tax expense (benefit) $ 664,486 $ — $ — |
Schedule of deferred tax assets | Year ended December 31, 2019 2018 Deferred tax asset: Net operating loss carryforward $ — $ — Total deferred tax asset $ — $ — Valuation allowance — — Deferred tax asset, net of current allowance $ — $ — |
Schedule of reconciliation of federal income tax rate to Company's effective tax rate | Year ended December 31, 2019 2018 2017 Statutory rate 21.0 % 21.0 % 34.4 % Other 0.0 % 0.0 % 0.0 % Total 21.0 % 21.0 % 34.4 % |
Selected Quarterly Financial _5
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Landcadia Holdings II, Inc | |
Schedule of selected quarterly financial data (unaudited) | 2019 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ 20,974 $ 102,584 $ 115,683 $ 248,051 Net income (loss) $ (20,974) $ 842,508 $ 1,181,113 $ 497,086 Basic and diluted earnings (loss) available to common shares $ — $ (0.01) $ (0.01) $ — 2018 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — 2017 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ — $ — $ — $ — Net income (loss) $ — $ — $ — $ — Basic and diluted earnings (loss) available to common shares $ — $ — $ — $ — |
Nature of Business (Details)_2
Nature of Business (Details) - USD ($) | May 09, 2019 | May 09, 2019 | Mar. 13, 2019 | Mar. 13, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Nature Of Business [Line Items] | |||||||||||
Price per unit | $ 10 | $ 10 | |||||||||
Warrant exercise price | 11.50 | 11.50 | |||||||||
Tax expense | $ (1,376,000) | $ 1,345,000 | $ 914,000 | $ 4,435,000 | $ 5,960,000 | $ 4,708,000 | |||||
Percentage refers to fair market value of business transaction | 80.00% | ||||||||||
Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Price per unit | 10 | 10 | |||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||
Tax expense | $ (63,905) | $ 323,953 | 151,540 | $ 542,335 | $ 664,486 | $ 0 | $ 0 | ||||
Federal income tax expense | $ 684,815 | ||||||||||
Percentage refers to fair market value of business transaction | 80.00% | ||||||||||
Percentage of outstanding voting securities | 50.00% | 50.00% | 50.00% | ||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||
Percentage refers to redemption of shares if no business combination occurs | 15.00% | ||||||||||
Withdrawal of interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||||
Public Offering | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Number of units issued | shares | 31,625,000 | ||||||||||
Public Offering | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from sale of stock | $ 316,250,000 | $ 316,250,000 | |||||||||
Number of units issued | shares | 31,625,000 | ||||||||||
Public Offering | Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from sale of stock | $ 316,250,000 | ||||||||||
Number of units issued | shares | 31,625,000 | 31,625,000 | 31,625,000 | ||||||||
Percentage of public shares redeemed | 100.00% | 100.00% | |||||||||
Private placement | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||
Private placement | Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||
Over-allotment option | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Number of units issued | shares | 4,125,000 | ||||||||||
Price per unit | $ 10 | 10 | |||||||||
Over-allotment option | Landcadia Holdings II, Inc | |||||||||||
Nature Of Business [Line Items] | |||||||||||
Number of units issued | shares | 4,125,000 | ||||||||||
Price per unit | $ 10 | $ 10 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||||
Unrecognized tax benefits | $ 460,000 | $ 329,000 | $ 198,000 | ||||
U.S. statutory tax rate | 21.00% | 21.00% | 35.00% | ||||
Effective tax rate | 33.80% | 39.70% | |||||
Landcadia Holdings II, Inc | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 | $ 250,000 | |||||
Offering Costs | 700,000 | 700,000 | |||||
Under writers Commissions | 17,393,750 | 17,393,750 | |||||
Accounts payable and accrued liabilities | $ 160,912 | 160,912 | 289,830 | $ 0 | |||
Unrecognized tax benefits | 0 | 0 | 0 | $ 0 | $ 0 | ||
Unrecognized tax benefits, accrued interest and penalties | $ 0 | $ 0 | $ 0 | ||||
U.S. statutory tax rate | 21.00% | 21.00% | 34.40% | ||||
Effective tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 34.40% |
Earliest tax year | Landcadia Holdings II, Inc | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
U.S. statutory tax rate | 35.00% | ||||||
Latest tax year | Landcadia Holdings II, Inc | |||||||
Operating Loss Carryforwards [Line Items] | |||||||
U.S. statutory tax rate | 21.00% | 21.00% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | $ (1,774,000) | $ 2,902,000 | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||||||
Landcadia Holdings II, Inc | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | 1,181,113 | $ 842,508 | $ (20,974) | 570,078 | 2,002,647 | 2,499,733 | $ 0 | $ 0 |
Less: Income attributable to common stock subject to possible redemption | (78,007) | (1,237,769) | (1,215,403) | (2,139,843) | (2,677,465) | |||||||
Net loss available to common shares | $ (318,410) | $ (56,656) | $ (645,325) | $ (137,196) | $ (177,732) | |||||||
Denominator: | ||||||||||||
Weighted average number of shares - basic | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Warrants | 0 | 0 | 0 | 0 | ||||||||
Weighted average number of shares - diluted | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Basic and diluted loss available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
Stockholder's Equity (Details_2
Stockholder's Equity (Details) - USD ($) | May 09, 2019 | May 06, 2019 | Mar. 13, 2019 | Feb. 14, 2019 | Feb. 04, 2019 | Dec. 31, 2015 | Jun. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||||||
Capital shares authorized | 221,000,000 | ||||||||||
Common stock authorized | 2,500 | 2,500 | 2,500 | ||||||||
Common stock par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||||||
Preferred stock authorized | 1,000,000 | ||||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||||||
Stock split description of founders shares | 1:1.10 | 1:1.25 | 1:2,775 | ||||||||
Common stock issued | 100 | 100 | 100 | ||||||||
Common stock outstanding | 100 | 100 | 100 | 100 | |||||||
Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 1,000 | ||||||||||
Percentage of issued and outstanding shares | 100.00% | ||||||||||
Common shares issued | $ 1,000 | $ 316,250,000 | $ (316,250,000) | ||||||||
Capital shares authorized | 221,000,000 | ||||||||||
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock split description of founders shares | 1:1.10 | 1:1.25 | 1:2,775 | ||||||||
Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | |||||||||
Founders shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value (in dollars per share) | $ 0.001 | ||||||||||
Common stock issued | 7,906,250 | ||||||||||
Common stock outstanding | 7,906,250 | ||||||||||
Invested capital | $ 11,000 | ||||||||||
Founders shares | Fertitta Entertainment Inc [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 2,975,000 | ||||||||||
Common shares issued | $ 10,000 | ||||||||||
Founders shares | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares | 2,975,000 | ||||||||||
Common shares issued | $ 10,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.001 | ||||||||||
Common stock issued | 7,906,250 | ||||||||||
Common stock outstanding | 7,906,250 | ||||||||||
Invested capital | $ 11,000 | ||||||||||
Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of units issued | shares | 31,625,000 | ||||||||||
Public Offering | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of units issued | shares | 31,625,000 | 31,625,000 | 31,625,000 | ||||||||
Class A common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 200,000,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Class A common stock | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common stock issued | 1,507,526 | 1,443,549 | |||||||||
Common stock outstanding | 1,507,526 | 1,443,549 | |||||||||
Redeemable shares issued (in shares) | 30,117,474 | 30,181,451 | |||||||||
Class A common stock | Founders shares | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of issued and outstanding shares | 20.00% | ||||||||||
Class B common stock | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock issued | 7,906,250 | 7,906,250 | 3,815,625 | ||||||||
Common stock outstanding | 7,906,250 | 7,906,250 | 3,815,625 | ||||||||
Class B common stock | Founders shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock authorized | 20,000,000 | ||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||||||
Class B common stock | Founders shares | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||||||
Redeemable Shares Temporary Equity [Member] | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redeemable shares issued (in shares) | 30,117,474 | 30,181,451 | |||||||||
Redeemable Shares Temporary Equity [Member] | Public Offering | Landcadia Holdings II, Inc | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redeemable shares issued (in shares) | 31,625,000 | 31,625,000 |
Proposed Public Offering - Fina
Proposed Public Offering - Financing (Details) - Landcadia Holdings II, Inc - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Subsidiary or Equity Method Investee [Line Items] | |||||
Proceeds from public offering | $ 0 | $ 316,250,000 | $ 316,250,000 | $ 0 | $ 0 |
Proceeds from sale of private placement warrants | $ 0 | $ 8,825,000 | $ 8,825,000 | $ 0 | $ 0 |
Public Offering (Details)_2
Public Offering (Details) | May 09, 2019USD ($)$ / sharesshares | May 09, 2019USD ($)$ / shares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Feb. 14, 2019$ / shares | Feb. 04, 2019$ / shares | Dec. 31, 2018$ / shares |
Subsidiary or Equity Method Investee [Line Items] | |||||||
Price per unit | $ 10 | $ 10 | |||||
Common stock par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||||
Warrant Convertible Ratio | 0.33 | ||||||
Warrant exercise price | $ 11.50 | 11.50 | |||||
Warrant exercisable term, after the completion of the Business Combination | 30 days | ||||||
Warrant exercisable term, from the closing of the public offering | 12 months | ||||||
Redemption price per warrant | $ 0.01 | $ 0.01 | |||||
Underwriting discount | $ | $ 6,325,000 | ||||||
Underwriting discount per unit | 0.20 | ||||||
Additional fee deferred discount | $ | $ 11,068,750 | ||||||
Additional fee deferred discount per unit | 0.35 | ||||||
Landcadia Holdings II, Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Price per unit | $ 10 | $ 10 | |||||
Warrant Convertible Ratio | 0.33 | ||||||
Warrant exercise price | $ 11.50 | 11.50 | |||||
Warrant exercisable term, after the completion of the Business Combination | 30 days | ||||||
Warrant exercisable term, from the closing of the public offering | 12 months | ||||||
Redemption price per warrant | $ 0.01 | 0.01 | |||||
Underwriting discount | $ | $ 6,325,000 | ||||||
Underwriting discount per unit | 0.20 | ||||||
Additional fee deferred discount | $ | $ 11,068,750 | ||||||
Additional fee deferred discount per unit | 0.35 | ||||||
Class A common stock | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock par value (in dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | ||||
Class A common stock | Landcadia Holdings II, Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Common stock par value (in dollars per share) | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||
Public Offering | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units issued | shares | shares | 31,625,000 | ||||||
Warrants redemption description | the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days' prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. | ||||||
Public Offering | Landcadia Holdings II, Inc | |||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||
Number of units issued | shares | shares | 31,625,000 | 31,625,000 | 31,625,000 | ||||
Warrants redemption description | the Company may call the warrants for redemption: (i) in whole and not in part; (ii) at a price of $0.01 per warrant; (iii) upon not less than 30 days' prior written notice of redemption to each warrant holder; and (iv) if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 value per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. |
Proposed Public Offering - Trus
Proposed Public Offering - Trust Account (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Interest expense net | $ 11,311,000 | $ 2,000 | $ 19,077,000 | $ 5,000 | $ 6,000 | $ 8,000 |
Landcadia Holdings II, Inc | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Withdrawal of interest to pay taxes obligations | 100,000 | 100,000 | ||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 |
Proposed Public Offering - Foun
Proposed Public Offering - Founders Shares (Details) - Landcadia Holdings II, Inc | 1 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2019 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage Of Issued And Outstanding Shares | 100.00% | |
Class A common stock | Founders shares | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Percentage Of Issued And Outstanding Shares | 20.00% |
Proposed Public Offering - Spon
Proposed Public Offering - Sponsor Warrants (Details) | May 09, 2019$ / shares |
Subsidiary or Equity Method Investee [Line Items] | |
Warrant exercise price | $ 11.50 |
Landcadia Holdings II, Inc | |
Subsidiary or Equity Method Investee [Line Items] | |
Warrant exercise price | 11.50 |
Class A common stock | Landcadia Holdings II, Inc | |
Subsidiary or Equity Method Investee [Line Items] | |
Warrant exercise price | $ 11.50 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) | Jun. 28, 2020 | Jun. 12, 2020 | Jun. 12, 2019 | May 14, 2019 | May 09, 2019 | May 09, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Feb. 14, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||||||||
Threshold closing price of common stock | $ 15 | ||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||
Restriction to transfer sponsor warrants | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. | ||||||||||||
Maximum amount of unsecured promissory note outstanding form sponsors | $ 300,000 | ||||||||||||
Income taxes payable | $ 29,000 | $ 29,000 | $ 74,000 | $ 128,000 | |||||||||
Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Restriction to transfer founders shares | The Sponsor Warrants (including the Class A common stock issuable upon exercise of the Sponsor Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and they are non-redeemable so long as they are held by the initial purchasers of the Sponsor Warrants or their permitted transferees. | ||||||||||||
Warrant exercise price | $ 11.50 | $ 11.50 | |||||||||||
Sponsor indemnification description | The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. | The Sponsors have agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share or (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. | |||||||||||
Maximum amount of unsecured promissory note outstanding form sponsors | $ 300,000 | ||||||||||||
Maximum amount of loan convertible in to warrants | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||
Warrant exercise price for conversion of loan | $ 1.50 | $ 1.50 | |||||||||||
Public Offering | Continental Stock Transfer & Trust Company (the "Trust Account") | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from sale of stock | $ 316,250,000 | $ 316,250,000 | |||||||||||
Public Offering | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from sale of stock | $ 316,250,000 | ||||||||||||
Private placement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||||
Private placement | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Aggregate sponsor warrants | 5,883,333 | 5,883,333 | |||||||||||
Warrant exercise price | $ 1.50 | $ 1.50 | |||||||||||
Proceeds from warrants outstanding | $ 8,825,000 | $ 8,825,000 | |||||||||||
Founders shares | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of share issued for each founder share | one-for-one basis | one-for-one basis | |||||||||||
Threshold closing price of common stock | $ 12 | $ 12 | |||||||||||
Threshold trading days for conversion of founders Shares | 20 days | 20 days | |||||||||||
Restriction to transfer founders shares | The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "Lock Up Period"). | The holders of the Founders Shares have agreed not to transfer, assign or sell any of their Founders Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "Lock Up Period"). | |||||||||||
Founders shares | Landcadia Holdings II, Inc | Initial stockholders | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership percentage of initial stockholders | 20.00% | 20.00% | 20.00% | ||||||||||
Founders shares | Landcadia Holdings II, Inc | Jefferies LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership percentage of initial stockholders | 48.30% | 48.30% | 48.30% | ||||||||||
Fertitta Entertainment Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of sponsor warrants assigned and transferred | 2,941,667 | ||||||||||||
Value of warrants assigned and transferred | $ 4,412,500 | ||||||||||||
Fertitta Entertainment Inc [Member] | Tilman J. Fertitta | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of founders shares assigned and transferred | 4,090,625 | ||||||||||||
