Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Golden Nugget Online Gaming, Inc. | ||
Entity Central Index Key | 0001768012 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-38893 | ||
Entity Tax Identification Number | 83-3593048 | ||
Entity Address, Address Line One | 1510 West Loop South | ||
Entity Address, City or Town | Houston | ||
Entity Address, Postal Zip Code | 77027 | ||
Entity Address, State or Province | TX | ||
City Area Code | 713 | ||
Local Phone Number | 850-1010 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value | ||
Trading Symbol | GNOG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 541,992,765 | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Melville, NY | ||
Class A common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 46,878,464 | ||
Class B common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 31,657,545 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 112,743 | $ 77,862 |
Restricted cash | 56,546 | 54,570 |
Accounts receivable - trade and other | 12,332 | 6,372 |
Income taxes receivable | 685 | 685 |
Receivable from affiliate | 298 | |
Other current assets | 1,009 | 938 |
Total current assets | 183,613 | 140,427 |
Property and equipment, net | 2,468 | 606 |
Deferred tax assets | 40,984 | 34,716 |
Other assets, net | 30,686 | 2,976 |
Total assets | 257,751 | 178,725 |
Liabilities | ||
Accounts payable | 19,946 | 10,061 |
Accrued salary and payroll taxes | 616 | 2,946 |
Accrued gaming and related taxes | 17,382 | 16,716 |
Payable to an affiliate | 2,757 | |
Interest payable | 50 | 54 |
Deferred revenue - current | 3,329 | 3,269 |
Current portion of long-term debt | 622 | |
Customer deposits | 47,545 | 44,250 |
Total current liabilities | 89,490 | 80,053 |
Long-term debt | 134,977 | 141,727 |
Tax receivable agreement liability | 24,166 | 23,334 |
Warrant derivative liabilities | 27,828 | 176,359 |
Deferred revenue - long-term | 3,189 | 5,821 |
Total liabilities | 279,650 | 427,294 |
Commitments and contingencies (Note 11) | ||
Redeemable non-controlling interests | 314,993 | 617,607 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | ||
Additional paid-in capital | 164,515 | |
Accumulated deficit | (501,353) | (866,183) |
Total controlling interest stockholders' equity | (336,830) | (866,176) |
Non-controlling interest | (62) | |
Total deficit | (336,892) | (866,176) |
Total liabilities and deficit | 257,751 | 178,725 |
Class A common stock | ||
Stockholders' deficit | ||
Common stock | 5 | 4 |
Class B common stock | ||
Stockholders' deficit | ||
Common stock | $ 3 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock authorized | 1,000,000 | 1,000,000 |
Preferred stock issued | 0 | 0 |
Preferred stock outstanding | 0 | 0 |
Common stock issued | 31,625,000 | |
Common stock outstanding | 31,625,000 | |
Class A common stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized | 220,000,000 | 220,000,000 |
Common stock issued | 46,727,317 | 36,982,320 |
Common stock outstanding | 46,727,317 | 36,982,320 |
Class B common stock | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized | 50,000,000 | 50,000,000 |
Common stock issued | 31,657,545 | 31,350,625 |
Common stock outstanding | 31,657,545 | 31,350,625 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Total revenue | $ 128,244 | $ 91,120 | $ 55,421 |
Costs and expenses | |||
Cost of revenue | 61,198 | 36,531 | 22,318 |
Advertising and promotion | 61,656 | 17,468 | 9,291 |
General and administrative expense | 28,814 | 8,302 | 6,040 |
Merger and Acquisition Transaction related expenses | 6,332 | 4,137 | |
Depreciation and amortization | 255 | 190 | 135 |
Total costs and expenses | 158,255 | 66,628 | 37,784 |
Operating income (loss) | (30,011) | 24,492 | 17,637 |
Other expense (income) | |||
Interest expense, net | 21,192 | 38,492 | 6 |
Gain on warrant derivative | (105,213) | (39,586) | |
Other expense | 409 | 25,384 | |
Total other expense (income) | (83,612) | 24,290 | 6 |
Income before income taxes | 53,601 | 202 | 17,631 |
Provision for income taxes | (4,276) | (7,651) | 5,960 |
Net income | 57,877 | 7,853 | 11,671 |
Net loss attributable to non-controlling interests | 21,693 | 17,350 | |
Net income attributable to GNOG | $ 79,570 | $ 25,203 | 11,671 |
Earnings (loss) per share: | |||
Basic | $ 1.76 | $ 0.67 | |
Diluted | $ (0.60) | $ (0.42) | |
Weighted-average number of common shares outstanding: | |||
Basic | 45,299 | 36,982 | |
Diluted | 78,941 | 76,894 | |
Gaming | |||
Revenues | |||
Total revenue | $ 113,352 | $ 79,919 | 47,694 |
Other | |||
Revenues | |||
Total revenue | $ 14,892 | $ 11,201 | $ 7,727 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Class A common stockCommon Stock | Class B common stockCommon Stock | Additional Paid-in Capital | Accumulated Deficit | Note From Parent of Old GNOG | Non-controlling interests | Redeemable Non-controlling Interests | Total |
Balance at Dec. 31, 2018 | $ (9,280) | $ (9,280) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 11,671 | 11,671 | ||||||
Dividend to parent of Old GNOG | (10,776) | (10,776) | ||||||
Balance at Dec. 31, 2019 | (8,385) | (8,385) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income prior to Acquisition Transaction | 415 | 415 | ||||||
Net income (loss) post Acquisition Transaction | 24,788 | $ (17,350) | 24,788 | |||||
Acquisition transaction, recapitalization | $ 4 | $ 3 | $ 61,385 | (288,545) | $ 289,920 | (9,089) | 62,767 | |
Acquisition Transaction recapitalization (in shares) | 36,982 | 31,351 | ||||||
Stock-based compensation | 35 | 35 | ||||||
Adjustment of redeemable non-controlling interests to redemption value | (61,420) | (582,626) | 644,046 | (644,046) | ||||
Note receivable from parent of Old GNOG | (288,000) | (288,000) | ||||||
Contribution from parent of Old GNOG | 18,712 | $ (1,920) | 16,792 | |||||
Dividend to parent of Old GNOG | (30,542) | (30,542) | ||||||
Balance at Dec. 31, 2020 | $ 4 | $ 3 | (866,183) | 617,607 | (866,176) | |||
Balance (in shares) at Dec. 31, 2020 | 36,982 | 31,351 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 79,570 | $ (62) | (21,631) | 79,508 | ||||
Warrant exercises, net | $ 1 | 153,411 | 153,412 | |||||
Warrant exercises, net (in shares) | 9,584 | |||||||
Contributions from LF LLC | 4,277 | |||||||
Contributions from LF LLC (in shares) | 307 | |||||||
RSUs vested, net of shares withheld for taxes | (889) | (889) | ||||||
RSUs vested, net of shares withheld for taxes (in shares) | 161 | |||||||
Stock-based compensation | 11,993 | 11,993 | ||||||
Adjustment of redeemable non-controlling interests to redemption value | 285,260 | (285,260) | 285,260 | |||||
Dividend to parent of Old GNOG | 0 | |||||||
Balance at Dec. 31, 2021 | $ 5 | $ 3 | $ 164,515 | $ (501,353) | $ (62) | $ 314,993 | $ (336,892) | |
Balance (in shares) at Dec. 31, 2021 | 46,727 | 31,658 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income | $ 57,877 | $ 7,853 | $ 11,671 |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 255 | 190 | 135 |
Stock-based compensation | 11,993 | 35 | |
Gain on warrant derivative | (105,213) | (39,586) | |
Gain on tax receivable liability and other | (1,214) | ||
Deferred tax provision | (4,276) | (10,050) | 269 |
Amortization of debt issuance costs, discounts and other | 4,782 | 37,192 | |
Changes in assets and liabilities, net and other: | |||
Accounts receivable - trade and other | (5,960) | (1,478) | (1,429) |
Income taxes receivable | (685) | ||
Other assets | (27,461) | (3,616) | (13) |
Accounts payable | 9,885 | 6,153 | 1,174 |
Accrued liabilities and other | (1,664) | 4,258 | 8,876 |
Payable to / receivable from an affiliate, net | (2,898) | 2,757 | |
Interest payable | (4) | 54 | |
Deferred revenue | (2,572) | 2,365 | (2,711) |
Customer deposits | 3,295 | 15,040 | 17,227 |
Net cash (used in) provided by operating activities | (63,175) | 20,482 | 35,199 |
Cash flows from investing activities | |||
Property and equipment additions | (1,079) | (59) | |
Net cash used in investing activities | (1,079) | (59) | |
Cash flows from financing activities | |||
Proceeds from term loan, net of discount | 288,000 | ||
Repayment of term loan | (12,237) | (175,384) | |
Note from parent of Old GNOG treated as a distribution in the recapitalization | (288,000) | ||
Payment of equipment notes | (32) | (74) | (84) |
Cash received in the Acquisition Transaction | 270,366 | ||
Payment of debt issuance costs | (8,081) | ||
Cash received from warrant exercises, net | 110,068 | ||
Contribution from LF, LLC | 4,277 | ||
Shares withheld to pay taxes on vesting RSUs | (965) | ||
Dividend to parent of Old GNOG | (30,542) | (10,776) | |
Contribution from parent of Old GNOG | 16,792 | ||
Net cash provided by (used in) financing activities | 101,111 | 73,077 | (10,860) |
Net increase in cash, cash equivalents and restricted cash | 36,857 | 93,500 | 24,339 |
Beginning of year | 132,432 | 38,932 | 14,593 |
End of year | 169,289 | 132,432 | 38,932 |
Supplemental disclosure of cash flow information | |||
Interest | 18,529 | 26,713 | 6 |
Non-cash investing and financing activities: | |||
Property and equipment financed by note payable | 1,008 | $ 30 | |
Accretion on note from parent of Old GNOG | 1,920 | ||
Warrant derivative liabilities recognized in Acquisition Transaction | $ 215,945 | ||
Warrant exercise impact on the tax receivable agreement | 26 | ||
Non-cash proceeds on warrant exercises | $ 43,318 |
Consolidated Statement of Cas_2
Consolidated Statement of Cash Flows - Disclosure of cash, cash equivalents and restricted cash (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Disclosure of cash, cash equivalents and restricted cash | |||
Cash and cash equivalents | $ 112,743 | $ 77,862 | $ 846 |
Restricted Cash | 56,546 | 54,570 | 38,086 |
Total cash | $ 169,289 | $ 132,432 | $ 38,932 |
Nature of Operations and Recent
Nature of Operations and Recent Developments | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Operations and Recent Developments | |
Nature of Operations and Recent Developments | 1. Nature of Operations and Recent Developments Golden Nugget Online Gaming, Inc. (formerly known as Landcadia Holdings II, Inc. or “GNOG”, the “Company”, “we”, “our” or “us”) is an online gaming, or iGaming, and digital sports entertainment company focused on providing our customers with the most enjoyable, realistic and exciting online gaming experience in the market. We currently operate in New Jersey, Michigan and West Virginia where we offer patrons the ability to play their favorite casino games and bet on live-action sports events, and in Virginia, where we offer online sports betting only. Acquisition Transaction On December 29, 2020, we completed the acquisition of Golden Nugget Online Gaming, LLC (formerly known as Golden Nugget Online Gaming, Inc., or “Old GNOG”), a New Jersey limited liability company and wholly owned subsidiary of GNOG Holdco (“GNOG LLC”). The acquisition was completed pursuant to the purchase agreement, dated June 28, 2020 (as amended on September 17, 2020 and December 20, 2020, the “Purchase Agreement”) by and among the Company, 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 GNOG LLC. The transactions contemplated by the Purchase Agreement are referred to herein as the “Acquisition Transaction.” The Acquisition Transaction was accounted for as a reverse recapitalization and the reported amounts from operations prior to the Acquisition Transaction are those of Old GNOG (See Note 3). Following the Acquisition Transaction, we operate as an umbrella partnership C-corporation, or “Up-C,” meaning that substantially all of our assets are held indirectly through Golden Nugget Online Gaming LLC (“GNOG LLC”), our indirect subsidiary, and our business is conducted through GNOG LLC. DraftKings Merger On August 9, 2021, the Company, DraftKings Inc., a Nevada corporation (“DraftKings”), New Duke Holdco, Inc., a Nevada corporation and a wholly owned subsidiary of DraftKings (“New DraftKings”), Duke Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of New DraftKings (“Duke Merger Sub”), and Gulf Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New DraftKings (“Gulf Merger Sub” and, together with Duke Merger Sub, the “Merger Subs”), entered into an agreement and plan of merger (the “DraftKings Merger Agreement”), pursuant to which New DraftKings will, among other things, acquire all of our issued and outstanding shares of common stock. The transactions contemplated by the DraftKings Merger Agreement and the other related transactions are referred to herein as the “DraftKings Merger.” On the terms and subject to the conditions set forth in the Merger Agreement, (a) at the Duke Effective Time (as defined in the DraftKings Merger Agreement), Duke Merger Sub will be merged with and into DraftKings in accordance with the Nevada Revised Statutes (the “NRS”), with DraftKings becoming the surviving corporation (the “Duke Surviving Corporation”) and (b) at the Gulf Effective Time (as defined in the DraftKings Merger Agreement), Gulf Merger Sub will be merged with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), with the Company becoming the surviving corporation (the “Gulf Surviving Corporation”, and together with the Duke Surviving Corporation, collectively the “Surviving Corporations”). In connection with the DraftKings Merger, certain affiliates of Tilman Fertitta will consummate certain reorganization transactions to allow Landcadia Holdco to become a wholly owned subsidiary of the Company following the consummation of the DraftKings Merger. The DraftKings Merger Agreement provides that upon the consummation of the DraftKings Merger, each holder of our common stock will receive 0.365 (the “Exchange Ratio”) of a share of Class A common stock, par value $0.0001 per share, of New DraftKings (the “New DraftKings Class A Common Stock”) for each share of our common stock issued and outstanding immediately prior to the Gulf Effective Time (other than certain excluded shares). Each share of Class A common stock, par value per share, of DraftKings (“DraftKings Class A Common Stock”) issued and outstanding immediately prior to the Duke Effective Time (other than certain excluded shares) will be cancelled, cease to exist and be converted into At the Gulf Effective Time, each outstanding restricted stock unit (a “RSU”) issued by us that (i) was outstanding on the date of the DraftKings Merger Agreement or (ii) is issued to our existing employees prior to the completion of the DraftKings Merger in accordance with existing agreements, will vest, be cancelled, and entitle the holder thereof to receive a number of shares of New DraftKings Class A Common Stock equal to the number of shares of our common stock subject to such RSU immediately prior to the Gulf Effective Time multiplied by the Exchange Ratio, less a number of shares of New DraftKings Class A Common Stock equal to any applicable withholding taxes. All other issued and outstanding RSUs will be automatically converted into an equivalent restricted stock unit of New DraftKings that entitles the holder thereof to a number of shares of New DraftKings Class A Common Stock equal to the number of shares of our common stock subject to such RSU immediately prior to the Gulf Effective Time multiplied by the Exchange Ratio, and will remain outstanding in New DraftKings. At the Gulf Effective Time, each outstanding warrant issued by us (“Private Placement Warrant”) to purchase shares of our Class A common stock will automatically and without any required action on the part of the holder convert into a warrant to purchase a number of New DraftKings Class A Common Stock equal to the product