EX-99.1 2 q12019earningsrelease.htm EXHIBIT 99.1 Exhibit


trwhblueout.jpg
TWIN RIVER WORLDWIDE HOLDINGS, INC. ANNOUNCES 2019 FIRST QUARTER RESULTS
NET REVENUE INCREASED 15.1% to $120.6 MILLION

Lincoln, Rhode Island - May 14, 2019 - Twin River Worldwide Holdings, Inc. (NYSE: TRWH) (the “Company” or “TRWH”) today reported financial results for the first quarter ended March 31, 2019.

First Quarter and Recent Highlights
Net revenue for the first quarter 2019 was $120.6 million, an increase of 15.1%, or $15.8 million, from $104.8 million in the first quarter 2018
Gross gaming revenue for the first quarter 2019 increased 13.6% to $195.0 million from $171.6 million in the first quarter 2018. See reconciliation of this and other non-GAAP financial metrics in the tables below
First quarter 2019 net income was $17.6 million, an increase of $5.0 million, or 39.3%, year-over-year
Adjusted EBITDA for the first quarter 2019 was $43.9 million compared to $43.0 million in the first quarter 2018
Completed acquisition of Dover Downs Gaming & Entertainment, Inc. (“Dover Downs”) and began trading on the New York Stock Exchange (“NYSE”)
On May 10, 2019, closed on $400 million offering of senior notes due 2027, and entered into a new bank credit facility, which includes a $300 million term loan due 2026 and a $250 million revolving credit facility due 2024, which had no outstanding borrowings at closing

“The first quarter was an exciting time in the evolution of our company. We closed on our previously announced acquisition of Dover Downs and commenced trading on the NYSE which were important milestones in our ongoing transformation,” said George Papanier, President and Chief Executive Officer. “The integration of the two companies is well underway, we continue to be excited about the prospects for our business from this transaction and we believe that the proceeds and borrowing capacity from our new financing and listing of our shares on the NYSE should aid in our efforts to continue to grow our business and look for other opportunities to create long-term shareholder value.”

Summary of First Quarter Financial Results
 
Three Months Ended March 31,
 
 
(in thousands, except percentages)
2019
 
2018
 
Change
Net revenue
$
120,631

 
$
104,806

 
15.1
%
Income from operations
$
30,307


$
24,877

 
21.8
%
Income from operations margin
25.12
%
 
23.74
%
 
 
Net income
$
17,596

 
$
12,634

 
39.3
%
Net income margin
14.59
%
 
12.05
%
 
 
Adjusted EBITDA(1)
$
43,884

 
$
42,960

 
2.2
%
Adjusted EBITDA Margin(1)
36.38
%
 
40.99
%
 
 
 (1) Refer to tables in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable measure calculated in accordance with GAAP.







2019 First Quarter Results
Net revenue for the first quarter 2019 increased 15.1% to $120.6 million from $104.8 million in the first quarter 2018. The increase in net revenue year-over-year can be attributed primarily to the opening of the Tiverton Casino Hotel (“Tiverton”) and the new hotel at Twin River Casino Hotel (“Twin River”) in September and October of 2018, respectively. Gaming revenue increased $11.3 million, or 14.2%, food & beverage revenue increased $2.0 million, or 17.6%, and hotel revenue increased $1.9 million, or 41.6%, each compared to the same period in 2018. The acquisition of Dover Downs, which closed on March 28, 2019, contributed approximately $1.5 million of net revenue to our results for the first quarter.
Income from operations in the first quarter 2019 increased $5.4 million, or 21.8%, year-over-year to $30.3 million. Income from operations for the first quarter 2019 includes the negative impact of $6.4 million of merger and going public expenses and the first quarter 2018 includes a $5.9 million disposal loss from the sale of the Newport Grand Casino (“Newport Grand”). Excluding the impact of these charges, income from operations in the first quarter 2019 increased $6.0 million, or 19.5%, to $36.7 million, compared to the first quarter 2018. Income from operations in the first quarter 2019 was positively impacted by increased revenue and a decrease in share-based compensation expense when compared to the comparable period in 2018, offset in part by increases in both advertising, general and administrative expenses (“AG&A”) and depreciation and amortization. The $7.3 million increase in AG&A is primarily attributable to the increased overhead costs of Tiverton in the current year compared to Newport Grand last year and ongoing corporate costs associated with the Company being publicly traded. Increased depreciation and amortization was driven by the opening of Tiverton and the new hotel at Twin River.
Net income for the first quarter 2019 increased $5.0 million, or 39.3%, to $17.6 million due primarily to increased income from operations noted above and a reduction in the effective tax rate partially offset by a $1.3 million increase in interest expense.
Adjusted EBITDA for the first quarter 2019 was $43.9 million, an increase of $0.9 million, or 2.2%, from $43.0 million in the first quarter 2018. This increase is driven by the increase in income from operations noted above excluding the year-over-year impact of non-cash share-based compensation expense which was lower in 2019 primarily due to the timing of performance award grants and the reduction in the number of liability classified awards compared to the prior year.
Balance Sheet and Liquidity
The Company had $103.0 million in cash and cash equivalents, excluding restricted cash, at March 31, 2019. Outstanding indebtedness, before the impact of deferred financing costs, at the end of the first quarter 2019 totaled $421.2 million, including $80.0 million outstanding under the Company’s revolving credit facility.
On May 10, 2019 the Company completed its previously announced debt financing, comprised of a $250 million revolving credit facility (the “revolver”) and a $300 million term loan with maturity dates of 2024 and 2026, respectively, as well as $400 million of senior unsecured notes due 2027. The revolver was undrawn at closing. The Company used the net proceeds from the term loan and unsecured notes to repay borrowings under its prior revolver and term loan, aggregating $421.2 million as of March 31, 2019. The balance net of costs of approximately $260 million is in addition to the Company’s cash balance at the end of the first quarter of $103 million, and will be used for general corporate purposes, which could include, in addition to funding operations, repurchases of our common stock, acquisitions and other transactions.
Reconciliation of GAAP Measures to Non-GAAP measures
To supplement the financial information presented on a generally accepted accounting principles (“GAAP”) basis, the Company has included in this earnings release non-GAAP financial measures for Adjusted EBITDA, Adjusted EBITDA margin, gross gaming revenue, and adjusted income from operations. The non-GAAP measure Adjusted EBITDA excludes depreciation, amortization, interest expense and income, net, provision for income taxes, merger and going public expenses, loss associated with Newport Grand land and building disposal, non-cash share-based compensation





expense, non-recurring litigation expenses, legal and financial expenses for strategic review, acquisition-related costs associated with announced planned acquisitions in Colorado, credit agreement amendment expenses, storm-related repairs, and non-recurring expansion and pre-opening expenses. Adjusted EBITDA margin is Adjusted EBITDA divided by net revenue. Gross gaming revenue is net gaming revenue inclusive of the States of Rhode Island and Delaware's share of net terminal income, tables games revenue and other gaming revenue. Adjusted income from operations is income from operations excluding merger and going public expenses and disposal loss from the sale of the Newport Grand.
The reconciliation of these non-GAAP financial measures to their comparable GAAP financial measures are presented in the tables appearing below. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. The Company believes that presenting non-GAAP financial measures aids in making period-to-period comparisons and is a meaningful indication of its actual operating performance. The Company’s management utilizes and plans to utilize this non-GAAP financial information to compare the Company’s operating performance to comparable periods and to internally prepared projections. The Company’s non-GAAP financial measures may not be the same as or comparable to similar non-GAAP measures presented by other companies.
First Quarter Conference Call
The Company’s first quarter 2019 earnings conference call and audio webcast will be held today, Tuesday, May 14, 2019, at 5:00 PM EDT. To access the conference call, please dial (877) 791-0146 (U.S. toll-free) and reference conference ID number 2691717. The webcast of the call will be available to the public, on a listen-only basis, via the Internet at the Investors section of the Company’s website at www.twinriverwwholdings.com. An online archive of the webcast will be available on the Company’s website for 120 days.
About Twin River Worldwide Holdings, Inc.
Twin River Worldwide Holdings, Inc., or TRWH, owns and manages four casinos, two casinos in Rhode Island, one in Mississippi, and one in Delaware, as well as a Colorado horse race track that has 13 authorized OTB licenses. Properties include Twin River Casino Hotel (Lincoln, RI), Tiverton Casino Hotel (Tiverton, RI), Hard Rock Hotel & Casino (Biloxi, MS), Dover Downs Hotel & Casino (Dover, DE) and Arapahoe Park racetrack (Aurora, CO). Its casinos range in size from 1,000 slots and 32 table games facilities to properties with over 4,100 slots, approximately 125 table games, and 48 stadium gaming positions, along with hotel and resort amenities. Its shares are traded on the New York Stock Exchange under the ticker symbol “TRWH.”
Investor Contact
Stephen H. Capp
Executive Vice President and Chief Financial Officer
401-475-8474
InvestorRelations@twinriver.com

Media Contact
Patti Doyle
401-374-2553
patti.doyle@gmail.com






Forward-Looking Statements
This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than historical facts, including future financial and operating results and the Company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions and any assumptions underlying any of the foregoing, are forward-looking statements.

Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others (1) unexpected costs, charges or expenses resulting from the acquisition of Dover Downs and proposed Colorado transactions; (2) uncertainty of the expected financial performance of the Company, including the failure to realize the anticipated benefits of its acquisitions; (3) the Company’s ability to implement its business strategy; (4) the inability to retain and hire key personnel; (5) the risk that stockholder litigation may result in significant costs of defense, indemnification and/or liability; (6) evolving legal, regulatory and tax regimes; (7) changes in general economic and/or industry specific conditions; (8) the effects of competition that exists in the gaming industry; (9) actions by third parties, including government agencies; (10) the risk that the Company will be unable to utilize the borrowings under its senior unsecured notes, new term loan facility and available capacity under its new revolving credit facility, together with cash flows from operations, to grow the Company’s business in the ways currently contemplated or at all to create long-term shareholder value or to return capital to its stockholders through dividends or repurchases of outstanding shares of the Company’s capital stock in the time frame expected or at all; and (11) other risk factors as detailed under Part I. Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the Securities and Exchange Commission on April 1, 2019. The foregoing list of important factors is not exclusive.
 
Any forward-looking statements speak only as of the date of this communication. TRWH does not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.






TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands, except share data)

 
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









TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (unaudited)
(In thousands, except per share data)
 
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








TWIN RIVER WORLDWIDE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)

 
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

 
$








TWIN RIVER WORLDWIDE HOLDINGS, INC.

Reconciliation of Net Income and Net Income Margin to
Adjusted EBITDA and Adjusted EBITDA Margin (unaudited)

 
Three Months Ended March 31,
(in thousands, except percentages)
2019
 
2018
Net revenue
$
120,631

 
$
104,806

 
 
 
 
Net income
$
17,596

 
$
12,634

Depreciation and amortization
6,769

 
5,212

Provision for income taxes
5,673

 
6,544

Interest expense, net of interest income
7,038

 
5,699

Merger and going public expenses (1)
6,440

 

Newport Grand disposal loss (2)

 
5,885

Share-based compensation
152

 
5,018

Non-recurring litigation expenses, net of insurance proceeds (3)
(557
)
 
858

Legal & financial expenses for strategic review (4)

 
550

Acquisition costs (5)
438

 

Credit Agreement amendment expenses (6)
335

 
386

Storm related repair expense, net of insurance recoveries (7)

 
140

Expansion and pre-opening expenses (8)

 
34

Adjusted EBITDA
$
43,884

 
$
42,960

 
 
 
 
Net income margin
14.59
%
 
12.05
%
Adjusted EBITDA margin
36.38
%
 
40.99
%

(1)
Merger and going public expenses primarily include legal and financial advisory costs related to the merger with Dover Downs and one-time costs of becoming a public company.
(2)
Newport Grand disposal loss represents the loss on the sale of the land and building in the first quarter of 2018.
(3)
Non-recurring litigation expense represents legal expenses incurred by TRWH in connection with certain litigation matters (net of insurance reimbursements).
(4)
Legal and financial expenses for the strategic review include expenses associated with TRWH’s review of strategic alternatives that began in April 2017.
(5)
Acquisition costs represent costs incurred during the year associated with the Company’s announced acquisition of three casinos in Black Hawk, Colorado from Affinity Gaming.
(6)
Credit Agreement amendment expenses include costs associated with amendments made to TRWH’s Credit Agreement.
(7)
Storm-related repair expenses include costs, net of insurance recoveries, associated with damage from Hurricane Nate at Hard Rock Biloxi.
(8)
Expansion and pre-opening expenses represent costs incurred for Tiverton Casino Hotel prior to its opening on September 1, 2018.







TWIN RIVER WORLDWIDE HOLDINGS, INC.

Calculation of Gross Gaming Revenue (unaudited)
 
Three Months Ended March 31,
 
 
(in thousands, except percentages)
2019
 
2018
 
Change
Net gaming revenue
$
90,868

 
$
79,582

 
14.2
%
Adjustment for State of RI’s share of net terminal income, table games revenue and other gaming revenue (1)
102,656

 
92,045

 


Adjustment for State of DE’s share of net terminal income, table games revenue and other gaming revenue at Dover Downs (1)
1,519

 

 
 
Gross gaming revenue
$
195,043

 
$
171,627

 
13.6
%
(1) Adjustment made to show gaming revenue on a gross basis consistent with gross gaming win data provided throughout the gaming industry.


Reconciliation of Operating Income to Adjusted Operating Income (unaudited)

 
Three Months Ended March 31,
(in thousands)
2019
 
2018
Income from operations
$
30,307

 
$
24,877

Merger and going public expenses
6,440

 

Newport Grand disposal loss

 
5,885

Adjusted income from operations
$
36,747

 
$
30,762