Annual report pursuant to Section 13 and 15(d)

ACQUISITION

v3.6.0.2
ACQUISITION
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
ACQUISITION
ACQUISITION

On May 13, 2016, we completed our acquisition of Bronco Billy's Casino and Hotel from Pioneer Group, Inc. for consideration of $31.1 million, inclusive of an adjustment for net working capital. The acquisition included the three licensed operations in Cripple Creek, Colorado known as Bronco Billy's Casino, Buffalo Billy's Casino and Billy's Casino (collectively referred to as "Bronco Billy's"). The results of Bronco Billy's operations have been included in the consolidated financial statements since that date. The acquisition was financed primarily through a $35 million increase in our Second Lien Credit Facility (see Note 7). Bronco Billy’s has approximately 807 slot and video poker machines, 12 table games and a 24-room hotel. This acquisition diversifies our operations into a new geographical market.

During the fourth quarter we completed our valuation analysis. Our fair value estimates utilize significant unobservable inputs and thus represent Level 3 fair value measurements. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):
 
 
 
Cash and equivalents
 
$
2,682

Other current assets
 
258

Property and equipment
 
16,694

Goodwill
4,806

Gaming licenses
 
7,000

Trade names
 
1,800

Total assets
 
33,240

 
 
 
Current liabilities
 
2,189

Total liabilities
 
2,189

 
 
 
Net assets acquired
 
$
31,051



The $4.8 million of goodwill, which represents the excess of the purchase price over the estimated fair value of the assets acquired, was primarily attributable to expected synergies and the economic benefits arising from other assets acquired that could not be individually identified and separately recognized, including the assembled workforce. All of the goodwill is expected to be deductible for income tax purposes.

The Company incurred $0.6 million of project development and acquisition costs related to this business combination during 2016 and $0.4 million during 2015. We also incurred $1.5 million of debt issuance costs, $0.6 million of warrant issuance costs, and $0.6 million of debt modification expenses in conjunction with the refinanced credit facilities.

From May 13, 2016 through December 31, 2016, Bronco Billy's revenues were $16.2 million and net income was $2.0 million and were included in our consolidated statements of operations for the year ended December 31, 2016.

The following unaudited pro forma consolidated income statement for the Company includes the results of Bronco Billy's as if the acquisition and related financing transactions occurred on January 1, 2015. The pro forma financial information does not necessarily represent the results that might have actually occurred or may occur in the future. The pro forma amounts include the historical operating results of Full House and Bronco Billy's prior to the acquisition, adjusted only for matters directly attributable to the acquisition, which primarily include interest expense related to the amended and restated First and Second Lien Credit Facilities (see Note 7). The pro forma results also reflect adjustments for the impact of depreciation and amortization expense based on the estimated fair value of property and equipment acquired, income tax expense, and the removal of non-recurring expenses directly attributable to the transaction of $1.4 million and $1.0 million during 2016 and 2015, respectively. These non-recurring expenses primarily related to acquisition costs and debt modification costs. The pro forma results do not include any anticipated synergies or other expected benefits from the acquisition.
Pro Forma Consolidated Statement of Operations
(In thousands, unaudited)
 
 
 
For the year ended
 
December 31,
2016
 
December 31,
2015
Net revenues
$
154,734

 
$
149,150

Net loss
(5,818
)
 
(4,157
)
Basic loss per share
(0.30
)
 
(0.21
)
Diluted loss per share
(0.30
)
 
(0.21
)