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Assets Held for Sale
3 Months Ended
Mar. 31, 2019
Discontinued Operations And Disposal Groups [Abstract]  
Assets Held for Sale

Note 5. Assets Held for Sale

On February 28, 2018, the Company entered into definitive agreements to sell substantially all of the assets and liabilities of Presque Isle Downs and Vicksburg to Churchill Downs Incorporated (“CDI”). Under the terms of the agreements, CDI agreed to purchase Presque Isle Downs for cash consideration of approximately $178.9 million and Vicksburg for cash consideration of approximately $50.6 million, in each case subject to a customary working capital adjustment. In conjunction with the classification of Vicksburg’s operations as assets held for sale at March 31, 2018 as a result of the announced sale to CDI, an impairment charge totaling $9.8 million was recorded due to the carrying value exceeding the estimated net sales proceeds.

The definitive agreements provided that the dispositions were subject to receipt of required regulatory approvals, termination of the waiting period under the Hart-Scott-Rodino Act and other customary closing conditions, including, in the case of Presque Isle Downs, the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of the Company. On May 7, 2018, the Company and CDI each received a Request for Additional Information and Documentary Materials, often referred to as a “Second Request,” from the Federal Trade Commission in connection with its review of the Vicksburg acquisition.

On July 6, 2018, in consideration of the time and expense needed to reply to the Second Request, the Company and CDI entered into a termination agreement and release pursuant to which the parties agreed to terminate the asset purchase agreement with respect to Vicksburg and to enter into an asset purchase agreement pursuant to which CDI would acquire and assume the rights and obligations to operate Nemacolin (the “Vicksburg Termination Agreement”). The Vicksburg Termination Agreement also provided that CDI would pay the Company a $5.0 million termination fee upon execution of a definitive agreement with respect to the Nemacolin transaction, which was recorded as proceeds from terminated sale on the Consolidated Statements of Income.  On August 10, 2018, the Company entered into a definitive agreement to sell substantially all of the assets and liabilities of Nemacolin to CDI.  Under the terms of the agreement, CDI agreed to purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment. As a result of the agreement to sell Nemacolin, an impairment charge of $3.8 million was recorded in the third quarter of 2018 due to the carrying value of the net property and equipment being sold exceeding the estimated net sales proceeds.

The sale of Presque Isle Downs closed on January 11, 2019 resulting in a gain on sale of $21.6 million for the three months ended March 31, 2019. The sale of Nemacolin closed on March 8, 2019 resulting in a gain on sale of $0.5 million for the three months ended March 31, 2019.

Prior to the respective closing dates, the dispositions of Nemacolin and Presque Isle Downs, both of which were reported in the East segment, met the requirements for presentation as assets held for sale under generally accepted accounting principles. Due to the termination of the Vicksburg sale, Vicksburg was no longer presented as an asset held for sale.

The assets and liabilities held for sale, accounted for at carrying value as it was lower than fair value, were as follows as of December 31, 2018 (in thousands):

 

 

 

December 31, 2018

 

 

 

Nemacolin

 

 

Presque Isle

Downs

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

 

272

 

 

$

 

2,208

 

 

$

 

2,480

 

Inventories

 

 

 

79

 

 

 

 

1,607

 

 

 

 

1,686

 

Prepaid expenses and other

 

 

 

370

 

 

 

 

773

 

 

 

 

1,143

 

Property and equipment, net

 

 

 

1,784

 

 

 

 

70,134

 

 

 

 

71,918

 

Goodwill

 

 

 

 

 

 

 

3,122

 

 

 

 

3,122

 

Other intangibles, net

 

 

 

 

 

 

 

75,422

 

 

 

 

75,422

 

Assets held for sale

 

$

 

2,505

 

 

$

 

153,266

 

 

$

 

155,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

147

 

 

$

 

683

 

 

$

 

830

 

Accrued payroll and related

 

 

 

838

 

 

 

 

596

 

 

 

 

1,434

 

Accrued property and other taxes

 

 

 

552

 

 

 

 

71

 

 

 

 

623

 

Accrued other liabilities

 

 

 

1,628

 

 

 

 

3,659

 

 

 

 

5,287

 

Other long-term liabilities

 

 

 

105

 

 

 

 

 

 

 

 

105

 

Long-term obligation

 

 

 

2,412

 

 

 

 

 

 

 

 

2,412

 

Liabilities related to assets held for sale

 

$

 

5,682

 

 

$

 

5,009

 

 

$

 

10,691

 

 

The following information presents the net operating revenues and net (loss) income of Presque Isle Downs and Nemacolin prior to the respective dispositions (in thousands):

 

 

 

Three Months ended March 31, 2019

 

 

Three Months ended March 31, 2018

 

 

 

Presque Isle Downs

 

 

Nemacolin

 

 

Presque Isle Downs

 

 

Nemacolin

 

Net operating revenues

 

$

 

3,235

 

 

$

 

4,836

 

 

$

 

33,177

 

 

$

 

8,494

 

Net (loss) income

 

 

 

(42

)

 

 

 

(754

)

 

 

 

2,135

 

 

 

 

(118

)

 

 

These amounts include historical operating results, adjusted to eliminate the internal allocation of interest expense that was not be assumed by the buyer.