Value of founders shares assigned and transferred | $ 10,000 | ||||||||||||
Fertitta Entertainment Inc [Member] | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of sponsor warrants assigned and transferred | 2,941,667 | ||||||||||||
Value of warrants assigned and transferred | $ 4,412,500 | ||||||||||||
Fertitta Entertainment Inc [Member] | Landcadia Holdings II, Inc | Tilman J. Fertitta | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of founders shares assigned and transferred | 4,090,625 | ||||||||||||
Value of warrants assigned and transferred | $ 10,000 | ||||||||||||
Fertitta Entertainment Inc [Member] | Administrative services agreement | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Per month payment for office space, utilities and secretarial and administrative support | $ 10,000 | $ 10,000 | |||||||||||
Administrative services fees | $ 110,000 | ||||||||||||
Administrative services fees | $ 30,000 | $ 30,000 | $ 90,000 | $ 80,000 | |||||||||
Jefferies Financial Group Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Repayments of unsecured promissory notes | $ 83,470 | ||||||||||||
Jefferies Financial Group Inc [Member] | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Income taxes payable | $ 83,470 | ||||||||||||
Sponsor [Member] | Landcadia Holdings II, Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Threshold closing price of common stock | $ 15 | ||||||||||||
Threshold trading days for conversion of founders Shares | 60 days |
Loss Per Common Share (Detail_2
Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | $ (1,774,000) | $ 2,902,000 | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||||||
Landcadia Holdings II, Inc | ||||||||||||
Numerator: | ||||||||||||
Net income (loss) - basic and diluted | (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | 1,181,113 | $ 842,508 | $ (20,974) | 570,078 | 2,002,647 | 2,499,733 | $ 0 | $ 0 |
Less: Income attributable to common stock subject to possible redemption | (78,007) | (1,237,769) | (1,215,403) | (2,139,843) | (2,677,465) | |||||||
Net loss available to common shares | $ (318,410) | $ (56,656) | $ (645,325) | $ (137,196) | $ (177,732) | |||||||
Denominator: | ||||||||||||
Weighted average number of shares - basic | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Warrants | 0 | 0 | 0 | 0 | ||||||||
Weighted average number of shares - diluted | 9,392,586 | 9,341,939 | 9,371,540 | 7,589,177 | 8,032,273 | 3,317,875 | 3,317,875 | |||||
Basic and diluted loss available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
Purchase Agreement - Structur_2
Purchase Agreement - Structure; Consideration to be Paid in the Transaction (Details) $ / shares in Units, $ in Millions | Jun. 28, 2020USD ($)Vote$ / sharesshares | Sep. 30, 2020$ / shares | Dec. 31, 2019$ / shares | May 09, 2019$ / shares | Feb. 14, 2019$ / shares | Feb. 04, 2019$ / shares | Dec. 31, 2018$ / shares |
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | ||||
Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Landcadia Holdings II, Inc | Class B common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | 0.0001 | 0.0001 | $ 0.0001 | ||||
Landcadia Holdings II, Inc | Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
LF LLC | Landcadia HoldCo | Class A common stock | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value | $ 0.0001 | ||||||
GnogHoldingsLlcMember | LF LLC | Landcadia HoldCo | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ | $ 30 | ||||||
Repayment representing one half of the existing principal amount under an existing credit agreement | $ | 150 | ||||||
Fees and expenses | $ | 24 | ||||||
Debt owed | $ | 300 | ||||||
Amount of cash hold | $ | $ 80 | ||||||
GnogHoldingsLlcMember | LF LLC | Landcadia HoldCo | Class B common stock | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | shares | 31,350,625 | ||||||
GnogHoldingsLlcMember | LF LLC | Landcadia HoldCo | Class B membership interests | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued | shares | 31,350,625 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Number of votes per share | Vote | 10 |
Loss Per Common Share - Addit_2
Loss Per Common Share - Additional information (Details) - Landcadia Holdings II, Inc - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive securities excluded from computation of earnings per share | |||
Common stock conversion ratio from Class B to Class A | 1 | ||
Class A common stock | |||
Antidilutive securities excluded from computation of earnings per share | |||
Common stock subject to possible redemption have been excluded from the calculation of earnings per share | 497,750 | 497,750 |
Purchase Agreement - Transact_2
Purchase Agreement - Transaction (Details) - $ / shares | Jun. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | May 09, 2019 | Feb. 14, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |||
Class A common stock | ||||||
Business Acquisition [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
LF LLC | Class B membership interests | ||||||
Business Acquisition [Line Items] | ||||||
Number of common stock cancellation for each unit exchanged | 1 | |||||
Landcadia HoldCo | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest | 54.10% | |||||
Landcadia HoldCo | LF LLC | ||||||
Business Acquisition [Line Items] | ||||||
Ownership interest | 45.90% | |||||
Landcadia HoldCo | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of maximum number of redemptions of public shares | 53.20% | |||||
Landcadia HoldCo | LF LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of maximum number of redemptions of public shares | 46.80% | |||||
Landcadia HoldCo | LF LLC | ||||||
Business Acquisition [Line Items] | ||||||
Threshold period from the closing, the units held may be exchanged for shares of common stock | 180 days | |||||
Landcadia HoldCo | LF LLC | Class A common stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of units redeemable per share | 1 | |||||
Common stock, par value | $ 0.0001 |
Purchase Agreement - Terminat_2
Purchase Agreement - Termination and other agreements (Details) $ / shares in Units, $ in Millions | Jun. 28, 2020USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Threshold period from the closing, the amendment to insider letter will be made | 60 days |
Threshold closing price of common stock | $ / shares | $ 15 |
Reduction in the principal amount outstanding under the First A&R Intercompany | $ 150 |
Percentage of reduction in the amounts payable | shares | 6 |
Jfg Sponsor [Member] | |
Business Acquisition [Line Items] | |
Percentage of shares forfeited | 66.67% |
Number of shares forfeited | shares | 2,543,750 |
LF LLC | |
Business Acquisition [Line Items] | |
Threshold cash balance immediately following the closing of transaction | $ 80 |
Tax receivable agreement, percentage of U.S. federal income tax savings | 85.00% |
Estimated TRA liability when no redemption of the public shares and no exchange of LF LLC's HoldCo Class B Units | $ 22.2 |
Estimated TRA liability when maximum redemption of the public shares and no exchange of LF LLC's HoldCo Class B Units | 21.8 |
Estimated termination payment when no redemption of the public shares | 284.6 |
Estimated early termination payment when maximum redemption of the public shares | $ 287 |
LF LLC | Landcadia HoldCo | |
Business Acquisition [Line Items] | |
Threshold period from the closing, the units held may be exchanged for shares of common stock | 180 days |
LF LLC | Class B membership interests | |
Business Acquisition [Line Items] | |
Number of common stock cancellation for each unit exchanged | shares | 1 |
Income Taxes - Income tax exp_2
Income Taxes - Income tax expense (benefit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of income tax expense (benefit) | |||||||
Current income taxes | $ 6,225,000 | $ 4,873,000 | |||||
Deferred income taxes | $ (2,872,000) | $ 262,000 | 269,000 | 655,000 | |||
Income Tax Expense (Benefit), Total | $ (1,376,000) | $ 1,345,000 | 914,000 | 4,435,000 | 5,960,000 | 4,708,000 | |
Landcadia Holdings II, Inc | |||||||
Reconciliation of income tax expense (benefit) | |||||||
Current income taxes | 664,486 | ||||||
Total expense (benefit) | 664,486 | ||||||
Income Tax Expense (Benefit), Total | $ (63,905) | $ 323,953 | $ 151,540 | $ 542,335 | $ 664,486 | $ 0 | $ 0 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of income tax rate to effective tax rate (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statutory rate | 21.00% | 21.00% | 35.00% | ||||
State income tax, net of federal tax benefit | 12.80% | 18.70% | |||||
Total | 33.80% | 39.70% | |||||
Landcadia Holdings II, Inc | |||||||
Statutory rate | 21.00% | 21.00% | 34.40% | ||||
Other | 0.00% | 0.00% | 0.00% | ||||
Total | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 34.40% |
Selected Quarterly Financial _6
Selected Quarterly Financial Data (unaudited) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) | $ (1,774,000) | $ 2,902,000 | $ 2,514,000 | $ 8,477,000 | $ 11,671,000 | $ 7,159,000 | ||||||
Landcadia Holdings II, Inc | ||||||||||||
General and administrative expenses | 357,790 | $ 248,051 | 115,683 | $ 102,584 | $ 20,974 | 843,997 | 239,241 | 487,292 | 0 | $ 0 | ||
Net income (loss) | $ (240,403) | $ 60,131 | $ 750,351 | $ 497,086 | $ 1,181,113 | $ 842,508 | $ (20,974) | $ 570,078 | $ 2,002,647 | $ 2,499,733 | $ 0 | $ 0 |
Basic and diluted loss available to common shares | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
Schedule II Valuation of Qual_2
Schedule II Valuation of Qualifying Accounts (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Landcadia Holdings II, Inc | ||||||||
Earnings Per Share, Basic and Diluted | $ (0.03) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.02) | $ (0.02) | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,612 | $ 846 |
Restricted cash | 45,667 | 38,086 |
Accounts receivable - trade and other | 5,804 | 4,894 |
Interest receivable | 108 | |
Other current assets | 134 | 265 |
Total current assets | 55,325 | 44,091 |
PROPERTY AND EQUIPMENT, net | 606 | 720 |
DEFERRED TAX ASSETS | 5,242 | 2,370 |
OTHER ASSETS, net | 2,110 | 24 |
Total Assets | 63,283 | 47,205 |
CURRENT LIABILITIES: | ||
Accounts payable | 9,680 | 3,908 |
Accrued salary and payroll taxes | 3,289 | 1,976 |
Accrued gaming and related taxes | 16,074 | 13,697 |
Advances from parent | 11,602 | |
Interest payable | 108 | |
Income taxes payable | 2,660 | |
Deferred revenue | 3,322 | 2,113 |
Notes payable | 29 | 74 |
Customer deposits | 35,757 | 29,210 |
Total current liabilities | 82,521 | 50,978 |
LONG-TERM DEBT | 282,076 | 0 |
OTHER LIABILITIES | 6,480 | 4,612 |
Total Liabilities | 371,077 | 55,590 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDER'S DEFICIT: | ||
Common stock, $0.00 par value, 2,500 shares authorized, 100 shares issued and outstanding | 0 | |
Note receivable from Parent | (289,185) | |
Accumulated deficit | (18,609) | (8,385) |
Total Stockholders' equity | (307,794) | (8,385) |
Total liabilities and stockholders' equity | $ 63,283 | $ 47,205 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |
Common stock, shares authorized | 2,500 | 2,500 | 2,500 | |
Common stock, shares issued | 100 | 100 | 100 | |
Common stock, shares outstanding | 100 | 100 | 100 | 100 |
CONDENSED STATEMENTS OF INCOME
CONDENSED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES: | ||||
Total revenue | $ 25,928 | $ 13,470 | $ 68,091 | $ 39,855 |
COSTS AND EXPENSES: | ||||
Labor | (2,279) | (1,746) | (6,008) | (5,176) |
Gaming taxes | (4,747) | (2,471) | (12,843) | (7,178) |
Royalty and licenses fees | (3,092) | (1,486) | (7,627) | (4,121) |
Selling, general and administrative expense | 7,594 | 3,483 | 18,970 | 10,362 |
Depreciation and amortization | 55 | 35 | 138 | 101 |
Loss from operations | 8,161 | 4,249 | 22,505 | 12,917 |
OTHER EXPENSE: | ||||
Interest expense | 11,311 | 2 | 19,077 | 5 |
Total other expense | 11,311 | 2 | 19,077 | 5 |
Income (loss) before income taxes | (3,150) | 4,247 | 3,428 | 12,912 |
Provision for income taxes | (1,376) | 1,345 | 914 | 4,435 |
Net income (loss) | (1,774) | 2,902 | 2,514 | 8,477 |
Technology Service [Member] | ||||
REVENUES: | ||||
Total revenue | 22,938 | 11,460 | 59,890 | 34,331 |
Service, Other [Member] | ||||
REVENUES: | ||||
Total revenue | $ 2,990 | $ 2,010 | $ 8,201 | $ 5,524 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT - USD ($) $ in Thousands | Common Stock | Retained Earnings / (Accumulated Deficit) | Note Receivable From Parent | Total |
Balance at Dec. 31, 2017 | $ 0 | $ (8,043) | ||
Balance (in shares) at Dec. 31, 2017 | 100 | |||
Net income (loss) | $ 0 | 7,159 | $ 7,159 | |
Dividend to Parent | 0 | (8,396) | (8,400) | |
Balance at Dec. 31, 2018 | $ 0 | (9,280) | $ (9,280) | |
Balance (in shares) at Dec. 31, 2018 | 100 | 100 | ||
Balance at Dec. 31, 2018 | $ 0 | (9,280) | $ (9,280) | |
Balance (in shares) at Dec. 31, 2018 | 100 | 100 | ||
Net income (loss) | 8,477 | $ 8,477 | ||
Dividend to Parent | (5,698) | (5,698) | ||
Balance at Sep. 30, 2019 | (6,501) | $ (6,501) | ||
Balance (in shares) at Sep. 30, 2019 | 100 | |||
Balance at Dec. 31, 2018 | $ 0 | (9,280) | $ (9,280) | |
Balance (in shares) at Dec. 31, 2018 | 100 | 100 | ||
Net income (loss) | $ 0 | 11,671 | $ 11,671 | |
Dividend to Parent | 0 | (10,776) | (10,800) | |
Balance at Dec. 31, 2019 | $ 0 | (8,385) | $ (8,385) | |
Balance (in shares) at Dec. 31, 2019 | 100 | 100 | ||
Net income (loss) | $ 2,902 | |||
Balance at Sep. 30, 2019 | (6,501) | $ (6,501) | ||
Balance (in shares) at Sep. 30, 2019 | 100 | |||
Balance at Dec. 31, 2019 | $ 0 | (8,385) | $ (8,385) | |
Balance (in shares) at Dec. 31, 2019 | 100 | 100 | ||
Balance at Dec. 31, 2019 | $ 0 | (8,385) | $ (8,385) | |
Balance (in shares) at Dec. 31, 2019 | 100 | 100 | ||
Net income (loss) | 2,514 | $ 2,514 | ||
Issuance of Note Receivable From Parent | $ (288,000) | (288,000) | ||
Contribution From Parent | 18,085 | (1,185) | 16,900 | |
Dividend to Parent | (30,823) | (30,823) | ||
Balance at Sep. 30, 2020 | (18,609) | (289,185) | $ (307,794) | |
Balance (in shares) at Sep. 30, 2020 | 100 | 100 | ||
Net income (loss) | $ (1,774) | |||
Balance at Sep. 30, 2020 | $ (18,609) | $ (289,185) | $ (307,794) | |
Balance (in shares) at Sep. 30, 2020 | 100 | 100 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 2,514 | $ 8,477 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 138 | 101 |
Deferred tax benefit | (2,872) | 262 |
Amortization of debt issuance costs, discounts and other | 2,175 | 0 |
Changes in assets and liabilities, net and other: | ||
Increase in trade and other receivables | (910) | (1,218) |
Decrease in current assets and other | 33 | 192 |
Increase (decrease) in accounts payable and other | 7,275 | (520) |
Increase in income taxes payable | 2,660 | 0 |
Increase in interest payable | 108 | 0 |
Increase in customer deposits | 6,547 | 9,279 |
Increase in accrued liabilities and deferred revenue | 6,766 | 2,300 |
Total adjustments | 21,920 | 10,396 |
Net cash used in operating activities | 24,434 | 18,873 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Property and equipment additions and other | (11) | 0 |
Net cash provided by (used in) investing activities | (11) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from term loan | 288,000 | 0 |
Issuance of note receivable from Parent | (288,000) | 0 |
Payments of equipment loans | (45) | (60) |
Dividend to Parent | (30,823) | (5,698) |
Contribution from Parent | 16,792 | 0 |
Net cash provided by financing activities | (14,076) | (5,758) |
Net increase (decrease) in cash and cash equivalents | 10,347 | 13,115 |
Cash and cash equivalents at beginning of period | 38,932 | 14,593 |
Cash and cash equivalents at end of period | 49,279 | 27,708 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: | ||
Interest | 16,792 | 5 |
Income taxes | 0 | 0 |
Non-cash financing activities: | ||
Contribution receivable from Parent | 108 | 0 |
Accretion on note receivable from Parent | $ 1,185 | $ 0 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Covid‑19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through an increase in new patrons utilizing online gaming due to closures of land-based casinos and suspensions, postponement and cancellations of major sports seasons and sporting events, although sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. Land based casinos reopened during the quarter with significant restrictions, which eased over time. However, virus cases began to increase and restrictions were reinstituted. As a result, the ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist and the subsequent behavior of new patrons after land-based casinos reopen fully. Merger Transaction On June 28, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of Landcadia Holdings II, Inc. (Landcadia II), (“Landcadia HoldCo”). Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, our Parent through one of its subsidiaries, Landry’s Fertitta, LLC (“LF LLC”) will receive (i) 31,350,625 Class B membership interests in Lancadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B Common Stock, par value $0.0001 per share of the newly combined company, which will entitle the holder to ten votes per share, subject to certain limitations, (iii) cash consideration in an amount of $30.0 million and (iv) the repayment of $150.0 million of the outstanding $300.0 million interest only term loan that was entered into on April 28, 2020, together with a related $24.0 million prepayment premium. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. At the closing, the newly combined entities (“New GNOG”) will be organized in an “Up-C” structure in which substantially all the assets and the business of New GNOG will be held indirectly by Landcadia HoldCo, and New GNOG’s only direct assets will consist of Class A membership interests of Landcadia HoldCo. New GNOG’s business will continue to operate through GNOG LLC. New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo and will control Landcadia HoldCo as the sole manager of Landcadia HoldCo in accordance with the terms of the amended and restated limited liability agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “HoldCo LLC Agreement”). LF LLC is expected to own approximately 45.9% of the combined membership interests in Landcadia HoldCo, but its membership interests will carry no voting rights. Beginning six months after the Closing, each HoldCo Class B Unit to be held by LF LLC will be redeemable by Landcadia HoldCo for either one share of Class A common stock, or at Landcadia HoldCo’s election, the cash equivalent to the market value of one share of Class A common stock pursuant to the HoldCo LLC Agreement. One share of the Class B common stock held by LF LLC will be canceled for each HoldCo Class B Unit redeemed. Landcadia HoldCo will own all of the equity interests in GNOG HoldCo, which will own all of the equity interests in GNOG LLC. Tilman J. Fertitta and Jeffries Financial Group Inc. (“JFG”) currently own 4,090,625 and 3,815,625, respectively, Class B founder shares in Landcadia II that will convert to Class A common shares upon consummation of the transaction, but following the forfeiture by JFG of two thirds of their Class B founder shares. Upon completion of the transaction, Mr. Fertitta and his affiliates will be beneficial owner of all of the outstanding shares of Class B common stock and will control the 79.9% of the voting power of New GNOG. Pursuant to Nasdaq rules, a company of which 50% of the voting power for the election of directors is held by an individual, a group or another company will qualify as a “controlled company”. As a “controlled company”, New GNOG will not be required to comply with certain Nasdaq rules that would otherwise require it to have: (i) a board of directors comprised of a majority of independent directors; (ii) compensation of its executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of independent directors or a nominating committee comprised solely of independent directors. The closing of the transaction is subject to certain conditions, including, among others, approval by Landcadia II’s stockholders of the Purchase Agreement, the transaction and certain other actions related thereto. The transaction is expected to close in the fourth quarter of 2020. Interim Financial Information The unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. Therefore, these unaudited condensed financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 In management’s opinion, these unaudited condensed financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2020 may not be indicative of the results that will be realized for the full year ending December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Basis of Presentation and Use of Estimates The financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on accounts and cash on hand. We consider short-term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. Amounts held in financial institutions are in excess of FDIC insurance limits. We have not experienced any losses in such account and believe we are not exposed to any significant risks on our cash in bank accounts. Pursuant to NJAC 13:69O‑1.3(k), a separate New Jersey bank account is maintained to segregate internet gaming patron’s funds on deposit, pending withdrawals, and active wagers. The balance in this account at December 31, 2019 and 2018 was $38.1 million and $14.6 million, respectively and is shown as restricted cash. Unrestricted cash balance at December 31, 2019 and 2018 was $0.8 million and $42 thousand, respectively. Accounts Receivable Receivables consist of amounts due from third party processors and online gaming operators. As of December 31, 2019, and 2018, there were $3.3 million and $2.3 million, respectively, due from gaming platform providers. Receivables are reviewed for collectability based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. For the years ended December 31, 2019 and 2018 there was no allowance for doubtful accounts. Accounts receivables are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively Customer Deposits Customer deposits are liabilities that relate to amounts received from customers and online betting operators and are required to be maintained to comply with regulatory requirements. As of December 31, 2019, and 2018, there were $29.2 million and $12.0 million, respectively, in deposits from customers and online gaming operators. Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. Revenue and Cost Recognition We recognize revenue for services when the services are performed and when we have no substantive performance obligations remaining. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of casino wins as revenue and our service provider’s share is reported in costs and expenses. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. We are contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate real money online gaming and sports betting in New Jersey, for which we receive royalties and cost reimbursement. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. Advertising Advertising costs are expensed as incurred during such year. Advertising expenses were $9.3 million and $8.2 million, in 2019 and 2018, respectively. Gaming Tax The Company remits monthly to the State of New Jersey a tax equal to 15% of gross internet gaming revenue and a tax equal to 13% of gross internet sports wagering revenue, as defined. As required by the provisions of the New Jersey Casino Control Act (the “Act”), New Jersey casino licensees must pay an investment alternative tax of 2.5% of gross casino revenues and 5.0% of internet gaming revenues as defined in the Act. However, pursuant to contracts with the New Jersey Casino Reinvestment Development Authority (“CRDA”), GNAC pays 1.25% of its gross casino revenues and 2.5% of internet gaming revenues to the CRDA (the “CRDA Payment”) to fund qualified investments as defined in the Act. Gaming tax expense was $10.0 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively. Income Taxes We are subject to a tax sharing agreement with certain FEI owned companies. We record tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. We follow the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We use a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
REVENUES FROM CONTRACTS WITH CU
REVENUES FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | ||
REVENUES FROM CONTRACTS WITH CUSTOMERS | 2. REVENUES FROM CONTRACTS WITH CUSTOMERS The following table summarizes revenues from our contracts disaggregated by revenue generating activity (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Casino gaming $ 22,938 $ 11,460 $ 59,890 $ 34,331 Market access and live dealer studio 2,301 1,538 6,319 4,338 Reimbursables 689 472 1,882 1,186 Total revenue $ 25,928 $ 13,470 $ 68,091 $ 39,855 Casino gaming revenue and reimbursable revenue is recognized at a point in time, while market access and live dealer studio revenue are earned over time. The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): September 30, December 31, 2020 2019 Receivables included in “Accounts receivable – trade and other” $ 4,154 $ 3,264 Contract assets $ — $ — Contract liabilities $ (9,848) $ (6,750) Significant changes in contract liabilities balances during 2020 and 2019 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Decrease due to recognition of revenue $ (453) $ (721) $ (1,775) $ (2,085) Increase due to cash received, excluding amounts recognized as revenue $ (261) $ — $ 4,873 $ — The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2020. The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ending December 31, 2020 (remaining) $ 757 2021 3,269 2022 2,633 Thereafter 3,189 $ 9,848 | 2. REVENUES FROM CONTRACTS WITH CUSTOMERS Effective January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaborative arrangements and financial instruments. Under ASC 606, an entity recognizes revenue when it transfers control of the promised goods or services to its customer, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. If control transfers to the customer over time, an entity selects a method to measure progress that is consistent with the objective of depicting its performance. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under the agreement, the following steps must be performed at contract inception: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. Real Money Online Gaming Our revenues are principally derived from real money online gaming, and are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. Market Access Agreements We have been contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate online casino wagering and online sports betting, for which we receive royalties. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. We generally receive monthly royalties that can be fixed amounts or based on a percentage of Net Gaming Revenues (as defined) (“NGR”), and in some cases we receive upfront minimum royalty payments for specified contract periods. Royalties owed by the customer in excess of these minimum royalty amounts are collected as earned. Some contracts call for a one-time non-refundable market access fee to be paid at the inception of the contract. Live Studio Broadcast License Agreements We have been contracted to manage multi-year live studio broadcast license agreements with authorized online gaming operators that provide for the use of the live table games that are broadcast from our studio at the Golden Nugget in Atlantic City, New Jersey. We receive royalties from the online gaming operators using the studio based on a percentage of gross gaming revenue (“GGR”). We also offer some “private tables” for which we receive a flat monthly fee in addition to a percentage of GGR and/or a share of costs. Reimbursable Revenue We receive partial or pro-rated reimbursements from our partners for the annual upfront initial or renewal permit fees charged by gaming authorities, other gaming related costs and expenses and certain specifically designated personnel costs incurred in connection with fulfilling our contracts. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is dependent on factors outside of our influence. Accordingly, reimbursable revenue is fully constrained and not included in the total transaction price until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. Loyalty Programs We have established promotions and a player’s club to encourage repeat business from frequent and active online gaming patrons. Members earn points based on gaming activity and such points can be redeemed for cash and free play into the patron’s online gaming account. The incentives earned by customers under these programs are based on their past play and represent separate performance obligations. Player club points generally expire within ninety days of patron inactivity. As player’s club points earned can be redeemed for cash, we defer 100% of the cash converted point balance as they are earned and record a reduction to casino gaming revenue. Deferred revenue liabilities from contracts related to our loyalty program included in accrued gaming and related taxes in our accompanying balance sheets was $25 thousand and $26 thousand as of December 31, 2019 and 2018, respectively. Disaggregation of Revenue The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Casino gaming $ 47,694 $ 38,827 Market access and live studio 5,903 2,615 Reimbursables 1,824 1,460 Total revenue 55,421 42,902 Casino gaming revenue and reimbursable revenue is recognized at a point in time, while market access and live studio revenue are earned over time. Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are payable upon receipt. Contract liabilities include payments received for initial set-up fees and upfront guaranteed minimum royalty fees, which are allocated to the overall performance obligation and recognized ratably over the initial term of the contract. The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): Year Ended December 31, 2019 2018 Receivables, which are included in “Accounts receivable – trade and other” $ 3,264 $ 2,270 Contract assets — — Contract liabilities (6,750) (9,462) Significant changes in contract assets and contract liabilities balances during 2019 and 2018 are as follows (in thousands): 2019 2018 Revenue recognized that was included in contract liabilities at beginning of period $ 2,712 $ 978 Increase in contract liabilities due to cash received, excluding amounts recognized as revenue — (7,625) Transaction Price Allocated to the Remaining Performance Obligation The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2019. The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ended December 31, 2020 2021 2022 Thereafter Total Revenue $ 2,113 $ 1,518 $ 1,233 $ 1,886 $ 6,750 |
LONG-TERM DEBT AND NOTE RECEIVA
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT | |
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT | 3. LONG-TERM DEBT AND NOTE RECIEVABLE FROM PARENT Long-term debt is comprised of the following (in thousands): September 30, December 31, 2020 2019 $300.0 million term loan, Libor + 12.0% (floor 1.0%), interest only due October 4, 2023 $ 300,000 $ — Less: Deferred financing costs (7,109) — Less: Unamortized discount (10,815) — Total debt, net of unamortized discounts and debt issuance costs 282,076 — Less current portion — — Long-term portion $ 282,076 $ — On April 28, 2020, we entered into a term loan credit agreement that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 4, 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024 with substantially similar terms as our credit agreement. The note receivable from our parent is accounted for as contra-equity, similar to a subscription receivable, with interest and accretion of the original issue discount accounted for as additional capital contributions. Both the term loan and the note receivable were issued at a 4% discount. The term loan and associated note receivable both bear interest at the London Interbank Offered Rate (“LIBOR”) plus 12% and interest payments are made quarterly. The term loan is secured by the note receivable which effectively, but indirectly provides pari passu security interest with the Golden Nugget, LLC senior secured credit facility. The term loan credit agreement contains certain negative covenants including restrictions on incurring additional indebtedness or liens, liquidation or dissolution, limitations on disposal of assets and paying dividends. The term loan credit agreement also contains a make-whole provision that is in effect through April 2022. The prepayment premium under the make-whole provision is calculated as (A) the present value of (i) 100% of the aggregate principal amount of the term loan prepaid, plus (ii) all required remaining scheduled interest payments through April 2022, minus (B) the outstanding principal amount being prepaid. We have completed a tender offer that is contingent on the successful completion of the merger transaction for $150.0 million of the term loans at 116%, representing a $24.0 million premium to face value. |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE | 9 Months Ended |
Sep. 30, 2020 | |
FINANCIAL INSTRUMENTS AND FAIR VALUE | |
FINANCIAL INSTRUMENTS AND FAIR VALUE | 4. FINANCIAL INSTRUMENTS AND FAIR VALUE Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Unadjusted quoted market prices for identical assets or liabilities: Level 2 Quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets or liabilities; and Level 3 Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The carrying value of certain of our assets and liabilities, consisting primarily of cash and cash equivalents, restricted cash. accounts receivable, accounts payable and certain accrued liabilities approximates their fair value due to the short-term nature of such instruments. The fair value of our long-term debt is determined by Level 1 measurements based on quoted market prices. The fair value and carrying value of our long-term debt as of September 30, 2020 was $342.0 million and $288.2 million, respectively. The fair value of the note receivable from our parent is determined using level 3 measurements, as it has substantially the same terms as the term loan and acts as collateral for the same, the fair value of the note receivable is estimated to be the same. Therefore, the fair value and carrying value of the note receivable as of September 30, 2020 is estimated at $342.0 million and $288.2 million, respectively. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
ACCRUED LIABILITIES | ||
ACCRUED LIABILITIES | 5. ACCRUED LIABILITIES Accrued gaming and related taxes are comprised of the following (in thousands): September 30, December 31, 2020 2019 Gaming related, excluding taxes 9,854 9,556 Taxes, other than payroll and income taxes 6,220 4,141 $ 16,074 $ 13,697 The gaming related accrual primarily consists of third party operators’ monies in excess of players’ cash gaming accounts, held by us, pending player withdrawals and open wagers. | 4. ACCRUED LIABILITIES Accrued liabilities are comprised of the following (in thousands): December 31, 2019 December 31, 2018 Gaming related, excluding taxes 9,556 2,961 Taxes, other than payroll and income taxes 4,141 2,255 $ 13,697 $ 5,216 The gaming related accrual primarily consists of third party operators’ monies, held by us in excess of players’ cash gaming accounts, pending withdrawals, and open wagers. |
STOCKHOLDER'S DEFICIT
STOCKHOLDER'S DEFICIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
STOCKHOLDER'S DEFICIT | ||
STOCKHOLDER'S DEFICIT | 6. STOCKHOLDER’S DEFICIT On April 28, 2020, we entered into a term loan credit agreement that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 4, 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024 with substantially similar terms as our credit agreement. As of September 30, 2020, we had receivable from our parent totaling $108 thousand for additional capital contributions as provided for in the note receivable. We also received an advance from our parent of $7.1 million to pay the debt issuance costs associated with the term loan. During the nine months ended September, 2020 and 2019, we made dividend payments of $30.8 million and $5.7 million, respectively to our Parent. | 5. STOCKHOLDER’S DEFICIT During the years ended December 31, 2019 and 2018, we made dividend payments of $10.8 million and $8.4 million, respectively to our Parent. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Casino Reinvestment Development Authority Obligation Pursuant to the contract with the CRDA, GNAC is required to make quarterly deposits with the CRDA to satisfy their investment obligations. We pay GNAC for our portion of their CRDA obligations. For the three months and nine months ended September 30, 2020 and 2019, we expensed $0.7 million, $1.9 million, $0.4 million and $1.1 million to gaming taxes respectively, for our portion of the CRDA Payments. Contractual Obligations We have entered into a number of agreements for advertising, licensing, market access, technology and other services pursuant to which we are committed to pay $12.5 million, including $5.5 million in 2020, $4.3 million in 2021, and $2.8 million thereafter. Litigation and Claims The Company may be party to other ordinary and routine litigation incidental to our business. After consulting legal counsel, we do not believe that the outcome of any such litigation will have a material effect on our financial position, results of operations, or cash flows. Tax Sharing Agreement We are included in the consolidated tax return of FEI pursuant to a tax sharing agreement. On July 21, 2020, FEI was informed by the IRS that the years 2017 and 2018 tax returns are under audit. Under the tax sharing agreement, we will be responsible for any audit adjustments arising from the audit that are attributable to our business activities. An opening conference was held of September 22, 2020 where administrative matters were discussed. While we are only in the initial stages, we do not believe that the outcome of any such audit will have a material effect on our financial position, results of operations, or cash flows. | 7. COMMITMENTS AND CONTINGENCIES Casino Reinvestment Development Authority Obligation Pursuant to the contract with the CRDA, GNAC is required to make quarterly deposits with the CRDA to satisfy their investment obligations. We pay GNAC for our portion of their CRDA obligations. For the years ended December 31, 2019 and 2018, we charged $1.5 million and $1.2 million to gaming taxes respectively, for our portion of the CRDA Payments. Purchase Obligations As of December 31, 2019, we had purchase obligations to suppliers totaling $0.6 million related to advertising commitments. Litigation and Claims The Company may be party to other ordinary and routine litigation incidental to our business. We believe it is remote that the outcome of any such litigation will have a material effect on our financial position, results of operations, or cash flows. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
RELATED PARTIES | 8. RELATED PARTIES We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $58 thousand, $69 thousand, $172 thousand and $172 thousand under the agreements for the three months and nine months ended September 30, 2020 and 2019. On April 27, 2020, we entered into an Online Gaming Operations Agreement with an affiliate, GNAC. The agreement grants us the right to host, manage, control, operate, support and administer online gaming services under GNAC’s operating licenses. The agreement also grants us the right to use the Golden Nugget trademark in connection with our online gaming operations. Under the terms of these agreements, we will pay a monthly royalty equal to 3% of net gaming revenue as defined. The agreements provide for a five-year term and a renewable five-year option. We expensed $0.8 million for the nine months and $0.5 million three months ended September 30, 2020 pursuant to this agreement. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. | 8. CERTAIN TRANSACTIONS We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $250 thousand and $177 thousand under the agreements for the years ended December 31, 2019 and 2018. See Note 9. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS We have evaluated subsequent events through January 22, 2021, which is the date our financial statements were available to be issued. On November 18, 2020, we entered into a definitive agreement with Danville Development, LLC (“Danville Development”) for market access to the State of Illinois. Under the definitive agreement, GNOG holds the exclusive right to offer online sports wagering and, if permitted by law in the future, online casino wagering. In addition, GNOG has committed to cause to be provided a mezzanine loan in the amount of $30 million to Danville Development for the development and construction of the Casino. This market access agreement is for a term of 20 years and requires GNOG to pay Danville Development a percentage of its online net gaming revenue, subject to minimum royalty payments over the term. Danville Development is a joint venture between Wilmot Gaming Illinois, LLC and GN Danville, LLC, a wholly owned subsidiary of Golden Nugget, LLC and an affiliate of GNOG, formed to build a new Golden Nugget branded casino in Danville, Illinois, pending obtaining all regulatory approvals. On November 20, 2020, we entered into a definitive agreement with Greenbrier Hotel Corporation (“GBR”) for market access to the state of West Virginia. Under the definitive agreement, GNOG holds the right to offer online sports wagering and online casino wagering. This market access agreement is for a term of 10 years and requires GNOG to pay GBR a percentage of its online net gaming revenue, subject to minimum royalty payments over the term. On December 29, 2020, we completed the merger transaction discussed in Note 1. | 9. SUBSEQUENT EVENTS We have evaluated subsequent events through June 26, 2020, which is the date our financial statements were available to be issued. On April 27, 2020, we entered into an Online Gaming Operations Agreement with an affiliate, GNAC. The agreement grants us the right to host, manage, control, operate, support and administer online gaming services under GNAC’s operating licenses. The agreement also grants us the right to use the Golden Nugget trademark in connection with our online gaming operations. Under the terms of these agreements, we will pay a monthly royalty equal to 3% of net gaming revenue defined as GGR less free play, gaming tax, Know-Your-Customer fees, geolocation fees, and payment processing fees. The agreements provide for a five-year term and a renewable five-year option. On April 28, 2020, we entered into a credit agreement, that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024. The term loan and associated note receivable both bear interest at libor plus 12%. The term loan is secured by the note receivable which effectively, but indirectly provides pari passu security interest with the Golden Nugget, LLC senior secured credit facility. On June 17, 2020, we entered into a market access agreement with Keweenaw Bay Indian Community, a federally recognized Indian tribe (“KBIC”) pursuant to which KBIC shall grant us (a) the right operate a “Golden Nugget” branded online casino (including, at our discretion, online poker) and online sportsbook in the State of Michigan under KBIC’s casino license held in connection with KBIC’s ownership of the Ojibwa Casinos located in Baraga, Michigan and Marquette, Michigan. The initial term is fifteen years with an optional ten year renewal period. During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through suspensions, postponement and cancellations of major sports seasons and sporting events. Sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. At the same time, the closures of casino facilities has caused an increase in new patrons utilizing online gaming. The ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist. |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Covid-19 | Covid‑19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through an increase in new patrons utilizing online gaming due to closures of land-based casinos and suspensions, postponement and cancellations of major sports seasons and sporting events, although sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. Land based casinos reopened during the quarter with significant restrictions, which eased over time. However, virus cases began to increase and restrictions were reinstituted. As a result, the ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist and the subsequent behavior of new patrons after land-based casinos reopen fully. | |
Merger Transaction | Merger Transaction On June 28, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of Landcadia Holdings II, Inc. (Landcadia II), (“Landcadia HoldCo”). Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, our Parent through one of its subsidiaries, Landry’s Fertitta, LLC (“LF LLC”) will receive (i) 31,350,625 Class B membership interests in Lancadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B Common Stock, par value $0.0001 per share of the newly combined company, which will entitle the holder to ten votes per share, subject to certain limitations, (iii) cash consideration in an amount of $30.0 million and (iv) the repayment of $150.0 million of the outstanding $300.0 million interest only term loan that was entered into on April 28, 2020, together with a related $24.0 million prepayment premium. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. At the closing, the newly combined entities (“New GNOG”) will be organized in an “Up-C” structure in which substantially all the assets and the business of New GNOG will be held indirectly by Landcadia HoldCo, and New GNOG’s only direct assets will consist of Class A membership interests of Landcadia HoldCo. New GNOG’s business will continue to operate through GNOG LLC. New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo and will control Landcadia HoldCo as the sole manager of Landcadia HoldCo in accordance with the terms of the amended and restated limited liability agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “HoldCo LLC Agreement”). LF LLC is expected to own approximately 45.9% of the combined membership interests in Landcadia HoldCo, but its membership interests will carry no voting rights. Beginning six months after the Closing, each HoldCo Class B Unit to be held by LF LLC will be redeemable by Landcadia HoldCo for either one share of Class A common stock, or at Landcadia HoldCo’s election, the cash equivalent to the market value of one share of Class A common stock pursuant to the HoldCo LLC Agreement. One share of the Class B common stock held by LF LLC will be canceled for each HoldCo Class B Unit redeemed. Landcadia HoldCo will own all of the equity interests in GNOG HoldCo, which will own all of the equity interests in GNOG LLC. Tilman J. Fertitta and Jeffries Financial Group Inc. (“JFG”) currently own 4,090,625 and 3,815,625, respectively, Class B founder shares in Landcadia II that will convert to Class A common shares upon consummation of the transaction, but following the forfeiture by JFG of two thirds of their Class B founder shares. Upon completion of the transaction, Mr. Fertitta and his affiliates will be beneficial owner of all of the outstanding shares of Class B common stock and will control the 79.9% of the voting power of New GNOG. Pursuant to Nasdaq rules, a company of which 50% of the voting power for the election of directors is held by an individual, a group or another company will qualify as a “controlled company”. As a “controlled company”, New GNOG will not be required to comply with certain Nasdaq rules that would otherwise require it to have: (i) a board of directors comprised of a majority of independent directors; (ii) compensation of its executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of independent directors or a nominating committee comprised solely of independent directors. The closing of the transaction is subject to certain conditions, including, among others, approval by Landcadia II’s stockholders of the Purchase Agreement, the transaction and certain other actions related thereto. The transaction is expected to close in the fourth quarter of 2020. | |
Interim Financial Information | Interim Financial Information The unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. Therefore, these unaudited condensed financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 In management’s opinion, these unaudited condensed financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2020 may not be indicative of the results that will be realized for the full year ending December 31, 2020. | |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on accounts and cash on hand. We consider short-term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. Amounts held in financial institutions are in excess of FDIC insurance limits. We have not experienced any losses in such account and believe we are not exposed to any significant risks on our cash in bank accounts. Pursuant to NJAC 13:69O‑1.3(k), a separate New Jersey bank account is maintained to segregate internet gaming patron’s funds on deposit, pending withdrawals, and active wagers. The balance in this account at December 31, 2019 and 2018 was $38.1 million and $14.6 million, respectively and is shown as restricted cash. Unrestricted cash balance at December 31, 2019 and 2018 was $0.8 million and $42 thousand, respectively. | |
Accounts Receivable | Accounts Receivable Receivables consist of amounts due from third party processors and online gaming operators. As of December 31, 2019, and 2018, there were $3.3 million and $2.3 million, respectively, due from gaming platform providers. Receivables are reviewed for collectability based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. For the years ended December 31, 2019 and 2018 there was no allowance for doubtful accounts. Accounts receivables are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively | |
Customer Deposits | Customer Deposits Customer deposits are liabilities that relate to amounts received from customers and online betting operators and are required to be maintained to comply with regulatory requirements. As of December 31, 2019, and 2018, there were $29.2 million and $12.0 million, respectively, in deposits from customers and online gaming operators. | |
Financial Instruments | Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. | |
Revenue and Cost Recognition | Revenue and Cost Recognition We recognize revenue for services when the services are performed and when we have no substantive performance obligations remaining. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of casino wins as revenue and our service provider’s share is reported in costs and expenses. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. We are contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate real money online gaming and sports betting in New Jersey, for which we receive royalties and cost reimbursement. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. | |
Advertising | Advertising Advertising costs are expensed as incurred during such year. Advertising expenses were $9.3 million and $8.2 million, in 2019 and 2018, respectively. | |
