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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Twin River Worldwide Holdings Inc | NYSE:TRWH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.14 | 0 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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20-0904604
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
|
100 Twin River Road, Lincoln, RI 02865
|
|
02865
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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ý
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Smaller reporting company
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¨
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Emerging growth company
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ý
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $0.01 par value
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TRWH
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New York Stock Exchange
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Page No.
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PART I.
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FINANCIAL INFORMATION
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
103,002
|
|
|
$
|
77,580
|
|
Restricted cash
|
9,698
|
|
|
3,851
|
|
||
Accounts receivable, net
|
32,050
|
|
|
22,966
|
|
||
Inventory
|
8,587
|
|
|
6,418
|
|
||
Prepaid expenses and other assets
|
10,978
|
|
|
11,647
|
|
||
Total current assets
|
164,315
|
|
|
122,462
|
|
||
Property and equipment, net
|
521,735
|
|
|
416,148
|
|
||
Right of use assets, net
|
18,350
|
|
|
—
|
|
||
Goodwill
|
132,035
|
|
|
132,035
|
|
||
Intangible assets, net
|
113,848
|
|
|
110,104
|
|
||
Other assets
|
793
|
|
|
1,603
|
|
||
Total assets
|
$
|
951,076
|
|
|
$
|
782,352
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current portion of long-term debt
|
$
|
83,595
|
|
|
$
|
3,595
|
|
Current portion of lease obligations
|
1,154
|
|
|
—
|
|
||
Accounts payable
|
23,969
|
|
|
14,215
|
|
||
Accrued liabilities
|
67,659
|
|
|
57,778
|
|
||
Total current liabilities
|
176,377
|
|
|
75,588
|
|
||
Lease obligations, net of current portion
|
17,184
|
|
|
—
|
|
||
Pension benefit obligations
|
6,613
|
|
|
—
|
|
||
Deferred tax liability
|
10,871
|
|
|
17,526
|
|
||
Long-term debt, net of current portion
|
334,920
|
|
|
390,578
|
|
||
Other long-term liabilities
|
2,332
|
|
|
—
|
|
||
Total liabilities
|
548,297
|
|
|
483,692
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $0.01; 100,000,000 shares authorized; 41,128,181 and 39,421,356 shares issued as of March 31, 2019 and December 31, 2018, respectively; 41,111,841 and 37,989,376 shares outstanding as of March 31, 2019 and December 31, 2018, respectively, net of treasury stock.
|
411
|
|
|
380
|
|
||
Additional paid in capital
|
182,297
|
|
|
125,629
|
|
||
Treasury stock, at cost, 16,340 and 1,431,980 shares as of March 31, 2019 and December 31, 2018, respectively.
|
(409
|
)
|
|
(30,233
|
)
|
||
Retained earnings
|
220,480
|
|
|
202,884
|
|
||
Total shareholders’ equity
|
402,779
|
|
|
298,660
|
|
||
Total liabilities and shareholders’ equity
|
$
|
951,076
|
|
|
$
|
782,352
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
|
|
||
Gaming
|
$
|
90,868
|
|
|
$
|
79,582
|
|
Racing
|
2,940
|
|
|
3,284
|
|
||
Hotel
|
6,305
|
|
|
4,454
|
|
||
Food and beverage
|
13,511
|
|
|
11,488
|
|
||
Other
|
7,007
|
|
|
5,998
|
|
||
Net revenue
|
120,631
|
|
|
104,806
|
|
||
|
|
|
|
||||
Operating costs and expenses:
|
|
|
|
||||
Gaming
|
21,076
|
|
|
16,727
|
|
||
Racing
|
2,191
|
|
|
2,179
|
|
||
Hotel
|
2,714
|
|
|
1,760
|
|
||
Food and beverage
|
11,107
|
|
|
8,972
|
