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Restatement of Previously Issued Financial Statements
12 Months Ended
Dec. 31, 2020
Accounting Changes and Error Corrections [Abstract]  
Restatement of Previously Issued Financial Statements Restatement of Previously Issued Financial Statements
The Company has restated the accompanying audited consolidated financial statements for the years ended December 31, 2019 and 2020, and the unaudited condensed consolidated statements of operations for the three months ended March 31, 2020 and the three-month and year-to-date periods ended June 30, 2020 and September 30, 2020, and the unaudited condensed consolidated balance sheets as of March 31, 2020, June 30, 2020, and September 30, 2020.
The restatement reflects adjustments to correct errors related to the accounting treatment of certain earn out arrangements and the public and private placement warrants (collectively, the “Warrants”) reflected as issued in our financial statements in connection with the 2019 merger accounted for as a reverse recapitalization with TPG Pace Holdings Corp., a special purpose acquisition company, that were previously presented as equity in the Company's consolidated balance sheets.
Because the number of Class A-1 common stock (the “contingent earnout shares”) the holder is entitled to under the agreement are dependent, in part, upon the occurrence of a change of control, which is not an input to the fair value of a fixed-for- fixed contract on equity shares, the Company determined that the contingent earnout share obligation should be presented as a liability and marked to fair value each period, not equity-classified as previously presented. The Company also concluded that Class A-2 common stock issued in the transaction does not represent an increase in equity due to the fact that such shares are not entitled to dividends, voting rights, or a stake in the Company in the case of liquidation. The restatement related to the accounting treatment of the contingent earnout shares was reported in the Company's previously issued financial statements and the adjustments to correct these errors are reflected in the “As Originally Restated” columns of the tables below.
Certain provisions in the Company's agreement for its Warrants precludes the Warrants from being accounted for as components of stockholders' equity (deficit) based on the guidance in ASC 815-40, including settlement provisions that change based on who is the holder of the Warrant. Therefore, the Warrants should have been recorded as liabilities on the consolidated
balance sheets. The Warrants should have been measured at fair value at inception (on the date of the reverse recapitalization) and at each subsequent reporting date. The adjustments to correct this error is reflected in the “As Restated” columns in the tables below.
Accordingly, the contingent earnout and Warrants are now reflected as liabilities at fair value on the Company’s consolidated balance sheets at December 31, 2020 and 2019, and the change in the fair value of such liabilities in each period are recognized as a gain or loss in the Company’s consolidated statements of operations and comprehensive (loss) income. The contingent earnout liability and the Warrant liability do not constitute indebtedness of the Company and will only be satisfied, if earned, by settlement in the Company’s Class A-1 common stock in a non-cash transaction. The existence of contingent earnout shares and Warrants occurred as a result of the Company’s merger and reverse recapitalization occurring on November 20, 2019 and did not impact any reporting periods prior to the reverse recapitalization transaction.
When presenting diluted earnings (loss) per share in the Company’s Form 10-K for the years ended December 31, 2020 and 2019 and in the Company’s Form 10-Q filings for the 2020 quarterly periods, the shares issuable under the contingent earnout and Warrants were considered for inclusion in the diluted share count in accordance with U.S. generally accepted accounting principles (“GAAP”). Since the shares issuable under the contingent earnout are contingently issuable shares that depend on future earnings or future market prices of the common stock or a change in control, the shares are excluded when computing diluted earnings (loss) per share unless the shares would be issuable if the reporting date was the end of the contingency period. Upon settlement, the shares issuable under the contingent earnout and Warrants are included in Class A-1 common stock in the Company’s basic EPS share count. Also, upon settlement, the respective liabilities would be extinguished and the fair value of the shares issued in settlement would be recorded as an increase in equity.
The impact of these corrections to the applicable reporting periods for the financial statement line items impacted is as follows (in thousands, except per share data):
NC = No change to the "as reported" amounts
December 31, 2020December 31, 2019March 31, 2020 (unaudited)
As ReportedAs RestatedAs ReportedAs
Originally Restated
As RestatedAs ReportedAs
Originally Restated
As Restated
Consolidated Balance Sheets:
Contingent earnout share liabilityNCNC$— $61,478 $61,478 $— $24,912 $24,912 
Warrant liability$— $13 $— $— $67,057 $— $— $34,453 
Total long-term liabilities$379,967 $379,980 $368,846 $430,324 $497,381 $418,905 $443,817 $478,270 
A-2 Common StockNCNC$$— $— $$— $— 
Additional paid-in capital$171,073 $179,549 $105,986 $54,346 $8,352 $107,046 $74,565 $28,572 
Accumulated deficit$(43,291)$(51,780)$(20,470)$(30,307)$(51,370)$(22,436)$(14,866)$(3,326)
Total stockholders' equity (deficit)$127,884 $127,871 $85,525 $24,047 $(43,010)$84,619 $59,707 $25,254 
June 30, 2020 (unaudited)September 30, 2020 (unaudited)
As ReportedAs
Originally Restated
As RestatedAs ReportedAs
Originally Restated
As Restated
Consolidated Balance Sheets:
Warrant liability - current$— $— $35,100 NCNCNC
Total current liabilities$50,475 $— $85,575 NCNCNC
Contingent earnout share liability$— $32,086 $32,086 $— $35,684 $35,684 
Warrant liability$— $— $17,673 $— $— $13 
Total long-term liabilities$409,770 $441,856 $459,530 $354,017 $389,701 $389,715 
A-2 Common Stock$$— $— $$— $— 
Additional paid-in capital$108,732 $76,251 $30,258 $189,524 $157,045 $165,520 
Accumulated deficit$(43,710)$(43,314)$(50,095)$(31,567)$(34,771)$(43,260)
Total stockholders' equity (deficit)$65,031 $32,945 $(19,829)$157,967 $122,283 $122,269 

Year endedYear ended
December 31, 2020December 31, 2019
As ReportedAs RestatedAs ReportedAs
Originally Restated
As Restated
Consolidated Statement of Operations:
Amusement revenueNCNC$5,912 $9,749 $9,749 
ATM fees and other revenueNCNC$7,837 $8,311 $8,311 
Total net revenuesNCNC$424,385 $428,696 $428,696 
Cost of revenue (exclusive of depreciation and amortization expense shown below)NCNC$271,999 $282,008 $282,008 
General and administrativeNCNC$75,028 $69,330 $69,330 
Total operating expensesNCNC$411,049 $415,360 $415,360 
(Gain) loss on change in fair value of contingent earnout sharesNCNC$— $9,837 $9,837 
(Gain) loss on change in fair value of warrants$— $(12,574)$— $— $21,063 
(Loss) income before income tax (benefit) expense$(29,902)$(17,328)$(665)$(10,502)$(31,565)
Net (loss) income$(12,984)$(410)$(5,864)$(15,701)$(36,764)
(Loss) earnings per share:
Basic$(0.16)$— $(0.09)$(0.25)$(0.59)
Diluted$(0.16)$(0.02)$(0.09)$(0.25)$(0.59)
Three Months EndedThree Months Ended
March 31, 2020 (unaudited)June 30, 2020 (unaudited)
As ReportedAs
Originally Restated
As RestatedAs ReportedAs
Originally Restated
As Restated
Consolidated Statement of Operations:
Amusement revenue$1,692 $2,831 $2,831 NCNCNC
ATM fees and other revenue$1,961 $2,057 $2,057 NCNCNC
Total net revenues$105,228 $106,463 $106,463 NCNCNC
Cost of revenue (exclusive of depreciation and amortization expense shown below)$67,980 $70,708 $70,708 $— $530 $530 
General and administrative$23,468 $21,975 $21,975 $10,451 $9,921 $9,921 
Total operating expenses$103,084 $104,320 $104,320 NCNCNC
(Gain) loss on change in fair value of contingent earnout shares$— $(17,406)$(17,406)$— $7,174 $7,174 
(Gain) loss on change in fair value of warrants$— $— $(32,603)$— $— $18,320 
(Loss) income before income tax (benefit) expense$(2,105)$15,301 $47,904 $(26,329)$(33,503)$(51,823)
