falsedesktopTRWH2020-09-30000174707920000127{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "Large accelerated filer\t☐\tAccelerated filer\t☐\nNon-accelerated filer\t☒\tSmaller reporting company\t☐\n\t\tEmerging growth company\t☒\n", "q10k_tbl_1": "\t\tPage No.\n\tPART I\t\nITEM 1.\tFinancial Statements\t3\n\tCondensed Consolidated Balance Sheets (unaudited)\t3\n\tCondensed Consolidated Statements of Operations and Comprehensive Income (unaudited)\t4\n\tCondensed Consolidated Statements of Stockholders' Equity (unaudited)\t5\n\tCondensed Consolidated Statements of Cash Flows (unaudited)\t6\n\tNotes to Condensed Consolidated Financial Statements (unaudited)\t7\nITEM 2.\tManagement's Discussion and Analysis of Financial Condition and Results of Operations\t30\nITEM 3.\tQuantitative and Qualitative Disclosures About Market Risk\t50\nITEM 4.\tControls and Procedures\t50\n\tPART II\t\nITEM 1.\tLegal Proceedings\t51\nITEM 1A.\tRisk Factors\t51\nITEM 2.\tUnregistered Sales of Equity Securities and Use of Proceeds\t53\nITEM 3.\tDefaults Upon Senior Securities\t50\nITEM 4.\tMine Safety Disclosures\t53\nITEM 5.\tOther Information\t53\nITEM 6.\tExhibits\t54\n\tSignatures\t55\n", "q10k_tbl_2": "\tSeptember 30 2020\tDecember 31 2019\nAssets\t\t\nCash and cash equivalents\t114995\t182581\nRestricted cash\t1859\t2921\nAccounts receivable net\t17839\t23190\nInventory\t8575\t7900\nPrepaid expenses and other assets\t51493\t28439\nTotal current assets\t194761\t245031\nProperty and equipment net\t595520\t510436\nRight of use assets net\t27346\t17225\nGoodwill net\t186571\t133082\nIntangible assets net\t247390\t110373\nOther assets\t5293\t5740\nTotal assets\t1256881\t1021887\nLiabilities and Shareholders' Equity\t\t\nCurrent portion of long-term debt\t5750\t3000\nCurrent portion of lease obligations\t1456\t1014\nAccounts payable\t13840\t14921\nAccrued liabilities\t75029\t70849\nTotal current liabilities\t96075\t89784\nLease obligations net of current portion\t49993\t16214\nPension benefit obligations\t7785\t8688\nDeferred tax liability\t7581\t13790\nLong-term debt net of current portion\t937632\t680601\nOther long-term liabilities\t1650\t1399\nTotal liabilities\t1100716\t810476\nCommitments and contingencies\t\t\nShareholders' equity:\t\t\nCommon stock par value $0.01; 100000000 shares authorized; 30476057 and 41193018 shares issued as of September 30 2020 and December 31 2019 respectively; 30476057 and 32113328 shares outstanding as of September 30 2020 and December 31 2019 respectively.\t304\t412\nAdditional paid-in-capital\t143180\t185544\nTreasury stock at cost 0 and 9079690 shares as of September 30 2020 and December 31 2019 respectively.\t0\t(223075)\nRetained earnings\t14569\t250418\nAccumulated other comprehensive loss\t(1888)\t(1888)\nTotal shareholders' equity\t156165\t211411\nTotal liabilities and shareholders' equity\t1256881\t1021887\n", "q10k_tbl_3": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n\t2020\t2019\t2020\t2019\nRevenue:\t\t\t\t\nGaming\t96588\t88315\t196191\t279417\nRacing\t1684\t3255\t4817\t9978\nHotel\t6874\t11119\t16635\t28814\nFood and beverage\t6889\t18054\t23875\t50366\nOther\t4589\t8566\t13178\t24583\nTotal revenue\t116624\t129309\t254696\t393158\nOperating costs and expenses:\t\t\t\t\nGaming\t25996\t23529\t59080\t70683\nRacing\t1681\t2293\t4877\t7317\nHotel\t2482\t4190\t6926\t11087\nFood and beverage\t6016\t15324\t21951\t42065\nRetail entertainment and other\t408\t2252\t2461\t5703\nAdvertising general and administrative\t43996\t50011\t117594\t136321\nGoodwill and asset impairment\t0\t0\t8554\t0\nAcquisition integration and restructuring expense\t2740\t1930\t6984\t11047\nGain on insurance recoveries\t(10)\t0\t(1036)\t0\nDepreciation and amortization\t9932\t8329\t28054\t23331\nTotal operating costs and expenses\t93241\t107858\t255445\t307554\nIncome (loss) from operations\t23383\t21451\t(749)\t85604\nOther income (expense):\t\t\t\t\nInterest income\t42\t810\t297\t1577\nInterest expense net of amounts capitalized\t(16950)\t(11461)\t(43688)\t(28478)\nLoss on extinguishment and modification of debt\t0\t0\t0\t(1491)\nOther net\t0\t1\t0\t183\nTotal other expense net\t(16908)\t(10650)\t(43391)\t(28209)\nIncome (loss) before provision for income taxes\t6475\t10801\t(44140)\t57395\n(Benefit) provision for income taxes\t(248)\t3802\t(18430)\t15620\nNet income (loss)\t6723\t6999\t(25710)\t41775\nNet income (loss) per share basic\t0.22\t0.19\t(0.83)\t1.07\nWeighted average common shares outstanding basic\t30458\t37809\t30825\t39063\nNet income (loss) per share diluted\t0.22\t0.18\t(0.83)\t1.07\nWeighted average common shares outstanding diluted\t30635\t37925\t30825\t39183\n", "q10k_tbl_4": "\tCommon Stock\t\tAdditional Paid-in Capital\tTreasury Stock\tRetained Earnings\tAccumulated Other Comprehensive Loss\tTotal Shareholders' Equity\n\tShares Outstanding\tAmount\t\t\nBalance as of December 31 2019\t32113328\t412\t185544\t(223075)\t250418\t(1888)\t211411\nRelease of restricted stock\t131131\t1\t(2484)\t0\t0\t0\t(2483)\nDividends and dividend equivalents - $0.10 per share\t0\t0\t0\t0\t(3174)\t0\t(3174)\nShare-based compensation - equity awards\t0\t0\t5542\t0\t0\t0\t5542\nRetirement of treasury shares\t0\t(107)\t(48618)\t254416\t(205691)\t0\t0\nShare repurchases\t(1649768)\t0\t0\t(31341)\t0\t0\t(31341)\nAdoption of ASU 2016-13\t0\t0\t0\t0\t(58)\t0\t(58)\nNet loss\t0\t0\t0\t0\t(8878)\t0\t(8878)\nBalance as of March 31 2020\t30594691\t306\t139984\t0\t32617\t(1888)\t171019\nRelease of restricted stock\t24427\t0\t(81)\t0\t0\t0\t(81)\nShare-based compensation - equity awards\t0\t0\t2127\t0\t0\t0\t2127\nRetirement of treasury shares\t0\t(2)\t(733)\t1951\t(1216)\t0\t0\nShare repurchases\t(162625)\t0\t0\t(1951)\t0\t0\t(1951)\nNet loss\t0\t0\t0\t0\t(23555)\t0\t(23555)\nBalance as of June 30 2020\t30456493\t304\t141297\t0\t7846\t(1888)\t147559\nShare-based compensation - equity awards\t0\t0\t1799\t0\t0\t0\t1799\nStock options exercised\t19564\t0\t84\t0\t0\t0\t84\nNet income\t0\t0\t0\t0\t6723\t0\t6723\nBalance as of September 30 2020\t30476057\t304\t143180\t0\t14569\t(1888)\t156165\n", "q10k_tbl_5": "\tCommon Stock\t\tAdditional Paid-in Capital\tTreasury Stock\tRetained Earnings\tAccumulated Other Comprehensive Income\tTotal Shareholders' Equity\n\tShares Outstanding\tAmount\t\t\nBalance as of December 31 2018\t37989376\t380\t125629\t(30233)\t202884\t0\t298660\nRelease of restricted stock\t161980\t1\t0\t0\t0\t0\t1\nShare-based compensation - equity awards\t0\t0\t151\t0\t0\t0\t151\nRetirement of treasury shares\t0\t0\t(30233)\t30233\t0\t0\t0\nShare repurchases\t(16340)\t0\t0\t(409)\t0\t0\t(409)\nStock issued for purchase of Dover Downs\t2976825\t30\t86750\t0\t0\t0\t86780\nNet income\t0\t0\t0\t0\t17596\t0\t17596\nBalance as of March 31 2019\t41111841\t411\t182297\t(409)\t220480\t0\t402779\nRelease of restricted stock\t35756\t0\t0\t0\t0\t0\t0\nDividends and dividend equivalents - $0.10 per share\t0\t0\t0\t0\t(4144)\t0\t(4144)\nShare-based compensation - equity awards\t0\t0\t1628\t0\t0\t0\t1628\nNet income\t0\t0\t0\t0\t17180\t0\t17180\nBalance as of June 30 2019\t41147597\t411\t183925\t(409)\t233516\t0\t417443\nRelease of restricted shares\t3672\t0\t0\t0\t0\t0\t0\nShare-based compensation - equity awards\t0\t0\t1028\t0\t0\t0\t1028\nShare repurchases (including tender offer)\t(6576682)\t0\t0\t(162705)\t0\t0\t(162705)\nNet income\t0\t0\t0\t0\t6999\t0\t6999\nBalance as of September 30 2019\t34574587\t411\t184953\t(163114)\t240515\t0\t262765\n", "q10k_tbl_6": "\tNine Months Ended September 30\t\n\t2020\t2019\nCash flows from operating activities:\t\t\nNet (loss) income\t(25710)\t41775\nAdjustments to reconcile net (loss) income to net cash provided by operating activities:\t\t\nDepreciation of property and equipment\t23851\t18920\nAmortization of intangible assets\t4203\t4411\nAmortization of operating lease right of use assets\t875\t966\nShare-based compensation - equity awards\t9468\t2807\nAmortization of debt financing costs and discounts on debt\t3256\t1976\nLoss on debt extinguishment and modification of debt\t0\t1491\nBad debt expense\t162\t135\nNet pension and other postretirement benefit income\t0\t(39)\nDeferred income taxes\t(6209)\t0\nGain on disposal of property and equipment\t0\t(5)\nGoodwill and asset impairment\t8554\t0\nChanges in operating assets and liabilities:\t\t\nAccounts receivable\t5713\t5980\nInventory\t(372)\t(210)\nPrepaid expenses and other assets\t(17558)\t(7834)\nAccounts payable\t(2460)\t(5439)\nAccrued liabilities\t(2062)\t7768\nNet cash provided by operating activities\t1711\t72702\nCash flows from investing activities:\t\t\nAcquisition of Dover Downs Gaming & Entertainment Inc. net of cash acquired\t0\t(9606)\nAcquisition of Black Hawk Casinos net of cash acquired\t(50451)\t0\nAcquisition of Casino KC and Casino Vicksburg net of cash acquired\t(225496)\t0\nDeposit for pending acquisition of Jumer's Casino & Hotel\t(4000)\t0\nProceeds from sale of property and equipment\t0\t7\nCapital expenditures excluding Tiverton Casino Hotel and new hotel at Twin River Casino\t(8566)\t(17645)\nCapital expenditures - Tiverton Casino Hotel\t0\t(1824)\nCapital expenditures - new hotel at Twin River Casino\t0\t(3765)\nPayments associated with licenses\t0\t(1092)\nNet cash used in investing activities\t(288513)\t(33925)\nCash flows from financing activities:\t\t\nRevolver borrowings\t250000\t25000\nRevolver repayments\t(250000)\t(80000)\nTerm loan proceeds net of fees of $13820 and $10655 respectively\t261180\t289345\nTerm loan repayments\t(2938)\t(343189)\nSenior note proceeds net of fees of $0 and $6130 respectively\t0\t393870\nPayment of financing fees\t(1117)\t(3352)\nShare repurchases (including tender offer)\t(33292)\t(163114)\nPayment of shareholder dividends\t(3199)\t(4109)\nShare redemption for tax withholdings - restricted stock\t(2564)\t0\nStock options exercised\t84\t0\nNet cash provided by financing activities\t218154\t114451\nNet change in cash and cash equivalents and restricted cash\t(68648)\t153228\nCash and cash equivalents and restricted cash beginning of period\t185502\t81431\nCash and cash equivalents and restricted cash end of period\t116854\t234659\nSupplemental disclosure of cash flow information:\t\t\nCash paid for interest\t33627\t16069\nCash paid for income taxes net of refunds\t4385\t12843\nNon-cash investing and financing activities:\t\t\nUnpaid property and equipment\t388\t498\nDeposit applied to fixed asset purchases\t0\t981\nTermination of operating leases via purchase of underlying assets\t0\t1665\nStock issued for acquisition of Dover Downs Gaming & Entertainment Inc.\t0\t86780\n", "q10k_tbl_7": "\tSeptember 30\tDecember 31\n(in thousands)\t2020\t2019\nCash and cash equivalents\t114995\t182581\nRestricted cash\t1859\t2921\nTotal cash and cash equivalents and restricted cash\t116854\t185502\n", "q10k_tbl_8": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(in thousands)\t2020\t2019\t2020\t2019\nHotel\t3962\t5594\t9710\t14528\nFood and beverage\t4082\t8940\t12989\t22488\nOther\t464\t1910\t2270\t5071\n\t8508\t16444\t24969\t42087\n", "q10k_tbl_9": "(in thousands)\tRhode Island\tMid-Atlantic\tSoutheast\tWest\tOther\tTotal\nThree Months Ended September 30 2020\t\t\t\t\t\t\nGaming\t35166\t15084\t28532\t17806\t0\t96588\nRacing\t161\t(93)\t0\t0\t1616\t1684\nHotel\t(15)\t2413\t4476\t0\t0\t6874\nFood and beverage\t1509\t1721\t2706\t953\t0\t6889\nOther\t2572\t547\t1017\t410\t43\t4589\nTotal revenue\t39393\t19672\t36731\t19169\t1659\t116624\nThree Months Ended September 30 2019\t\t\t\t\t\t\nGaming\t52477\t14594\t21244\tn/a\t0\t88315\nRacing\t714\t181\t0\tn/a\t2360\t3255\nHotel\t1781\t4036\t5302\tn/a\t0\t11119\nFood and beverage\t7433\t5915\t4702\tn/a\t4\t18054\nOther\t5437\t1167\t1847\tn/a\t115\t8566\nTotal revenue\t67842\t25893\t33095\tn/a\t2479\t129309\nNine Months Ended September 30 2020\t\t\t\t\t\t\nGaming\t82081\t32698\t58809\t22603\t0\t196191\nRacing\t664\t451\t0\t0\t3702\t4817\nHotel\t1212\t5250\t10173\t0\t0\t16635\nFood and beverage\t7880\t6645\t7752\t1598\t0\t23875\nOther\t7789\t2178\t2615\t489\t107\t13178\nTotal revenue\t99626\t47222\t79349\t24690\t3809\t254696\nNine Months Ended September 30 2019\t\t\t\t\t\t\nGaming\t186888\t29469\t63060\tn/a\t0\t279417\nRacing\t2861\t460\t0\tn/a\t6657\t9978\nHotel\t5016\t8372\t15426\tn/a\t0\t28814\nFood and beverage\t24833\t12604\t12923\tn/a\t6\t50366\nOther\t17225\t2264\t4836\tn/a\t258\t24583\nTotal revenue\t236823\t53169\t96245\tn/a\t6921\t393158\n", "q10k_tbl_10": "\tAs of July 1 2020\t\t\n\tPreliminary as of July 1 2020\tYear to Date Adjustments\tPreliminary as of September 30 2020\nCash\t4362\t0\t4362\nAccounts receivable\t594\t(12)\t582\nInventory\t164\t0\t164\nPrepaid expenses and other assets\t709\t(23)\t686\nProperty and equipment\t60574\t(279)\t60295\nRight of use asset\t41971\t(31090)\t10881\nIntangible assets\t139760\t(1200)\t138560\nOther assets\t118\t(1)\t117\nGoodwill\t52285\t1204\t53489\nAccounts payable\t(614)\t0\t(614)\nAccrued and other current liabilities\t(4003)\t86\t(3917)\nLease obligations\t(65381)\t30940\t(34441)\nDeferred income tax liabilities\t(233)\t233\t0\nOther long-term liabilities\t(306)\t0\t(306)\nTotal purchase price\t230000\t(142)\t229858\n", "q10k_tbl_11": "\tThree Months Ended\tNine Months Ended\t\n(in thousands except per share data)\tSeptember 30 2019\tSeptember 30 2020\tSeptember 30 2019\nRevenue\t149592\t279825\t456408\nNet income (loss)\t9347\t(61987)\t49982\nNet income (loss) per share basic\t0.25\t(2.01)\t1.28\nNet income (loss) per share diluted\t0.25\t(2.01)\t1.28\n", "q10k_tbl_12": "(in thousands)\tRhode Island\tMid-Atlantic\tSoutheast\tWest\tTotal\nGoodwill as of December 31 2019\t83101\t1047\t48934\t0\t133082\nGoodwill from current year business acquisitions\t0\t0\t6053\t52690\t58743\nImpairment charges\t0\t0\t0\t(5254)\t(5254)\nGoodwill as of September 30 2020\t83101\t1047\t54987\t47436\t186571\n", "q10k_tbl_13": "(in thousands)\tSeptember 30 2020\tDecember 31 2019\nGaming liabilities\t26433\t23908\nCompensation\t11569\t13849\nLegal\t1335\t833\nProperty taxes\t2886\t2920\nPurses due to horsemen\t6210\t7868\nInterest payable\t9096\t2291\nInsurance reserves\t4867\t2477\nOther\t12633\t16703\nTotal accrued liabilities\t75029\t70849\n", "q10k_tbl_14": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(in thousands)\t2020\t2019\t2020\t2019\nAcquisition and integration costs:\t\t\t\t\nDover Downs merger and going public expenses\t0\t359\t59\t7558\nBlack Hawk Casinos\t175\t365\t927\t1052\nCasino KC and Casino Vicksburg\t497\t678\t1359\t1193\nEldorado Shreveport and MontBleu\t727\t0\t1758\t0\nBally's Atlantic City\t683\t0\t2203\t0\nJumer's Hotel & Casino\t658\t0\t658\t0\nTotal\t2740\t1402\t6964\t9803\nRestructuring expense\t0\t528\t20\t1244\nTotal acquisition integration and restructuring expense\t2740\t1930\t6984\t11047\n", "q10k_tbl_15": "\tSeverance\t\t\n(in thousands)\tRhode Island\tMid-Atlantic\tTotal\nRestructuring liability as of December 31 2018\t0\t0\t0\nAdditions\t404\t840\t1244\nPayments\t(247)\t(716)\t(963)\nRestructuring liability as of September 30 2019\t157\t124\t281\n", "q10k_tbl_16": "(in thousands)\tSeptember 30 2020\tDecember 31 2019\nTerm Loan principal\t570563\t298500\n6.75% Senior Notes due 2027\t400000\t400000\nLess: Unamortized original issue discount\t(9681)\t(2014)\nLess: Unamortized deferred financing fees\t(17500)\t(12885)\nLong-term debt including current portion\t943382\t683601\nLess: Current portion of Term Loan and Revolving Credit Facility\t(5750)\t(3000)\nLong-term debt net of discount and deferred financing fees excluding current portion\t937632\t680601\n", "q10k_tbl_17": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(in thousands)\t2020\t2019\t2020\t2019\nOperating leases:\t\t\t\t\nOperating lease cost\t1083\t544\t2183\t1885\nVariable lease cost\t13\t8\t37\t44\nOperating lease expense\t1096\t552\t2220\t1929\nShort-term lease expense\t526\t1205\t1381\t2088\nTotal lease expense\t1622\t1757\t3601\t4017\n", "q10k_tbl_18": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(In thousands)\t2020\t2019\t2020\t2019\nCash paid for amounts included in the lease liability - operating cash flows from operating leases\t543\t544\t1642\t1897\nRight of use assets obtained in exchange for operating lease liabilities\t0\t0\t116\t18771\n", "q10k_tbl_19": "\tSeptember 30 2020\tDecember 31 2019\nWeighted average remaining lease term\t22.9\t16.7\nWeighted average discount rate\t7.5%\t6.8%\n", "q10k_tbl_20": "(in thousands)\tSeptember 30 2020\nRemaining 2020\t3593\n2021\t5171\n2022\t4928\n2023\t4884\n2024\t4834\nThereafter\t84658\nTotal\t108068\nLess: present value discount\t(56619)\nOperating lease obligations\t51449\n", "q10k_tbl_21": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(in thousands)\t2020\t2019\t2020\t2019\nService cost\t0\t0\t0\t0\nInterest cost\t223\t221\t669\t442\nExpected return on plan assets\t(357)\t(325)\t(1071)\t(650)\nNet periodic benefit (income) cost\t(134)\t(104)\t(402)\t(208)\n", "q10k_tbl_22": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(in thousands except share data)\t2020\t2019\t2020\t2019\nNumber of common shares repurchased\t0\t6576682\t1812393\t6593022\nTotal cost\t0\t162705\t33292\t163114\nAverage cost per share including commissions\t0\t24.74\t18.37\t24.74\n", "q10k_tbl_23": "(in thousands)\tRhode Island\tMid-Atlantic\tSoutheast\tWest\tOther\tTotal\nThree Months Ended September 30 2020\t\t\t\t\t\t\nTotal revenue\t39393\t19672\t36731\t19169\t1659\t116624\nIncome (loss) from operations\t9606\t4972\t12163\t2361\t(5719)\t23383\nIncome (loss) before provision for income taxes\t9606\t4942\t12175\t2361\t(22609)\t6475\nDepreciation and amortization\t4096\t1475\t2712\t1567\t82\t9932\nInterest expense\t0\t30\t0\t0\t16920\t16950\nCapital expenditures\t320\t594\t888\t1216\t100\t3118\nGoodwill\t83101\t1047\t54987\t47436\t0\t186571\nTotal assets\t494459\t133195\t320004\t273034\t36189\t1256881\nThree Months Ended September 30 2019\t\t\t\t\t\t\nTotal revenue\t67842\t25893\t33095\tn/a\t2479\t129309\nIncome (loss) from operations\t16331\t3765\t6771\tn/a\t(5416)\t21451\nIncome (loss) before provision for income taxes\t16332\t3711\t6782\tn/a\t(16024)\t10801\nDepreciation and amortization\t4779\t1322\t2181\tn/a\t47\t8329\nInterest expense\t0\t55\t0\tn/a\t11406\t11461\nCapital expenditures\t2068\t1170\t1125\tn/a\t192\t4555\nGoodwill\t83101\t770\t48934\tn/a\t0\t132805\nTotal assets\t546218\t143387\t271446\tn/a\t109867\t1070918\n", "q10k_tbl_24": "(in thousands)\tRhode Island\tMid-Atlantic\tSoutheast\tWest\tOther\tTotal\nNine Months Ended September 30 2020\t\t\t\t\t\t\nTotal revenue\t99626\t47222\t79349\t24690\t3809\t254696\nIncome (loss) from operations\t7012\t2084\t16057\t(7763)\t(18139)\t(749)\nIncome (loss) before provision for income taxes\t7068\t1977\t16083\t(7763)\t(61505)\t(44140)\nDepreciation and amortization\t13629\t4393\t7213\t2591\t228\t28054\nInterest expense\t0\t107\t0\t0\t43581\t43688\nCapital expenditures\t2807\t1492\t2018\t1543\t706\t8566\nGoodwill\t83101\t1047\t54987\t47436\t0\t186571\nTotal assets\t494459\t133195\t320004\t273034\t36189\t1256881\nNine Months Ended September 30 2019\t\t\t\t\t\t\nTotal revenue\t236823\t53169\t96245\tn/a\t6921\t393158\nIncome (loss) from operations\t79202\t5627\t17840\tn/a\t(17065)\t85604\nIncome (loss) before provision for income taxes\t74899\t5554\t17863\tn/a\t(40921)\t57395\nDepreciation and amortization\t13740\t2606\t6847\tn/a\t138\t23331\nInterest expense\t3274\t114\t0\tn/a\t25090\t28478\nCapital expenditures\t15664\t1979\t5272\tn/a\t319\t23234\nGoodwill\t83101\t770\t48934\tn/a\t0\t132805\nTotal assets\t546218\t143387\t271446\tn/a\t109867\t1070918\n", "q10k_tbl_25": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(in thousands except per share data)\t2020\t2019\t2020\t2019\nNet income (loss)\t6723\t6999\t(25710)\t41775\nWeighted average common shares outstanding basic\t30458\t37809\t30825\t39063\nWeighted average effect of dilutive securities\t177\t116\t0\t120\nWeighted average common shares outstanding diluted\t30635\t37925\t30825\t39183\nPer share data\t\t\t\t\nBasic net income (loss)\t0.22\t0.19\t(0.83)\t1.07\nDiluted net income (loss)\t0.22\t0.18\t(0.83)\t1.07\n", "q10k_tbl_26": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n(In millions)\t2020\t2019\t2020\t2019\nTotal revenue\t116.6\t129.3\t254.7\t393.2\nIncome (loss) from operations\t23.4\t21.5\t(0.7)\t85.6\nNet income (loss)\t6.7\t7.0\t(25.7)\t41.8\n", "q10k_tbl_27": "\tThree Months Ended September 30\t\tNine Months Ended September 30\t\n\t2020\t2019\t2020\t2019\nTotal revenue\t100.0%\t100.0%\t100.0%\t100.0%\nGaming racing hotel food and beverage retail entertainment and other expenses\t31.4%\t36.8%\t37.4%\t34.8%\nAdvertising general and administrative\t37.7%\t38.7%\t46.2%\t34.7%\nGoodwill and asset impairment\t-%\t-%\t3.4%\t0.0%\nOther operating costs and expenses\t2.3%\t1.5%\t2.3%\t2.8%\nDepreciation and amortization\t8.5%\t6.4%\t11.0%\t5.9%\nTotal operating costs and expenses\t80.0%\t83.4%\t100.3%\t78.2%\nIncome (loss) from operations\t20.0%\t16.6%\t(0.3)%\t21.8%\nOther income (expense)\t\t\t\t\nInterest income\t-%\t0.6%\t0.1%\t0.4%\nInterest expense\t(14.5)%\t(8.9)%\t(17.2)%\t(7.2)%\nLoss on extinguishment and modification of debt\t-%\t-%\t-%\t(0.4)%\nOther net\t-%\t-%\t-%\t-%\nTotal other expense net\t(14.5)%\t(8.2)%\t(17.0)%\t(7.2)%\nIncome (loss) before provision for income taxes\t5.6%\t8.4%\t(17.3)%\t14.6%\n(Benefit) provision for income taxes\t(0.2)%\t2.9%\t(7.2)%\t4.0%\nNet income (loss)\t5.8%\t5.4%\t(10.1)%\t10.6%\n", "q10k_tbl_28": "(In thousands except percentages)\tThree Months Ended September 30\t\t\t\tNine Months Ended September 30\t\t\t\n\t2020\t2019\t Change\t% Change\t2020\t2019\t Change\t% Change\nRevenue:\t\t\t\t\t\t\t\t\nGaming and Racing revenue\t\t\t\t\t\t\t\t\nRhode Island\t35327\t53191\t(17864)\t(33.6)%\t82745\t189749\t(107004)\t(56.4)%\nMid-Atlantic\t14991\t14775\t216\t1.5%\t33149\t29929\t3220\t10.8%\nSoutheast\t28532\t21244\t7288\t34.3%\t58809\t63060\t(4251)\t(6.7)%\nWest\t17806\t0\t17806\t100.0%\t22603\t0\t22603\t100.0%\nOther\t1616\t2360\t(744)\t(31.5)%\t3702\t6657\t(2955)\t(44.4)%\nTotal Gaming and Racing revenue\t98272\t91570\t6702\t7.3%\t201008\t289395\t(88387)\t(30.5)%\nNon-gaming revenue\t\t\t\t\t\t\t\t\nRhode Island\t4066\t14651\t(10585)\t(72.2)%\t16881\t47074\t(30193)\t(64.1)%\nMid-Atlantic\t4681\t11118\t(6437)\t(57.9)%\t14073\t23240\t(9167)\t(39.4)%\nSoutheast\t8199\t11851\t(3652)\t(30.8)%\t20540\t33185\t(12645)\t(38.1)%\nWest\t1363\t0\t1363\t100.0%\t2087\t0\t2087\t100.0%\nOther\t43\t119\t(76)\t(63.9)%\t107\t264\t(157)\t(59.5)%\nTotal Non-gaming revenue\t18352\t37739\t(19387)\t(51.4)%\t53688\t103763\t(50075)\t(48.3)%\nTotal revenue\t116624\t129309\t(12685)\t(9.8)%\t254696\t393158\t(138462)\t(35.2)%\nOperating costs and expenses:\t\t\t\t\t\t\t\t\nGaming and Racing expenses\t\t\t\t\t\t\t\t\nRhode Island\t7765\t12297\t(4532)\t(36.9)%\t22088\t41248\t(19160)\t(46.5)%\nMid-Atlantic\t3468\t4924\t(1456)\t(29.6)%\t10747\t10927\t(180)\t(1.6)%\nSoutheast\t7848\t7003\t845\t12.1%\t18278\t21176\t(2898)\t(13.7)%\nWest\t7162\t0\t7162\t100.0%\t9539\t0\t9539\t100.0%\nOther\t1434\t1598\t(164)\t(10.3)%\t3305\t4649\t(1344)\t(28.9)%\nTotal Gaming and Racing expenses\t27677\t25822\t1855\t7.2%\t63957\t78000\t(14043)\t(18.0)%\nNon-gaming expenses\t\t\t\t\t\t\t\t\nRhode Island\t2024\t8616\t(6592)\t(76.5)%\t10508\t26631\t(16123)\t(60.5)%\nMid-Atlantic\t2592\t6785\t(4193)\t(61.8)%\t9687\t14259\t(4572)\t(32.1)%\nSoutheast\t3221\t6361\t(3140)\t(49.4)%\t9831\t17956\t(8125)\t(45.2)%\nWest\t1069\t0\t1069\t100.0%\t1309\t0\t1309\t100.0%\nOther\t0\t4\t(4)\t(100.0)%\t3\t9\t(6)\t(66.7)%\nTotal Non-gaming expenses\t8906\t21766\t(12860)\t(59.1)%\t31338\t58855\t(27517)\t(46.8)%\nAdvertising general and administrative\t\t\t\t\t\t\t\t\nRhode Island\t14174\t23322\t(9148)\t(39.2)%\t40483\t67284\t(26801)\t(39.8)%\nMid-Atlantic\t6302\t8123\t(1821)\t(22.4)%\t17516\t16740\t776\t4.6%\nSoutheast\t9175\t9757\t(582)\t(6.0)%\t23398\t29084\t(5686)\t(19.6)%\nWest\t6169\t0\t6169\t100.0%\t9235\t0\t9235\t100.0%\nOther\t8176\t8809\t(633)\t(7.2)%\t26962\t23213\t3749\t16.2%\nTotal Advertising general and administrative\t43996\t50011\t(6015)\t(12.0)%\t117594\t136321\t(18727)\t(13.7)%\nMargins:\t\t\t\t\t\t\t\t\nGaming and Racing expenses as a percentage of Gaming and Racing revenue\t28%\t28%\t\t-%\t32%\t27%\t\t5%\nNon-gaming expenses as a percentage of Non-gaming revenue\t49%\t58%\t\t(9)%\t58%\t57%\t\t1%\nAdvertising general and administrative as a percentage of Total revenue\t38%\t39%\t\t(1)%\t46%\t35%\t\t11%\n", "q10k_tbl_29": "\tThree Months Ended September 30 2020\t\t\t\t\t\n\tRhode Island\tMid-Atlantic\tSoutheast\tWest\tOther\tTotal\nRevenue\t39393\t19672\t36731\t19169\t1659\t116624\nNet income (loss)\t7121\t3581\t9630\t1751\t(15360)\t6723\nInterest expense net of interest income\t0\t30\t(12)\t0\t16890\t16908\nProvision (benefit) for income taxes\t2485\t1361\t2545\t610\t(7249)\t(248)\nDepreciation and amortization\t4096\t1475\t2712\t1567\t82\t9932\nAcquisition