|
||
Advertising, general and administrative
|
46,467
|
|
|
39,160
|
|
||
Expansion and pre-opening
|
—
|
|
|
34
|
|
||
Newport Grand disposal loss
|
—
|
|
|
5,885
|
|
||
Depreciation and amortization
|
6,769
|
|
|
5,212
|
|
||
Total operating costs and expenses
|
90,324
|
|
|
79,929
|
|
||
Income from operations
|
30,307
|
|
|
24,877
|
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
||||
Interest income
|
13
|
|
|
40
|
|
||
Interest expense, net of amounts capitalized
|
(7,051
|
)
|
|
(5,739
|
)
|
||
Total other expense, net
|
(7,038
|
)
|
|
(5,699
|
)
|
||
|
|
|
|
||||
Income before provision for income taxes
|
23,269
|
|
|
19,178
|
|
||
|
|
|
|
||||
Provision for income taxes
|
5,673
|
|
|
6,544
|
|
||
Net income
|
$
|
17,596
|
|
|
$
|
12,634
|
|
Deemed dividends related to changes in fair value of common stock subject to possible redemption
|
—
|
|
|
(1,305
|
)
|
||
Net income applicable to common stockholders
|
$
|
17,596
|
|
|
$
|
11,329
|
|
|
|
|
|
||||
Net income per share, basic
|
$
|
0.46
|
|
|
$
|
0.31
|
|
Weighted average common shares outstanding, basic
|
38,248
|
|
|
36,823
|
|
||
|
|
|
|
||||
Net income per share, diluted
|
$
|
0.46
|
|
|
$
|
0.29
|
|
Weighted average common shares outstanding, diluted
|
38,367
|
|
|
38,405
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Total Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2018
|
37,989,376
|
|
|
$
|
380
|
|
|
$
|
125,629
|
|
|
$
|
(30,233
|
)
|
|
$
|
202,884
|
|
|
$
|
298,660
|
|
Release of restricted units
|
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
|
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Total Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2017
|
36,199,704
|
|
|
$
|
362
|
|
|
$
|
67,910
|
|
|
$
|
(22,275
|
)
|
|
$
|
130,806
|
|
|
$
|
176,803
|
|
Stock options exercised via repayment of non-recourse notes
|
368,000
|
|
|
4
|
|
|
9,016
|
|
|
—
|
|
|
—
|
|
|
9,020
|
|
|||||
Share-based compensation - equity awards
|
—
|
|
|
—
|
|
|
506
|
|
|
—
|
|
|
—
|
|
|
506
|
|
|||||
Release of restricted units
|
25,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock subject to possible redemption
|
(25,136
|
)
|
|
—
|
|
|
(685
|
)
|
|
—
|
|
|
—
|
|
|
(685
|
)
|
|||||
Deemed dividends related to changes in fair value of common stock subject to possible redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,305
|
)
|
|
(1,305
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,634
|
|
|
12,634
|
|
|||||
Balance as of March 31, 2018
|
36,567,704
|
|
|
$
|
366
|
|
|
$
|
76,747
|
|
|
$
|
(22,275
|
)
|
|
$
|
142,135
|
|
|
$
|
196,973
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
17,596
|
|
|
$
|
12,634
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of property and equipment
|
5,402
|
|
|
3,841
|
|
||
Amortization of intangible assets
|
1,367
|
|
|
1,371
|
|
||
Amortization of right of use assets
|
482
|
|
|
—
|
|
||
Share-based compensation - liability awards
|
—
|
|
|
4,512
|
|
||
Share-based compensation - equity awards
|
151
|
|
|
506
|
|
||
Amortization of deferred financing fees
|
521
|
|
|
857
|
|
||
Amortization of original issue discount
|
171
|
|
|
344
|
|
||
Bad debt expense
|
22
|
|
|
45
|
|
||
Deferred income taxes
|
—
|
|
|
452
|
|
||
Newport Grand disposal loss
|
—
|
|
|
5,885
|
|
||
Gain on disposal of property and equipment
|
(2
|
)
|
|
(5
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(3,432
|
)
|
|
(1,991
|
)
|
||
Inventory
|
(278
|
)
|
|
557
|
|
||
Prepaid expenses and other assets
|
5,791
|
|
|
2,852
|
|
||
Accounts payable
|
4,789
|
|
|
(1,039
|
)
|
||
Accrued liabilities
|
(7,103
|
)
|
|
(2,006
|
)
|
||
Lease obligations
|
(494
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
24,983
|