Gaming Tax | Gaming Tax The Company remits monthly to the State of New Jersey a tax equal to 15% of gross internet gaming revenue and a tax equal to 13% of gross internet sports wagering revenue, as defined. As required by the provisions of the New Jersey Casino Control Act (the “Act”), New Jersey casino licensees must pay an investment alternative tax of 2.5% of gross casino revenues and 5.0% of internet gaming revenues as defined in the Act. However, pursuant to contracts with the New Jersey Casino Reinvestment Development Authority (“CRDA”), GNAC pays 1.25% of its gross casino revenues and 2.5% of internet gaming revenues to the CRDA (the “CRDA Payment”) to fund qualified investments as defined in the Act. Gaming tax expense was $10.0 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively. | |
Income Taxes | Income Taxes We are subject to a tax sharing agreement with certain FEI owned companies. We record tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. We follow the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We use a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
REVENUES FROM CONTRACTS WITH _2
REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | ||
Schedule of revenues from contracts disaggregated by revenue generating activity | The following table summarizes revenues from our contracts disaggregated by revenue generating activity (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Casino gaming $ 22,938 $ 11,460 $ 59,890 $ 34,331 Market access and live dealer studio 2,301 1,538 6,319 4,338 Reimbursables 689 472 1,882 1,186 Total revenue $ 25,928 $ 13,470 $ 68,091 $ 39,855 | The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Casino gaming $ 47,694 $ 38,827 Market access and live studio 5,903 2,615 Reimbursables 1,824 1,460 Total revenue 55,421 42,902 |
Schedule of information about receivables, contract assets and contract liabilities related to contracts with customers and significant changes in contract liabilities balances | The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): September 30, December 31, 2020 2019 Receivables included in “Accounts receivable – trade and other” $ 4,154 $ 3,264 Contract assets $ — $ — Contract liabilities $ (9,848) $ (6,750) Significant changes in contract liabilities balances during 2020 and 2019 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Decrease due to recognition of revenue $ (453) $ (721) $ (1,775) $ (2,085) Increase due to cash received, excluding amounts recognized as revenue $ (261) $ — $ 4,873 $ — | The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): Year Ended December 31, 2019 2018 Receivables, which are included in “Accounts receivable – trade and other” $ 3,264 $ 2,270 Contract assets — — Contract liabilities (6,750) (9,462) Significant changes in contract assets and contract liabilities balances during 2019 and 2018 are as follows (in thousands): 2019 2018 Revenue recognized that was included in contract liabilities at beginning of period $ 2,712 $ 978 Increase in contract liabilities due to cash received, excluding amounts recognized as revenue — (7,625) |
Schedule of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) | . The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ending December 31, 2020 (remaining) $ 757 2021 3,269 2022 2,633 Thereafter 3,189 $ 9,848 | The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ended December 31, 2020 2021 2022 Thereafter Total Revenue $ 2,113 $ 1,518 $ 1,233 $ 1,886 $ 6,750 |
LONG-TERM DEBT AND NOTE RECEI_2
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT | |
Schedule of long term debt | Long-term debt is comprised of the following (in thousands): September 30, December 31, 2020 2019 $300.0 million term loan, Libor + 12.0% (floor 1.0%), interest only due October 4, 2023 $ 300,000 $ — Less: Deferred financing costs (7,109) — Less: Unamortized discount (10,815) — Total debt, net of unamortized discounts and debt issuance costs 282,076 — Less current portion — — Long-term portion $ 282,076 $ — |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
ACCRUED LIABILITIES | ||
Schedule of accrued liabilities | Accrued gaming and related taxes are comprised of the following (in thousands): September 30, December 31, 2020 2019 Gaming related, excluding taxes 9,854 9,556 Taxes, other than payroll and income taxes 6,220 4,141 $ 16,074 $ 13,697 | Accrued liabilities are comprised of the following (in thousands): December 31, 2019 December 31, 2018 Gaming related, excluding taxes 9,556 2,961 Taxes, other than payroll and income taxes 4,141 2,255 $ 13,697 $ 5,216 |
NATURE OF BUSINESS AND SUMMAR_3
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands | Jun. 28, 2020USD ($)Vote$ / sharesshares | Apr. 28, 2020USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Common stock issued | 100 | 100 | 100 | ||
Common stock par value (in dollars per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||
Repayment of term loan | $ | $ 150,000 | ||||
Long term debt interest amount | $ | $ 300,000 | $ 0 | $ 300,000 | ||
Premium amount on face value | $ | $ 24,000 | $ 24,000 | |||
Ownership interest acquired | 54.10% | ||||
Class B common stock | |||||
Forfeiture of shares (as percentage) | 0.67% | ||||
Landry's Fertitta, LLC ("LF LLC") | |||||
Ownership interest acquired | 45.90% | ||||
Landry's Fertitta, LLC ("LF LLC") | Class B common stock | |||||
Common stock issued | 31,350,625 | ||||
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Number of votes per share | Vote | 10 | ||||
Cash consideration | $ | $ 30,000 | ||||
Landcadia HoldCo | |||||
Membership interests in Lancadia HoldCo | 31,350,625 | ||||
Tilman J Fertitta | |||||
Shares issued | 4,090,625 | ||||
Jeffries Financial Group Inc. ("JFG") | |||||
Shares issued | 3,815,625 | ||||
Mr. Fertitta | |||||
Ownership interest acquired | 79.90% | ||||
Sports betting | |||||
Revenue from customers (as percentage) | 1.00% | ||||
Casino [Member] | |||||
Revenue from customers (as percentage) | 100.00% |
REVENUES FROM CONTRACTS WITH _3
REVENUES FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of revenue | ||||||
Revenues | $ 25,928 | $ 13,470 | $ 68,091 | $ 39,855 | $ 55,421 | $ 42,902 |
Technology Service [Member] | ||||||
Disaggregation of revenue | ||||||
Revenues | 22,938 | 11,460 | 59,890 | 34,331 | 47,694 | 38,827 |
Service, Other [Member] | ||||||
Disaggregation of revenue | ||||||
Revenues | 2,990 | 2,010 | 8,201 | 5,524 | 7,727 | 4,075 |
Market access and live dealer studio | ||||||
Disaggregation of revenue | ||||||
Revenues | 2,301 | 1,538 | 6,319 | 4,338 | 5,903 | 2,615 |
Reimbursables | ||||||
Disaggregation of revenue | ||||||
Revenues | $ 689 | $ 472 | $ 1,882 | $ 1,186 | $ 1,824 | $ 1,460 |
REVENUES FROM CONTRACTS WITH _4
REVENUES FROM CONTRACTS WITH CUSTOMERS (Details)1 - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
REVENUES FROM CONTRACTS WITH CUSTOMERS | |||
Receivables included in "Accounts receivable - trade and other" | $ 4,154 | $ 3,264 | $ 2,270 |
Contract liabilities | $ (9,848) | $ (6,750) | $ (9,462) |
REVENUES FROM CONTRACTS WITH _5
REVENUES FROM CONTRACTS WITH CUSTOMERS (Details)2 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in contract liabilities balances | ||||||
Decrease due to recognition of revenue | $ (453) | $ (721) | $ (1,775) | $ (2,085) | $ 2,712 | $ 978 |
Increase due to cash received, excluding amounts recognized as revenue | $ (261) | $ 4,873 | $ (7,625) |
REVENUES FROM CONTRACTS WITH _6
REVENUES FROM CONTRACTS WITH CUSTOMERS - Estimated revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 9,848 | $ 6,750 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 2,113 | |
Period of revenue expected to be recognized | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 757 | |
Period of revenue expected to be recognized | 3 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 3,269 | $ 1,518 |
Period of revenue expected to be recognized | 12 months | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 2,633 | $ 1,233 |
Period of revenue expected to be recognized | 12 months | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 3,189 | $ 1,886 |
Period of revenue expected to be recognized | 12 months | 12 months |
LONG-TERM DEBT AND NOTE RECEI_3
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT - Long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Apr. 28, 2020 | Dec. 31, 2019 |
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT | |||
300.0 million term loan, Libor + 12.0% (floor 1.0%), interest only due October 4, 2023 | $ 300,000 | $ 300,000 | $ 0 |
Less: Deferred financing costs | (7,109) | $ (7,100) | 0 |
Less: Unamortized discount | (10,815) | 0 | |
Total debt, net of unamortized discounts and debt issuance costs | 282,076 | 0 | |
Less current portion | 0 | ||
Long-term portion | $ 282,076 | $ 0 |
LONG-TERM DEBT AND NOTE RECEI_4
LONG-TERM DEBT AND NOTE RECEIVABLE FROM PARENT (Details) - USD ($) $ in Thousands | Jun. 28, 2020 | Apr. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Long term debt interest amount | $ 300,000 | $ 300,000 | $ 0 | |
Floor rate | 1.00% | |||
Discount rate (as percent) | 4.00% | |||
Prepayment premium (as percentage) | 100.00% | |||
Outstanding principal amount | $ 150,000 | |||
Prepayment outstanding principal amount (as percentage) | 116.00% | |||
Premium amount on face value | $ 24,000 | $ 24,000 | ||
London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Spread rate | 12.00% | 12.00% |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE (Details) $ in Millions | Sep. 30, 2020USD ($) |
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long term debt | $ 342 |
Fair Value, Inputs, Level 1 [Member] | Reported Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long term debt | 288.2 |
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Note receivable | 342 |
Fair Value, Inputs, Level 3 [Member] | Reported Value Measurement [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Note receivable | $ 288.2 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ACCRUED LIABILITIES | |||
Gaming related, excluding taxes | $ 9,854 | $ 9,556 | $ 2,961 |
Taxes, other than payroll and income taxes | 6,220 | 4,141 | 2,255 |
Total | $ 16,074 | $ 13,697 | $ 5,216 |
STOCKHOLDER'S DEFICIT (Details)
STOCKHOLDER'S DEFICIT (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 28, 2020 |
STOCKHOLDER'S DEFICIT | ||||||
Long term debt interest amount | $ 300,000 | $ 300,000 | $ 0 | $ 300,000 | ||
Contributions receivable from parent | 108 | |||||
Debt issuance cost | $ 7,109 | 7,109 | 0 | $ 7,100 | ||
Dividend paid to parent | $ 30,823 | $ 5,698 | $ 10,800 | $ 8,400 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | ||||||
Amount charged for gaming taxes | $ 0.7 | $ 1.9 | $ 0.4 | $ 1.1 | $ 1.5 | $ 1.2 |
Contractual obligations | 12.5 | 12.5 | $ 0.6 | |||
Contractual obligations to be paid in 2020 | 5.5 | 5.5 | ||||
Contractual obligations to be paid in 2021 | 4.3 | 4.3 | ||||
Contractual obligations to be paid there after | $ 2.8 | $ 2.8 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | Apr. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Reimbursement expenses | $ 250 | $ 177 | |||||
GNAC | |||||||
Related Party Transaction [Line Items] | |||||||
Reimbursement expenses | $ 58 | $ 69 | $ 172 | $ 172 | |||
Monthly royalty fee (as percentage ) | 3.00% | ||||||
Agreement term | 5 years | ||||||
Renewable term | 5 years | ||||||
Royalty fee expense | $ 500 | $ 800 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - USD ($) $ in Millions | Nov. 20, 2020 | Nov. 18, 2020 |
Danville Development, LLC | ||
Subsequent Event [Line Items] | ||
Long term loans | $ 30 | |
Long term debt term | 20 years | |
Greenbrier Hotel Corporation | ||
Subsequent Event [Line Items] | ||
Long term debt term | 10 years |
BALANCE SHEETS
BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 846 | $ 42 |
Restricted cash | 38,086 | 14,551 |
Accounts receivable - trade and other | 4,894 | 3,465 |
Other current assets | 265 | 252 |
Total current assets | 44,091 | 18,310 |
PROPERTY AND EQUIPMENT, net | 720 | 808 |
DEFERRED TAX ASSETS | 2,370 | 2,640 |
OTHER ASSETS, net | 24 | 41 |
Total Assets | 47,205 | 21,799 |
CURRENT LIABILITIES: | ||
Accounts payable | 3,908 | 2,734 |
Accrued salary and payroll taxes | 1,976 | 1,582 |
Accrued gaming and related taxes | 13,697 | 5,216 |
Deferred revenue | 2,113 | 2,836 |
Notes payable | 74 | 128 |
Customer deposits | 29,210 | 11,983 |
Total current liabilities | 50,978 | 24,479 |
OTHER LIABILITIES | 4,612 | 6,600 |
Total Liabilities | 55,590 | 31,079 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDER'S DEFICIT: | ||
Common stock, $0.00 par value, 2,500 shares authorized, 100 shares issued and outstanding | 0 | 0 |
Accumulated deficit | (8,385) | (9,280) |
Total liabilities and stockholders' equity | $ 47,205 | $ 21,799 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |
Common stock, shares authorized | 2,500 | 2,500 | 2,500 | |
Common stock, shares issued | 100 | 100 | 100 | |
Common stock, shares outstanding | 100 | 100 | 100 | 100 |
STATEMENTS OF INCOME
STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUES: | ||
Total revenue | $ 55,421 | $ 42,902 |
COSTS AND EXPENSES: | ||
Labor | 7,102 | 5,153 |
Gaming taxes | 9,985 | 8,378 |
Royalty and licenses fees | 5,875 | 4,530 |
Selling, general and administrative expense | 14,687 | 12,840 |
Depreciation and amortization | 135 | 126 |
Total operating costs and expenses | 37,784 | 31,027 |
OPERATING INCOME | 17,637 | 11,875 |
OTHER EXPENSE: | ||
Interest expense | 6 | 8 |
Total other expense | 6 | 8 |
Income (loss) before taxes | 17,631 | 11,867 |
Provision for income taxes | 5,960 | 4,708 |
Net income (loss) | 11,671 | 7,159 |
Technology Service [Member] | ||
REVENUES: | ||
Total revenue | 47,694 | 38,827 |
Service, Other [Member] | ||
REVENUES: | ||
Total revenue | $ 7,727 | $ 4,075 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT - USD ($) $ in Thousands | Common Stock | Retained Earnings / (Accumulated Deficit) | Total |
Balance at Dec. 31, 2017 | $ 0 | $ (8,043) | |
Balance (in shares) at Dec. 31, 2017 | 100 | ||
Net income (loss) | $ 0 | 7,159 | $ 7,159 |
Dividend to Parent | 0 | (8,396) | (8,400) |
Balance at Dec. 31, 2018 | $ 0 | (9,280) | $ (9,280) |
Balance (in shares) at Dec. 31, 2018 | 100 | 100 | |
Balance at Dec. 31, 2018 | $ 0 | (9,280) | $ (9,280) |
Balance (in shares) at Dec. 31, 2018 | 100 | 100 | |
Net income (loss) | 8,477 | $ 8,477 | |
Dividend to Parent | (5,698) | (5,698) | |
Balance at Sep. 30, 2019 | (6,501) | $ (6,501) | |
Balance (in shares) at Sep. 30, 2019 | 100 | ||
Balance at Dec. 31, 2018 | $ 0 | (9,280) | $ (9,280) |
Balance (in shares) at Dec. 31, 2018 | 100 | 100 | |
Net income (loss) | $ 0 | 11,671 | $ 11,671 |
Dividend to Parent | 0 | (10,776) | (10,800) |
Balance at Dec. 31, 2019 | $ 0 | (8,385) | $ (8,385) |
Balance (in shares) at Dec. 31, 2019 | 100 | 100 | |
Net income (loss) | $ 2,902 | ||
Balance at Sep. 30, 2019 | (6,501) | $ (6,501) | |
Balance (in shares) at Sep. 30, 2019 | 100 | ||
Balance at Dec. 31, 2019 | $ 0 | (8,385) | $ (8,385) |
Balance (in shares) at Dec. 31, 2019 | 100 | 100 | |
Balance at Dec. 31, 2019 | $ 0 | (8,385) | $ (8,385) |
Balance (in shares) at Dec. 31, 2019 | 100 | 100 | |
Net income (loss) | 2,514 | $ 2,514 | |
Dividend to Parent | (30,823) | (30,823) | |
Balance at Sep. 30, 2020 | (18,609) | $ (307,794) | |
Balance (in shares) at Sep. 30, 2020 | 100 | 100 | |
Net income (loss) | $ (1,774) | ||
Balance at Sep. 30, 2020 | $ (18,609) | $ (307,794) | |
Balance (in shares) at Sep. 30, 2020 | 100 | 100 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 11,671 | $ 7,159 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 135 | 126 |
Deferred tax benefit | 269 | 655 |
Changes in assets and liabilities, net and other | ||
Increase in trade and other receivables | (1,429) | (1,488) |
Increase in current assets and other | (13) | |
Increase in accounts payable | 1,174 | 757 |
Increase in customer deposits | 17,227 | 10,376 |
Increase in other assets | (10) | |
Increase in accrued liabilities and deferred revenue | 6,165 | 8,787 |
Total adjustments | 23,528 | 19,203 |
Net cash used in operating activities | 35,199 | 26,362 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Property and equipment additions and other | (73) | |
Net cash provided by (used in) investing activities | (73) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of equipment loans | (84) | (62) |
Repayment to parent | (6,463) | |
Dividend to Parent | (10,776) | (8,396) |
Net cash provided by financing activities | (10,860) | (14,921) |
Net increase (decrease) in cash and cash equivalents | 24,339 | 11,368 |
Cash and cash equivalents at beginning of period | 14,593 | 3,225 |
Cash and cash equivalents at end of period | 38,932 | 14,593 |
DISCLOSURE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 38,932 | 14,593 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for: Interest | 6 | $ 8 |
Non-cash financing activities: | ||
Property and equipment financed by notes payable | $ 30 |
NATURE OF BUSINESS AND SUMMAR_4