integration and restructuring expense\t0\t0\t0\t0\t2740\t2740\nExpansion and pre-opening expenses\t579\t0\t0\t0\t0\t579\nShare-based compensation\t0\t0\t0\t0\t1799\t1799\nCARES Act credit (1)\t(909)\t0\t(84)\t(70)\t0\t(1063)\nCredit Agreement amendment expenses(2)\t0\t0\t0\t0\t332\t332\nGain on insurance recoveries (3)\t0\t0\t0\t0\t(10)\t(10)\nOther (4)\t0\t0\t0\t0\t313\t313\nAllocation of corporate costs\t1728\t863\t1612\t841\t(5044)\t0\nAdjusted EBITDA\t15100\t7310\t16403\t4699\t(5507)\t38005\n", "q10k_tbl_30": "\tThree Months Ended September 30 2019\t\t\t\t\n\tRhode Island\tMid-Atlantic\tSoutheast\tOther\tTotal\nRevenue\t67842\t25893\t33095\t2479\t129309\nNet income\t11870\t2683\t5352\t(12906)\t6999\nInterest expense net of interest income\t(1)\t55\t(11)\t10608\t10651\nProvision for income taxes\t4462\t1028\t1430\t(3118)\t3802\nDepreciation and amortization\t4779\t1322\t2181\t47\t8329\nNon-operating income\t0\t(1)\t0\t0\t(1)\nAcquisition integration and restructuring expense\t404\t175\t0\t1351\t1930\nShare-based compensation\t0\t0\t0\t1028\t1028\nProfessional and advisory fees associated with capital return program\t0\t0\t0\t1797\t1797\nCredit agreement amendment expenses(1)\t0\t0\t0\t522\t522\nOther(2)\t100\t0\t(152)\t593\t541\nAllocation of corporate costs\t2092\t798\t1021\t(3911)\t0\nAdjusted EBITDA\t23706\t6060\t9821\t(3989)\t35598\n", "q10k_tbl_31": "\tNine Months Ended September 30 2020\t\t\t\t\t\n\tRhode Island\tMid-Atlantic\tSoutheast\tWest\tOther\tTotal\nRevenue\t99626\t47222\t79349\t24690\t3809\t254696\nNet (loss) income\t5173\t1429\t12696\t(4986)\t(40022)\t(25710)\nInterest expense net of interest income\t(56)\t107\t(25)\t0\t43365\t43391\n(Benefit) provision for income taxes\t1895\t548\t3387\t(2777)\t(21483)\t(18430)\nDepreciation and amortization\t13629\t4393\t7213\t2591\t228\t28054\nAcquisition integration and restructuring expense\t0\t20\t0\t0\t6964\t6984\nExpansion and pre-opening expenses\t579\t0\t0\t0\t0\t579\nGoodwill and asset impairment\t0\t0\t0\t8554\t0\t8554\nShare-based compensation\t0\t0\t0\t0\t9468\t9468\nProfessional and advisory fees associated with capital return program\t0\t0\t0\t0\t(17)\t(17)\nCARES Act credit (1)\t(2378)\t(580)\t(570)\t(370)\t(50)\t(3948)\nCredit Agreement amendment expenses(2)\t0\t0\t0\t0\t723\t723\nGain on insurance recoveries (3)\t0\t0\t0\t0\t(1036)\t(1036)\nOther (4)\t0\t0\t0\t(370)\t731\t731\nAllocation of corporate costs\t5908\t2775\t4570\t1224\t(14477)\t0\nAdjusted EBITDA\t24750\t8692\t27271\t4236\t(15606)\t49343\n", "q10k_tbl_32": "\tNine Months Ended September 30 2019\t\t\t\t\n\tRhode Island\tMid-Atlantic\tSoutheast\tOther\tTotal\nRevenue\t236823\t53169\t96245\t6921\t393158\nNet income\t54645\t4014\t14100\t(30984)\t41775\nInterest expense net of interest income\t3265\t114\t(23)\t23545\t26901\nProvision for income taxes\t20254\t1540\t3763\t(9937)\t15620\nDepreciation and amortization\t13740\t2606\t6847\t138\t23331\nNon-operating income\t0\t(39)\t0\t(144)\t(183)\nAcquisition integration and restructuring expense\t404\t1097\t0\t9546\t11047\nShare-based compensation\t0\t0\t0\t2807\t2807\nProfessional and advisory fees associated with capital return program\t0\t0\t0\t3500\t3500\nCredit agreement amendment expenses(1)\t1038\t0\t0\t1113\t2151\nOther(2)\t(419)\t0\t123\t285\t(11)\nAllocation of corporate costs\t8311\t1910\t3341\t(13562)\t0\nAdjusted EBITDA\t101238\t11242\t28151\t(13693)\t126938\n", "q10k_tbl_33": "\tNine Months Ended September 30\t\n(In thousands)\t2020\t2019\nNet cash provided by operating activities\t1711\t72702\nNet cash used in investing activities\t(288513)\t(33925)\nNet cash provided by financing activities\t218154\t114451\n", "q10k_tbl_34": "Exhibit No.\tDescription\n3.1\tAmended and Restated Bylaws effective October 13 2020 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-38850) filed on October 15 2020)\n3.2\tCertificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-38850) filed on October 29 2020)\n4.1\tThird Supplemental Indenture dated October 9 2010 among Twin River Worldwide Holdings Inc. the guarantors party thereto and U.S. Bank National Association as trustee (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-38850) filed on October 9 2020)\n10.1*\tSecond Amendment to the Amended and Restated Regulatory Agreement dated October 6 2020.\n31.1*\tCertification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002\n31.2*\tCertification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002\n32.1*\tCertification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002\n32.2*\tCertification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002\n101.INS\tXBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document\n101.SCH\tInline XBRL Taxonomy Extension Schema Document\n101.CAL\tInline XBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF\tInline XBRL Taxonomy Extension Definition Linkbase Document\n101.LAB\tInline XBRL Taxonomy Extension Label Linkbase Document\n101.PRE\tInline XBRL Taxonomy Extension Presentation Linkbase Document\n104\tThe cover page from Twin River Worldwide Holdings Inc.'s Quarterly report on Form 10-Q for the quarter ended September 30 2020 formatted in inline XBRL contained in Exhibit 101\n"}{"bs": "q10k_tbl_2", "is": "q10k_tbl_3", "cf": "q10k_tbl_6"}None
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-38850
Twin River Worldwide Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
20-0904604
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
100 Westminster Street
Providence,
RI
02903
(Address of principal executive offices)
(Zip Code)
(401) 475-8474
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, $0.01 par value
TRWH
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 1, 2020 there were 30,476,057 shares of the registrant’s common stock outstanding.
Common stock, par value $0.01; 100,000,000 shares authorized; 30,476,057 and 41,193,018 shares issued as of September 30, 2020 and December 31, 2019, respectively; 30,476,057 and 32,113,328 shares outstanding as of September 30, 2020 and December 31, 2019, respectively.
304
412
Additional paid-in-capital
143,180
185,544
Treasury stock, at cost, 0 and 9,079,690 shares as of September 30, 2020 and December 31, 2019, respectively.
—
(223,075)
Retained earnings
14,569
250,418
Accumulated other comprehensive loss
(1,888)
(1,888)
Total shareholders’ equity
156,165
211,411
Total liabilities and shareholders’ equity
$
1,256,881
$
1,021,887
See accompanying notes to condensed consolidated financial statements.
3
TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)
(In thousands, except per share data)
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2019
2020
2019
Revenue:
Gaming
$
96,588
$
88,315
$
196,191
$
279,417
Racing
1,684
3,255
4,817
9,978
Hotel
6,874
11,119
16,635
28,814
Food and beverage
6,889
18,054
23,875
50,366
Other
4,589
8,566
13,178
24,583
Total revenue
116,624
129,309
254,696
393,158
Operating costs and expenses:
Gaming
25,996
23,529
59,080
70,683
Racing
1,681
2,293
4,877
7,317
Hotel
2,482
4,190
6,926
11,087
Food and beverage
6,016
15,324
21,951
42,065
Retail, entertainment and other
408
2,252
2,461
5,703
Advertising, general and administrative
43,996
50,011
117,594
136,321
Goodwill and asset impairment
—
—
8,554
—
Acquisition, integration and restructuring expense
2,740
1,930
6,984
11,047
Gain on insurance recoveries
(10)
—
(1,036)
—
Depreciation and amortization
9,932
8,329
28,054
23,331
Total operating costs and expenses
93,241
107,858
255,445
307,554
Income (loss) from operations
23,383
21,451
(749)
85,604
Other income (expense):
Interest income
42
810
297
1,577
Interest expense, net of amounts capitalized
(16,950)
(11,461)
(43,688)
(28,478)
Loss on extinguishment and modification of debt
—
—
—
(1,491)
Other, net
—
1
—
183
Total other expense, net
(16,908)
(10,650)
(43,391)
(28,209)
Income (loss) before provision for income taxes
6,475
10,801
(44,140)
57,395
(Benefit) provision for income taxes
(248)
3,802
(18,430)
15,620
Net income (loss)
$
6,723
$
6,999
$
(25,710)
$
41,775
Net income (loss) per share, basic
$
0.22
$
0.19
$
(0.83)
$
1.07
Weighted average common shares outstanding, basic
30,458
37,809
30,825
39,063
Net income (loss) per share, diluted
$
0.22
$
0.18
$
(0.83)
$
1.07
Weighted average common shares outstanding, diluted
30,635
37,925
30,825
39,183
Note: Net (loss) income equals comprehensive income for all periods presented.
See accompanying notes to condensed consolidated financial statements.
4
TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)
(In thousands, except share data)
Common Stock
Additional Paid-in Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive Loss
Total Shareholders’ Equity
Shares Outstanding
Amount
Balance as of December 31, 2019
32,113,328
$
412
$
185,544
$
(223,075)
$
250,418
$
(1,888)
$
211,411
Release of restricted stock
131,131
1
(2,484)
—
—
—
(2,483)
Dividends and dividend equivalents - $0.10 per share
—
—
—
—
(3,174)
—
(3,174)
Share-based compensation - equity awards
—
—
5,542
—
—
—
5,542
Retirement of treasury shares
—
(107)
(48,618)
254,416
(205,691)
—
—
Share repurchases
(1,649,768)
—
—
(31,341)
—
—
(31,341)
Adoption of ASU 2016-13
—
—
—
—
(58)
—
(58)
Net loss
—
—
—
—
(8,878)
—
(8,878)
Balance as of March 31, 2020
30,594,691
$
306
$
139,984
$
—
$
32,617
$
(1,888)
$
171,019
Release of restricted stock
24,427
—
(81)
—
—
—
(81)
Share-based compensation - equity awards
—
—
2,127
—
—
—
2,127
Retirement of treasury shares
—
(2)
(733)
1,951
(1,216)
—
—
Share repurchases
(162,625)
—
—
(1,951)
—
—
(1,951)
Net loss
—
—
—
—
(23,555)
—
(23,555)
Balance as of June 30, 2020
30,456,493
$
304
$
141,297
$
—
$
7,846
$
(1,888)
$
147,559
Share-based compensation - equity awards
—
—
1,799
—
—
—
1,799
Stock options exercised
19,564
—
84
—
—
—
84
Net income
—
—
—
—
6,723
—
6,723
Balance as of September 30, 2020
30,476,057
$
304
$
143,180
$
—
$
14,569
$
(1,888)
$
156,165
Common Stock
Additional Paid-in Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive Income
Total Shareholders’ Equity
Shares Outstanding
Amount
Balance as of December 31, 2018
37,989,376
$
380
$
125,629
$
(30,233)
$
202,884
$
—
$
298,660
Release of restricted stock
161,980
1
—
—
—
—
1
Share-based compensation - equity awards
—
—
151
—
—
—
151
Retirement of treasury shares
—
—
(30,233)
30,233
—
—
—
Share repurchases
(16,340)
—
—
(409)
—
—
(409)
Stock issued for purchase of Dover Downs
2,976,825
30
86,750
—
—
—
86,780
Net income
—
—
—
—
17,596
—
17,596
Balance as of March 31, 2019
41,111,841
$
411
$
182,297
$
(409)
$
220,480
$
—
$
402,779
Release of restricted stock
35,756
—
—
—
—
—
—
Dividends and dividend equivalents - $0.10 per share
—
—
—
—
(4,144)
—
(4,144)
Share-based compensation - equity awards
—
—
1,628
—
—
—
1,628
Net income
—
—
—
—
17,180
—
17,180
Balance as of June 30, 2019
41,147,597
$
411
$
183,925
$
(409)
$
233,516
$
—
$
417,443
Release of restricted shares
3,672
—
—
—
—
—
—
Share-based compensation - equity awards
—
—
1,028
—
—
—
1,028
Share repurchases (including tender offer)
(6,576,682)
—
—
(162,705)
—
—
(162,705)
Net income
—
—
—
—
6,999
—
6,999
Balance as of September 30, 2019
34,574,587
$
411
$
184,953
$
(163,114)
$
240,515
$
—
$
262,765
See accompanying notes to condensed consolidated financial statements.
5
TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
Nine Months Ended September 30,
2020
2019
Cash flows from operating activities:
Net (loss) income
$
(25,710)
$
41,775
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation of property and equipment
23,851
18,920
Amortization of intangible assets
4,203
4,411
Amortization of operating lease right of use assets
875
966
Share-based compensation - equity awards
9,468
2,807
Amortization of debt financing costs and discounts on debt
3,256
1,976
Loss on debt extinguishment and modification of debt
—
1,491
Bad debt expense
162
135
Net pension and other postretirement benefit income
—
(39)
Deferred income taxes
(6,209)
—
Gain on disposal of property and equipment
—
(5)
Goodwill and asset impairment
8,554
—
Changes in operating assets and liabilities:
Accounts receivable
5,713
5,980
Inventory
(372)
(210)
Prepaid expenses and other assets
(17,558)
(7,834)
Accounts payable
(2,460)
(5,439)
Accrued liabilities
(2,062)
7,768
Net cash provided by operating activities
1,711
72,702
Cash flows from investing activities:
Acquisition of Dover Downs Gaming & Entertainment, Inc., net of cash acquired
—
(9,606)
Acquisition of Black Hawk Casinos, net of cash acquired
(50,451)
—
Acquisition of Casino KC and Casino Vicksburg, net of cash acquired
(225,496)
—
Deposit for pending acquisition of Jumer’s Casino & Hotel
(4,000)
—
Proceeds from sale of property and equipment
—
7
Capital expenditures, excluding Tiverton Casino Hotel and new hotel at Twin River Casino
(8,566)
(17,645)
Capital expenditures - Tiverton Casino Hotel
—
(1,824)
Capital expenditures - new hotel at Twin River Casino
—
(3,765)
Payments associated with licenses
—
(1,092)
Net cash used in investing activities
(288,513)
(33,925)
Cash flows from financing activities:
Revolver borrowings
250,000
25,000
Revolver repayments
(250,000)
(80,000)
Term loan proceeds, net of fees of $13,820 and $10,655, respectively
261,180
289,345
Term loan repayments
(2,938)
(343,189)
Senior note proceeds, net of fees of $0 and $6,130, respectively
—
393,870
Payment of financing fees
(1,117)
(3,352)
Share repurchases (including tender offer)
(33,292)
(163,114)
Payment of shareholder dividends
(3,199)
(4,109)
Share redemption for tax withholdings - restricted stock
(2,564)
—
Stock options exercised
84
—
Net cash provided by financing activities
218,154
114,451
Net change in cash and cash equivalents and restricted cash
(68,648)
153,228
Cash and cash equivalents and restricted cash, beginning of period
185,502
81,431
Cash and cash equivalents and restricted cash, end of period
$
116,854
$
234,659
Supplemental disclosure of cash flow information:
Cash paid for interest
$
33,627
$
16,069
Cash paid for income taxes, net of refunds
4,385
12,843
Non-cash investing and financing activities:
Unpaid property and equipment
$
388
$
498
Deposit applied to fixed asset purchases
—
981
Termination of operating leases via purchase of underlying assets
—
1,665
Stock issued for acquisition of Dover Downs Gaming & Entertainment, Inc.
