XML 59 R33.htm IDEA: XBRL DOCUMENT v3.20.4

ACQUISITIONS (Tables)

12 Months Ended

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

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	us-gaap_BusinessCombinationsAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- 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

Name:	us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration