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ACQUISITIONS (Tables) | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Schedule of Consideration Transferred |
(in thousands, except share and per share data) | March 28, 2019
Dover Downs shares outstanding | 33,125,997 |
Closing Dover Downs share price on March 27, 2019 | $ | 2.62 |
Total fair value of Dover Downs stock purchased * | $ | 86,790 |
Cash paid by the Company at closing, including amounts to retire Dover Downs debt, inclusive of accrued interest | $ | 29,096 |
Consideration transferred | $ | 115,886 |
*Shares issued at approximately $29.15 per share when considering the fair value of stock purchased and number of Company shares issued in conjunction with the acquisition.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed based on final valuations as of December 31, 2019.
(in thousands) |  |  |  |  | As of March 28, 2019
Cash |  |  |  |  | $ | 19,500 |
Accounts receivable |  |  |  |  | 5,674 |
Due from State of Delaware |  |  |  |  | 2,535 |
Inventory |  |  |  |  | 1,393 |
Prepaid expenses and other assets |  |  |  |  | 2,479 |
Property and equipment |  |  |  |  | 98,279 |
Right of use asset |  |  |  |  | 1,333 |
Intangible assets |  |  |  |  | 5,110 |
Deferred income tax assets |  |  |  |  | 11,879 |
Other assets |  |  |  |  | 320 |
Goodwill |  |  |  |  | 1,047 |
Accounts payable |  |  |  |  | (7,373) |
Purses due to horseman |  |  |  |  | (2,613) |
Accrued and other current liabilities |  |  |  |  | (13,513) |
Lease obligations |  |  |  |  | (1,333) |
Pension benefit obligations |  |  |  |  | (6,613) |
Other long-term liabilities |  |  |  |  | (2,218) |
Total purchase price |  |  |  |  | $ | 115,886 |
The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition. Due to the fact that the transaction only recently closed, the purchase price allocation is preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible asset acquired and liabilities assumed.
| As of July 1, 2020
| Preliminary as of July 1, 2020 |  | Year to Date Adjustments |  | Preliminary as of December 31, 2020
Cash | $ | 4,362 |  |  | $ | — |  |  | $ | 4,362 |
Accounts receivable | 594 |  |  | (12) |  |  | 582 |
Inventory | 164 |  |  | — |  |  | 164 |
Prepaid expenses and other assets | 709 |  |  | (23) |  |  | 686 |
Property and equipment | 60,574 |  |  | 291 |  |  | 60,865 |
Right of use asset | 41,971 |  |  | (31,656) |  |  | 10,315 |
Intangible assets | 139,760 |  |  | (1,600) |  |  | 138,160 |
Other assets | 118 |  |  | (1) |  |  | 117 |
Goodwill | 52,285 |  |  | 1,611 |  |  | 53,896 |
Accounts payable | (614) |  |  | — |  |  | (614) |
Accrued and other current liabilities | (4,003) |  |  | 91 |  |  | (3,912) |
Lease obligations | (65,381) |  |  | 30,929 |  |  | (34,452) |
Deferred income tax liabilities | (233) |  |  | 233 |  |  | — |
Other long-term liabilities | (306) |  |  | — |  |  | (306) |
Total purchase price | $ | 230,000 |  |  | $ | (137) |  |  | $ | 229,863 |
The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Bally’s Atlantic City on November 18, 2020. Due to the fact that the transaction only recently closed, the purchase price allocation is preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible asset acquired and liabilities assumed.
| Preliminary as of November 18, 2020
Cash | $ | 8,651 |
Accounts receivable | 1,122 |
Inventory | 721 |
Prepaid expenses and other assets | 1,402 |
Property and equipment | 40,898 |
Intangible assets | 1,120 |
Accounts payable | (3,131) |
Accrued and other current liabilities | (7,983) |
Deferred income tax liabilities | (11,132) |
Net assets acquired | 31,668 |
Bargain purchase gain | (32,595) |
Total purchase price | $ | (927) |
The following table summarizes the consideration paid and the preliminary fair values of the assets acquired and liabilities assumed in connection with the acquisition of Shreveport on December 23, 2020. Due to the fact that the transaction only recently closed, the purchase price allocation is preliminary and will be finalized when valuations are complete and final assessments of the fair value of other acquired assets and assumed liabilities are completed. There can be no assurance that such finalizations will not result in material changes from the preliminary purchase price allocations. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date), as the Company finalizes the valuations of certain tangible and intangible asset acquired and liabilities assumed.
| Preliminary as of December 23, 2020
Cash | $ | 4,980 |
Accounts receivable | 1,936 |
Inventory | 495 |
Prepaid expenses and other assets | 245 |
Property and equipment | 125,822 |
Right of use asset | 9,260 |
Intangible assets | 58,140 |
Other assets | 403 |
Accounts payable | (931) |
Accrued and other current liabilities | (5,207) |
Lease obligations | (14,540) |
Deferred income tax liabilities | (11,457) |
Other long-term liabilities | (680) |
Net assets acquired | 168,466 |
Bargain purchase gain | (31,276) |
Total purchase price | $ | 137,190 |
Business Acquisition, Pro Forma Information | The following table represents unaudited supplemental pro forma consolidated revenue and net income based on Dover Downs’ historical reporting periods as if the acquisition had occurred as of January 1, 2018:
| Year Ended
(in thousands, except per share data) | December 31, 2019 |  | December 31, 2018
Revenue | $ | 546,634 |  |  | $ | 534,140 |
Net income | $ | 61,945 |  |  | $ | 62,792 |
Net income applicable to common stockholders | $ | 61,945 |  |  | $ | 63,432 |
Net income per share, basic | $ | 1.64 |  |  | $ | 1.59 |
Net income per share, diluted | $ | 1.64 |  |  | $ | 1.53 |
The following table represents unaudited supplemental proforma consolidated revenue and net (loss) income based on Casino KC, Casino Vicksburg and Shreveport’s historical reporting periods as if the acquisitions had occurred as of January 1, 2019:
| Year Ended
(in thousands, except per share data) | December 31, 2020 |  | December 31, 2019
Revenue | $ | 465,685 |  |  | $ | 722,136 |
Net (loss) income | $ | (7,450) |  |  | $ | 92,713 |
Net (loss) income per share, basic | $ | (0.24) |  |  | $ | 2.46 |
Net (loss) income per share, diluted | $ | (0.24) |  |  | $ | 2.45 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472 + Details
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