Net (loss) income$(1,966)$15,440 $48,043 $(21,274)$(28,448)$(46,768)
(Loss) earnings per share:
Basic$(0.03)$0.20 $0.62 $(0.27)$(0.36)$(0.60)
Diluted$(0.03)$0.20 $0.60 $(0.27)$(0.36)$(0.60)
Six Months EndedThree Months Ended
June 30, 2020 (unaudited)September 30, 2020 (unaudited)
As ReportedAs
Originally Restated
As RestatedAs ReportedAs
Originally Restated
As Restated
Consolidated Statements of Operations and Comprehensive (Loss) Income:
Amusement revenue$1,952 $3,091 $3,091 $4,171 $3,031 $3,031 
ATM fees and other revenue$2,080 $2,177 $2,177 $2,526 $2,431 $2,431 
Total net revenues$105,607 $106,843 $106,843 $136,332 $135,097 $135,097 
Cost of revenue (exclusive of depreciation and amortization expense shown below)$67,980 $71,239 $71,239 $91,792 $90,556 $90,556 
General and administrative$33,919 $31,896 $31,896 $23,164 $23,164 $23,164 
Total operating expenses$127,303 $128,539 $128,539 $127,348 $126,113 $126,113 
(Gain) loss on change in fair value of contingent earnout shares$— $(10,232)$(10,232)$— $3,599 $3,599 
(Gain) loss on change in fair value of warrants$— $— $(14,283)$— $— $1,710 
(Loss) income before income tax (benefit) expense$(28,434)$(18,202)$(3,919)$5,550 $1,951 $241 
Net (loss) income$(23,240)$(13,008)$1,275 $12,143 $8,544 $6,834 
Earnings (loss) per share:
Basic$(0.30)$(0.17)$0.02 $0.15 $0.10 $0.08 
Diluted$(0.30)$(0.17)$0.01 $0.14 $0.10 $0.08 
Nine Months Ended
September 30, 2020 (unaudited)
As ReportedAs
Originally Restated
As Restated
Consolidated Statements of Operations and Comprehensive (Loss) Income:
Amusement revenueNCNCNC
ATM fees and other revenueNCNCNC
Total net revenuesNCNCNC
Cost of revenue (exclusive of depreciation and amortization expense shown below)NCNCNC
General and administrativeNCNCNC
Total operating expensesNCNCNC
(Gain) loss on change in fair value of contingent earnout shares$— $(6,633)$(6,633)
(Gain) loss on change in fair value of warrants$— $— $(12,574)
(Loss) income before income tax (benefit) expense$(22,885)$(16,252)$(3,678)
Net (loss) income$(11,097)$(4,464)$8,109 
Earnings (loss) per share:
Basic$(0.14)$(0.06)$0.10 
Diluted$(0.14)$(0.06)$0.09 
These errors had a non-cash impact, as such, the statement of cash flows for the years ended December 31, 2020 and 2019 reflect an adjustment to net (loss) income and a corresponding adjustment for the (gain) loss on the change in fair value of the contingent earnout shares and the change in fair value of the warrants.
The Company also identified certain adjustments to properly classify amusement revenue, ATM fees and other revenue, cost of revenue, and general and administrative expense for the periods presented. This adjustment was identified in the third quarter of 2020 and an adjustment was recorded for the three months ended September 30, 2020 to properly state the year to date results. These amounts are reflected in the “As Originally Restated” columns of the tables above.
The impacts for the December 31, 2019 period are reflected in the “As Originally Restated” columns of the tables above. The Company also corrected 2018 for these errors and concluded the impact was not material to the year ended December 31, 2018 financial statements. The result of these corrections was to increase amusement revenue by $2.8 million, increase ATM fees and other revenue by $0.3 million, increase cost of revenue by $7.0 million and decrease general and administrative by $3.9 million. The corrections did not impact total operating (loss) income or net (loss) income for the year ended December 31, 2018.