|
|
28,815
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Repayment of loans from officers and directors
|
—
|
|
|
1,073
|
|
||
Acquisition of Dover Downs Gaming & Entertainment, Inc., net of cash acquired
|
(9,606
|
)
|
|
—
|
|
||
Capital expenditures, excluding Tiverton Casino Hotel and new hotel at Twin River Casino
|
(4,212
|
)
|
|
(1,988
|
)
|
||
Capital expenditures - Tiverton Casino Hotel
|
(1,277
|
)
|
|
(31,386
|
)
|
||
Capital expenditures - new hotel at Twin River Casino
|
(2,010
|
)
|
|
(9,136
|
)
|
||
Payments associated with gaming license
|
—
|
|
|
(29
|
)
|
||
Net cash used in investing activities
|
(17,105
|
)
|
|
(41,466
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Revolver borrowings
|
25,000
|
|
|
20,000
|
|
||
Term loan repayments
|
(1,200
|
)
|
|
(30,927
|
)
|
||
Stock repurchases
|
(409
|
)
|
|
—
|
|
||
Stock options exercised via repayment of non-recourse notes
|
—
|
|
|
889
|
|
||
Net cash provided by (used in) financing activities
|
23,391
|
|
|
(10,038
|
)
|
||
|
|
|
|
||||
Net change in cash and cash equivalents and restricted cash
|
31,269
|
|
|
(22,689
|
)
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
81,431
|
|
|
93,216
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
112,700
|
|
|
$
|
70,527
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
6,286
|
|
|
$
|
5,255
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
53
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Unpaid property and equipment
|
$
|
5,928
|
|
|
$
|
13,011
|
|
Deposit applied to fixed asset purchases
|
$
|
981
|
|
|
$
|
—
|
|
Deemed dividends related to changes in fair value of common stock subject to possible redemption
|
$
|
—
|
|
|
$
|
1,305
|
|
Termination of operating leases via purchase of underlying assets
|
$
|
1,272
|
|
|
$
|
—
|
|
Stock issued for acquisition of Dover Downs Gaming & Entertainment, Inc.
|
$
|
86,780
|
|
|
$
|
—
|
|
|
March 31,
|
|
December 31,
|
||||
(in thousands)
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
103,002
|
|
|
$
|
77,580
|
|
Restricted cash
|
9,698
|
|
|
3,851
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
112,700
|
|
|
$
|
81,431
|
|
•
|
Level 1: Observable quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2: Inputs are observable for the asset or liability either directly or through corroboration with observable market data.
|
•
|
Level 3: Unobservable inputs.
|
|
Three Months Ended March 31,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Hotel
|
$
|
3,558
|
|
|
$
|
2,533
|
|
Food and beverage
|
5,790
|
|
|
5,563
|
|
||
Other
|
1,378
|
|
|
1,062
|
|
||
|
$
|
10,726
|
|
|
$
|
9,158
|
|
(in thousands)
|
Rhode
Island
|
|
Delaware
|
|
Biloxi
|
|
Other
|
|
Total
|
||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
68,839
|
|
|
$
|
969
|
|
|
$
|
21,060
|
|
|
$
|
—
|
|
|
$
|
90,868
|
|
Racing
|
992
|
|
|
27
|
|
|
—
|
|
|
1,921
|
|
|
2,940
|
|
|||||
Hotel
|
1,541
|
|
|
144
|
|
|
4,620
|
|
|
—
|
|
|
6,305
|
|
|||||
Food and beverage
|
9,092
|
|
|
350
|
|
|
4,069
|
|
|
—
|
|
|
13,511
|
|
|||||
Other
|
5,661
|
|
|
35
|
|
|
1,283
|
|
|
28
|
|
|
7,007
|
|
|||||
Net revenue
|
$
|
86,125
|
|
|
$
|
1,525
|
|
|
$
|
31,032
|
|
|
$
|
1,949
|
|
|
$
|
120,631
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Gaming
|
$
|
59,443
|
|
|
n/a
|
|
|
$
|
20,139
|
|
|
$
|
—
|
|
|
$
|
79,582
|
|
|
Racing
|
872
|
|
|
n/a
|
|
|
—
|
|
|
2,412
|
|
|
3,284
|
|
|||||
Hotel
|
—
|
|
|
n/a
|
|
|
4,454
|
|
|
—
|
|
|
4,454
|
|
|||||
Food and beverage
|
7,290
|
|
|
n/a
|
|
|
4,197
|
|
|
1
|
|
|
11,488
|
|
|||||
Other
|
4,769
|
|
|
n/a
|
|
|
1,218
|
|
|
11
|
|
|
5,998
|
|
|||||
Net revenue
|
$
|
72,374
|
|
|
n/a
|
|
|
$
|
30,008
|
|
|
$
|
2,424
|
|
|
$
|
104,806
|
|
4.