of (x) the number of shares of our Class A common stock subject to such Private Placement Warrant immediately prior to the Gulf Effective Time multiplied by (y) the Exchange Ratio, and the exercise price of such Private Placement Warrant will be determined by dividing (1) the per share exercise price of such Private Placement Warrant immediately prior to the Gulf Effective Time by (2) the Exchange Ratio. The DraftKings Merger is expected to be a tax-deferred transaction to our stockholders and warrant holders, and the closing of the DraftKings Merger is conditioned on the receipt of a tax opinion to such effect. The DraftKings Merger is expected to close in the first quarter of 2022, subject to the satisfaction or waiver of certain conditions, including, among others, (i) the absence of certain legal restraints that would prohibit or seek to prohibit DraftKings Merger; (ii) the receipt of certain regulatory approvals; (iii) the approval for listing on Nasdaq of the shares of New DraftKings Class A Common Stock to be issued to DraftKings stockholders and our stockholders; (iv) the Commercial Agreement (as defined in the DraftKings Merger Agreement) being in full force and effect; and (v) the absence, since the date of the DraftKings Merger Agreement, of any effect, event, development, change, state of facts, condition, circumstance or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on us or DraftKings. Concurrently with the execution of the DraftKings Merger Agreement, DraftKings entered into a support and registration rights agreement (the “Support Agreement”) with New DraftKings, Tilman J. Fertitta (“Fertitta”), Fertitta Entertainment, Inc., a Texas corporation (“FEI”), LF LLC, Golden Landry’s LLC, a Texas limited liability company (“Golden Landry’s”) and Golden Fertitta, LLC, a Texas limited liability company (“Golden Fertitta” and together with Fertitta, FEI, LF LLC and Golden Landry’s, the “Fertitta Parties”), pursuant to which the Fertitta Parties agreed (i) not to transfer the New DraftKings Class A Common Stock that the Fertitta Parties will receive in the DraftKings Merger prior to the first anniversary of the closing of the DraftKings Merger and (ii) from the date of the Support Agreement to the five-year anniversary of the closing of the DraftKings Merger, not to engage in a Competing Business (as defined in the Support Agreement). New DraftKings agreed to provide the Fertitta Parties with shelf registration rights with respect to New DraftKings Class A Common Stock and warrants to purchase New DraftKings Class A Common Stock that the Fertitta Parties will receive in connection with the DraftKings Merger. In addition, the Fertitta Parties have agreed to execute (and cause its affiliates to execute) all such agreements and take such action as required to waive the obligations of all Fertitta Parties to make interest payments on behalf of the Company and of the Company to issue equity in relation to such payments. 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 reacted to the public health crisis. The direct impact on us was 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 2020. Land based casinos reopened in July 2020 with significant restrictions, which eased over time. However, virus cases began to increase and capacity restrictions were reinstituted. During 2021 there has been additional concerns regarding the emergence of COVID-19 variants. 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. To date for the year ended December 31, 2021 there has been no adverse impact on revenues due to concerns regarding COVID-19. A significant or prolonged decrease in consumer spending on entertainment or leisure activities could have an adverse effect on the demand for the Company's product offerings, reducing cash flows and revenues, and thereby materially harming the Company's business, financial condition and results of operations. In addition, a recurrence of COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. As steps taken to mitigate the spread of COVID-19 have necessitated a shift away from a traditional office environment for many employees, the Company has business continuity programs in place to ensure that employees are safe and that the business continues to function with minimal disruptions to normal work operations while employees work remotely. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Use of Estimates The acquisition of Old GNOG has been accounted for as a reverse recapitalization. Under this method of accounting, Old GNOG was treated as the acquirer for financial reporting purposes. Therefore, the consolidated financial statements included herein reflect (i) the historical operating results of Old GNOG prior to the Acquisition Transaction, (ii) our combined results following the Acquisition Transaction, (iii) the assets, liabilities and accumulated deficit of Old GNOG at their historical amounts, and (iv) our equity and earnings per share presented for the period from the closing date of the Acquisition Transaction through the end of the year. These audited consolidated financial statements include all the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. 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. Management utilizes estimates, including, but not limited to, the useful lives of assets and inputs used to calculate the tax receivable agreement liability. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Emerging Growth Company 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 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 consolidated financial statements with another company which is either not an emerging growth company or an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration Risks and Vendor Uncertainties Financial instruments that potentially subject us to concentrations of credit risk consist primarily of operating cash and cash equivalents and cash reserved for users. The Company maintains separate accounts for cash and cash reserved for users in two financial institutions. Some amounts exceed federally insured limits. Management believes all financial institutions holding our cash are of high credit quality and we do not believe we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies on a limited number of vendors to support their operations. In particular, a single vendor is currently the primary provider of the online gaming platform that allows the Company to host its iGaming and sports betting offerings. Any interruption in the services provided by this supplier could have a material adverse effect on the Company’s business, financial conditions and results of operations. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on account 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. Restricted cash represents required amounts on hand that generally represent the amount of players’ funds on deposit in their wagering accounts. Accounts Receivable Receivables consist of amounts due from third-party payment processors and online gaming operators. As of December 31, 2021, and 2020, there were $9.5 million and $4.7 million, respectively, due from gaming operators. 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, 2021 and 2020 there was no allowance for doubtful accounts. Accounts receivable are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.4 million, $0.4 million and $0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Customer Deposits Customer deposits are liabilities that relate to amounts due to players and online betting operators and are required to be maintained to comply with regulatory requirements. The amounts due to players consist of customer deposits, plus bonuses converted to cash, plus winning wagers, less losing wagers, and less player withdrawals. We separately track amounts due to players and per certain regulatory requirements must maintain a balance equal to or greater than amounts due as restricted cash. Property and Equipment, net Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: Computer equipment and software 3 Furniture and fixtures 5 years Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements, generally 1 Warrant Derivative Liabilities In accordance with ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, The sponsor warrants contain provisions that change depending on who holds the warrant. If the sponsor warrants are held by someone other than the initial purchasers or their permitted transferees, the sponsor warrants will be redeemable by us and exercisable by such holders on the same basis as the public warrants. This feature precludes the sponsor warrants from being indexed to our common stock, and thus the warrants are classified as a liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in the value of the public warrants and sponsor warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. As of December 31, 2021, all of the public warrants had been redeemed or exercised and as of December 31, 2020, the fair value of the public warrants was $94.9 million. As of December 31, 2021 and December 31, 2020, the fair value of the sponsor warrants was $27.8 million and $81.5 million, respectively. We recorded a gain on warrant derivatives of $105.2 million and $39.6 million in our statement of operations as of December 31, 2021 and 2020 respectively. 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. Our public warrants and sponsor warrants are carried at fair value as of December 31, 2021 and 2020. The public warrants are valued using level 1 inputs and the sponsor warrants are valued using level 3 inputs. The fair value of the sponsor warrants is estimated using a modified version of the Black-Scholes option pricing formula for European calls. Specifically, we assumed a term for the sponsor warrants equal to the contractual term from the expected business combination date. We then discounted the resulting value to the valuation date using a risk-free interest rate. Significant level 3 inputs used to calculate the fair value of the sponsor warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate. The following provides a reconciliation of our warrant derivative liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 3 Total Balance at closing of Acquisition Transaction $ 109,633 $ 106,312 $ 215,945 Gain on warrant derivatives (14,758) (24,828) (39,586) December 31, 2020 $ 94,875 $ 81,484 $ 176,359 Gain on warrant derivatives (51,557) (53,656) (105,213) Reclassified to additional paid-in capital upon exercise (43,318) — (43,318) December 31, 2021 $ — $ 27,828 $ 27,828 The following table provides qualitative information regarding our level 3 fair value measurements: December 31, December 31, 2021 2020 Stock price $ 9.95 $ 19.70 Strike price $ 11.50 $ 11.50 Public warrant price $ n/a $ 9.00 Term (in years) 4.00 4.99 Volatility 67.5 % 75.0 % Risk-free rate 1.11 % 0.36 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 4.73 $ 13.85 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 December 31, 2021 was $150.7 million and $136.2 million, respectively. As of December 31, 2020 the fair value and carrying value of our long-term debt was $171.0 million and $145.0 million, respectively. 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 recognized as the aggregate net difference between gaming wins and losses and are recorded as gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of wins as revenue and our content provider’s share is reported in costs and expenses. Jackpots, other than the incremental progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental progressive jackpots as the progressive games are played, and the progressive jackpot amount increases, with a corresponding reduction to gaming revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of 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. Gaming Taxes We incur gaming taxes, which are determined by each jurisdiction in which we operate, and are generally based on a percentage of gross gaming revenues (“GGR”) minus applicable deductions. We record a liability for gaming taxes payable as accrued gaming and related taxes in our consolidated balance sheets. Advertising Advertising costs are expensed as incurred during such year and are recorded as selling, general and administrative expense in our accompanying statements of operations. Advertising expenses were $61.7 million, $17.5 million and $9.3 million, in 2021, 2020 and 2019, respectively Stock-Based Compensation We measure compensation expenses for stock awards in accordance with ASC 718, Compensation-Stock Compensation Income Taxes We were subject to a tax sharing agreement with certain affiliates prior to the December 29, 2020 closing date of the Acquisition Transaction and we recognized tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. Following the consummation of the Acquisition Transaction, we operate as an Up-C, meaning that substantially all of our assets are held indirectly through Golden Nugget Online Gaming LLC (“GNOG LLC”), our indirect subsidiary, and our business is conducted through GNOG LLC. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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 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. Adoption of this standard did not materially impact our financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted 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. The adoption of this standard did not have a material impact on our financial statements. The Company has adopted the standard as of January 1, 2022. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”, as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The new guidance is effective for all public companies for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019, the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU No. 2016-13 until January 2023. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments apply to companies, subject to meeting certain criteria, that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update are effective as of March 12, 2020, through December 31, 2022. The Company has not yet adopted this new guidance and is evaluating the qualitative and quantitative effect the new guidance will have on its Financial Statements. The Company has a term loan with interest rates subject to LIBOR. Upon the discontinuation of LIBOR, it will be replaced by a comparable or successor rate approved by the lender’s agent. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements. |
Acquisition Transaction
Acquisition Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition Transaction | |
Acquisition Transaction | 3. Acquisition Transaction The Acquisition Transaction was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded and we were determined to be the “acquired” company for accounting purposes. For accounting purposes, the Acquisition Transaction was treated as the equivalent of Old GNOG issuing stock for the net assets of Landcadia Holdings II, Inc., accompanied by a recapitalization. The net assets of Landcadia Holdings II, Inc. were stated at historical cost, with no goodwill or other intangible assets recorded. Reported amounts from operations prior to the Acquisition Transaction are those of Old GNOG. The aggregate consideration for the transaction was (i) $313.5 million payable in 31,350,625 Landcadia Holdco Class B Units (the “Class B Units”) and 31,350,625 shares of Class B common stock, (ii) Closing Cash Consideration in an amount of $30.0 million and (iii) the repayment of $150.0 million, representing one-half of the existing principal amount owed by Old GNOG under the Credit , together with related prepayment premium in an amount of approximately $24.0 million, as well as related expenses and accrued and unpaid interest in an amount of approximately $4.9 million. The Class B common stock carries 10 votes per share, subject to certain conditions, and represents no economic interest in the Company. At the time of the Acquisition Transaction, the Class B Units represented a 45.9% economic interest in Landcadia Holdco and have no voting rights. The Class B Units are redeemable, together with an equal number of Class B common stock, for either shares of Class A common stock or cash. The cash redemption is at our option through a vote of our independent directors. Mr. Fertitta, directly or indirectly, had 79.9% of the voting power of our capital stock and, therefore, controlled the election of the board of directors, including the independent directors and therefore we have accounted for the Class B Units as redeemable non-controlling interests outside of permanent equity in our consolidated balance sheets. Upon closing, we entered into the Tax Receivable Agreement with LF LLC as additional consideration. The Tax Receivable Agreement generally provides for the payment by us to LF LLC of 85% of certain tax benefits that we actually realize or are deemed to realize from the use of certain tax attributes in periods after the closing of the transaction. We will retain the tax benefit, if any, of the remaining 15% of these tax attributes. The following represents the aggregate cash, equity and other consideration (in thousands): Rollover equity issued at closing 31,351 Value per unit of rollover equity (1) $ 10.00 Total equity consideration $ 313,510 Plus: Cash consideration $ 30,000 Plus: GNOG debt repayment 150,000 Plus: Debt repayment fees and accrued interest 28,975 Plus: Tax receivable agreement 23,334 Total cash, equity and other consideration $ 545,819 (1) Equity consideration is calculated using a $10.00 reference price. The closing share price on the date of the consummation of the transaction was $25.49. As the transaction was accounted for as a reverse recapitalization, the value per share is disclosed for informational purposes only in order to indicate the fair value of shares transferred. In connection with the Acquisition Transaction, we incurred direct and incremental expenses of approximately $4.1 million, consisting of legal professional fees and other one-time expenses included in Acquisition Transaction related expenses in the consolidated statement of operations for the year ended December 31, 2020. |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 12 Months Ended |
Dec. 31, 2021 | |
Revenues from Contracts with Customers | |
Revenues from Contracts with Customers | 4. Revenues from Contracts with Customers Effective January 1, 2018, we adopted Accounting Standards Codification (“ASC”) 606, 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 (or as) 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) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) measure the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations; and (v) recognize revenue when (or as) we satisfy each performance obligation. Online Gaming Our revenues are principally derived from real money online gaming, which includes both online casino wagering and online sports wagering. Online gaming contracts contain a single performance obligation for the Company to conduct the game and award price or payouts to users based on the results. Gaming revenue is recognized at a point in time at the conclusion of each wager or contest and is measured as the aggregate net difference between gaming wins and losses and is recorded as gaming revenue in the accompanying statements of operations. Online casino wagering offerings typically include games similar to those available in land-based casinos. Online casino wagering involves a player placing a wager on a game of chance such as a virtual slot machine or a virtual table game such as blackjack. Online sports wagering involves a player placing a wager on a particular outcome of a sporting event at some fixed odds. For both online casino and online sports wagering, in the event the player wins on a settled result, we pay out the bet. Jackpots, other than the incremental progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental progressive jackpots as the progressive games are 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 are party 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. Our market access agreements contain a single performance obligation under which we stand ready to provide daily use of our gaming license. Revenue from market access agreements is recognized over time as we satisfy our performance obligation. Initial fees received for the market access agreements and prepaid guaranteed minimum royalties are deferred and recognized ratably over the term of the contract as the performance obligations are satisfied. Royalties in excess of fixed minimum amounts are recognized in revenue in the month they are earned. 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 Dealer Studio Broadcast License Agreements We have been contracted to 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 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. Our live dealer studio broadcast license agreements contain a single performance obligation under which we stand ready to perform our obligations under the contracts. Revenue from live dealer studio broadcast license agreements are recognized over time in the month royalties are earned. 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 were $0.1 million and $0.0 million as of December 31, 2021 and 2020, 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, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Gaming $ 113,352 $ 79,919 $ 47,694 Market access and live dealer studio 11,432 8,753 5,903 Reimbursables 3,460 2,448 1,824 Total revenue $ 128,244 $ 91,120 $ 55,421 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. 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): December 31, 2021 2020 Receivables, which are included in "Accounts receivable - trade and other" $ 9,453 $ 4,703 Contract liabilities (1) $ (6,631) $ (9,136) (1) As of December 31, 2021, includes $3.3 million recorded as deferred revenue – current, $0.1 million of loyalty program liability recorded as accrued gaming and related taxes and $3.2 million recorded as deferred revenue - long-term in our consolidated balance sheets. As of December 31, 2020, includes $3.3 million recorded as deferred revenue, $0.0 million of loyalty program liability recorded as accrued gaming and related taxes and $5.8 million recorded as deferred revenue in long-term liabilities in our consolidated balance sheets. Significant changes in contract liabilities balances during 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 Decrease due to recognition of revenue $ 4,353 $ 2,854 Increase due to cash received, excluding amounts recognized as revenue $ 1,848 $ 5,240 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, 2021. The estimated revenue does not include amounts of variable consideration that are constrained (in thousands): Year Ending December 31, 2022 $ 3,455 2023 1,433 2024 571 2025 322 2026 200 Thereafter 650 Total $ 6,631 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Property and equipment are comprised of the following (in thousands): December 31, 2021 2020 Leasehold improvements $ 1,281 $ 544 Furniture, fixtures and equipment 1,962 613 3,243 1,157 Less - accumulated depreciation (775) (551) $ 2,468 $ 606 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 fair value using Level 3 measurements. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Balance Sheet Information | |
Supplemental Balance Sheet Information | 6. Supplemental Balance Sheet Information Other long-term assets are comprised of the following (in thousands): December 31, 2021 2020 Prepaid market access royalties and other, net $ 30,359 $ 2,970 Computer software, net 327 6 $ 30,686 $ 2,976 Accrued gaming and related taxes are comprised of the following (in thousands): December 31, 2021 2020 Gaming related, excluding taxes $ 7,848 $ 10,046 Taxes, other than payroll and income taxes 9,534 6,670 $ 17,382 $ 16,716 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt | |
Long-Term Debt | 7. Long-Term Debt Long-term debt is comprised of the following (in thousands): December 31, 2021 2020 Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 $ 139,385 $ 150,000 Less: Deferred debt issuance costs - term loan (1,926) (3,233) Less: Unamortized discount - term loan (3,199) (5,040) Equipment notes, net of unamortized discount for imputed interest of $40 at interest rates of 2.4% to 2.6% 1,339 — Total debt, net of unamortized debt issuance costs and discounts 135,599 141,727 Less: Current portion (622) — Long-term debt $ 134,977 $ 141,727 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. Net proceeds received from the term loan of $288.0 million, net of original issue discount, were sent to the parent of Old GNOG, who issued Old GNOG a note receivable due October 2024 (as amended and restated following the Acquisition Transaction, the “Second A&R Intercompany Note”) (Note 12) in the same amount, with substantially similar terms as the credit agreement. The Second A&R Intercompany Note was accounted for as contra-equity, similar to a subscription receivable, however in the reverse recapitalization recorded in connection with the Acquisition Transaction, the Second A&R Intercompany Note from our indirect parent was accounted for as a distribution to the parent of Old GNOG, reducing retained earnings. The term loan was issued at a 4% discount. The term loan bears interest at the London Interbank Offered Rate (“LIBOR”) plus 12%, with a 1% floor, and interest payments are made quarterly. The term loan is secured by the Second A&R Intercompany Note which effectively, but indirectly provides pari passu security interest with the Golden Nugget, LLC senior secured credit facility. In February 2021, we repaid $10.6 million of the term loan and incurred a prepayment premium of $1.6 million which was expensed as other expense in our consolidated statement of operations. Additionally, we expensed In connection with the Acquisition Transaction, we repaid $150.0 million of the $300.0 million term loan and incurred a prepayment premium of $24.0 million, which along with other related fees and expenses was expensed as other expense in our consolidated statement of operations during the year ended December 31, 2020. Additionally, we expensed 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 also entered into several equipment notes to finance computer equipment and other related infrastructure with original terms of three |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 8. Income Taxes The provision for income taxes for the years ended December 31, 2021, 2020 and 2019 is summarized as follows (in thousands): December 31, 2021 2020 2019 Current: Federal $ — $ 275 $ 3,315 State — 2,124 2,376 Total current income taxes $ — $ 2,399 $ 5,691 Deferred: Federal $ (5,231) $ (6,680) $ 19 State 955 (3,370) 250 Total deferred income taxes (4,276) (10,050) 269 Provision for income taxes $ (4,276) $ (7,651) $ 5,960 The effective income tax rate for the years ended December 31, 2021, 2020 and 2019, differs from the federal statutory rate as follows: December 31, 2021 2020 2019 Income tax at statutory rate 21.0 % 21.0 % 21.0 % Non-taxable gain on warrant derivatives (41.2) % (4,115.4) % — Loss attributable to non-controlling interest 8.5 % 1,808.4 % — State tax expense 1.8 % (837.1) % 12.1 % Non-deductible expenses 2.4 % 50.0 % — Changes in unrecognized tax benefits — (714.5) % 0.7 % Other (0.5) — — Effective tax rate (8.0) % (3,787.6) % 33.8 % Deferred tax assets and liabilities as of December 31, 2021 and 2020 are comprised of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Investment in GNOG, LLC $ 106,624 $ 96,934 Excess business interest expense 7,485 4,965 Net operating loss 3,346 203 Accruals and other 298 — Deferred tax assets, prior to valuation reserve 117,753 102,102 Valuation allowance (76,769) (67,386) Deferred tax assets, net of valuation reserve 40,984 34,716 Deferred tax liabilities: Property and other — — Net deferred tax asset $ 40,984 $ 34,716 The changes to unrecognized tax benefits, excluding interest and penalties that we recognize as a component of income tax expense is as follows (in thousands): December 31, 2021 2020 2019 Balance at beginning of year $ — $ 2,829 $ 2,960 Additions for current year tax positions — — — Reductions for prior year tax positions — (2,829) (131) Balance at end of year $ — $ — $ 2,829 As of December 31, 2021 and 2020, we do not have any unrecognized tax benefits. As of December 31, 2019, we had approximately $2.8 million of unrecognized tax benefit and $0.5 million of penalties and interest. The reduction in unrecognized tax benefits is the result of a tax accounting method change that was filed during 2020 that put us on the proper method, allowing for a full reversal of the historical liability, including penalties and interest. 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 2016. Our tax returns for the calendar years 2017 and 2018 are currently under examination by the Internal Revenue Service, but there have not been any material issues identified at this time. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation | |
Stock-based Compensation | 9. Stock-based Compensation Restricted Stock Units In 2020, we adopted the Golden Nugget Online Gaming, Inc. 2020 Incentive Award Plan (the “2020 Plan”) providing for common stock-based awards to employees, non-employee directors and consultants. The 2020 Plan permits the granting of various types of awards, including awards of nonqualified stock options, ISOs, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards, dividend equivalents, and/or performance compensation awards or any combination of the foregoing. The 2020 Plan provides for an aggregate of 5,000,000 shares of Class A common stock to be delivered; provided that the total number of shares that will be reserved, and that may be issued, under the Incentive Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2021, by a number of shares equal to one percent (1%) of the total outstanding shares of Class A common stock on the last day of the prior calendar year. Restricted stock and restricted stock units may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than the market price of the underlying stock on the date of grant. As of December 31, 2021, approximately 3,012,479 shares were available for future awards. The fair value of restricted stock unit awards was determined based on the fair market value of our shares on the grant date. Performance-Based Restricted Stock Units The Company periodically grants PBRSUs to employees. A PBRSU is a right to receive stock based on the achievement of both performance goals and continued employment during the vesting period. The number of shares earned under a PBRSU varies based upon whether certain performance goals are met. On April 14, 2021 the Company granted 150,000 performance and time-vesting units, subject to the achievement of certain performance conditions during the three-year vesting period subsequent to the grant date. The grant date fair value of these awards was estimated on the date of the grant using a Monte-Carlo simulation model used to simulate a distribution of future stock price paths based on historical volatility levels. The Company expenses the total grant date fair value of these awards on a graded basis over the derived service period of approximately The below table summarizes the assumptions used to calculate the fair value: Grant Date April 14, 2021 Grant Date Stock Price $ 15.57 Expected stock price volatility 88.70 % Risk-free rate of interest 0.35 % Dividend yield 0.00 % Fair value per share $ 13.86 Compensation Costs A summary of compensation cost recognized for stock-based payment arrangements is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Compensation cost recognized: Restricted stock units and performance-based restricted stock units $ 11,993 $ 35 $ — $ 11,993 $ 35 $ — We have granted 5-month to 5-year time vested restricted stock unit awards and 3-year performance based restricted stock unit awards where each unit represents the right to receive, at the end of a vesting period, one share of our Class A common stock with no exercise price. As of December 31, 2021, there was $38.0 million of total unrecognized compensation cost related to unvested restricted stock unit awards and performance based restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of 1.27 years. Summary of RSUs and PBRSUs A summary of the status of our restricted stock unit awards and performance based restricted stock unit awards and of changes in our restricted stock unit awards and performance based restricted stock unit awards outstanding for the year ended December 31, 2021 is as follows: Weighted Average Grant-Date Fair Value Shares Per Share Outstanding at January 1, 2020 — $ — Granted 1,035,000 25.49 Vested and converted — — Forfeited/expired — — Outstanding at December 31, 2020 1,035,000 $ 25.49 Granted 1,322,344 17.90 Vested and converted (260,849) 25.40 Forfeited/expired — — Outstanding at December 31, 2021 2,096,495 $ 20.71 |
Stockholder' Deficit and Earnin
Stockholder' Deficit and Earning (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Stockholder' Deficit and Earning (Loss) per Share | |
Stockholder's Deficit and Loss per Share | 10. Stockholder’ Deficit and Earning (Loss) per Share Stockholders’ Deficit Acquisition Transaction Immediately prior to the closing of the Acquisition Transaction, there were 31,625,000 shares of Landcadia Holdings II, Inc. Class A common stock issued and outstanding Inc. (“JFG”). On December 29, 2020, in connection with the Acquisition Transaction, JFG forfeited Common Stock As of December 31, 2021 and 2020, we had 46,727,317 and 36,982,320 shares, respectively, of Class A common stock, par value $0.0001, outstanding of a total of 220,000,000 shares authorized for both periods. Holders of Class A common stock are entitled to cast one vote per share of Class A common stock and will share ratably if and when any dividend is declared. As of December 31, 2021 and 2020, we had 31,657,545 and 31,350,625 shares, respectively, of Class B common stock, par value $0.0001, outstanding of a total of 50,000,000 shares authorized for both periods. There is no public market for our Class B common stock. New shares of Class B common stock may be issued only to, and registered in the name of, Mr. Fertitta or his affiliates (including all successors, assigns and permitted transferees) (collectively, the “Permitted Class B Owners”). We may not issue additional shares of Class B common stock other than in connection with the valid issuance of Landcadia Holdco Class B Units in accordance with the A&R HoldCo LLC Agreement to any Permitted Class B Owner. For so long as Mr. Fertitta and his affiliates beneficially own 30% or more of the total number of (i) shares of Class A common stock outstanding as of the closing of the Acquisition Transaction and (ii) shares of Class A common stock that were issued upon exchange of the Landcadia Holdco Class B Units held by Mr. Fertitta and his affiliates as of the closing of the Acquisition Transaction (the “Sunset Event”), holders of Class B common stock are entitled to cast 10 votes per share of Class B common stock. The voting power of the shares held by Mr. Fertitta and his affiliates is subject to an automatic downward adjustment to the extent necessary for the total voting power of all shares of our common stock beneficially held by Mr. Fertitta and his affiliates not to exceed 79.9%. To the extent Mr. Fertitta and his affiliates exchange Landcadia Holdco Class B Units (and a corresponding number of shares of Class B common stock have been cancelled), the number of votes per share of each remaining share of Class B common stock will increase, up to 10 votes per share. In no event will the shares of Class B common stock have more than 10 votes or less than 1 vote per share. Once Mr. Fertitta and his affiliates cease to beneficially own 30% or more of the total number of (i) shares of Class A common stock outstanding as of the closing of the Acquisition Transaction and (ii) shares of Class A common stock that were issued upon exchange of the Landcadia Holdco Class B Units held by Mr. Fertitta and his affiliates as of the closing of the Acquisition Transaction, the holders of the shares of Class B common stock will be entitled to one (1) vote per share. Holders of Class B common stock will not participate in any dividend declared by the board of directors. Beginning 180 days after the closing of the Acquisition Transaction, each holder of Class B Units will be entitled to cause Landcadia Holdco to exchange all or a portion of its Class B Units (upon the surrender of a corresponding number of shares of Class B common stock) into a number of shares of Class A common stock. Each Class B Unit together with a corresponding share of Class B common stock can be exchanged for either Dividends During the years ended December 31, 2021, 2020 and 2019, we made dividend payments of $0.0 million, $30.5 million and $10.8 million, respectively to the parent of Old GNOG. Warrants On February 4, 2021 we announced that we would redeem all of our outstanding public warrants to purchase shares of our Class A common stock that were issued under the warrant agreement dated May 6, 2019 (the “Warrant Agreement”), by and between us and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent, and that remain outstanding following 5:00 p.m. New York City time on March 8, 2021 for a redemption price of $0.01 per warrant. Warrants that were issued under the Warrant Agreement in a private placement and held by the founders of the Company were not subject to this redemption. Under the terms of the Warrant Agreement, we were entitled to redeem all of our outstanding public warrants for $0.01 per public warrant if the reported closing price of our common stock was at least $18.00 per share on each of twenty thirty A total of 9,584,227 warrants were exercised through March 8, 2021 for cash proceeds of $110.2 million. All other public warrants were redeemed on March 8, 2021. The exercised warrants had been accounted for as a derivative liability and carried on our balance sheets at fair value prior to exercise. Upon exercise, the fair value of the derivative liability was reclassified to additional paid-in capital in accordance with ASC 815-40-40-2. As of December 31, 2021, we had 5,883,333 sponsor warrants outstanding. Each sponsor warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The sponsor warrants were not transferable, assignable or salable until 30 days after the completion of the Acquisition Transaction 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 or their permitted transferees, the sponsor warrants will be redeemable by us and exercisable by such holders on the same basis as the public warrants. 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. Redeemable Non-Controlling Interests As of December 31, 2021 and 2020, there were 31,657,545 shares and 31,350,625 shares, respectively of Landcadia Holdco Class B Units issued to LF LLC, representing 40.4% and 45.9% economic interest, respectively, with no voting rights. Beginning 180 days after the closing of the Acquisition Transaction, the holder of the Class B Units is entitled to redeem all or a portion of such Class B Units to be settled in cash or shares of Class A Common Stock and as such, these Class B Units are classified as temporary equity in accordance with ASC 480-10-S99-3A and represent a non-controlling interest. The non-controlling interest has been adjusted to redemption value as of December 31, 2021 in accordance with paragraph 15 option b of ASC 480-10-S99-3A. This measurement adjustment results in a corresponding adjustment to shareholders’ deficit through adjustments to additional paid-in capital and retained earnings. The redemption value of the Class B Units was $315.0 million and $617.6 million on December 31, 2021 and 2020, respectively. The December 31, 2021 redemption value is calculated by multiplying the 31,657,545 Class B Units by the $9.95 trading price of our Class A common stock on December 31, 2021. The December 31, 2020, redemption value was calculated by multiplying the 31,350,625 Class B Units outstanding at that date by the $19.70 trading price of our Class A common stock on December 31, 2020. Concurrent with future redemptions of the Class B Units, an equal number of shares of the Class B common stock will be cancelled. Earnings (Loss) per Share Year Closing Date Ended Through December 31, December 31, Numerator: 2021 2020 Net income $ 57,877 $ 7,853 Less: Net income prior to the acquisition transaction — (415) Less: Net loss attributable to non-controlling interests 21,693 17,350 Net income attributable to GNOG - basic 79,570 24,788 Less: Gain on warrant derivatives (105,213) (39,586) Add: Net loss attributable to non-controlling interests (21,693) (17,350) Net loss attributable to GNOG - diluted $ (47,336) $ (32,148) Denominator: Weighted average shares outstanding - Class A common stock 45,219 36,982 Weighted average shares outstanding - RSUs 80 — Subtotal - basic 45,299 36,982 Weighted average shares outstanding - Warrants 2,104 8,561 Weighted average shares outstanding - Class B Units redeemed 31,538 31,351 Weighted average shares outstanding - diluted 78,941 76,894 Earnings (loss) per share: Basic $ 1.76 $ 0.67 Diluted $ (0.60) $ (0.42) No earnings (loss) per share are presented for periods preceding the Acquisition Transaction as only the Class B common shares would have been outstanding in historical periods pursuant to the reverse recapitalization and the Class B common shares do not participate our income or loss. Restricted stock units totaling 722,579 were excluded from the computation as inclusion in the period presented would have been anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases with Affiliates In connection with the Acquisition Transaction, GNOG LLC entered into office leases with GNAC and Golden Nugget respectively, or their respective affiliates (collectively, the “Office Leases”). The Office Leases provide for annual rent payments of $88,128 for the office space leased in Houston, Texas and $24,252 for the office space leased in Atlantic City, New Jersey, subject to an increase of 10% for any renewal term and market rent increases in the event that GNOG LLC requires the use of additional office space during the term thereof. However, any amounts actually paid by GNOG LLC under the Trademark License Agreement and the A&R Online Gaming Operations Agreement (see Note 12) will be credited against GNOG LLC’s rent obligations under the Office Leases. Consequently, we paid no rent and recognized no rental expenses pursuant to these leases during the years ended December 31, 2021 and 2020. Each Office Lease will have a term of five years. In connection with any renewal of the term of the A&R Online Gaming Operations Agreement (see Note 12), GNOG LLC has an option to renew each Office Lease for the lesser of (i) five years or (ii) the length of the renewed term of the A&R Online Gaming Operations Agreement. Each Office Lease may be terminated by GNOG LLC or the respective landlord upon six months’ notice. Assuming no amounts are paid under the Trademark License Agreement and the A&R Online Gaming Operations Agreement, future minimum lease payments are as follows (in thousands): Year Ending December 31, 2022 379 2023 379 2024 259 2025 84 2026 - Total $ 1,101 Other Contractual Obligations and Contingencies We have entered into a number agreements for advertising, licensing, market access, technology and other services. Certain of these agreements have early termination rights that, if exercised, would reduce the aggregate amount of such payable under these commitments. As of December 31, 2021, future minimum payments under these contracts that are non-cancelable are as follows (in thousands): Year Ending December 31, 2022 27,309 2023 5,325 2024 26,310 2025 23,684 2026 10,600 Thereafter 53,250 Total $ 146,478 Agreement with Danville Development On November 18, 2020, we entered into a definitive agreement with Danville Development, for market access to the State of Illinois (see Note 12). Pursuant to this agreement, we have committed to cause to be provided a mezzanine loan in the amount of $30.0 million to Danville Development for the development and construction a new Golden Nugget-branded casino in Danville, Illinois. This mezzanine loan is currently expected to be fully funded in the first or second quarter of 2022. Employment Agreements We have entered into employment agreements with four key employees, with original terms of 3 to 5 years. These agreements in the aggregate provide for minimum base cash compensation of $1.1 million and potential severance payments totaling $2.2 million for termination by us without cause, or termination by the employee for good reason, as defined in the agreements. Pursuant to one of the agreements cash payments of $2.5 million will be made to the employee in 2022. Legal Proceedings We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows. Golden Nugget Online Gaming, Inc. Litigation Between late 2021 and early 2022, certain individuals filed numerous actions against us in the Delaware Court of Chancery, seeking inspection of our financial records pursuant to Section 220 of the Delaware General Corporation Law. The plaintiffs’ claims against us relate to an alleged breach of fiduciary duty by the Company in relation to the DraftKings Merger. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on the Company’s financial condition, although the outcome could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 12. Related Party Transactions Second A&R Intercompany Note In connection with the Acquisition Transaction, LF LLC and GNOG LLC entered into the Second A&R Intercompany Note, which amended and restated that certain Amended and Restated Intercompany Note, dated December 16, 2020, by LF LLC and GNOG LLC (the “First Intercompany Note”), to continue to act as a guarantee to the credit agreement and provided 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 occurred at closing, and (b) a reduction in the amounts payable thereunder to 6% per annum, to be paid quarterly on the outstanding balance from day to day thereunder. The Second A&R Intercompany Note will continue to provide for a corresponding reduction in the remaining principal amount due and owing thereunder for each payment made under the credit agreement that reduces the principal amount of the loans under the credit agreement. The A&R HoldCo LLC agreement provides for additional issuances of Class B Units and the equivalent number of shares of Class B common stock to LF LLC in consideration of the payments described in clause (b) above to be made by LF LLC to GNOG LLC pursuant to the terms of the Second A&R Intercompany Note, with such payments and equity issuances being treated as capital transactions for accounting purposes. Pursuant to the First Intercompany Note, amounts paid for the year ended December 31, 2021 and 2020 and recorded as additional capital contributions from the parent of Old GNOG totaled $0.0 million and $16.8 million, respectively. In connection with the DraftKings Merger and pursuant to the terms of the Support Agreement, the Fertitta Parties have agreed to execute (and to cause their respective affiliates to execute) all such agreements and to take such actions as are required to waive the obligations of all Fertitta Parties to make interest payments under the Second A&R Intercompany Note on behalf of the Company and of the Company to issue equity in relation to such interest payments. Tax Receivable Agreement In connection with the Acquisition Transaction, we entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with LF LLC. The Tax Receivable Agreement provides for payment to LF LLC in respect of 85% of the U.S. federal, state and local income tax savings allocable to us 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 Class B Units for shares of our Class A common stock, par value $0.0001 per share, as determined on a “with and without” basis, and for an early termination payment 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 exchange of LF LLC’s Class B Units pursuant the A&R Holdco LLC Agreement (as defined below), the estimated liability under the Tax Receivable Agreement (“TRA liability”) of $24.2 million and $23.3 million was recognized in our consolidated balance sheets as of December 31, 2021 and 2020, respectively. Payments for such TRA liability 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 our 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, among them a change of control. Based upon certain assumptions, it is estimated that such early termination payment could amount to approximately $205.5 million. It is anticipated that such early termination payments may be made from the proceeds of such change of control transaction; however, we may be required to fund such early termination payments from other sources and there can be no assurances that the Company will be able to finance such obligations in a manner that does not adversely affect its working capital or financial conditions. The DraftKings Merger will not result in a TRA liability, as LF LLC has agreed to waive, in accordance with the terms of the Support Agreement, any payments due under Article IV of the Tax Receivable Agreement contingent upon the consummation of the DraftKings Merger. In addition, pursuant to the terms of the Support Agreement contingent upon the consummation of the DraftKings Merger, LF LLC has agreed to have the Tax Receivable Agreement terminate and be of no further force or effect and have all liabilities and obligations thereunder, including the TRA liability, be fully satisfied, extinguished and released. Trademark License Agreement In connection with the Acquisition Transaction, GNOG LLC entered into a trademark license agreement (the “Trademark License Agreement”) with Golden Nugget and GNLV, pursuant to which GNLV has granted GNOG LLC an exclusive license to use certain “Golden Nugget” trademarks (and other trademarks related to our business) in connection with operating online real money casino gambling and sports wagering in the U.S. and any of its territories, subject to certain restrictions. The license has a twenty-year term that commenced on the closing date of the Acquisition Transaction. During the term of the agreement, we have agreed to pay Golden Nugget a monthly royalty payment equal to 3% of Net Gaming Revenue (as defined therein). Upon the tenth and fifteenth anniversary of the effective date of the Trademark License Agreement, the monthly royalty amount payable to GNLV will be adjusted to equal the greater of (i) 3% of Net Gaming Revenue and (ii) the fair market value of the licenses (as determined by an independent appraiser, if necessary). While the trademarks licensed under the Trademark License Agreement generally will be exclusively licensed to us, in the event that (i) a new market or opportunity becomes available (e.g., pursuant to the legalization of online gaming in another jurisdiction), and (ii) we are unwilling, unable or otherwise fail to pursue such market or opportunity, Golden Nugget will be permitted to pursue such market or opportunity and utilize the trademarks covered by the Trademark License Agreement with respect thereto (such provision, the “Exclusive Area Adjustment”). For the avoidance of doubt, nothing in the Trademark License Agreement will restrict us (or Golden Nugget) from owning or operating an online-based casino using marks that are not covered by the Trademark License Agreement. We expensed $2.6 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively, under this agreement and the predecessor of the A&R Online Gaming Operations Agreement (together referred to as the “Royalty Agreements”). Amounts payable under the Royalty Agreements as of December 31, 2021 and 2020 are $0.5 million and $0.4 million, respectively, which are included as payable/receivable to affiliates on our consolidated balance sheet. In connection with the DraftKings Merger, GNOG LLC, Golden Nugget and GNLV agreed to amend the Trademark License Agreement pursuant to terms agreed to in the DraftKings Merger Agreement, including, among other things, to (i) extend the term of the Trademark License Agreement from twenty years to fifty years from the closing of the DraftKings Merger and (ii) eliminate the Exclusive Area Adjustment described above. A&R Online Gaming Operations Agreement Pursuant to an amended and restated online gaming operations agreement (the “A&R Online Gaming Operations Agreement”), GNAC granted GNOG LLC the right to host, manage, control, operate, support and administer, under GNAC’s land-based casino operating licenses, the “Golden Nugget”-branded online gaming business, the live dealer studio in New Jersey and the third-party operators. Under the A&R Online Gaming Operations Agreement, GNOG LLC is responsible for managing, administering and operating its online gaming business and providing services to GNAC in connection with the management and administration of certain platform agreements and GNAC is required to provide certain operational and infrastructure services to GNOG LLC in connection with its New Jersey operations. In addition to the royalty payable pursuant to the Trademark License Agreement, under the A&R Online Gaming Operations Agreement GNOG LLC is also obligated to reimburse GNAC for certain expenses incurred by GNAC in connection with the New Jersey online gaming business, such as New Jersey licensing costs, regulatory fees, certain gaming taxes and other expenses incurred by GNAC directly in connection with GNOG LLC’s operations in New Jersey. The A&R Online Gaming Operations Agreement has a term of five years commencing from April 2020 and is renewable by GNOG LLC for an additional five-year term. The A&R Online Gaming Operations Agreement also provides for, among other things, (a) minimum performance standards under which GNOG LLC is required to operate the “Golden Nugget”-branded online gaming business, and (b) an arm’s length risk allocation framework (including with respect to insurance and indemnification obligations). The A&R Online Gaming Operations Agreement, as modified by the Commercial Agreement (as defined in the DraftKings Merger Agreement) and certain other changes thereto agreed upon by GNAC and GNOG LLC, is expected to remain in effect following the completion of the DraftKings Merger. Lease Agreements We lease a portion of the space within the Golden Nugget Atlantic City Hotel & Casino located at 600 Huron Ave, Atlantic City, NJ 08401 from GNAC for the operation of an online live casino table gaming studio from which live broadcasted casino games are offered to online gaming customers. The lease has a five-year term from April 27, 2020, plus one five-year renewal period. This lease is expected to remain in effect following the completion of the DraftKings Merger. In connection with the closing of the Acquisition Transaction, GNOG LLC entered into office leases with Golden Nugget Atlantic City, LLC and Golden Nugget, LLC respectively, or their respective affiliates (collectively, the “Office Leases”). The Office Leases provide for annual rent payments of $88,128 for the office space leased in Houston, Texas and $24,252 for the office space leased in Atlantic City, New Jersey, subject to an increase of 10% for any renewal term and market rent increases in the event that GNOG LLC requires the use of additional office space during the term thereof. However, any amounts actually paid by GNOG LLC under the Trademark License Agreement and the A&R Online Gaming Operations Agreement will be credited against GNOG LLC’s rent obligations under the Office Leases. Each Office Lease will have a term of five years. In connection with any renewal of the term of the A&R Online Gaming Operations Agreement, GNOG LLC has an option to renew each Office Lease for the lesser of (i) five years or (ii) the length of the renewed term of the A&R Online Gaming Operations Agreement. Each Office Lease may be terminated by GNOG LLC or the respective landlord upon six months’ notice. These office leases are expected to remain in effect following the completion of the DraftKings Merger. Services Agreement In connection with the Acquisition Transaction, we entered into the Services Agreement with Golden Nugget to provide for the performance of certain services. Pursuant to the Services Agreement, GNAC and Golden Nugget have agreed to provide certain services and facilities, including payroll, accounting, financial planning and other agreed upon services, to us from time to time and we have agreed to provide continued management, consulting and administrative services to Golden Nugget’s applicable subsidiary in connection with retail sports betting conducted in such subsidiary’s brick-and-mortar casino. Under the Services Agreement, each party is responsible for its own expenses and the employer of any shared employee is responsible for such shared employee’s total compensation. Reimbursements we expensed under the Services Agreements totaled $0.3 million, $0.3 million and $0.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Services Agreement is expected to be terminated in connection with the completion of the DraftKings Merger. However, certain services are expected to continue on a transitional basis pursuant to a transition services agreement to be entered into in connection with the completion of the DraftKings Merger. Agreement with Danville Development On November 18, 2020, we entered into a definitive agreement with Danville Development, LLC (the “Danville Development”) for market access to the State of Illinois. 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 ours, formed to build a new “Golden Nugget”-branded casino in Danville, Illinois, pending obtaining all regulatory approvals. GN Danville, LLC will own a 25% equity interest in Danville Development and has an option to purchase the other equity interests in the future at a price to be determined pursuant to the definitive agreement. The definitive agreement has a term of 20 years and requires us to pay Danville Development a percentage of its online net gaming revenue, subject to minimum royalty payments over the term. In addition, under the definitive agreement, we hold the exclusive right to offer online sports betting and, if permitted by law in the future, online casino wagering. We have committed to cause a mezzanine loan to be provided in the amount of $30.0 million to Danville Development, which will indirectly benefit GN Danville, LLC, for the development and construction of the casino. 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. Tax Sharing Agreement Prior to the closing of the Acquisition Transaction, we were subject to a tax sharing agreement with the parent of Old GNOG. Amounts owed under the tax sharing agreement as of December 31, 2021 and 2020 were $0.0 million and $2.2 million, respectively, included in payable to an affiliate on our consolidated balance sheets. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events We have evaluated subsequent events through March 15, 2022, which is the date our financial statements were issued. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS Balance at Charges Beginning to Costs Balance at of Period and Expenses Deductions Other (1) End of Period Year Ended December 31, 2021: Valuation allowance for deferred taxes $ 67,386 $ (2,354) $ — $ 11,737 $ 76,769 Year Ended December 31, 2020: Valuation allowance for deferred taxes $ — $ — $ — $ 67,386 $ 67,386 (1) Amount for 2021 relates to an adjustment through equity related to the realizability of certain deferred tax assets associated with the exercise of our Public Warrants during the year and the amount for 2020 relates to a valuation allowance established on deferred tax assets related to the completion of the Acquisition Transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The acquisition of Old GNOG has been accounted for as a reverse recapitalization. Under this method of accounting, Old GNOG was treated as the acquirer for financial reporting purposes. Therefore, the consolidated financial statements included herein reflect (i) the historical operating results of Old GNOG prior to the Acquisition Transaction, (ii) our combined results following the Acquisition Transaction, (iii) the assets, liabilities and accumulated deficit of Old GNOG at their historical amounts, and (iv) our equity and earnings per share presented for the period from the closing date of the Acquisition Transaction through the end of the year. These audited consolidated financial statements include all the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. 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. Management utilizes estimates, including, but not limited to, the useful lives of assets and inputs used to calculate the tax receivable agreement liability. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. |
Emerging Growth Company | Emerging Growth Company 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 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 consolidated financial statements with another company which is either not an emerging growth company or an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration Risks and Vendor Uncertainties | Concentration Risks and Vendor Uncertainties Financial instruments that potentially subject us to concentrations of credit risk consist primarily of operating cash and cash equivalents and cash reserved for users. The Company maintains separate accounts for cash and cash reserved for users in two financial institutions. Some amounts exceed federally insured limits. Management believes all financial institutions holding our cash are of high credit quality and we do not believe we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company relies on a limited number of vendors to support their operations. In particular, a single vendor is currently the primary provider of the online gaming platform that allows the Company to host its iGaming and sports betting offerings. Any interruption in the services provided by this supplier could have a material adverse effect on the Company’s business, financial conditions and results of operations. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on account 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. Restricted cash represents required amounts on hand that generally represent the amount of players’ funds on deposit in their wagering accounts. |
Accounts Receivable | Accounts Receivable Receivables consist of amounts due from third-party payment processors and online gaming operators. As of December 31, 2021, and 2020, there were $9.5 million and $4.7 million, respectively, due from gaming operators. 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, 2021 and 2020 there was no allowance for doubtful accounts. Accounts receivable are non-interest bearing and are initially recorded at cost. Amounts written off totaled $0.4 million, $0.4 million and $0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Customer Deposits | Customer Deposits Customer deposits are liabilities that relate to amounts due to players and online betting operators and are required to be maintained to comply with regulatory requirements. The amounts due to players consist of customer deposits, plus bonuses converted to cash, plus winning wagers, less losing wagers, and less player withdrawals. We separately track amounts due to players and per certain regulatory requirements must maintain a balance equal to or greater than amounts due as restricted cash. |
Property and Equipment, net | Property and Equipment, net Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: Computer equipment and software 3 Furniture and fixtures 5 years Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements, generally 1 |
Warrant Derivative Liabilities | Warrant Derivative Liabilities In accordance with ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, The sponsor warrants contain provisions that change depending on who holds the warrant. If the sponsor warrants are held by someone other than the initial purchasers or their permitted transferees, the sponsor warrants will be redeemable by us and exercisable by such holders on the same basis as the public warrants. This feature precludes the sponsor warrants from being indexed to our common stock, and thus the warrants are classified as a liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in the value of the public warrants and sponsor warrants may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. As of December 31, 2021, all of the public warrants had been redeemed or exercised and as of December 31, 2020, the fair value of the public warrants was $94.9 million. As of December 31, 2021 and December 31, 2020, the fair value of the sponsor warrants was $27.8 million and $81.5 million, respectively. We recorded a gain on warrant derivatives of $105.2 million and $39.6 million in our statement of operations as of December 31, 2021 and 2020 respectively. |
Financial Instruments and Fair Value | 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. Our public warrants and sponsor warrants are carried at fair value as of December 31, 2021 and 2020. The public warrants are valued using level 1 inputs and the sponsor warrants are valued using level 3 inputs. The fair value of the sponsor warrants is estimated using a modified version of the Black-Scholes option pricing formula for European calls. Specifically, we assumed a term for the sponsor warrants equal to the contractual term from the expected business combination date. We then discounted the resulting value to the valuation date using a risk-free interest rate. Significant level 3 inputs used to calculate the fair value of the sponsor warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate. The following provides a reconciliation of our warrant derivative liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 3 Total Balance at closing of Acquisition Transaction $ 109,633 $ 106,312 $ 215,945 Gain on warrant derivatives (14,758) (24,828) (39,586) December 31, 2020 $ 94,875 $ 81,484 $ 176,359 Gain on warrant derivatives (51,557) (53,656) (105,213) Reclassified to additional paid-in capital upon exercise (43,318) — (43,318) December 31, 2021 $ — $ 27,828 $ 27,828 The following table provides qualitative information regarding our level 3 fair value measurements: December 31, December 31, 2021 2020 Stock price $ 9.95 $ 19.70 Strike price $ 11.50 $ 11.50 Public warrant price $ n/a $ 9.00 Term (in years) 4.00 4.99 Volatility 67.5 % 75.0 % Risk-free rate 1.11 % 0.36 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 4.73 $ 13.85 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 December 31, 2021 was $150.7 million and $136.2 million, respectively. As of December 31, 2020 the fair value and carrying value of our long-term debt was $171.0 million and $145.0 million, respectively. |
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 recognized as the aggregate net difference between gaming wins and losses and are recorded as gaming revenue in the accompanying statements of operations, with liabilities recognized for funds deposited by customers before gaming play occurs. We report 100% of wins as revenue and our content provider’s share is reported in costs and expenses. Jackpots, other than the incremental progressive jackpots, are recognized at the time they are won by customers. We accrue the incremental progressive jackpots as the progressive games are played, and the progressive jackpot amount increases, with a corresponding reduction to gaming revenues. Free play and other incentives to customers related to internet gaming play are recorded as a reduction of 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. |
Gaming Taxes | Gaming Taxes We incur gaming taxes, which are determined by each jurisdiction in which we operate, and are generally based on a percentage of gross gaming revenues (“GGR”) minus applicable deductions. We record a liability for gaming taxes payable as accrued gaming and related taxes in our consolidated balance sheets. |
Advertising | Advertising Advertising costs are expensed as incurred during such year and are recorded as selling, general and administrative expense in our accompanying statements of operations. Advertising expenses were $61.7 million, $17.5 million and $9.3 million, in 2021, 2020 and 2019, respectively |
Stock-Based Compensation | Stock-Based Compensation We measure compensation expenses for stock awards in accordance with ASC 718, Compensation-Stock Compensation |
Income Taxes | Income Taxes We were subject to a tax sharing agreement with certain affiliates prior to the December 29, 2020 closing date of the Acquisition Transaction and we recognized tax assets and liabilities associated with temporary differences on a separate return basis in accordance with GAAP. Following the consummation of the Acquisition Transaction, we operate as an Up-C, meaning that substantially all of our assets are held indirectly through Golden Nugget Online Gaming LLC (“GNOG LLC”), our indirect subsidiary, and our business is conducted through GNOG LLC. 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 | Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this standard as of January 1, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. 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 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. Adoption of this standard did not materially impact our financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted 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. The adoption of this standard did not have a material impact on our financial statements. The Company has adopted the standard as of January 1, 2022. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”, as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The new guidance is effective for all public companies for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019, the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU No. 2016-13 until January 2023. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments apply to companies, subject to meeting certain criteria, that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update are effective as of March 12, 2020, through December 31, 2022. The Company has not yet adopted this new guidance and is evaluating the qualitative and quantitative effect the new guidance will have on its Financial Statements. The Company has a term loan with interest rates subject to LIBOR. Upon the discontinuation of LIBOR, it will be replaced by a comparable or successor rate approved by the lender’s agent. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of property, plant and equipment, useful life | Computer equipment and software 3 Furniture and fixtures 5 years Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements, generally 1 |
Schedule of warrant derivative liabilities measured at fair value on a recurring basis | The following provides a reconciliation of our warrant derivative liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 3 Total Balance at closing of Acquisition Transaction $ 109,633 $ 106,312 $ 215,945 Gain on warrant derivatives (14,758) (24,828) (39,586) December 31, 2020 $ 94,875 $ 81,484 $ 176,359 Gain on warrant derivatives (51,557) (53,656) (105,213) Reclassified to additional paid-in capital upon exercise (43,318) — (43,318) December 31, 2021 $ — $ 27,828 $ 27,828 |
Schedule of qualitative information regarding our level 3 fair value measurements | The following table provides qualitative information regarding our level 3 fair value measurements: December 31, December 31, 2021 2020 Stock price $ 9.95 $ 19.70 Strike price $ 11.50 $ 11.50 Public warrant price $ n/a $ 9.00 Term (in years) 4.00 4.99 Volatility 67.5 % 75.0 % Risk-free rate 1.11 % 0.36 % Dividend yield 0.0 % 0.0 % Fair value of warrants $ 4.73 $ 13.85 |
Acquisition Transaction (Tables
Acquisition Transaction (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition Transaction | |
Schedule of aggregate cash, equity and other consideration | The following represents the aggregate cash, equity and other consideration (in thousands): Rollover equity issued at closing 31,351 Value per unit of rollover equity (1) $ 10.00 Total equity consideration $ 313,510 Plus: Cash consideration $ 30,000 Plus: GNOG debt repayment 150,000 Plus: Debt repayment fees and accrued interest 28,975 Plus: Tax receivable agreement 23,334 Total cash, equity and other consideration $ 545,819 (1) Equity consideration is calculated using a $10.00 reference price. The closing share price on the date of the consummation of the transaction was $25.49. As the transaction was accounted for as a reverse recapitalization, the value per share is disclosed for informational purposes only in order to indicate the fair value of shares transferred. |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 contained therein for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Gaming $ 113,352 $ 79,919 $ 47,694 Market access and live dealer studio 11,432 8,753 5,903 Reimbursables 3,460 2,448 1,824 Total revenue $ 128,244 $ 91,120 $ 55,421 |
Schedule of information about receivables, 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): December 31, 2021 2020 Receivables, which are included in "Accounts receivable - trade and other" $ 9,453 $ 4,703 Contract liabilities (1) $ (6,631) $ (9,136) (1) As of December 31, 2021, includes $3.3 million recorded as deferred revenue – current, $0.1 million of loyalty program liability recorded as accrued gaming and related taxes and $3.2 million recorded as deferred revenue - long-term in our consolidated balance sheets. As of December 31, 2020, includes $3.3 million recorded as deferred revenue, $0.0 million of loyalty program liability recorded as accrued gaming and related taxes and $5.8 million recorded as deferred revenue in long-term liabilities in our consolidated balance sheets. Significant changes in contract liabilities balances during 2021 and 2020 are as follows (in thousands): Year ended December 31, 2021 2020 Decrease due to recognition of revenue $ 4,353 $ 2,854 Increase due to cash received, excluding amounts recognized as revenue $ 1,848 $ 5,240 |
Schedule of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) | Year Ending December 31, 2022 $ 3,455 2023 1,433 2024 571 2025 322 2026 200 Thereafter 650 Total $ 6,631 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of property and equipment | Property and equipment are comprised of the following (in thousands): December 31, 2021 2020 Leasehold improvements $ 1,281 $ 544 Furniture, fixtures and equipment 1,962 613 3,243 1,157 Less - accumulated depreciation (775) (551) $ 2,468 $ 606 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Balance Sheet Information | |
Schedule of other long-term assets | Other long-term assets are comprised of the following (in thousands): December 31, 2021 2020 Prepaid market access royalties and other, net $ 30,359 $ 2,970 Computer software, net 327 6 $ 30,686 $ 2,976 |
Schedule of accrued liabilities | Accrued gaming and related taxes are comprised of the following (in thousands): December 31, 2021 2020 Gaming related, excluding taxes $ 7,848 $ 10,046 Taxes, other than payroll and income taxes 9,534 6,670 $ 17,382 $ 16,716 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Term Debt | |
Summary of long-term debt | Long-term debt is comprised of the following (in thousands): December 31, 2021 2020 Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 $ 139,385 $ 150,000 Less: Deferred debt issuance costs - term loan (1,926) (3,233) Less: Unamortized discount - term loan (3,199) (5,040) Equipment notes, net of unamortized discount for imputed interest of $40 at interest rates of 2.4% to 2.6% 1,339 — Total debt, net of unamortized debt issuance costs and discounts 135,599 141,727 Less: Current portion (622) — Long-term debt $ 134,977 $ 141,727 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of provision for income taxes | The provision for income taxes for the years ended December 31, 2021, 2020 and 2019 is summarized as follows (in thousands): December 31, 2021 2020 2019 Current: Federal $ — $ 275 $ 3,315 State — 2,124 2,376 Total current income taxes $ — $ 2,399 $ 5,691 Deferred: Federal $ (5,231) $ (6,680) $ 19 State 955 (3,370) 250 Total deferred income taxes (4,276) (10,050) 269 Provision for income taxes $ (4,276) $ (7,651) $ 5,960 |
Schedule of effective income tax rate | December 31, 2021 2020 2019 Income tax at statutory rate 21.0 % 21.0 % 21.0 % Non-taxable gain on warrant derivatives (41.2) % (4,115.4) % — Loss attributable to non-controlling interest 8.5 % 1,808.4 % — State tax expense 1.8 % (837.1) % 12.1 % Non-deductible expenses 2.4 % 50.0 % — Changes in unrecognized tax benefits — (714.5) % 0.7 % Other (0.5) — — Effective tax rate (8.0) % (3,787.6) % 33.8 % |
Schedule of deferred income tax assets and liabilities | Deferred tax assets and liabilities as of December 31, 2021 and 2020 are comprised of the following (in thousands): December 31, 2021 2020 Deferred tax assets: Investment in GNOG, LLC $ 106,624 $ 96,934 Excess business interest expense 7,485 4,965 Net operating loss 3,346 203 Accruals and other 298 — Deferred tax assets, prior to valuation reserve 117,753 102,102 Valuation allowance (76,769) (67,386) Deferred tax assets, net of valuation reserve 40,984 34,716 Deferred tax liabilities: Property and other — — Net deferred tax asset $ 40,984 $ 34,716 |
Schedule of reconciliation of the beginning and ending amount of unrecognized tax benefits | The changes to unrecognized tax benefits, excluding interest and penalties that we recognize as a component of income tax expense is as follows (in thousands): December 31, 2021 2020 2019 Balance at beginning of year $ — $ 2,829 $ 2,960 Additions for current year tax positions — — — Reductions for prior year tax positions — (2,829) (131) Balance at end of year $ — $ — $ 2,829 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-based Compensation | |
Summary of compensation cost recognized for stock-based payment arrangements | Compensation Costs A summary of compensation cost recognized for stock-based payment arrangements is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Compensation cost recognized: Restricted stock units and performance-based restricted stock units $ 11,993 $ 35 $ — $ 11,993 $ 35 $ — |
Summary of the status of our restricted stock unit awards and of changes in our restricted stock unit awards outstanding | A summary of the status of our restricted stock unit awards and performance based restricted stock unit awards and of changes in our restricted stock unit awards and performance based restricted stock unit awards outstanding for the year ended December 31, 2021 is as follows: Weighted Average Grant-Date Fair Value Shares Per Share Outstanding at January 1, 2020 — $ — Granted 1,035,000 25.49 Vested and converted — — Forfeited/expired — — Outstanding at December 31, 2020 1,035,000 $ 25.49 Granted 1,322,344 17.90 Vested and converted (260,849) 25.40 Forfeited/expired — — Outstanding at December 31, 2021 2,096,495 $ 20.71 |
Summary of assumptions used to calculate the fair value | Grant Date April 14, 2021 Grant Date Stock Price $ 15.57 Expected stock price volatility 88.70 % Risk-free rate of interest 0.35 % Dividend yield 0.00 % Fair value per share $ 13.86 |
Stockholder' Deficit and Earn_2
Stockholder' Deficit and Earning (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholder' Deficit and Earning (Loss) per Share | |
Schedule of earnings (loss) per share | Year Closing Date Ended Through December 31, December 31, Numerator: 2021 2020 Net income $ 57,877 $ 7,853 Less: Net income prior to the acquisition transaction — (415) Less: Net loss attributable to non-controlling interests 21,693 17,350 Net income attributable to GNOG - basic 79,570 24,788 Less: Gain on warrant derivatives (105,213) (39,586) Add: Net loss attributable to non-controlling interests (21,693) (17,350) Net loss attributable to GNOG - diluted $ (47,336) $ (32,148) Denominator: Weighted average shares outstanding - Class A common stock 45,219 36,982 Weighted average shares outstanding - RSUs 80 — Subtotal - basic 45,299 36,982 Weighted average shares outstanding - Warrants 2,104 8,561 Weighted average shares outstanding - Class B Units redeemed 31,538 31,351 Weighted average shares outstanding - diluted 78,941 76,894 Earnings (loss) per share: Basic $ 1.76 $ 0.67 Diluted $ (0.60) $ (0.42) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Summary of future minimum lease payments | Assuming no amounts are paid under the Trademark License Agreement and the A&R Online Gaming Operations Agreement, future minimum lease payments are as follows (in thousands): Year Ending December 31, 2022 379 2023 379 2024 259 2025 84 2026 - Total $ 1,101 |
Summary of future minimum payments of other contractual obligations and contingencies | Year Ending December 31, 2022 27,309 2023 5,325 2024 26,310 2025 23,684 2026 10,600 Thereafter 53,250 Total $ 146,478 |
Nature of Operations and Rece_2
Nature of Operations and Recent Developments (Details) | Aug. 09, 2021item$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2021$ / shares |
Maximum | |||
Nature of Operations and Recent Developments | |||
Percentage of sports betting on revenue | 1.00% | ||
Class A common stock | |||
Nature of Operations and Recent Developments | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class B common stock | |||
Nature of Operations and Recent Developments | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Draft Kings Merger | |||
Nature of Operations and Recent Developments | |||
Exchange ratio of shares | 0.365 | ||
Number of years anniversary | 5 years | ||
Draft Kings Merger | Class A common stock | |||
Nature of Operations and Recent Developments | |||
Common stock, par value | $ 0.0001 | ||
Number of shares issued for each share | item | 1 | ||
Draft Kings Merger | Class B common stock | |||
Nature of Operations and Recent Developments | |||
Common stock, par value | $ 0.0001 | ||
Number of shares issued for each share | item | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Number of operating segments | 1 | ||
Due from third parties | $ 9,500 | $ 4,700 | |
Allowance for doubtful accounts | 0 | 0 | |
Amounts written off | 400 | 400 | $ 200 |
Warrant derivative liabilities | 27,828 | 176,359 | 215,945 |
Gain on warrant derivative | (105,213) | (39,586) | |
Advertising and promotion | 61,656 | 17,468 | 9,291 |
Public warrants | |||
Warrant derivative liabilities | 94,900 | ||
Sponsor warrants | |||
Warrant derivative liabilities | 27,800 | 81,500 | |
Level 1 | |||
Warrant derivative liabilities | 94,875 | $ 109,633 | |
Gain on warrant derivative | (51,557) | (14,758) | |
Level 1 | Estimate of Fair Value Measurement | |||
Long term debt | 150,700 | 171,000 | |
Level 1 | Reported Value Measurement | |||
Long term debt | $ 136,200 | $ 145,000 | |
Casino | |||
Revenue from customers (as percentage) | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property plant and equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment and software | Minimum | |
Estimated useful lives | 3 years |
Computer equipment and software | Maximum | |
Estimated useful lives | 5 years |
Furniture and fixtures | |
Estimated useful lives | 5 years |
Leasehold improvements | Minimum | |
Estimated useful lives | 1 year |
Leasehold improvements | Maximum | |
Estimated useful lives | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Financial Instruments and Fair Value - Reconciliation of warrant derivative liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at beginning of the period | $ 176,359 | $ 215,945 |
Gain on warrant derivative | (105,213) | (39,586) |
Reclassified to additional paid-in capital upon exercise | (43,318) | |
Ending balance | 27,828 | 176,359 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at beginning of the period | 94,875 | 109,633 |
Gain on warrant derivative | (51,557) | (14,758) |
Reclassified to additional paid-in capital upon exercise | (43,318) | |
Ending balance | 94,875 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at beginning of the period | 81,484 | 106,312 |
Gain on warrant derivative | (53,656) | (24,828) |
Ending balance | $ 27,828 | $ 81,484 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Financial Instruments and Fair Value - Level 3 fair value measurements (Details) - Level 3 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9.95 | 19.70 |
Strike price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Public warrant price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 9 | |
Term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 4 | 4.99 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 67.5 | 75 |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 1.11 | 0.36 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0 | 0 |
Fair value of warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 4.73 | 13.85 |
Acquisition Transaction - Addit
Acquisition Transaction - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | |
Business Acquisition [Line Items] | ||
Merger and Acquisition Transaction related expenses | $ 6,332 | $ 4,137 |
Class A common stock | ||
Business Acquisition [Line Items] | ||
Share Price | $ / shares | $ 9.95 | $ 19.70 |
Golden Nugget Online Gaming, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill | $ 0 | |
Intangible assets other than goodwill | 0 | |
Consideration payable in shares | $ 313,510 | |
Rollover equity issued at closing | shares | 31,351,000 | |
Cash consideration | $ 30,000 | |
Plus: GNOG debt repayment | 150,000 | |
Prepayment premium | 24,000 | |
Accrued and unpaid interest amount | $ 4,900 | |
Number of votes | Vote | 10 | |
Maximum percentage of voting interests to be held subject to automatic downward adjustment | 79.90% | |
Tax receivable agreement percentage | 85.00% | |
Tax receivable agreement certain percentage | 15.00% | |
Equity consideration share price | $ / shares | $ 10 | |
Share Price | $ / shares | $ 25.49 | |
Merger and Acquisition Transaction related expenses | $ 4,100 | |
Golden Nugget Online Gaming, Inc. [Member] | Class B units | ||
Business Acquisition [Line Items] | ||
Rollover equity issued at closing | shares | 31,350,625 | |
Economic interest | 45.90% | |
Golden Nugget Online Gaming, Inc. [Member] | Class B common stock | ||
Business Acquisition [Line Items] | ||
Rollover equity issued at closing | shares | 31,350,625 |
Acquisition Transaction - Consi
Acquisition Transaction - Consideration (Details) - Golden Nugget Online Gaming, Inc. [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Rollover equity issued at closing | shares | 31,351 |
Value per unit of rollover equity | $ / shares | $ 10 |
Total equity consideration | $ 313,510 |
Plus: Cash consideration | 30,000 |
Plus: GNOG debt repayment | 150,000 |
Plus: Debt repayment fees and accrued interest | 28,975 |
Plus: Tax receivable agreement | 23,334 |
Total cash, equity and other consideration | $ 545,819 |
Revenues from Contracts with _3
Revenues from Contracts with Customers (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from Contracts with Customers | ||
Deferred revenue - loyalty program | $ 0.1 | $ 0 |
Deferral percentage of cash converted point balance | 100.00% |
Revenues from Contracts with _4
Revenues from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from Contracts with Customers | |||
Total revenue | $ 128,244 | $ 91,120 | $ 55,421 |
Gaming | |||
Revenues from Contracts with Customers | |||
Total revenue | 113,352 | 79,919 | 47,694 |
Market access and live dealer studio | |||
Revenues from Contracts with Customers | |||
Total revenue | 11,432 | 8,753 | 5,903 |
Reimbursables | |||
Revenues from Contracts with Customers | |||
Total revenue | $ 3,460 | $ 2,448 | $ 1,824 |
Revenues from Contracts with _5
Revenues from Contracts with Customers - Receivables, contract asset and contract liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from Contracts with Customers | ||
Receivables, which are included in "Accounts receivable - trade and other" | $ 9,453 | $ 4,703 |
Contract liabilities | (6,631) | (9,136) |
Deferred revenue - current | 3,329 | 3,269 |
Deferred revenue - loyalty program | 100 | 0 |
Deferred revenue - long-term | $ 3,189 | $ 5,821 |
Revenues from Contracts with _6
Revenues from Contracts with Customers - Changes in contract assets and contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in contract assets and liabilities balances | ||
Decrease due to recognition of revenue | $ (4,353) | $ (2,854) |
Increase due to cash received, excluding amounts recognized as revenue | $ 1,848 | $ 5,240 |
Revenues from Contracts with _7
Revenues from Contracts with Customers - Transaction Price Allocated to the Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 6,631 |
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 | $ 3,455 |
Period of revenue expected to be recognized | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 1,433 |
Period of revenue expected to be recognized | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 571 |
Period of revenue expected to be recognized | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 322 |
Period of revenue expected to be recognized | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 200 |
Period of revenue expected to be recognized | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue | $ 650 |
Period of revenue expected to be recognized |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment | ||
Property and equipment, Gross | $ 3,243 | $ 1,157 |
Less - accumulated depreciation | (775) | (551) |
Property, Plant and Equipment, Net, Total | 2,468 | 606 |
Leasehold improvements | ||
Property and equipment | ||
Property and equipment, Gross | 1,281 | 544 |
Furniture, fixtures and equipment | ||
Property and equipment | ||
Property and equipment, Gross | $ 1,962 | $ 613 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Other long-term assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplemental Balance Sheet Information | ||
Prepaid market access royalties and other, net | $ 30,359 | $ 2,970 |
Computer software, net | 327 | 6 |
Total | $ 30,686 | $ 2,976 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Accrued gaming and related taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Supplemental Balance Sheet Information | ||
Gaming related, excluding taxes | $ 7,848 | $ 10,046 |
Taxes, other than payroll and income taxes | 9,534 | 6,670 |
Total | $ 17,382 | $ 16,716 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Deferred debt issuance costs | $ (1,926) | $ (3,233) |
Less: Unamortized discount | (3,199) | (5,040) |
Total debt, net of unamortized debt issuance costs and discounts | 135,599 | 141,727 |
Less: Current portion | (622) | |
Long-term debt | 134,977 | 141,727 |
Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 | ||
Debt Instrument [Line Items] | ||
long-term debt | 139,385 | 150,000 |
Less: Deferred debt issuance costs | (1,100) | (3,300) |
Less: Unamortized discount | (1,500) | $ (5,000) |
Equipment Notes | ||
Debt Instrument [Line Items] | ||
Total debt, net of unamortized debt issuance costs and discounts | $ 1,339 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) $ in Thousands | Apr. 08, 2020USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||
Repayments of Debt | $ 12,237 | $ 175,384 | ||
Deferred debt issuance costs | 1,926 | 3,233 | ||
Unamortized discount | 3,199 | $ 5,040 | ||
Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest only term loan | $ 300,000 | $ 300,000 | ||
Net proceeds from term loan | $ 288,000 | |||
Issuance discount (as a percent) | 4 | |||
Interest rate, floor | 1 | 1 | ||
Repayments of Debt | $ 10,600 | $ 150,000 | ||
Prepayment premium | $ 1,600 | 24,000 | ||
Deferred debt issuance costs | 1,100 | $ 3,300 | ||
Unamortized discount | $ 1,500 | $ 5,000 | ||
Percentage of aggregate principal amount to calculate the present value of prepayment premium under the make-whole provision | 100 | |||
Term loan, LIBOR + 12.0% (floor 1.0%), interest only due October 4, 2023 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Spread on variable rate | 12.00% | 12.00% | ||
Equipment Notes | ||||
Debt Instrument [Line Items] | ||||
Imputed interest | $ 40 | |||
Equipment Notes | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates | 2.40% | |||
Debt term (in years) | 3 years | |||
Equipment Notes | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rates | 2.60% | |||
Debt term (in years) | 4 years |
Income Taxes - Analysis of the
Income Taxes - Analysis of the provision (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 275 | $ 3,315 | |
State | 2,124 | 2,376 | |
Total current income taxes | 2,399 | 5,691 | |
Deferred: | |||
Federal | $ (5,231) | (6,680) | 19 |
State | 955 | (3,370) | 250 |
Deferred Income Tax Expense (Benefit), Total | (4,276) | (10,050) | 269 |
Income Tax Expense (Benefit), Total | $ (4,276) | $ (7,651) | $ 5,960 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate differs from the federal statutory rate | |||
Income tax at statutory rate | 21.00% | 21.00% | 21.00% |
Non-taxable gain on warrant derivatives | (41.20%) | (4115.40%) | |
Loss attributable to non-controlling interest | 8.50% | 1808.40% | |
State tax expense | 1.80% | (837.10%) | 12.10% |
Non-deductible expenses | (2.40%) | (50.00%) | |
Changes in unrecognized tax benefits | (714.50%) | 0.70% | |
Other | (0.50%) | ||
Effective tax rate | (8.00%) | (3787.60%) | 33.80% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Investment in GNOG, LLC | $ 106,624 | $ 96,934 |
Excess business interest expense | 7,485 | 4,965 |
Net operating loss | 3,346 | 203 |
Accruals and other | 298 | |
Deferred tax assets, prior to valuation reserve | 117,753 | 102,102 |
Valuation allowance | (76,769) | (67,386) |
Deferred tax assets, net of valuation reserve | 40,984 | 34,716 |
Deferred tax liabilities: | ||
Net deferred tax asset | $ 40,984 | $ 34,716 |
Income Taxes - Unrecognized tax
Income Taxes - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes to unrecognized tax benefits, excluding interest and penalties that we recognize as a component of income tax expense | |||
Balance at beginning of year | $ 2,829 | $ 2,960 | |
Reductions for prior year tax positions | $ 0 | $ (2,829) | (131) |
Balance at end of year | $ 2,829 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Unrecognized tax liability | $ 2,829 | $ 2,960 |
Unrecognized tax liability, interest amount | $ 500 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Stock-based Compensation | |
Number of shares authorized | 5,000,000 |
Percentage of increase in total outstanding shares | 1.00% |
Shares available for future awards | 3,012,479 |
Stock-based Compensation - Perf
Stock-based Compensation - Performance-Based Restricted Stock Units (Details) - Performance-Based Restricted Stock Units | Apr. 14, 2021$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | shares | 150,000 |
Vesting period | 3 years |
Grant Date Stock Price | $ / shares | $ 15.57 |
Expected stock price volatility | 88.70% |
Risk-free rate of interest | 0.35% |
Dividend yield | 0.00% |
Fair value per share | 13.86 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based payment arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost recognized | $ 11,993 | $ 35 |
Restricted stock units and performance-based restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost recognized | $ 11,993 | $ 35 |
Stock-based Compensation - Vest
Stock-based Compensation - Vested restricted stock unit awards (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted stock units | Class A common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares per unit | 1 | ||
Exercise price | $ 0 | ||
Performance-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance period | 3 years | ||
Restricted stock units and performance-based restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 20.71 | $ 25.49 | |
Total unrecognized compensation cost | $ 38 | ||
Total unrecognized compensation cost expected to be recognized over a weighted-average period | 1 year 3 months 7 days | ||
Minimum | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 months | ||
Maximum | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted stock unit awards (Details) - Restricted stock units and performance-based restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||
Outstanding at the beginning | 1,035,000 | |
Granted | 1,322,344 | 1,035,000 |
Vested and converted | (260,849) | |
Outstanding at the end | 2,096,495 | 1,035,000 |
Weighted Average Grant-Date Fair Value Per Share | ||
Outstanding at the beginning (in dollars per share) | $ 25.49 | |
Granted (in dollars per share) | 17.90 | $ 25.49 |
Vested and converted (in dollars per share) | 25.40 | |
Outstanding at the end (in dollars per share) | $ 20.71 | $ 25.49 |
Stockholder' Deficit and Earn_3
Stockholder' Deficit and Earning (Loss) per Share - Acquisition Transaction (Details) | Dec. 29, 2020shares | Dec. 31, 2021shares | Dec. 31, 2020shares |
Class of Stock [Line Items] | |||
Common stock issued | 31,625,000 | ||
Common stock outstanding | 31,625,000 | ||
Shares redeemed | 5,180 | ||
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock issued | 46,727,317 | 36,982,320 | |
Common stock outstanding | 46,727,317 | 36,982,320 | |
Share conversion ratio | 1 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock issued | 31,657,545 | 31,350,625 | |
Common stock outstanding | 31,657,545 | 31,350,625 | |
Shares held by co-sponsors | 7,906,250 | ||
Shares forfeited | 2,543,750 |
Stockholder' Deficit and Earn_4
Stockholder' Deficit and Earning (Loss) per Share - Common Stock (Details) | 12 Months Ended | ||
Dec. 31, 2021Voteitem$ / sharesshares | Aug. 09, 2021$ / shares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | |||
Common stock outstanding | 31,625,000 | ||
Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Threshold period to exchange units | 180 days | ||
Share of common stock issuable per unit | 1 | ||
Cash equivalent of the market value of number of share of common stock per unit | item | 1 | ||
Redemption of common stock, threshold trading days | 10 days | ||
Maximum | Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Maximum percentage of voting interests to be held subject to automatic downward adjustment | 79.90% | ||
Mr. Fertitta and his affiliates beneficially own 30% or more | Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Beneficial ownership | 30.00% | ||
Mr. Fertitta and his affiliates beneficially own 30% or more | Maximum | Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Number of votes per share | Vote | 10 | ||
Mr. Fertitta and his affiliates cease to beneficially own 30% or more | Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Number of votes per share | Vote | 1 | ||
Beneficial ownership | 30.00% | ||
Mr. Fertitta and his affiliates cease to beneficially own 30% or more | Minimum | Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Number of votes per share | Vote | 1 | ||
Class A common stock | |||
Class of Stock [Line Items] | |||
Common stock outstanding | 46,727,317 | 36,982,320 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 220,000,000 | 220,000,000 | |
Number of votes per share | Vote | 1 | ||
Class B common stock | |||
Class of Stock [Line Items] | |||
Common stock outstanding | 31,657,545 | 31,350,625 | |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Class B common stock | Mr. Fertitta and his affiliates | |||
Class of Stock [Line Items] | |||
Number of votes per share | Vote | 10 |
Stockholder' Deficit and Earn_5
Stockholder' Deficit and Earning (Loss) per Share - Dividends (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholder' Deficit and Earning (Loss) per Share | |||
Dividends, Common Stock | $ 0 | $ 30,542 | $ 10,776 |
Stockholder' Deficit and Earn_6
Stockholder' Deficit and Earning (Loss) per Share - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2021 | Feb. 04, 2021 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | |||
Warrants Exercised | 9,584,227 | ||
Proceeds from Warrant Exercises | $ 110,200 | $ 110,068 | |
Public warrants | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per warrant | $ 0.01 | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | ||
Threshold trading days for redemption of warrants | 20 days | ||
Threshold consecutive trading days for redemption of warrants | 30 days | ||
Sponsor warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants outstanding | 5,883,333 | ||
Number of share per warrant | 1 | ||
Exercise price | $ 11.50 | ||
Threshold Period for Not to Transfer, Assign or Sell Any Warrants After Completion of Acquisition Transaction | 30 days |
Stockholder' Deficit and Earn_7
Stockholder' Deficit and Earning (Loss) per Share - Redeemable Non-Controlling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Contribution from LF, LLC | $ 4,277 | |
Common Stock, Shares, Outstanding | 31,625,000 | |
Class B Units | ||
Class of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 31,657,545 | 31,350,625 |
Redemption value of units | $ 315,000 | $ 617,600 |
Class B Units | LF LLC | ||
Class of Stock [Line Items] | ||
Number of units issued | 31,657,545 | 31,350,625 |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 46,727,317 | 36,982,320 |
Trading price | $ 9.95 | $ 19.70 |
LF LLC | ||
Class of Stock [Line Items] | ||
Threshold period after the closing of the Acquisition Transaction, the holder of the Class B Units is entitled to redeem units | 180 days | |
LF LLC | Class B Units | ||
Class of Stock [Line Items] | ||
Economic interest | 40.40% | 45.90% |
Stockholder' Deficit and Earn_8
Stockholder' Deficit and Earning (Loss) per Share - Schedule of Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income | $ 57,877 | $ 7,853 | $ 11,671 |
Net income prior to the acquisition transaction | (415) | ||
Net loss attributable to non-controlling interests | 21,693 | 17,350 | |
Net Income (Loss) Available to Common Stockholders, Basic, Total | 79,570 | 24,788 | |
Less: Gain on warrant derivatives | (105,213) | (39,586) | |
Net loss post Acquisition Transaction attributable to non-controlling interests | (21,693) | (17,350) | |
Net loss attributable to GNOG - diluted | $ (47,336) | $ (32,148) | |
Denominator: | |||
Weighted average shares outstanding - Class A common stock | 45,219 | 36,982 | |
Weighted average shares outstanding - RSUs | 80 | ||
Subtotal - basic | 45,299 | 36,982 | |
Weighted average shares outstanding - Warrants | 2,104 | 8,561 | |
Weighted average shares outstanding - Class B Units redeemed | 31,538 | 31,351 | |
Weighted Average Number of Shares Outstanding, Diluted, Total | 78,941 | 76,894 | |
Earnings (loss) per share: | |||
Basic | $ 1.76 | $ 0.67 | |
Diluted | $ (0.60) | $ (0.42) |
Stockholder' Deficit and Earn_9
Stockholder' Deficit and Earning (Loss) per Share - Loss per Share (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Restricted Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 722,579 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accelerated Share Repurchases [Line Items] | ||
Percentage of increase in annual rent payments | 10.00% | |
Rent expense paid | $ 0 | $ 0 |
Rental expenses recognized | $ 0 | $ 0 |
Term of lease | 5 years | |
Renewal term of lease | 5 years | |
Threshold notice period for lease termination | 6 months | |
Office Leases | Office Space Leased In Houston Texas | ||
Accelerated Share Repurchases [Line Items] | ||
Annual rent payments | $ 88,128 | |
Office Leases | Office Space Leased In Atlantic City New Jersey | ||
Accelerated Share Repurchases [Line Items] | ||
Annual rent payments | $ 24,252 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2022 | $ 379 |
2023 | 379 |
2024 | 259 |
2025 | 84 |
Total | $ 1,101 |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Contractual Obligation, Fiscal Year Maturity [Abstract] | |
2022 | $ 27,309 |
2023 | 5,325 |
2024 | 26,310 |
2025 | 23,684 |
2026 | 10,600 |
Thereafter | 53,250 |
Total | $ 146,478 |
Commitments and Contingencies_4
Commitments and Contingencies - Agreement with Danville Development (Details) $ in Millions | Dec. 31, 2021USD ($) |
Danville Development | Commitment to provide mezzanine loan | |
Other Commitments [Line Items] | |
Amount committed | $ 30 |
Commitments and Contingencies_5
Commitments and Contingencies - Employment Agreements (Details) - Employment Agreements [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)employee | |
Other Commitments [Line Items] | |
Number of Key Employees | employee | 4 |
Minimum base cash compensation | $ 1.1 |
Potential severance payments | 2.2 |
Cash payments to be made to each employee in year 2022 | $ 2.5 |
Minimum | |
Other Commitments [Line Items] | |
Original term of agreement | 3 years |
Maximum | |
Other Commitments [Line Items] | |
Original term of agreement | 5 years |
Related Party Transactions - Se
Related Party Transactions - Second A&R Intercompany Note (Details) - USD ($) $ in Thousands | Dec. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Additional capital contributions from the parent | $ 4,277 | ||
First Intercompany Note | |||
Related Party Transaction [Line Items] | |||
Reduction in the principal amount outstanding | $ 150,000 | ||
Reduction in amount payable (as a percent) | 6.00% | ||
Second A&R Intercompany Note | |||
Related Party Transaction [Line Items] | |||
Additional capital contributions from the parent | $ 0 | $ 16,800 |
Related Party Transactions - Ta
Related Party Transactions - Tax Receivable Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Aug. 09, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Tax receivable agreement liability | $ 24,166 | $ 23,334 | |
Class A common stock | |||
Related Party Transaction [Line Items] | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Tax Receivable Agreement | |||
Related Party Transaction [Line Items] | |||
Income tax savings allocable (as a percent) | 85.00% | ||
Tax receivable agreement liability | $ 24,200 | $ 23,300 | |
Early termination payment | $ 205,500 |
Related Party Transactions - Tr
Related Party Transactions - Trademark License Agreement (Details) - USD ($) $ in Millions | Aug. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Trademark licence agreement term | 20 years | ||
Trademark License Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Term of agreement | 20 years | ||
Monthly royalty payment (as a percent) | 3.00% | ||
Amount expensed under agreement | $ 2.6 | $ 1.2 | |
Amount payable under the agreements | $ 0.5 | $ 0.4 | |
Draft Kings Merger | |||
Related Party Transaction [Line Items] | |||
Trademark licence agreement term | 50 years |
Related Party Transactions - A&
Related Party Transactions - A&R Online Gaming Operations Agreement (Details) - A&R Online Gaming Operations Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |
Term of agreement | 5 years |
Renewal term of agreement | 5 years |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) | Apr. 27, 2020USD ($)item | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Term of lease | 5 years | |
Renewal term of lease | 5 years | |
Lease Agreements | ||
Related Party Transaction [Line Items] | ||
Term of lease | 5 years | |
Lessee, Operating Lease, Number Of Renewal Terms | item | 1 | |
Renewal term of lease | 5 years | |
Percentage of Annual Increment to Lease Rent | 10.00% | |
Notice Period for Termination of Lease | 6 months | |
Lease Agreements | Property at Houston, Texas | ||
Related Party Transaction [Line Items] | ||
Operating Lease, Expense | $ 88,128 | |
Lease Agreements | Property at Atlantic City, New Jersey | ||
Related Party Transaction [Line Items] | ||
Operating Lease, Expense | $ 24,252 |
Related Party Transactions - _2
Related Party Transactions - Services Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Services Agreement | |||
Related Party Transaction [Line Items] | |||
Amount expensed under agreement | $ 0.3 | $ 0.3 | $ 0.3 |
Related Party Transactions - Ag
Related Party Transactions - Agreement with Danville Development (Details) - Definitive agreement - Danville Development $ in Millions | Nov. 18, 2020USD ($) |
Related Party Transaction [Line Items] | |
Percentage of equity interest | 25.00% |
Term of agreement | 20 years |
Amount committed | $ 30 |
Related Party Transactions - _3
Related Party Transactions - Tax Sharing Agreement (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Tax sharing Agreement | ||
Related Party Transaction [Line Items] | ||
Amounts owed under the agreement | $ 0 | $ 2.2 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Valuation allowance for deferred taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||
Balance at Beginning of Period | $ 67,386 | |
Charges to Costs and Expenses | (2,354) | |
Other | 11,737 | $ 67,386 |
Balance at End of Period | $ 76,769 | $ 67,386 |