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Covid‑19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through an increase in new patrons utilizing online gaming due to closures of land-based casinos and suspensions, postponement and cancellations of major sports seasons and sporting events, although sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. Land based casinos reopened during the quarter with significant restrictions, which eased over time. However, virus cases began to increase and restrictions were reinstituted. As a result, the ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist and the subsequent behavior of new patrons after land-based casinos reopen fully. Merger Transaction On June 28, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with LHGN HoldCo, LLC, a Delaware limited liability company and newly formed, wholly-owned subsidiary of Landcadia Holdings II, Inc. (Landcadia II), (“Landcadia HoldCo”). Pursuant to the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, our Parent through one of its subsidiaries, Landry’s Fertitta, LLC (“LF LLC”) will receive (i) 31,350,625 Class B membership interests in Lancadia HoldCo (the “HoldCo Class B Units”), (ii) 31,350,625 shares of a new, non-economic Class B Common Stock, par value $0.0001 per share of the newly combined company, which will entitle the holder to ten votes per share, subject to certain limitations, (iii) cash consideration in an amount of $30.0 million and (iv) the repayment of $150.0 million of the outstanding $300.0 million interest only term loan that was entered into on April 28, 2020, together with a related $24.0 million prepayment premium. Prior to the Closing, GNOG will convert into a limited liability company by merging with and into Golden Nugget Online Gaming, LLC, a New Jersey limited liability company and newly formed, wholly-owned subsidiary of GNOG Holdings (“GNOG LLC”), with GNOG LLC surviving as a direct, wholly-owned subsidiary of GNOG HoldCo. At the closing, the newly combined entities (“New GNOG”) will be organized in an “Up-C” structure in which substantially all the assets and the business of New GNOG will be held indirectly by Landcadia HoldCo, and New GNOG’s only direct assets will consist of Class A membership interests of Landcadia HoldCo. New GNOG’s business will continue to operate through GNOG LLC. New GNOG is expected to own approximately 54.1% of the combined membership interests in Landcadia HoldCo and will control Landcadia HoldCo as the sole manager of Landcadia HoldCo in accordance with the terms of the amended and restated limited liability agreement of Landcadia HoldCo to be entered into in connection with the Closing (the “HoldCo LLC Agreement”). LF LLC is expected to own approximately 45.9% of the combined membership interests in Landcadia HoldCo, but its membership interests will carry no voting rights. Beginning six months after the Closing, each HoldCo Class B Unit to be held by LF LLC will be redeemable by Landcadia HoldCo for either one share of Class A common stock, or at Landcadia HoldCo’s election, the cash equivalent to the market value of one share of Class A common stock pursuant to the HoldCo LLC Agreement. One share of the Class B common stock held by LF LLC will be canceled for each HoldCo Class B Unit redeemed. Landcadia HoldCo will own all of the equity interests in GNOG HoldCo, which will own all of the equity interests in GNOG LLC. Tilman J. Fertitta and Jeffries Financial Group Inc. (“JFG”) currently own 4,090,625 and 3,815,625, respectively, Class B founder shares in Landcadia II that will convert to Class A common shares upon consummation of the transaction, but following the forfeiture by JFG of two thirds of their Class B founder shares. Upon completion of the transaction, Mr. Fertitta and his affiliates will be beneficial owner of all of the outstanding shares of Class B common stock and will control the 79.9% of the voting power of New GNOG. Pursuant to Nasdaq rules, a company of which 50% of the voting power for the election of directors is held by an individual, a group or another company will qualify as a “controlled company”. As a “controlled company”, New GNOG will not be required to comply with certain Nasdaq rules that would otherwise require it to have: (i) a board of directors comprised of a majority of independent directors; (ii) compensation of its executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of independent directors or a nominating committee comprised solely of independent directors. The closing of the transaction is subject to certain conditions, including, among others, approval by Landcadia II’s stockholders of the Purchase Agreement, the transaction and certain other actions related thereto. The transaction is expected to close in the fourth quarter of 2020. Interim Financial Information The unaudited condensed financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. Therefore, these unaudited condensed financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 In management’s opinion, these unaudited condensed financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. Interim results for the nine months ended September 30, 2020 may not be indicative of the results that will be realized for the full year ending December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Golden Nugget Online Gaming, Inc. (“GNOG”, the “Company”, “we”, “our” or “us”) is an indirect subsidiary of Fertitta Entertainment, Inc. (“FEI or Parent”) which is wholly owned by Tilman J. Fertitta. We are authorized by the New Jersey Division of Gaming Enforcement (“DGE”) to operate interactive real money online gaming in New Jersey and are subject to the rules and regulations established by the DGE. We primarily operate real money online gaming within the State of New Jersey and are contracted to manage certain third parties that are also authorized to operate real money online gaming in New Jersey, for which we receive royalties and cost reimbursement. On April 28, 2020, Golden Nugget Atlantic City, LLC (“GNAC”) a wholly owned subsidiary of our Parent, conveyed its online gaming business to GNOG. Since the online gaming business and GNAC were under common control prior to the conveyance, the assets and liabilities of GNOG were all recorded at their historical book value as of the earliest period presented. All periods have been presented as if the conveyance occurred as of the earliest period presented and the results of operations and all disclosures are prepared accordingly. Basis of Presentation and Use of Estimates The financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on accounts and cash on hand. We consider short-term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. Amounts held in financial institutions are in excess of FDIC insurance limits. We have not experienced any losses in such account and believe we are not exposed to any significant risks on our cash in bank accounts. Pursuant to NJAC 13:69O‑1.3(k), a separate New Jersey bank account is maintained to segregate internet gaming patron’s funds on deposit, pending withdrawals, and active wagers. The balance in this account at December 31, 2019 and 2018 was $38.1 million and $14.6 million, respectively and is shown as restricted cash. Unrestricted cash balance at December 31, 2019 and 2018 was $0.8 million and $42 thousand, respectively. Accounts Receivable Receivables consist of amounts due from third party processors and online gaming operators. As of December 31, 2019, and 2018, there were $3.3 million and $2.3 million, respectively, due from gaming platform providers. Receivables are reviewed for collectability based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. For the years ended December 31, 2019 and 2018 there was no allowance for doubtful accounts. Accounts receivables are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively Customer Deposits Customer deposits are liabilities that relate to amounts received from customers and online betting operators and are required to be maintained to comply with regulatory requirements. As of December 31, 2019, and 2018, there were $29.2 million and $12.0 million, respectively, in deposits from customers and online gaming operators. Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. Revenue and Cost Recognition We recognize revenue for services when the services are performed and when we have no substantive performance obligations remaining. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of casino wins as revenue and our service provider’s share is reported in costs and expenses. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. We are contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate real money online gaming and sports betting in New Jersey, for which we receive royalties and cost reimbursement. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. Advertising Advertising costs are expensed as incurred during such year. Advertising expenses were $9.3 million and $8.2 million, in 2019 and 2018, respectively. Gaming Tax The Company remits monthly to the State of New Jersey a tax equal to 15% of gross internet gaming revenue and a tax equal to 13% of gross internet sports wagering revenue, as defined. As required by the provisions of the New Jersey Casino Control Act (the “Act”), New Jersey casino licensees must pay an investment alternative tax of 2.5% of gross casino revenues and 5.0% of internet gaming revenues as defined in the Act. However, pursuant to contracts with the New Jersey Casino Reinvestment Development Authority (“CRDA”), GNAC pays 1.25% of its gross casino revenues and 2.5% of internet gaming revenues to the CRDA (the “CRDA Payment”) to fund qualified investments as defined in the Act. Gaming tax expense was $10.0 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively. Income Taxes We are subject to a tax sharing agreement with certain FEI owned companies. We record tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. We follow the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We use a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
REVENUES FROM CONTRACTS WITH _7
REVENUES FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | ||
REVENUES FROM CONTRACTS WITH CUSTOMERS | 2. REVENUES FROM CONTRACTS WITH CUSTOMERS The following table summarizes revenues from our contracts disaggregated by revenue generating activity (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Casino gaming $ 22,938 $ 11,460 $ 59,890 $ 34,331 Market access and live dealer studio 2,301 1,538 6,319 4,338 Reimbursables 689 472 1,882 1,186 Total revenue $ 25,928 $ 13,470 $ 68,091 $ 39,855 Casino gaming revenue and reimbursable revenue is recognized at a point in time, while market access and live dealer studio revenue are earned over time. The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): September 30, December 31, 2020 2019 Receivables included in “Accounts receivable – trade and other” $ 4,154 $ 3,264 Contract assets $ — $ — Contract liabilities $ (9,848) $ (6,750) Significant changes in contract liabilities balances during 2020 and 2019 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Decrease due to recognition of revenue $ (453) $ (721) $ (1,775) $ (2,085) Increase due to cash received, excluding amounts recognized as revenue $ (261) $ — $ 4,873 $ — The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2020. The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ending December 31, 2020 (remaining) $ 757 2021 3,269 2022 2,633 Thereafter 3,189 $ 9,848 | 2. REVENUES FROM CONTRACTS WITH CUSTOMERS Effective January 1, 2018, we adopted Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective method. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaborative arrangements and financial instruments. Under ASC 606, an entity recognizes revenue when it transfers control of the promised goods or services to its customer, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. If control transfers to the customer over time, an entity selects a method to measure progress that is consistent with the objective of depicting its performance. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under the agreement, the following steps must be performed at contract inception: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. Real Money Online Gaming Our revenues are principally derived from real money online gaming, and are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. Market Access Agreements We have been contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate online casino wagering and online sports betting, for which we receive royalties. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. We generally receive monthly royalties that can be fixed amounts or based on a percentage of Net Gaming Revenues (as defined) (“NGR”), and in some cases we receive upfront minimum royalty payments for specified contract periods. Royalties owed by the customer in excess of these minimum royalty amounts are collected as earned. Some contracts call for a one-time non-refundable market access fee to be paid at the inception of the contract. Live Studio Broadcast License Agreements We have been contracted to manage multi-year live studio broadcast license agreements with authorized online gaming operators that provide for the use of the live table games that are broadcast from our studio at the Golden Nugget in Atlantic City, New Jersey. We receive royalties from the online gaming operators using the studio based on a percentage of gross gaming revenue (“GGR”). We also offer some “private tables” for which we receive a flat monthly fee in addition to a percentage of GGR and/or a share of costs. Reimbursable Revenue We receive partial or pro-rated reimbursements from our partners for the annual upfront initial or renewal permit fees charged by gaming authorities, other gaming related costs and expenses and certain specifically designated personnel costs incurred in connection with fulfilling our contracts. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and timing thereof is dependent on factors outside of our influence. Accordingly, reimbursable revenue is fully constrained and not included in the total transaction price until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. Loyalty Programs We have established promotions and a player’s club to encourage repeat business from frequent and active online gaming patrons. Members earn points based on gaming activity and such points can be redeemed for cash and free play into the patron’s online gaming account. The incentives earned by customers under these programs are based on their past play and represent separate performance obligations. Player club points generally expire within ninety days of patron inactivity. As player’s club points earned can be redeemed for cash, we defer 100% of the cash converted point balance as they are earned and record a reduction to casino gaming revenue. Deferred revenue liabilities from contracts related to our loyalty program included in accrued gaming and related taxes in our accompanying balance sheets was $25 thousand and $26 thousand as of December 31, 2019 and 2018, respectively. Disaggregation of Revenue The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Casino gaming $ 47,694 $ 38,827 Market access and live studio 5,903 2,615 Reimbursables 1,824 1,460 Total revenue 55,421 42,902 Casino gaming revenue and reimbursable revenue is recognized at a point in time, while market access and live studio revenue are earned over time. Contract Balances Accounts receivable are recognized when the right to consideration becomes unconditional based upon contractual billing schedules. Payment terms on invoiced amounts are payable upon receipt. Contract liabilities include payments received for initial set-up fees and upfront guaranteed minimum royalty fees, which are allocated to the overall performance obligation and recognized ratably over the initial term of the contract. The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): Year Ended December 31, 2019 2018 Receivables, which are included in “Accounts receivable – trade and other” $ 3,264 $ 2,270 Contract assets — — Contract liabilities (6,750) (9,462) Significant changes in contract assets and contract liabilities balances during 2019 and 2018 are as follows (in thousands): 2019 2018 Revenue recognized that was included in contract liabilities at beginning of period $ 2,712 $ 978 Increase in contract liabilities due to cash received, excluding amounts recognized as revenue — (7,625) Transaction Price Allocated to the Remaining Performance Obligation The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2019. The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ended December 31, 2020 2021 2022 Thereafter Total Revenue $ 2,113 $ 1,518 $ 1,233 $ 1,886 $ 6,750 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Expenditures for major renewals and betterments are capitalized while maintenance and repairs are expensed as incurred. We compute depreciation using the straight-line method. The estimated lives used in computing depreciation are generally as follows: buildings and improvements — 5 to 40 years; furniture, fixtures and equipment — 3 to 15 years; and leasehold improvements — shorter of the estimated useful life of the asset or lease term, including option periods where failure to renew results in economic penalty. Property and equipment is comprised of the following (in thousands): December 31, 2019 2018 Leasehold improvements $ 533 $ 533 Furniture, fixtures and equipment 565 535 1,098 1,068 Less – accumulated depreciation (378) (260) Property and equipment, net $ 720 $ 808 We review the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The recoverability of assets is measured by comparison of the estimated future undiscounted cash flows associated with the asset to the carrying amount of the asset. If such assets are considered to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the assets exceeds their value using Level 3 measurements. |
ACCRUED LIABILITIES_2
ACCRUED LIABILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
ACCRUED LIABILITIES | ||
ACCRUED LIABILITIES | 5. ACCRUED LIABILITIES Accrued gaming and related taxes are comprised of the following (in thousands): September 30, December 31, 2020 2019 Gaming related, excluding taxes 9,854 9,556 Taxes, other than payroll and income taxes 6,220 4,141 $ 16,074 $ 13,697 The gaming related accrual primarily consists of third party operators’ monies in excess of players’ cash gaming accounts, held by us, pending player withdrawals and open wagers. | 4. ACCRUED LIABILITIES Accrued liabilities are comprised of the following (in thousands): December 31, 2019 December 31, 2018 Gaming related, excluding taxes 9,556 2,961 Taxes, other than payroll and income taxes 4,141 2,255 $ 13,697 $ 5,216 The gaming related accrual primarily consists of third party operators’ monies, held by us in excess of players’ cash gaming accounts, pending withdrawals, and open wagers. |
STOCKHOLDER'S DEFICIT_2
STOCKHOLDER'S DEFICIT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
STOCKHOLDER'S DEFICIT | ||
STOCKHOLDER'S DEFICIT | 6. STOCKHOLDER’S DEFICIT On April 28, 2020, we entered into a term loan credit agreement that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 4, 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024 with substantially similar terms as our credit agreement. As of September 30, 2020, we had receivable from our parent totaling $108 thousand for additional capital contributions as provided for in the note receivable. We also received an advance from our parent of $7.1 million to pay the debt issuance costs associated with the term loan. During the nine months ended September, 2020 and 2019, we made dividend payments of $30.8 million and $5.7 million, respectively to our Parent. | 5. STOCKHOLDER’S DEFICIT During the years ended December 31, 2019 and 2018, we made dividend payments of $10.8 million and $8.4 million, respectively to our Parent. |
INCOME TAXES_2_3
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
INCOME TAXES | 6. INCOME TAXES The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017 with an effective date of January 1, 2018. The Tax Act lowered the federal statutory tax rate from 35% to 21% effective January 1, 2018. The enactment date occurred prior to the end of 2017 and therefore the federal statutory tax rate changes stipulated by the Tax Act were reflected in the prior year. Our deferred tax position is a net asset, and as a result, the reduction in the federal statutory tax rate resulted in a non-cash adjustment to our net deferred tax balance of $0.7 million with a corresponding decrease to the provision for income taxes in the fourth quarter of 2018. An analysis of the provision (benefit) for income taxes for continuing operations for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current income taxes $ 6,225 $ 4,873 Deferred income tax benefit (265) (165) Provision for income taxes $ 5,960 $ 4,708 Our effective tax rate, for the years ended December 31, 2019 and 2018, differs from the federal statutory rate as follows: 2019 2018 Statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 12.8 % 18.7 % 33.8 % 39.7 % Deferred income tax assets and liabilities as of December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Deferred tax assets: Accruals and other $ 2,428 $ 2,721 2,428 2,721 Deferred tax liabilities – property and other (58) (81) Net deferred tax asset $ 2,370 $ 2,640 As of December 31, 2019, we had approximately $0.5 million of unrecognized tax liability, including $0.5 million of interest, which represents the amount of unrecognized tax liability that, if recognized, would unfavorably effect our income tax rate in future periods. There were no material changes in unrecognized benefits for the year ended December 31, 2019. Based on the current status of examinations, it is not possible to estimate the future impact, if any, to uncertain tax positions recorded at December 31, 2019. Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2019 2018 Balance at beginning of year $ 329 $ 198 Additions based on tax positions related to the current year 131 131 Balance at end of year $ 460 $ 329 We are subject to income taxes in U.S. federal and state jurisdictions. We have concluded all U.S. federal income tax matters for years through 2015. There are no material federal or current state audits. All material state and local income tax matters have been concluded for years through 2014. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Casino Reinvestment Development Authority Obligation Pursuant to the contract with the CRDA, GNAC is required to make quarterly deposits with the CRDA to satisfy their investment obligations. We pay GNAC for our portion of their CRDA obligations. For the three months and nine months ended September 30, 2020 and 2019, we expensed $0.7 million, $1.9 million, $0.4 million and $1.1 million to gaming taxes respectively, for our portion of the CRDA Payments. Contractual Obligations We have entered into a number of agreements for advertising, licensing, market access, technology and other services pursuant to which we are committed to pay $12.5 million, including $5.5 million in 2020, $4.3 million in 2021, and $2.8 million thereafter. Litigation and Claims The Company may be party to other ordinary and routine litigation incidental to our business. After consulting legal counsel, we do not believe that the outcome of any such litigation will have a material effect on our financial position, results of operations, or cash flows. Tax Sharing Agreement We are included in the consolidated tax return of FEI pursuant to a tax sharing agreement. On July 21, 2020, FEI was informed by the IRS that the years 2017 and 2018 tax returns are under audit. Under the tax sharing agreement, we will be responsible for any audit adjustments arising from the audit that are attributable to our business activities. An opening conference was held of September 22, 2020 where administrative matters were discussed. While we are only in the initial stages, we do not believe that the outcome of any such audit will have a material effect on our financial position, results of operations, or cash flows. | 7. COMMITMENTS AND CONTINGENCIES Casino Reinvestment Development Authority Obligation Pursuant to the contract with the CRDA, GNAC is required to make quarterly deposits with the CRDA to satisfy their investment obligations. We pay GNAC for our portion of their CRDA obligations. For the years ended December 31, 2019 and 2018, we charged $1.5 million and $1.2 million to gaming taxes respectively, for our portion of the CRDA Payments. Purchase Obligations As of December 31, 2019, we had purchase obligations to suppliers totaling $0.6 million related to advertising commitments. Litigation and Claims The Company may be party to other ordinary and routine litigation incidental to our business. We believe it is remote that the outcome of any such litigation will have a material effect on our financial position, results of operations, or cash flows. |
CERTAIN TRANSACTIONS
CERTAIN TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions Disclosure [Text Block] | 8. RELATED PARTIES We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $58 thousand, $69 thousand, $172 thousand and $172 thousand under the agreements for the three months and nine months ended September 30, 2020 and 2019. On April 27, 2020, we entered into an Online Gaming Operations Agreement with an affiliate, GNAC. The agreement grants us the right to host, manage, control, operate, support and administer online gaming services under GNAC’s operating licenses. The agreement also grants us the right to use the Golden Nugget trademark in connection with our online gaming operations. Under the terms of these agreements, we will pay a monthly royalty equal to 3% of net gaming revenue as defined. The agreements provide for a five-year term and a renewable five-year option. We expensed $0.8 million for the nine months and $0.5 million three months ended September 30, 2020 pursuant to this agreement. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. | 8. CERTAIN TRANSACTIONS We have entered into an Online Gaming Operations Agreement, Live Dealer Lease, Trademark License Agreement and a Shared Services Agreements (SSA’s) with affiliates. Pursuant to the respective agreements, the parties agree to cooperatively develop and implement joint programs for the procurement and implementation of certain products and services including insurance and risk management, legal, information technology, entertainment, general purchasing, financial planning and accounting, human resources and employee benefit administration, marketing, strategic and tactical business planning, retail and executive management. The SSA’s provide for the reimbursement of expenses if either party incurs costs in excess of its proportional share. We expensed $250 thousand and $177 thousand under the agreements for the years ended December 31, 2019 and 2018. See Note 9. The foregoing agreements were entered into between related parties and were not the result of arm’s-length negotiations. Accordingly, the terms of the transactions may have been more or less favorable than might have been obtained from unaffiliated third parties. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
SUBSEQUENT EVENTS | ||
SUBSEQUENT EVENTS | 9. SUBSEQUENT EVENTS We have evaluated subsequent events through January 22, 2021, which is the date our financial statements were available to be issued. On November 18, 2020, we entered into a definitive agreement with Danville Development, LLC (“Danville Development”) for market access to the State of Illinois. Under the definitive agreement, GNOG holds the exclusive right to offer online sports wagering and, if permitted by law in the future, online casino wagering. In addition, GNOG has committed to cause to be provided a mezzanine loan in the amount of $30 million to Danville Development for the development and construction of the Casino. This market access agreement is for a term of 20 years and requires GNOG to pay Danville Development a percentage of its online net gaming revenue, subject to minimum royalty payments over the term. Danville Development is a joint venture between Wilmot Gaming Illinois, LLC and GN Danville, LLC, a wholly owned subsidiary of Golden Nugget, LLC and an affiliate of GNOG, formed to build a new Golden Nugget branded casino in Danville, Illinois, pending obtaining all regulatory approvals. On November 20, 2020, we entered into a definitive agreement with Greenbrier Hotel Corporation (“GBR”) for market access to the state of West Virginia. Under the definitive agreement, GNOG holds the right to offer online sports wagering and online casino wagering. This market access agreement is for a term of 10 years and requires GNOG to pay GBR a percentage of its online net gaming revenue, subject to minimum royalty payments over the term. On December 29, 2020, we completed the merger transaction discussed in Note 1. | 9. SUBSEQUENT EVENTS We have evaluated subsequent events through June 26, 2020, which is the date our financial statements were available to be issued. On April 27, 2020, we entered into an Online Gaming Operations Agreement with an affiliate, GNAC. The agreement grants us the right to host, manage, control, operate, support and administer online gaming services under GNAC’s operating licenses. The agreement also grants us the right to use the Golden Nugget trademark in connection with our online gaming operations. Under the terms of these agreements, we will pay a monthly royalty equal to 3% of net gaming revenue defined as GGR less free play, gaming tax, Know-Your-Customer fees, geolocation fees, and payment processing fees. The agreements provide for a five-year term and a renewable five-year option. On April 28, 2020, we entered into a credit agreement, that is guaranteed by our indirect parent, comprised of a $300.0 million interest only term loan due October 2023. Proceeds received from the term loan were sent to our indirect Parent, who issued us a note receivable due October 2024. The term loan and associated note receivable both bear interest at libor plus 12%. The term loan is secured by the note receivable which effectively, but indirectly provides pari passu security interest with the Golden Nugget, LLC senior secured credit facility. On June 17, 2020, we entered into a market access agreement with Keweenaw Bay Indian Community, a federally recognized Indian tribe (“KBIC”) pursuant to which KBIC shall grant us (a) the right operate a “Golden Nugget” branded online casino (including, at our discretion, online poker) and online sportsbook in the State of Michigan under KBIC’s casino license held in connection with KBIC’s ownership of the Ojibwa Casinos located in Baraga, Michigan and Marquette, Michigan. The initial term is fifteen years with an optional ten year renewal period. During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID‑19). The pandemic has significantly impacted the economic conditions around the world, accelerating during the last half of March 2020, as federal, state and local governments react to the public health crisis. The direct impact on us is primarily through suspensions, postponement and cancellations of major sports seasons and sporting events. Sports betting accounted for less than 1% of our revenues for 2019. The status of most of these sporting events is they are postponed or unknown as to when they will restart. At the same time, the closures of casino facilities has caused an increase in new patrons utilizing online gaming. The ultimate impact of this pandemic on our financial and operating results is unknown and will depend, in part, on the length of time that these disruptions exist. |
NATURE OF BUSINESS AND SUMMAR_5
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the period reported. Actual results could differ from those estimates. | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on accounts and cash on hand. We consider short-term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. Amounts held in financial institutions are in excess of FDIC insurance limits. We have not experienced any losses in such account and believe we are not exposed to any significant risks on our cash in bank accounts. Pursuant to NJAC 13:69O‑1.3(k), a separate New Jersey bank account is maintained to segregate internet gaming patron’s funds on deposit, pending withdrawals, and active wagers. The balance in this account at December 31, 2019 and 2018 was $38.1 million and $14.6 million, respectively and is shown as restricted cash. Unrestricted cash balance at December 31, 2019 and 2018 was $0.8 million and $42 thousand, respectively. | |
Accounts Receivable | Accounts Receivable Receivables consist of amounts due from third party processors and online gaming operators. As of December 31, 2019, and 2018, there were $3.3 million and $2.3 million, respectively, due from gaming platform providers. Receivables are reviewed for collectability based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. For the years ended December 31, 2019 and 2018 there was no allowance for doubtful accounts. Accounts receivables are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.2 million and $0.1 million for the years ended December 31, 2019 and 2018, respectively | |
Customer Deposits | Customer Deposits Customer deposits are liabilities that relate to amounts received from customers and online betting operators and are required to be maintained to comply with regulatory requirements. As of December 31, 2019, and 2018, there were $29.2 million and $12.0 million, respectively, in deposits from customers and online gaming operators. | |
Financial Instruments | Financial Instruments GAAP establishes a hierarchy for fair value measurements, such that Level 1 measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, Level 2 measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and Level 3 measurements include those that are unobservable and of a highly subjective measure. | |
Revenue and Cost Recognition | Revenue and Cost Recognition We recognize revenue for services when the services are performed and when we have no substantive performance obligations remaining. Online real money gaming revenues are measured by the aggregate net difference between gaming wins and losses and recorded as Casino gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of casino wins as revenue and our service provider’s share is reported in costs and expenses. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental amount of progressive jackpots as the progressive game is played, and the progressive jackpot amount increases, with a corresponding reduction to casino revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of casino gaming revenue. We are contracted to manage multi-year market access agreements with online gaming operators that are authorized to operate real money online gaming and sports betting in New Jersey, for which we receive royalties and cost reimbursement. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized over the term of the contract as the performance obligations are satisfied. | |
Advertising | Advertising Advertising costs are expensed as incurred during such year. Advertising expenses were $9.3 million and $8.2 million, in 2019 and 2018, respectively. | |
Gaming Tax | Gaming Tax The Company remits monthly to the State of New Jersey a tax equal to 15% of gross internet gaming revenue and a tax equal to 13% of gross internet sports wagering revenue, as defined. As required by the provisions of the New Jersey Casino Control Act (the “Act”), New Jersey casino licensees must pay an investment alternative tax of 2.5% of gross casino revenues and 5.0% of internet gaming revenues as defined in the Act. However, pursuant to contracts with the New Jersey Casino Reinvestment Development Authority (“CRDA”), GNAC pays 1.25% of its gross casino revenues and 2.5% of internet gaming revenues to the CRDA (the “CRDA Payment”) to fund qualified investments as defined in the Act. Gaming tax expense was $10.0 million and $8.5 million for the years ended December 31, 2019 and 2018, respectively. | |
Income Taxes | Income Taxes We are subject to a tax sharing agreement with certain FEI owned companies. We record tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. We follow the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are realized or liabilities are settled. A valuation allowance reduces deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. We use a recognition threshold of more-likely-than-not, and a measurement attribute for all tax positions taken or expected to be taken on a tax return, in order to be recognized in the financial statements. Accordingly, we report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. | |
Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU’) 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. | Adopted Accounting Pronouncements On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014‑09 “Revenue from Contracts with Customers (Topic 606).” ASU 2014‑09 provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance. Under ASU 2014‑09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. The standard also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The adoption of this standard in 2018 did not have a material impact on our financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update provides guidance on the income tax consequences of an intra-entity transfer of an asset other than inventory. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim reporting periods within annual periods after December 15, 2019. Early adoption is permitted for any entity as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. We adopted this standard in 2019 and it did not have a material impact our financial statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” This guidance requires recognition of most lease liabilities on the balance sheet to give investors, lenders, and other financial statement users a more comprehensive view of a company’s long-term financial obligations, as well as the assets it owns versus leases. ASU 2016‑02 will be effective for fiscal years beginning after December 15, 2021, and for interim periods within annual periods after December 15, 2022. In July 2018, the FASB issued ASU 2018‑11 making transition requirements less burdensome. The standard provides an option to apply the transition provisions of the new standard at its adoption date instead of at the earliest comparative period presented in the Company’s financial statements. We are currently evaluating the impact that this guidance will have on our financial statements as well as the expected adoption method. We do not believe the adoption of this standard will have a material impact on our financial statements. In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement.” This update modifies fair value measurement disclosure requirements including (i) removing certain disclosure requirements such as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) modifying certain disclosure requirements, and (iii) adding certain disclosure requirements such as changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We do not believe this standard will materially impact our financial statements. |
REVENUES FROM CONTRACTS WITH _8
REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | ||
Schedule of revenues from contracts disaggregated by revenue generating activity | The following table summarizes revenues from our contracts disaggregated by revenue generating activity (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Casino gaming $ 22,938 $ 11,460 $ 59,890 $ 34,331 Market access and live dealer studio 2,301 1,538 6,319 4,338 Reimbursables 689 472 1,882 1,186 Total revenue $ 25,928 $ 13,470 $ 68,091 $ 39,855 | The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the years ended December 31, 2019 and 2018 (in thousands): Year Ended December 31, 2019 2018 Casino gaming $ 47,694 $ 38,827 Market access and live studio 5,903 2,615 Reimbursables 1,824 1,460 Total revenue 55,421 42,902 |
Schedule of information about receivables, contract assets and contract liabilities related to contracts with customers and significant changes in contract assets and liabilities balances | The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): September 30, December 31, 2020 2019 Receivables included in “Accounts receivable – trade and other” $ 4,154 $ 3,264 Contract assets $ — $ — Contract liabilities $ (9,848) $ (6,750) Significant changes in contract liabilities balances during 2020 and 2019 are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Decrease due to recognition of revenue $ (453) $ (721) $ (1,775) $ (2,085) Increase due to cash received, excluding amounts recognized as revenue $ (261) $ — $ 4,873 $ — | The following table provides information about receivables, contract assets and contract liabilities related to contracts with customers (in thousands): Year Ended December 31, 2019 2018 Receivables, which are included in “Accounts receivable – trade and other” $ 3,264 $ 2,270 Contract assets — — Contract liabilities (6,750) (9,462) Significant changes in contract assets and contract liabilities balances during 2019 and 2018 are as follows (in thousands): 2019 2018 Revenue recognized that was included in contract liabilities at beginning of period $ 2,712 $ 978 Increase in contract liabilities due to cash received, excluding amounts recognized as revenue — (7,625) |
Schedule of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) | . The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ending December 31, 2020 (remaining) $ 757 2021 3,269 2022 2,633 Thereafter 3,189 $ 9,848 | The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ended December 31, 2020 2021 2022 Thereafter Total Revenue $ 2,113 $ 1,518 $ 1,233 $ 1,886 $ 6,750 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | Property and equipment is comprised of the following (in thousands): December 31, 2019 2018 Leasehold improvements $ 533 $ 533 Furniture, fixtures and equipment 565 535 1,098 1,068 Less – accumulated depreciation (378) (260) Property and equipment, net $ 720 $ 808 |
ACCRUED LIABILITIES (Tables)_2
ACCRUED LIABILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
ACCRUED LIABILITIES | ||
Schedule of accrued liabilities | Accrued gaming and related taxes are comprised of the following (in thousands): September 30, December 31, 2020 2019 Gaming related, excluding taxes 9,854 9,556 Taxes, other than payroll and income taxes 6,220 4,141 $ 16,074 $ 13,697 | Accrued liabilities are comprised of the following (in thousands): December 31, 2019 December 31, 2018 Gaming related, excluding taxes 9,556 2,961 Taxes, other than payroll and income taxes 4,141 2,255 $ 13,697 $ 5,216 |
INCOME TAXES (Tables)_2_3
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of analysis of provision (benefit) for income taxes | An analysis of the provision (benefit) for income taxes for continuing operations for the years ended December 31, 2019 and 2018 is as follows (in thousands): 2019 2018 Current income taxes $ 6,225 $ 4,873 Deferred income tax benefit (265) (165) Provision for income taxes $ 5,960 $ 4,708 |
Schedule of effective tax rate | 2019 2018 Statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 12.8 % 18.7 % 33.8 % 39.7 % |
Schedule of deferred income tax assets and liabilities | Deferred income tax assets and liabilities as of December 31, 2019 and 2018 are comprised of the following (in thousands): 2019 2018 Deferred tax assets: Accruals and other $ 2,428 $ 2,721 2,428 2,721 Deferred tax liabilities – property and other (58) (81) Net deferred tax asset $ 2,370 $ 2,640 |
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 2019 2018 Balance at beginning of year $ 329 $ 198 Additions based on tax positions related to the current year 131 131 Balance at end of year $ 460 $ 329 |
NATURE OF BUSINESS AND SUMMAR_6
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Restricted cash | $ 38,086 | $ 14,551 | |
Cash and cash equivalents | 846 | 42 | $ 3,612 |
Due from third parties | 3,300 | 2,300 | |
Allowance for doubtful accounts | 0 | 0 | |
Amounts written off | 200 | 100 | |
Deposits from customers and online gaming operators | 29,200 | 12,000 | |
Advertising expenses | 9,300 | 8,200 | |
Gaming tax expense | $ 10,000 | $ 8,500 | |
Casino [Member] | |||
Revenue from customers (as percentage) | 100.00% | ||
Investment alternative tax | 2.50% | ||
Casino [Member] | GNAC | |||
Investment alternative tax | 1.25% | ||
Internet gaming | |||
Monthly remittance of tax on internet gaming revenue (as percentage) | 15.00% | ||
Investment alternative tax | 5.00% | ||
Internet gaming | GNAC | |||
Investment alternative tax | 2.50% | ||
Internet sports wagering | |||
Monthly remittance of tax on internet gaming revenue (as percentage) | 13.00% |
REVENUES FROM CONTRACTS WITH _9
REVENUES FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | |
Deferral percentage of cash converted point balance | 100.00% | ||
Deferred revenue liabilities | $ 2,113 | $ 3,322 | $ 2,836 |
Accrued gaming and related taxes | |||
Deferred revenue liabilities | $ 25 | $ 26 |
REVENUES FROM CONTRACTS WITH_10
REVENUES FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 25,928 | $ 13,470 | $ 68,091 | $ 39,855 | $ 55,421 | $ 42,902 |
Technology Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 22,938 | 11,460 | 59,890 | 34,331 | 47,694 | 38,827 |
Service, Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 2,990 | 2,010 | 8,201 | 5,524 | 7,727 | 4,075 |
Market access and live dealer studio | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | 2,301 | 1,538 | 6,319 | 4,338 | 5,903 | 2,615 |
Reimbursables | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 689 | $ 472 | $ 1,882 | $ 1,186 | $ 1,824 | $ 1,460 |
REVENUES FROM CONTRACTS WITH_11
REVENUES FROM CONTRACTS WITH CUSTOMERS - Receivables, contract assets and contract liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
REVENUES FROM CONTRACTS WITH CUSTOMERS | |||
Receivables included in "Accounts receivable - trade and other" | $ 4,154 | $ 3,264 | $ 2,270 |
Contract liabilities | $ (9,848) | $ (6,750) | $ (9,462) |
REVENUES FROM CONTRACTS WITH_12
REVENUES FROM CONTRACTS WITH CUSTOMERS - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in contract assets and liabilities balances | ||||||
Revenue recognized that was included in contract liabilities at beginning of period | $ (453) | $ (721) | $ (1,775) | $ (2,085) | $ 2,712 | $ 978 |
Increase in contract liabilities due to cash received, excluding amounts recognized as revenue | $ (261) | $ 4,873 | $ (7,625) |
REVENUES FROM CONTRACTS WITH_13
REVENUES FROM CONTRACTS WITH CUSTOMERS - Transaction Price Allocated to the Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 9,848 | $ 6,750 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 2,113 | |
Period of revenue expected to be recognized | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 757 | |
Period of revenue expected to be recognized | 3 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 3,269 | $ 1,518 |
Period of revenue expected to be recognized | 12 months | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 2,633 | $ 1,233 |
Period of revenue expected to be recognized | 12 months | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue | $ 3,189 | $ 1,886 |
Period of revenue expected to be recognized | 12 months | 12 months |
PROPERTY AND EQUIPMENT - Estima
PROPERTY AND EQUIPMENT - Estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Minimum | Buildings and improvements | |
Property and equipment | |
Estimated useful lives | 5 years |
Minimum | Furniture,fixtures and equipment | |
Property and equipment | |
Estimated useful lives | 3 years |
Maximum [Member] | Buildings and improvements | |
Property and equipment | |
Estimated useful lives | 40 years |
Maximum [Member] | Furniture,fixtures and equipment | |
Property and equipment | |
Estimated useful lives | 15 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment | |||
Property and equipment, Gross | $ 1,098 | $ 1,068 | |
Less - accumulated depreciation | (378) | (260) | |
Property and equipment, net | $ 606 | 720 | 808 |
Leasehold Improvements [Member] | |||
Property and equipment | |||
Property and equipment, Gross | 533 | 533 | |
Furniture,fixtures and equipment | |||
Property and equipment | |||
Property and equipment, Gross | $ 565 | $ 535 |
ACCRUED LIABILITIES (Details)_2
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ACCRUED LIABILITIES | |||
Gaming related, excluding taxes | $ 9,854 | $ 9,556 | $ 2,961 |
Taxes, other than payroll and income taxes | 6,220 | 4,141 | 2,255 |
Total | $ 16,074 | $ 13,697 | $ 5,216 |
STOCKHOLDER'S DEFICIT (Detail_2
STOCKHOLDER'S DEFICIT (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
STOCKHOLDER'S DEFICIT | ||||
Dividend paid to parent | $ 30,823 | $ 5,698 | $ 10,800 | $ 8,400 |
INCOME TAXES - Analysis of the
INCOME TAXES - Analysis of the provision (benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||||||
Current income taxes | $ 6,225 | $ 4,873 | ||||
Deferred income tax benefit | (265) | (165) | ||||
Income Tax Expense (Benefit), Total | $ (1,376) | $ 1,345 | $ 914 | $ 4,435 | $ 5,960 | $ 4,708 |
INCOME TAXES - Effective tax ra
INCOME TAXES - Effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Statutory rate | 21.00% | 21.00% | 35.00% |
State income tax, net of federal tax benefit | 12.80% | 18.70% | |
Total | 33.80% | 39.70% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Accruals and other | $ 2,428 | $ 2,721 |
Total | 2,428 | 2,721 |
Deferred tax liabilities - property and other | (58) | (81) |
Total | $ 2,370 | $ 2,640 |
INCOME TAXES - Unrecognized tax
INCOME TAXES - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Unrecognized tax benefits | ||
Balance at beginning of year | $ 329 | $ 198 |
Additions based on tax positions related to the current year | 131 | 131 |
Balance at end of year | $ 460 | $ 329 |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | ||||
Statutory rate | 21.00% | 21.00% | 35.00% | |
Non cash adjustments to deferred tax | $ 700 | |||
Unrecognized tax liability | $ 329 | $ 460 | $ 329 | $ 198 |
Unrecognized tax liability, interest amount | $ 500 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | ||||||
Amount charged for gaming taxes | $ 0.7 | $ 1.9 | $ 0.4 | $ 1.1 | $ 1.5 | $ 1.2 |
Contractual obligations | $ 12.5 | $ 12.5 | $ 0.6 |
CERTAIN TRANSACTIONS (Details)
CERTAIN TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions | ||
Reimbursement expenses | $ 250 | $ 177 |
SUBSEQUENT EVENTS (Details)_2
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Jun. 17, 2020 | Apr. 28, 2020 | Apr. 27, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
SUBSEQUENT EVENTS | ||||||
Long term debt interest amount | $ 300,000 | $ 300,000 | $ 0 | |||
GNAC | ||||||
SUBSEQUENT EVENTS | ||||||
Monthly royalty fee (as percentage ) | 3.00% | |||||
Agreement term | 5 years | |||||
Renewable term | 5 years | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
SUBSEQUENT EVENTS | ||||||
Spread rate | 12.00% | 12.00% | ||||
Subsequent event | ||||||
SUBSEQUENT EVENTS | ||||||
Long term debt interest amount | $ 300,000 | |||||
Sports betting revenue accounted under COVID 19 (as percentage) | 1.00% | |||||
Subsequent event | KBIC | ||||||
SUBSEQUENT EVENTS | ||||||
Agreement term | 15 years | |||||
Renewable term | 10 years | |||||
Subsequent event | GNAC | ||||||
SUBSEQUENT EVENTS | ||||||
Monthly royalty fee (as percentage ) | 3.00% | |||||
Agreement term | 5 years | |||||
Renewable term | 5 years | |||||
Subsequent event | London Interbank Offered Rate (LIBOR) [Member] | ||||||
SUBSEQUENT EVENTS | ||||||
Spread rate | 12.00% |