|
ACQUISITIONS
|
(in thousands)
|
Preliminary as of March 31, 2019
|
||
Cash
|
$
|
19,500
|
|
Accounts receivable
|
5,674
|
|
|
Due from State of Delaware
|
2,535
|
|
|
Inventory
|
1,891
|
|
|
Prepaid expenses and other assets
|
2,586
|
|
|
Property and equipment
|
103,657
|
|
|
Right of use asset
|
1,333
|
|
|
Intangible assets
|
5,110
|
|
|
Deferred income tax assets
|
6,655
|
|
|
Other assets
|
320
|
|
|
Accounts payable
|
(7,470
|
)
|
|
Purses due to horseman
|
(2,613
|
)
|
|
Accrued and other current liabilities
|
(13,014
|
)
|
|
Lease obligations
|
(1,333
|
)
|
|
Pension benefit obligations
|
(6,613
|
)
|
|
Other long-term liabilities
|
(2,332
|
)
|
|
Total purchase price
|
$
|
115,886
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2019
|
||||
Net revenue
|
$
|
127,580
|
|
|
$
|
145,270
|
|
Net income
|
$
|
12,342
|
|
|
$
|
22,460
|
|
Net income applicable to common stockholders
|
$
|
11,037
|
|
|
$
|
22,460
|
|
Net income per share, basic
|
$
|
0.30
|
|
|
$
|
0.59
|
|
Net income per share, diluted
|
$
|
0.29
|
|
|
$
|
0.59
|
|
5.
|
SALE OF NEWPORT GRAND
|
(in thousands)
|
Three Months Ended
March 31, 2018 |
||
Stated sale price
|
$
|
10,150
|
|
Carrying value of Land, building and improvements
|
(12,993
|
)
|
|
Transaction costs
|
(669
|
)
|
|
Impairment loss
|
(3,512
|
)
|
|
Participation fees
|
(2,373
|
)
|
|
Newport Grand disposal loss
|
$
|
(5,885
|
)
|
6.
|
ACCRUED LIABILITIES
|
(in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Gaming liabilities
|
$
|
20,910
|
|
|
$
|
18,740
|
|
Compensation
|
13,918
|
|
|
16,622
|
|
||
Legal
|
2,610
|
|
|
3,784
|
|
||
Construction accruals
|
2,236
|
|
|
3,677
|
|
||
Property taxes
|
1,940
|
|
|
2,582
|
|
||
Purses due to horsemen
|
2,613
|
|
|
—
|
|
||
Other
|
23,432
|
|
|
12,373
|
|
||
Total accrued liabilities
|
$
|
67,659
|
|
|
$
|
57,778
|
|
7.