—
86,780
See accompanying notes to condensed consolidated financial statements.
6
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. GENERAL INFORMATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Twin River Worldwide Holdings, Inc. (the “Company”, “TRWH”) is a diverse, multi-jurisdictional owner and operator of gaming and racing facilities, including slot machines and various casino table games, and restaurant and hotel facilities. The Company, through its wholly owned subsidiary Twin River Management Group, Inc. (“TRMG”), owns and manages the Twin River Casino Hotel (“Twin River Casino Hotel”) in Lincoln, Rhode Island, the Tiverton Casino Hotel (“Tiverton Casino Hotel”) in Tiverton, Rhode Island, the Hard Rock Hotel & Casino (“Hard Rock Biloxi”) in Biloxi, Mississippi, the Dover Downs Hotel & Casino (“Dover Downs Casino Hotel”) in Dover, Delaware, the Golden Gates, Golden Gulch and Mardi Gras casinos (collectively, “Black Hawk Casinos”) in Black Hawk, Colorado, Casino KC (“Casino KC”) in Kansas City, Missouri (formerly Isle of Capri Casino), Casino Vicksburg (“Casino Vicksburg”) in Vicksburg, Mississippi (formerly Lady Luck Casino Vicksburg), and the Arapahoe Park racetrack and 13 off-track betting licenses (“Mile High USA”) in Aurora, Colorado. Following the closure of the Newport Grand Casino (“Newport Grand”) in August 2018, the Company opened the Tiverton Casino Hotel on September 1, 2018. On March 28, 2019, the Company completed its acquisition of Dover Downs Gaming & Entertainment, Inc., which included Dover Downs Casino Hotel (“Dover Downs”). On January 23, 2020, the Company completed its acquisition of the Black Hawk Casinos. On July 1, 2020, the Company completed its acquisition from Eldorado Resorts, Inc., (“Eldorado”) of the operations and real estate of Casino KC in Kansas City, Missouri, and Casino Vicksburg in Vicksburg, Mississippi. On April 24, 2020, the Company announced that it had entered into an agreement with Eldorado to acquire Eldorado Shreveport Resort and Casino in Shreveport, Louisiana and the MontBleu Resort Casino & Spa in Lake Tahoe, Nevada and into an agreement with Caesars Entertainment Corporation (“Caesars”) and VICI Properties Inc. to acquire Bally's Atlantic City Hotel & Casino in Atlantic City, New Jersey. On July 20, 2020 Eldorado completed its acquisition of Caesars Entertainment Corporation, as a result of which Eldorado merged with and into Caesars Entertainment Corporation, forming Caesar’s Entertainment, Inc. On September 30, 2020, the Company entered into an agreement with Delaware North Companies Gaming & Entertainment, Inc. to acquire Jumer’s Casino & Hotel ("Jumer’s") in Rock Island, Illinois. On October 27, 2020, the Company entered into an agreement with Caesars to acquire the Tropicana Evansville casino in Evansville, Indiana. See Note 4. “Acquisitions” for further information.
On March 29, 2019, the Company’s common stock was listed on the New York Stock Exchange (“NYSE”) and began trading under the ticker symbol “TRWH.”
October 28, 2020 the Company announced that effective November 9, 2020, it will change its name to Bally’s Corporation and, reflecting this change, the Company’s common stock is expected to commence trading on the New York Stock Exchange under the new ticker symbol “BALY” when trading opens on November 9, 2020.
COVID-19 Pandemic
The novel coronavirus (“COVID-19”) pandemic has caused significant disruption to the US and global economy as well as financial markets around the world and has impacted, and is likely to continue to impact, the Company’s business in a material manner. As of March 16, 2020 all of the Company’s properties at the time were temporarily closed as a result of the COVID-19 pandemic and as of March 17, 2020, all of the properties the Company had entered into agreements to acquire were also temporarily closed. As of June 17, 2020, all of the Company’s properties, including the subsequently acquired Casino KC and Casino Vicksburg had reopened and are operating in some capacity. The following is an update of re-openings and current operations by property.
•Twin River Casino Hotel and Tiverton Casino Hotel - The Rhode Island properties pre-opened on June 8, 2020 with very limited invitation only guests allowed. Beginning June 30, 2020, the Company was able to open to the general public, at approximately 65% capacity, with half of VLTs and a limited number of table games, with a three player limit, available. The hotels at the Rhode Island properties remain closed at this time.
•Hard Rock Biloxi - The Biloxi property re-opened to the general public, at 50% capacity, on May 21, 2020 with 41% of VLTs, all table games, with a three player limit, and 75% of the hotel rooms available to guests. Currently, Hard Rock Biloxi is still operating at 50% capacity with over 60% of VLTs and all table games, with a three player limit, available and the hotel is currently operating with all rooms available to guests.
7
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
•Dover Downs Casino Hotel - The Delaware property re-opened, at 30% capacity, on June 1, 2020, with 45% of VLTs. Table games, with a two player limit, became available to guests on June 17, 2020 and the hotel, at 60% room capacity, became available on June 18, 2020. Currently, the property is operating at approximately 60% capacity, with about half of VLTs, and all table games, with a three player limit, and all hotel rooms available to guests.
•Casino KC - Casino KC re-opened, at 50% capacity, on June 1, 2020 with 70% of VLTs and 30% of table games, with a three player limit, available to guests. Casino KC is currently operating with almost 100% of VLTs and a limited number of table games, with a three player limit, available.
•Casino Vicksburg - Casino Vicksburg re-opened, at 50% capacity, on May 21, 2020 with 48% of VLTs and 50% of hotel rooms available to guests. Currently, Casino Vicksburg is still operating at 50% capacity, however, over 65% of VLTs are available and the hotel is currently operating with all rooms available to guests.
•Black Hawk Casinos - The Black Hawk Casinos re-opened, at 50% capacity, on June 17, 2020 with 55% of VLTs available to guests. Currently, they are still operating at 50% capacity, however, over 64% of VLTs are now available to guests.
The Company remains committed to compliance with all state and local operating restrictions as well as and meeting or exceeding all guidelines established by the Centers for Disease Control and Prevention. The Company has implemented property-specific comprehensive health and safety protocols for each of its properties, developed in close consultation with applicable state regulators and public health officials in local jurisdictions. A good percentage of the Company’s operations are expected to continue to be negatively impacted by the COVID-19 pandemic and that impact could be material.
Principles of Consolidation
The accompanying condensed consolidated financial statements of the Company include the accounts of the Company and its wholly-owned subsidiary TRMG and TRMG’s subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the current year’s presentation.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of the SEC’s Regulation S-X. Accordingly, certain information and note disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States have been condensed or omitted. In the Company’s opinion, these condensed consolidated financial statements include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Except as described below and in the Notes to the condensed consolidated financial statements, there were no material changes in significant accounting policies from those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
We have made estimates and judgments affecting the amounts reported in our condensed consolidated financing statements and the accompanying notes. The inputs into our judgments and estimates consider the economic implications of the COVID-19 pandemic on our critical and significant accounting estimates. The actual results that we experience may differ materially from our estimates.
