Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.21.1
Discontinued Operations
3 Months Ended
Mar. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

Note 4 – Discontinued Operations

 

Transaction

 

During the first quarter of 2021, AESE entered into the SPA to sell the equity interests of its subsidiaries that own and operate its WPT business (the “Sale Transaction”), subject to shareholder and regulatory approvals, for a total purchase price of $105 million. This base purchase price will be adjusted to reflect the amount of CSI’s cash, indebtedness and accrued and unpaid transaction expenses as of the closing of the Sale Transaction. Prior to December 31, 2020, management committed to a plan to sell the WPT business. Accordingly, the WPT business has been recast as discontinued operations, and the assets and liabilities of WPT are classified as held for sale. See Note 1 – Business Organization and Nature of Operations.

  

In reaching its decision to enter into the SPA, the Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing the WPT business in the future as compared to the opportunities available to the WPT business in the future, and the availability of strategic alternatives. After careful consideration, the Board of Directors unanimously approved the Stock Purchase Agreement and determined that the Sale Transaction is in the best interests of the Company and its stockholders, and that the Sale Transaction and the Stock Purchase Agreement reflect the highest value for the WPT business reasonably attainable for the Company’s stockholders.

 

About WPT

 

WPT is an internationally televised gaming and entertainment company with brand presence in land-based tournaments, television, online and mobile applications. WPT has been involved in the sport of poker since 2002 and created a television show based on a series of high-stakes poker tournaments. WPT has broadcasted globally in more than 150 countries and territories and its shows are sponsored by established brands in many areas, including watches, crystal, playing cards and online social poker operators. WPT also operates ClubWPT.com, a subscription-based site that offers its members inside access to the WPT content database, as well as sweepstakes-based poker product that allows members to play for real cash and prizes in 43 states and territories across the United States, Australia, Canada, France and the United Kingdom. WPT also participates in strategic brand licensing, partnership, and sponsorship opportunities.

 

Results of Discontinued Operations

 

Net income from discontinued operations details are as follows:

 

    For the Three Months Ended  
    March 31,  
    2021     2020  
             
Revenues   $ 5,334,010     $ 4,987,312  
Operating costs and expenses     4,386,493       4,715,266  
Income from operations     947,517       272,046  
Other income     689,525       2,743  
Net income from discontinued operations, before tax     1,637,042       274,789  
Income tax    
-
     
-
 
Income from discontinued operations, net of tax provision   $ 1,637,042     $ 274,789  

 

Other income for the three months ended March 31, 2021 consists primarily of income recognized upon the forgiveness of a loan received pursuant to the Paycheck Protection Program (“PPP”) under the CARES Act which was included in Loans Payable in the table below at December 31, 2020.

 

Assets and liabilities held for sale are classified as current because the Sale Transaction is expected to close during 2021. The details are as follows:

 

    March 31,     December 31,  
    2021     2020  
Assets            
Cash   $ 2,917,217     $ 3,633,292  
Accounts receivable     2,009,129       1,804,627  
Prepaid expenses and other assets     255,843       289,968  
Property and equipment, net     1,554,769       1,674,355  
Goodwill     4,083,621       4,083,621  
Intangible assets, net     11,690,264       12,305,887  
Deposits     79,500       79,500  
Deferred production costs     12,727,543       12,058,592  
Due from affiliates     11,968,377       9,433,975  
Current assets held for sale   $ 47,286,263     $ 45,363,817  
                 
Liabilities                
Accounts payable   $ 504,801     $ 211,228  
Accrued expenses and other liabilities     3,858,076       3,804,301  
Accrued interest    
-
      4,224  
Deferred revenue     2,278,172       1,970,668  
Deferred rent     2,607,416       2,493,526  
Loans payable    
-
      685,300  
Current liabilities held for sale   $ 9,248,465     $ 9,169,247