|
LONG-TERM DEBT
|
(in thousands)
|
March 31,
2019 |
|
December 31,
2018 |
||||
Term Loan principal
|
$
|
341,239
|
|
|
$
|
342,439
|
|
Revolving Credit Facility
|
80,000
|
|
|
55,000
|
|
||
Less: Unamortized original issue discount
|
(856
|
)
|
|
(1,027
|
)
|
||
Less: Unamortized deferred financing fees
|
(1,868
|
)
|
|
(2,239
|
)
|
||
Long-term debt, including current portion
|
418,515
|
|
|
394,173
|
|
||
Less: current portion of Term Loan and Revolving Credit Facility
|
(83,595
|
)
|
|
(3,595
|
)
|
||
Long-term debt, net of discount and deferred financing fees, excluding current portion
|
$
|
334,920
|
|
|
$
|
390,578
|
|
8.
|
LEASES
|
(in thousands)
|
Three Months Ended
March 31, 2019 |
||
Operating leases:
|
|
||
Operating lease cost
|
$
|
797
|
|
Variable lease cost
|
29
|
|
|
Operating lease expense
|
826
|
|
|
Short-term lease expense
|
433
|
|
|
Total lease expense
|
$
|
1,259
|
|
(In thousands, except term and percentages)
|
Three Months Ended
March 31, 2019 |
||
Other information
|
|
||
Cash paid for amounts included in the lease liability - operating cash flows from operating leases
|
$
|
809
|
|
Right of use assets obtained in exchange for operating lease liabilities
|
$
|
18,350
|
|
Weighted-average remaining lease term - operating leases
|
9.4 years
|
|
|
Weighted-average discount rate - operating leases
|
6.6
|
%
|
9.
|
BENEFIT PLANS
|
(in thousands)
|
March 28,
2019 |
||
Benefit obligation
|
$
|
24,067
|
|
Fair value of plan assets
|
17,454
|
|
|
Unfunded status
|
$
|
(6,613
|
)
|
(in thousands)
|
March 28,
2019 |
||
Pension benefit obligations
|
$
|
6,613
|
|
|
Benefit Obligation
|
|
Weighted-average discount rate
|
4.1
|
%
|
Expected long-term rate of return on plan assets
|
n/a
|
|
Asset Category
|
|
Target
|
|
Actual Allocation at March 31, 2019
|
||
Equity Securities
|
|
60
|
%
|
|
69
|
%
|
Debt Securities
|
|
40
|
%
|
|
29
|
%
|
Other
|
|
—
|
%
|
|
2
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
(in thousands)
|
|
||
Remaining 2019
|
$
|
625
|
|
2020
|
873
|
|
|
2021
|
911
|
|
|
2022
|
964
|
|
|
2023
|
1,035
|
|
|
Years 2024-2028
|
5,918
|
|
10.
|
SEGMENT REPORTING
|
(in thousands)
|
Rhode
Island
|
|
Delaware
|
|
Biloxi
|
|
Other
|
|
Total
|
||||||||||
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenue
|
$
|
86,125
|
|
|
$
|
1,525
|
|
|
$
|
31,032
|
|
|
$
|
1,949
|
|
|
$
|
120,631
|
|
Income (loss) from operations
|
31,319
|
|
|
*
|
|
|
5,414
|
|
|
(6,426
|
)
|
|
30,307
|
|
|||||
Income (loss) before provision for income taxes
|
29,007
|
|
|
*
|
|
|
5,418
|
|
|
(11,156
|
)
|
|
23,269
|
|
|||||
Depreciation and amortization
|
4,415
|
|
|
*
|
|
|
2,307
|
|
|
47
|
|
|
6,769
|
|
|||||
Interest expense
|
2,319
|
|
|
*
|
|
|
—
|
|
|
4,732
|
|
|
7,051
|
|
|||||
Capital expenditures
|
6,902
|
|
|
*
|
|
|
582
|
|
|
15
|
|
|
7,499
|
|
|||||
Goodwill
|
83,101
|
|
|
—
|
|
|
48,934
|
|
|
—
|
|
|
132,035
|
|
|||||
Total assets
|
550,274
|
|
|
140,407
|
|
|
261,645
|
|
|
(1,250
|
)
|
|
951,076
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
72,374
|
|
|
n/a
|
|
|
$
|
30,008
|
|
|
$
|
2,424
|
|
|
$
|
104,806
|
|
|
Income (loss) from operations
|
25,535
|
|
|
n/a
|
|
|
5,689
|
|
|
(6,347
|
)
|
|
24,877
|
|
|||||
Income (loss) before provision for income taxes
|
23,067
|
|
|
n/a
|
|
|
5,689
|
|
|
(9,578
|
)
|
|
19,178
|
|
|||||
Depreciation and amortization
|
2,863
|
|
|
n/a
|
|
|
2,313
|
|
|
36
|
|
|
5,212
|
|
|||||
Interest expense
|
2,468
|
|
|
n/a
|
|
|
4
|
|
|
3,267
|
|
|
5,739
|
|
|||||
Capital expenditures
|
17,868
|
|
|
n/a
|
|
|
1,270
|
|
|
23,372
|
|
|
42,510
|
|
|||||
Goodwill
|
83,101
|
|
|
n/a
|
|
|
48,934
|
|
|
—
|
|
|
132,035
|
|
|||||
Total assets
|
459,639
|
|
|
n/a
|
|
|
244,423
|
|
|
10,710
|
|
|
714,772
|
|
11.
|
EARNINGS PER SHARE
|
|
Three Months Ended March 31,
|
|
||||||
(in thousands, except per share data)
|
2019
|
|
2018
|
|
||||
Net income applicable to common stockholders
|
$
|
17,596
|
|
|
$
|
11,329
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding, basic
|
38,248
|
|
|
36,823
|
|
|
||
Weighted average effect of dilutive securities
|
119
|
|
|
1,583
|
|
|
||
Weighted average shares outstanding, diluted
|
38,367
|
|
|
38,405
|
|
*
|
||
|
|
|
|
|
||||
Per share data
|
|
|
|
|
||||
Basic
|
$
|
0.46
|
|
|
$
|
0.31
|
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.29
|
|
|
12.
|
SUBSEQUENT EVENTS
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the risk that negative industry or economic trends and reductions in discretionary consumer spending as a result of competition, downturns in the economy or other changes could harm our business;
|
•
|
the risk that new gaming licenses or jurisdictions become available (or offer different gaming regulations or taxes) that results in increased competition to us;
|
•
|
the effect of the expansion of legalized gaming (including sports wagering) in the regions in which we operate;
|
•
|
the effects of intense competition that exists in the gaming industry;
|
•
|
the effects of the extensive governmental gaming regulation and taxation policies that we are subject to, as well as any changes in laws and regulations, including increased taxes, which could harm our business;
|
•
|
the risks of litigation that seeks to cause the repeal of certain gaming laws or regulations on which we rely to conduct our business, including a lawsuit filed in Rhode Island that seeks to overturn the decision to permit sports wagering within Rhode Island;
|
•
|
the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines and take other adverse actions against any of our operations;
|
•
|
the risk that any breach of the terms of the regulatory agreement we have entered into related to the operation of our Rhode Island properties could harm our business;
|
•
|
our obligation to fund multi-employer pension plans to which we contribute;
|
•
|
our ability to realize the anticipated benefit from our acquisition of Dover Downs, including, without limitation, the cost synergies we anticipate from the transaction;
|
•
|
the risk that our acquisitions and other expansion opportunities divert management’s attention or incur substantial costs, or that we are otherwise unable to develop, profitably manage or successfully integrate the businesses we acquire;
|
•
|
the risk that we may be unable to refinance our outstanding indebtedness as it comes due, or that if we do refinance, the terms are not favorable to us;
|
•
|
the risk that we may not declare dividends on shares of our common stock in 2019 or beyond;
|
•
|
the effects of extreme weather conditions or natural disasters on our facilities and the geographic areas from which we draw our customers, and our ability to recover insurance proceeds (if any);
|
•
|
the effects of events adversely impacting the economy or the regions from which we draw a significant percentage of our customers, including the effects of economic recession, war, terrorist or similar activity or disasters in, at, or around our properties;
|
•
|
the risk that we fail to adapt our business and amenities to changing customer preferences;
|
•
|
the risk of failing to maintain the integrity of our information technology infrastructure, including cyber security hacking, causing the unintended distribution of our customer data to third parties and access by third parties to our customer data;
|
•
|
our estimated effective income tax rates, estimated tax benefits, and the merits of our tax positions; and
|
•
|
the potential of certain of our shareholders owning large interests in our capital stock to significantly influence our affairs.
|
•
|
The continued ramp of Tiverton Casino Hotel, which opened in September 2018, provided incremental top and bottom line contributions compared to Newport Grand which we operated in the first quarter 2018 prior to transferring the license to Tiverton.
|
•
|
The acquisition of Dover Downs on March 28, 2019 which contributed
$1.5 million
to net revenue.
|
•
|
Legal and financial advisory costs of
$6.4 million
recorded in the first quarter 2019 related to the merger with Dover Downs and costs of becoming a public company.
|
•
|
Prior year results included a
$5.9 million
charge associated with the Newport Grand disposal loss.
|
•
|
A
$4.9 million
decrease in share-based compensation expenses as a result of the timing of performance awards and the settlement of the majority of liability classified awards in place in the prior year.
|
|
Three Months Ended March 31,
|
|
||||||
(In millions)
|
2019
|
|
2018
|
|
||||
Net revenue
|
$
|
120.6
|
|
|
$
|
104.8
|
|
|
Income from operations
|
$
|
30.3
|
|
|
$
|
24.9
|
|
|
Net income
|
$
|
17.6
|
|
|
$
|
12.6
|
|
|
|
Three Months Ended March 31,
|
|
||||
|
2019
|
|
2018
|
|
||
Net revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
Gaming, racing, hotel, food and beverage expenses
|
30.7
|
%
|
|
28.3
|
%
|
|
Advertising, general and administrative
|
38.5
|
%
|
|
37.4
|
%
|
|
Other operating costs and expenses
|
—
|
%
|
|
5.6
|
%
|
|
Depreciation and amortization
|
5.6
|
%
|
|
5.0
|
%
|
|
Total operating costs and expenses
|
74.9
|
%
|
*
|
76.3
|
%
|
|
Income from operations
|
25.1
|
%
|
|
23.7
|
%
|
|
Other income (expense)
|
|
|
|
|
|
|
Interest expense
|
(5.8
|
)%
|
|
(5.5
|
)%
|
|
Other, net
|
—
|
%
|
|
—
|
%
|
|
Total other income (expense)
|
(5.8
|
)%
|
|
(5.4
|
)%
|
*
|
Income before provision for income taxes
|
19.3
|
%
|
|
18.3
|
%
|
|
Provision for income taxes
|
4.7
|
%
|
|
6.2
|
%
|
|
Net income
|
14.6
|
%
|
|
12.1
|
%
|
|
(In thousands, except percentages)
|
Three Months Ended
March 31, |
|
2019 over 2018
|
|||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Gaming and Racing Revenue
|
|
|
|
|
|
|
|
|||||||
Rhode Island
|
$
|
69,831
|
|
|
$
|
60,315
|
|
|
$
|
9,516
|
|
|
15.8
|
%
|
Delaware
|
996
|
|
|
—
|
|
|
996
|
|
|
100.0
|
%
|
|||
Biloxi
|
21,060
|
|
|
20,139
|
|
|
921
|
|
|
4.6
|
%
|
|||
Other
|
1,921
|
|
|
2,412
|
|
|
(491
|
)
|
|
(20.4
|
)%
|
|||
Total Gaming and Racing Revenue
|
93,808
|
|
|
82,866
|
|
|
10,942
|
|
|
13.2
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Non-Gaming Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rhode Island
|
16,294
|
|
|
12,059
|
|
|
4,235
|
|
|
35.1
|
%
|
|||
Delaware
|
529
|
|
|
—
|
|
|
529
|
|
|
100.0
|
%
|
|||
Biloxi
|
9,972
|
|
|
9,869
|
|
|
103
|
|
|
1.0
|
%
|
|||
Other
|
28
|
|
|
12
|
|
|
16
|
|
|
133.3
|
%
|
|||
Total Non-Gaming Revenue
|
26,823
|
|
|
21,940
|
|
|
4,883
|
|
|
22.3
|
%
|
|||
Net Revenue
|
120,631
|
|
|
104,806
|
|
|
15,825
|
|
|
15.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Gaming and Racing Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rhode Island
|
$
|
14,315
|
|
|
$
|
10,875
|
|
|
$
|
3,440
|
|
|
31.6
|
%
|
Delaware
|
441
|
|
|
—
|
|
|
$
|
441
|
|
|
100.0
|
%
|
||
Biloxi
|
7,122
|
|
|
6,586
|
|
|
536
|
|
|
8.1
|
%
|
|||
Other
|
1,389
|
|
|
1,445
|
|
|
(56
|
)
|
|
(3.9
|
)%
|
|||
Total Gaming and Racing Expenses
|
23,267
|
|
|
18,906
|
|
|
4,361
|
|
|
23.1
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Non-Gaming Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rhode Island
|
8,196
|
|
|
5,750
|
|
|
2,446
|
|
|
42.5
|
%
|
|||
Delaware
|
350
|
|
|
—
|
|
|
350
|
|
|
100.0
|
%
|
|||
Biloxi
|
5,273
|
|
|
4,981
|
|
|
292
|
|
|
5.9
|
%
|
|||
Other
|
2
|
|
|
1
|
|
|
1
|
|
|
100.0
|
%
|
|||
Total Non-Gaming Expenses
|
13,821
|
|
|
10,732
|
|
|
3,089
|
|
|
28.8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Advertising, general and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|||
Rhode Island
|
24,230
|
|
|
19,680
|
|
|
4,550
|
|
|
23.1
|
%
|
|||
Delaware
|
734
|
|
|
—
|
|
|
734
|
|
|
100.0
|
%
|
|||
Biloxi
|
9,600
|
|
|
9,598
|
|
|
2
|
|
|
—
|
%
|
|||
Other
|
11,903
|
|
|
9,882
|
|
|
2,021
|
|
|
20.5
|
%
|
|||
Total Advertising, general and administrative
|
46,467
|
|
|
39,160
|
|
|
7,307
|
|
|
18.7
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Margins:
|
|
|
|
|
|
|
|
|||||||
Gaming and Racing Expenses as a percentage of Gaming and Racing Revenue
|
25
|
%
|
|
23
|
%
|
|
|
|
2
|
%
|
||||
Non-Gaming Expenses as a percentage of Non-gaming Revenue
|
52
|
%
|
|
49
|
%
|
|
|
|
3
|
%
|
||||
Advertising, general and administrative as a percentage of Net Revenue
|
39
|
%
|
|
37
|
%
|
|
|
|
2
|
%
|
(In thousands)
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
24,983
|
|
|
$
|
28,815
|
|
Net cash used in investing activities
|
(17,105
|
)
|
|
(41,466
|
)
|
||
Net cash provided by (used in) financing activities
|
23,391
|
|
|
(10,038
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period:
|
Total Number of Shares Purchased
|
Average Price Paid Per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs
|
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
|
||||||
January 1, 2019 to January 31, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
February 1, 2019 to February 28, 2019
|
—
|
|
—
|
|
—
|
|
—
|
|
||
March 1, 2019 to March 31, 2019
|
16,340
|
|
$
|
25.00
|
|
—
|
|
$
|
—
|
|
Total
|
16,340
|
|
|
—
|
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR NOTES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
Exhibit No.
|
|
Description
|
|
Bylaws of Twin River (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K (File No. 333-228973) filed on March 22, 2019)
|
|
|
Incremental Amendment to Credit Agreement, dated March 26, 2019, among Twin River and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-38850) filed on March 29, 2019)
|
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101*
|
|
The following financial information from Twin River Worldwide Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL includes: formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Shareholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
TWIN RIVER WORLDWIDE HOLDINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ STEPHEN H. CAPP
|
|
|
|
Stephen H. Capp
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
1 Year Twin River Worldwide Chart |
1 Month Twin River Worldwide Chart |
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