Cash and Cash Equivalents and Restricted Cash
The Company considers all cash balances and highly liquid investments with an original maturity of three months or less to be cash and cash equivalents.
As of September 30, 2020 and December 31, 2019, restricted cash of $1.9 million and $2.9 million, respectively, was comprised of video lottery terminal (“VLT”) and table games cash, payable to the State of Rhode Island, and certain cash accounts at Dover Downs and Mile High USA, which is unavailable for the Company’s use. The following table reconciles cash and restricted cash in the condensed consolidated balance sheets to the total shown on the condensed consolidated statements of cash flows.
8
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30,
December 31,
(in thousands)
2020
2019
Cash and cash equivalents
$
114,995
$
182,581
Restricted cash
1,859
2,921
Total cash and cash equivalents and restricted cash
$
116,854
$
185,502
Treasury Stock
The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. Upon settlement, these shares are classified as treasury stock, which is a reduction to shareholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. There were no shares of common stock retired during the three months ended September 30, 2020 and 2019. The Company retired 10,892,083 and 1,431,980 shares of its common stock held in treasury during the nine months ended September 30, 2020 and 2019, respectively. The shares were returned to the status of authorized but unissued shares.
2. RECENTLY ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326)–Measurement of Credit Losses on Financial Instruments (“ASC 326”). This standard amends several aspects of the measurement of credit losses on financial instruments, including trade receivables. The standard replaces the existing incurred credit loss model with the Current Expected Credit Losses (“CECL”) model and amends certain aspects of accounting for purchased financial assets with deterioration in credit quality since origination. Under CECL, the allowance for losses for financial assets that are measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of the financial assets, based on historical experience, current conditions and forecasts that affect the collectability of the reported amount. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments–Credit Losses, to clarify that receivables arising from operating leases are not within the scope of ASC 326 and should instead, be accounted for in accordance with ASC 842, Leases. The standard is effective for annual and interim periods beginning after December 15, 2019. Adoption is through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (a modified-retrospective approach). The Company adopted this ASU in the first quarter of 2020 and recorded a $58,000 negative adjustment to retained earnings as of January 1, 2020.
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, which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted this ASU in the first quarter of 2020, with no impact to its consolidated financial statements.
Recently Issued Accounting Pronouncements
In August 2018, the FASB issued ASU No. 2018-14, Compensation–Retirement Benefits–Defined Benefit Plans–General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020, which for the Company will be the first quarter of 2021, with early adoption permitted. The Company does not expect this amendment to have a significant impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. This amendment serves to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes. The amendment also improves the consistent application of ASC Topic 740 by clarifying and amending existing guidance. This amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, which for the Company will be the first quarter of 2021, with early adoption permitted. The Company is currently in the process of evaluating the impact of this amendment on its consolidated financial statements.
9
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivatives scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. The amendments in ASU 2020-06 are effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, with early adoption permitted. The Company is currently in the process of evaluating the impact of this amendment on its consolidated financial statements.
3. REVENUE RECOGNITION
The Company accounts for revenue earned from contracts with customers under ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). The Company generates revenue from five principal sources: gaming services, hotel, racing, food and beverage and other.
Gaming revenue includes the share of VLT revenue for Twin River Casino Hotel and Tiverton Casino Hotel, in each case, as determined by each property’s respective master VLT contracts with the State of Rhode Island. Twin River Casino Hotel is entitled to a 28.85% share of VLT revenue on the initial 3,002 units and a 26.00% share of VLT revenue generated from units in excess of 3,002 units. Tiverton Casino Hotel is entitled to receive a percentage of VLT revenue that is equivalent to the percentage received by Twin River Casino Hotel. Gaming revenue also includes Twin River Casino Hotel’s and Tiverton Casino Hotel’s share of table games revenue. Twin River Casino Hotel and Tiverton Casino Hotel each were entitled to an 83.5% share of table games revenue generated as of September 30, 2020. Revenue is recognized when the wager is complete, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Rhode Island operations on a net basis which is the percentage share of VLT and table games revenue received as the Company acts as an agent in operating the gaming services on behalf of the State of Rhode Island.
Gaming revenue also includes Dover Downs’ share of revenue as determined under the Delaware State Lottery Code from the date of its acquisition. Dover Downs is authorized to conduct video lottery, sports wagering, table game and internet gaming operations as one of three “Licensed Agents” under the Delaware State Lottery Code. Licensing, administration and control of gaming operations in Delaware is under the Delaware State Lottery Office and Delaware’s Department of Safety and Homeland Security, Division of Gaming Enforcement. As of September 30, 2020 and 2019, Dover Downs was entitled to an approximately 42% share of VLT revenue and an 80% share of table games revenue. Revenue is recognized when the wager is complete, which is when the customer has received the benefits of the Company’s gaming services and the Company has a present right to payment. The Company records revenue from its Delaware operations on a net basis, which is the percentage share of VLT and table games revenue received, as the Company acts as an agent in operating the gaming services on behalf of the State of Delaware.
Gaming revenue also includes the casino revenue of Hard Rock Biloxi, the Black Hawk Casinos, and, beginning July 1, 2020, Casino KC and Casino Vicksburg, which is the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs, for chips outstanding and “ticket-in, ticket-out” coupons in the customers’ possession, and for accruals related to the anticipated payout of progressive jackpots. Progressive slot machines, which contain base jackpots that increase at a progressive rate based on the number of credits played, are charged to revenue as the amount of the progressive jackpots increase.
10
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Gaming services contracts have two performance obligations for those customers earning incentives under the Company’s player loyalty programs and a single performance obligation for customers who do not participate in the programs. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the condensed consolidated financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract. For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with incentives earned under loyalty programs, the Company allocates an amount to the loyalty program contract liability based on the stand-alone selling price of the incentive earned for a hotel room stay, food and beverage or other amenity. The performance obligations for the incentives earned under the loyalty programs are deferred and recognized as revenue when the customer redeems the incentive. When redeemed, revenue is recognized in the department that provides the goods or service. After allocating revenue to other goods and services provided as part of casino wager contracts, the Company records the residual amount to gaming revenue as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately.
The estimated retail value related to goods and services provided to guests without charge or upon redemption under the Company’s player loyalty programs included in departmental revenues, and therefore reducing gaming revenues, are as follows for the three and nine months ended September 30, 2020 and 2019:
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2020
2019
2020
2019
Hotel
$
3,962
$
5,594
$
9,710
$
14,528
Food and beverage
4,082
8,940
12,989
22,488
Other
464
1,910
2,270
5,071
$
8,508
$
16,444
$
24,969
$
42,087
Racing revenue includes Twin River Casino Hotel’s, Tiverton Casino Hotel’s, Mile High USA’s and Dover Downs’ share of wagering from live racing and the import of simulcast signals. Racing revenue is recognized when the wager is complete based on an established take-out percentage. The Company functions as an agent to the pari-mutuel pool. Therefore, fees and obligations related to the Company’s share of purse funding, simulcasting fees, tote fees, pari-mutuel taxes, and other fees directly related to the Company’s racing operations are reported on a net basis and included as a deduction to racing revenue.
Hotel revenue is recognized at the time of occupancy, which is when the customer obtains control through occupancy of the room. Advance deposits for hotel rooms are recorded as liabilities until revenue recognition criteria are met.
Food and beverage revenue are recognized at the time the goods are sold from Company-operated outlets.
All other revenues are recognized at the time the goods are sold or the service is provided.
Sales tax and other taxes collected on behalf of governmental authorities are accounted for on a net basis and are not included in revenue or operating expenses.
11
TWIN RIVER WORLDWIDE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Beginning in the third quarter of 2020, the Company changed its reportable segments to better align with its strategic growth initiatives in light of recent and pending acquisitions. Refer to Note 13. “Segment Reporting” for further information. The following tables provide a disaggregation of revenue by segment: