Merger and Acquisitions (Tables)
|
9 Months Ended |
Sep. 30, 2016 |
Business Combinations [Abstract] |
|
Schedule of Number of Shares Common Stock Issued with Merger |
The total number of shares of the Company’s common stock issued in connection with the Merger was as follows:
Pre-Merger
Value of Lakes |
|
Lakes % |
|
Pre-Merger
Value of Sartini
Gaming |
|
Sartini
Gaming % |
|
Total Post-Closing
Shares(1) |
|
Total Shares Issued
in Connection
with Merger(2) |
|
$ |
134,615,083 |
|
|
62.6% |
|
$ |
80,523,753 |
|
|
37.4% |
|
|
22,592,260 |
|
|
8,453,565 |
|
(1) |
Calculated as the sum of the number of shares of the Company’s common stock outstanding immediately after the Merger (on a fully diluted basis, including shares issuable upon the exercise of outstanding in-the-money stock options) and the number of shares of the Company’s common stock issued pursuant to the post-closing adjustment provisions of the Merger Agreement. |
(2) |
Includes 457,172 shares of the Company’s common stock that were issued to certain former holders of warrants issued by a subsidiary of Sartini Gaming upon the closing of the Merger. |
|
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
Allocation. The final allocation of the $77.4 million purchase price to the assets acquired and liabilities assumed as of July 31, 2015 was as follows (in thousands):
|
|
Amount |
|
Cash |
|
$ |
25,539 |
|
Other current assets |
|
|
14,830 |
|
Property and equipment |
|
|
83,173 |
|
Intangible assets |
|
|
80,460 |
|
Goodwill |
|
|
97,462 |
|
Current liabilities |
|
|
(13,245 |
) |
Warrant liability |
|
|
(3,435 |
) |
Debt |
|
|
(190,587 |
) |
Deferred tax liability |
|
|
(14,576 |
) |
Other long-term liabilities |
|
|
(2,217 |
) |
Total purchase price |
|
$ |
77,404 |
|
|
Summary of Property Plant and Equipment Acquired |
The amounts assigned to property and equipment by category are summarized in the table below (in thousands):
|
|
Remaining
Useful Life (Years) |
|
Amount
Assigned |
|
Land |
|
Not applicable |
|
$ |
12,470 |
|
Land improvements |
|
5-14 |
|
|
4,030 |
|
Building and improvements |
|
19-25 |
|
|
21,310 |
|
Leasehold improvements |
|
1-28 |
|
|
20,793 |
|
Furniture, fixtures and equipment |
|
1-11 |
|
|
21,935 |
|
Construction in process |
|
Not applicable |
|
|
2,635 |
|
Total property and equipment |
|
|
|
$ |
83,173 |
|
|
Summary of Intangible Assets |
The amounts assigned to intangible assets by category are summarized in the table below (in thousands):
|
|
Remaining
Useful Life (Years) |
|
Amount
Assigned |
|
Trade names |
|
Indefinite |
|
$ |
12,200 |
|
Player relationships |
|
8-14 |
|
|
7,300 |
|
Customer relationships |
|
13-16 |
|
|
59,200 |
|
Gaming licenses |
|
Indefinite |
|
|
960 |
|
Other intangible assets |
|
2-10 |
|
|
800 |
|
Total intangible assets |
|
|
|
$ |
80,460 |
|
|
Summary of Finite-lived Intangible Assets Amortization Expense |
Estimated future amortization expense related to the finite-lived intangible assets acquired in the Merger is as follows:
|
|
Remainder of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 |
|
|
2017 |
|
|
2018 |
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|
Thereafter |
|
|
|
(In thousands) |
|
Estimated amortization expense |
|
$ |
1,257 |
|
|
$ |
4,965 |
|
|
$ |
4,877 |
|
|
$ |
4,877 |
|
|
$ |
4,877 |
|
|
$ |
4,877 |
|
|
$ |
35,705 |
|
|
Summary of Unaudited Pro Forma Combined Financial Information |
Unaudited Pro Forma Combined Financial Information. The following unaudited pro forma combined financial information is presented as if the Merger had occurred at the beginning of the period presented:
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
September 30, 2015 |
|
|
September 30, 2015 |
|
|
(In thousands, except per share data) |
|
Pro forma combined net revenues |
$ |
86,222 |
|
|
$ |
259,002 |
|
Pro forma combined net income |
|
8,651 |
|
|
|
3,306 |
|
|
|
|
|
|
|
|
|
Pro forma combined net income per share: |
|
|
|
|
|
|
|
Basic and diluted |
$ |
0.40 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
Basic and diluted |
|
21,622 |
|
|
|
21,622 |
|
|