UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,September 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period                 to                 

Commission File No. 001‑36629

ELDORADO RESORTS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

46‑3657681

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

100 West Liberty Street, Suite 1150, Reno, Nevada 89501

(Address and zip code of principal executive offices)

(775) 328‑0100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑TS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non‑accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares of the Registrant’s Common Stock, $0.00001 par value per share, outstanding as of May 03,November 6, 2018 was 77,241,115.77,391,244.


 

 

 

 


 

ELDORADO RESORTS, INC.

QUARTERLY REPORT FOR THE THREE AND NINE MONTHS ENDED

MARCH 31,September 30, 2018

TABLE OF CONTENTS

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

2

Item 1.

FINANCIAL STATEMENTS

 

2

 

Consolidated Balance Sheets at March 31,September 30, 2018 (unaudited) and December 31, 2017

 

2

 

Consolidated Statements of IncomeOperations for the Three Monthsand Nine months Ended March 31,September 30, 2018 and 2017 (unaudited)

 

3

 

Consolidated Statements of Comprehensive Income (Loss) for the Three Monthsand Nine months Ended March 31,September 30, 2018 and 2017 (unaudited)

 

4

 

Consolidated Statements of Cash Flows for the Three MonthsNine months Ended March 31,September 30, 2018 and 2017 (unaudited)

 

5

 

Condensed Notes to Unaudited Consolidated Financial Statements (unaudited)

 

6

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

3635

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

5256

Item 4.

CONTROLS AND PROCEDURES

 

5256

PART II. OTHER INFORMATION

 

57

Item 1.

LEGAL PROCEEDINGS

 

5457

Item 1A.

RISK FACTORS

 

5457

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

5760

Item 3.

DEFAULTS UPON SENIOR SECURITIES

 

5760

Item 4.

MINE SAFETY DISCLOSURES

 

5760

Item 5.

OTHER INFORMATION

 

5760

Item 6.

EXHIBITS

 

5861

SIGNATURES

 

5962

 


PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements.

ELDORADO RESORTS, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

183,138

 

 

$

 

134,596

 

 

$

 

164,086

 

 

$

 

134,596

 

Restricted cash

 

 

 

3,659

 

 

 

 

3,267

 

 

 

 

1,622

 

 

 

 

3,267

 

Marketable securities

 

 

 

17,236

 

 

 

 

17,631

 

 

 

 

17,057

 

 

 

 

17,631

 

Accounts receivable, net

 

 

 

33,738

 

 

 

 

45,797

 

 

 

 

42,002

 

 

 

 

45,797

 

Due from affiliates

 

 

 

62

 

 

 

 

243

 

 

 

 

187

 

 

 

 

243

 

Inventories

 

 

 

15,210

 

 

 

 

16,870

 

 

 

 

15,258

 

 

 

 

16,870

 

Prepaid income taxes

 

 

 

606

 

 

 

 

4,805

 

 

 

 

504

 

 

 

 

4,805

 

Prepaid expenses and other

 

 

 

22,626

 

 

 

 

27,823

 

 

 

 

29,578

 

 

 

 

27,823

 

Assets held for sale

 

 

 

199,034

 

 

 

 

 

 

 

 

155,914

 

 

 

 

 

Total current assets

 

 

 

475,309

 

 

 

 

251,032

 

 

 

 

426,208

 

 

 

 

251,032

 

PROPERTY AND EQUIPMENT, NET

 

 

 

1,396,286

 

 

 

 

1,502,817

 

GAMING LICENSES AND OTHER INTANGIBLES, NET

 

 

 

917,110

 

 

 

 

996,816

 

GOODWILL

 

 

 

719,255

 

 

 

 

747,106

 

NON-OPERATING REAL PROPERTY

 

 

 

14,030

 

 

 

 

18,069

 

OTHER ASSETS, NET

 

 

 

30,230

 

 

 

 

30,632

 

Escrow cash

 

 

 

604,100

 

 

 

 

 

Property and equipment, net

 

 

 

1,488,866

 

 

 

 

1,502,817

 

Gaming licenses and other intangibles, net

 

 

 

1,121,573

 

 

 

 

996,816

 

Goodwill

 

 

 

788,146

 

 

 

 

747,106

 

Non-operating real property

 

 

 

17,880

 

 

 

 

18,069

 

Other assets, net

 

 

 

30,401

 

 

 

 

30,632

 

Total assets

 

$

 

3,552,220

 

 

$

 

3,546,472

 

 

$

 

4,477,174

 

 

$

 

3,546,472

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

 

553

 

 

$

 

615

 

 

$

 

447

 

 

$

 

615

 

Accounts payable

 

 

 

28,354

 

 

 

 

34,778

 

 

 

 

33,307

 

 

 

 

34,778

 

Due to affiliates

 

 

 

10

 

 

 

 

 

 

 

 

19

 

 

 

 

 

Accrued property, gaming and other taxes

 

 

 

36,107

 

 

 

 

43,212

 

 

 

 

43,339

 

 

 

 

43,212

 

Accrued payroll and related

 

 

 

49,944

 

 

 

 

53,330

 

 

 

 

58,567

 

 

 

 

53,330

 

Accrued interest

 

 

 

33,312

 

 

 

 

25,607

 

 

 

 

37,626

 

 

 

 

25,607

 

Income taxes payable

 

 

 

6

 

 

 

 

171

 

 

 

 

268

 

 

 

 

171

 

Accrued other liabilities

 

 

 

63,606

 

 

 

 

66,037

 

 

 

 

77,495

 

 

 

 

66,038

 

Liabilities related to assets held for sale

 

 

 

5,398

 

 

 

 

 

 

 

 

10,868

 

 

 

 

 

Total current liabilities

 

 

 

217,290

 

 

 

 

223,750

 

 

 

 

261,936

 

 

 

 

223,751

 

LONG-TERM DEBT, LESS CURRENT PORTION

 

 

 

2,190,110

 

 

 

 

2,189,578

 

DEFERRED INCOME TAXES

 

 

 

167,595

 

 

 

 

162,967

 

OTHER LONG-TERM LIABILITIES

 

 

 

18,594

 

 

 

 

28,579

 

Long-term debt, less current portion

 

 

 

2,967,434

 

 

 

 

2,189,578

 

Deferred income taxes

 

 

 

194,490

 

 

 

 

162,967

 

Other long-term liabilities

 

 

 

17,163

 

 

 

 

28,579

 

Total liabilities

 

 

 

2,593,589

 

 

 

 

2,604,874

 

 

 

 

3,441,023

 

 

 

 

2,604,875

 

COMMITMENTS AND CONTINGENCIES (Note 11)

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, 100,000,000 shares authorized, 77,241,115 and 76,825,966

issued and outstanding, par value $0.00001 as of March 31, 2018 and

December 31, 2017, respectively

 

 

 

1

 

 

 

 

 

Common stock, 200,000,000 and 100,000,000 shares authorized, 77,391,244

and 76,825,966 issued and outstanding, par value $0.00001 as of September 30,

2018 and December 31, 2017, respectively

 

 

 

1

 

 

 

 

 

Paid-in capital

 

 

 

742,724

 

 

 

 

746,547

 

 

 

 

745,745

 

 

 

 

746,547

 

Retained earnings

 

 

 

215,827

 

 

 

 

194,972

 

 

 

 

290,326

 

 

 

 

194,971

 

Accumulated other comprehensive income

 

 

 

79

 

 

 

 

79

 

 

 

 

79

 

 

 

 

79

 

Total stockholders’ equity

 

 

 

958,631

 

 

 

 

941,598

 

 

 

 

1,036,151

 

 

 

 

941,597

 

Total liabilities and stockholders’ equity

 

$

 

3,552,220

 

 

$

 

3,546,472

 

 

$

 

4,477,174

 

 

$

 

3,546,472

 

The accompanying condensed notes are an integral part of these consolidated financial statements.


ELDORADO RESORTS, INC.

CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS

(dollars in thousands, except per share data)

(unaudited)

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

March 31,

 

 

September 30,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casino

 

$

 

339,458

 

 

$

 

141,554

 

 

$

 

362,877

 

 

$

 

347,537

 

 

$

 

1,046,010

 

 

$

 

764,684

 

Pari-mutuel commissions

 

 

 

4,070

 

 

 

 

636

 

 

 

 

5,292

 

 

 

 

5,111

 

 

 

 

14,407

 

 

 

 

9,859

 

Food and beverage

 

 

 

52,198

 

 

 

 

32,421

 

 

 

 

58,153

 

 

 

 

59,537

 

 

 

 

164,644

 

 

 

 

141,667

 

Hotel

 

 

 

30,741

 

 

 

 

19,305

 

 

 

 

44,780

 

 

 

 

45,962

 

 

 

 

114,447

 

 

 

 

99,545

 

Other

 

 

 

13,725

 

 

 

 

8,477

 

 

 

 

16,151

 

 

 

 

14,731

 

 

 

 

44,739

 

 

 

 

35,142

 

Net revenues

 

 

 

440,192

 

 

 

 

202,393

 

 

 

 

487,253

 

 

 

 

472,878

 

 

 

 

1,384,247

 

 

 

 

1,050,897

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casino

 

 

 

165,850

 

 

 

 

79,981

 

 

 

 

175,333

 

 

 

 

169,322

 

 

 

 

506,536

 

 

 

 

389,010

 

Pari-mutuel commissions

 

 

 

3,701

 

 

 

 

1,207

 

 

 

 

4,729

 

 

 

 

4,657

 

 

 

 

13,022

 

 

 

 

9,894

 

Food and beverage

 

 

 

44,776

 

 

 

 

26,018

 

 

 

 

45,381

 

 

 

 

51,220

 

 

 

 

134,927

 

 

 

 

120,041

 

Hotel

 

 

 

12,506

 

 

 

 

9,079

 

 

 

 

13,977

 

 

 

 

15,513

 

 

 

 

40,178

 

 

 

 

36,862

 

Other

 

 

 

7,405

 

 

 

 

6,169

 

 

 

 

9,315

 

 

 

 

9,632

 

 

 

 

25,030

 

 

 

 

22,702

 

Marketing and promotions

 

 

 

21,301

 

 

 

 

10,129

 

 

 

 

23,122

 

 

 

 

26,439

 

 

 

 

66,255

 

 

 

 

58,099

 

General and administrative

 

 

 

74,202

 

 

 

 

31,800

 

 

 

 

75,599

 

 

 

 

75,650

 

 

 

 

223,546

 

 

 

 

168,339

 

Corporate

 

 

 

11,569

 

 

 

 

6,574

 

 

 

 

9,217

 

 

 

 

7,718

 

 

 

 

33,018

 

 

 

 

21,734

 

Impairment charges

 

 

 

9,815

 

 

 

 

 

 

 

 

3,787

 

 

 

 

 

 

 

 

13,602

 

 

 

 

 

Depreciation and amortization

 

 

 

31,534

 

 

 

 

15,604

 

 

 

 

35,760

 

 

 

 

29,122

 

 

 

 

99,204

 

 

 

 

69,635

 

Total operating expenses

 

 

 

382,659

 

 

 

 

186,561

 

 

 

 

396,220

 

 

 

 

389,273

 

 

 

 

1,155,318

 

 

 

 

896,316

 

(LOSS) GAIN ON SALE OR DISPOSAL OF PROPERTY AND EQUIPMENT

 

 

 

(706

)

 

 

 

32

 

TRANSACTION EXPENSES

 

 

 

(2,548

)

 

 

 

(1,614

)

EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATES

 

 

 

(85

)

 

 

 

(222

)

OPERATING INCOME

 

 

 

54,194

 

 

 

 

14,028

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

(Loss) gain on sale or disposal of property and equipment

 

 

 

(110

)

 

 

 

4

 

 

 

 

(393

)

 

 

 

(51

)

Proceeds from terminated sale

 

 

 

5,000

 

 

 

 

 

 

 

 

5,000

 

 

 

 

 

Transaction expenses

 

 

 

(4,091

)

 

 

 

(2,094

)

 

 

 

(10,043

)

 

 

 

(89,172

)

Equity in loss of unconsolidated affiliates

 

 

 

(63

)

 

 

 

(23

)

 

 

 

(116

)

 

 

 

(305

)

Operating income

 

 

 

91,769

 

 

 

 

81,492

 

 

 

 

223,377

 

 

 

 

65,053

 

OTHER EXPENSE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

(31,251

)

 

 

 

(12,670

)

 

 

 

(34,085

)

 

 

 

(29,183

)

 

 

 

(96,579

)

 

 

 

(69,380

)

Loss on early retirement of debt, net

 

 

 

 

 

 

 

(10,030

)

 

 

 

(162

)

 

 

 

(37,347

)

Total other expense

 

 

 

(31,251

)

 

 

 

(12,670

)

 

 

 

(34,085

)

 

 

 

(39,213

)

 

 

 

(96,741

)

 

 

 

(106,727

)

NET INCOME BEFORE INCOME TAXES

 

 

 

22,943

 

 

 

 

1,358

 

PROVISION FOR INCOME TAXES

 

 

 

(2,088

)

 

 

 

(413

)

NET INCOME

 

$

 

20,855

 

 

$

 

945

 

Net Income per share of Common Stock:

 

 

 

 

 

 

 

 

 

 

Net income (loss) before income taxes

 

 

 

57,684

 

 

 

 

42,279

 

 

 

 

126,636

 

 

 

 

(41,674

)

(Provision) benefit for income taxes

 

 

 

(19,980

)

 

 

 

(12,592

)

 

 

 

(31,281

)

 

 

 

26,116

 

Net income (loss)

 

$

 

37,704

 

 

$

 

29,687

 

 

$

 

95,355

 

 

$

 

(15,558

)

Net income (loss) per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

0.27

 

 

$

 

0.02

 

 

$

 

0.49

 

 

$

 

0.39

 

 

$

 

1.23

 

 

$

 

(0.24

)

Diluted

 

$

 

0.27

 

 

$

 

0.02

 

 

$

 

0.48

 

 

$

 

0.38

 

 

$

 

1.22

 

 

$

 

(0.24

)

Weighted Average Basic Shares Outstanding

 

 

 

77,353,730

 

 

 

 

47,120,751

 

Weighted Average Diluted Shares Outstanding

 

 

 

78,080,049

 

 

 

 

48,081,281

 

Weighted average basic shares outstanding

 

 

 

77,522,664

 

 

 

 

76,902,070

 

 

 

 

77,445,611

 

 

 

 

63,821,705

 

Weighted average diluted shares outstanding

 

 

 

78,283,588

 

 

 

 

77,959,689

 

 

 

 

78,208,040

 

 

 

 

63,821,705

 

 

The accompanying condensed notes are an integral part of these consolidated financial statements.


ELDORADO RESORTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

 

2017

 

NET INCOME

 

$

 

20,855

 

 

$

 

945

 

Other Comprehensive Income, net of tax:

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

Comprehensive Income, net of tax

 

$

 

20,855

 

 

$

 

945

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income (loss)

 

$

 

37,704

 

 

$

 

29,687

 

 

$

 

95,355

 

 

$

 

(15,558

)

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss), net of tax

 

$

 

37,704

 

 

$

 

29,687

 

 

$

 

95,355

 

 

$

 

(15,558

)

 

The accompanying condensed notes are an integral part of these consolidated financial statements.


ELDORADO RESORTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

March 31,

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

20,855

 

 

$

 

945

 

Adjustments to reconcile net income to net cash provided by operating

activities:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

 

95,355

 

 

$

 

(15,558

)

Adjustments to reconcile net income (loss) to net cash provided by operating

activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

31,534

 

 

 

 

15,604

 

 

 

 

99,204

 

 

 

 

69,635

 

Amortization of deferred financing costs, discount and debt premium

 

 

 

1,446

 

 

 

 

877

 

 

 

 

3,753

 

 

 

 

5,041

 

Equity in loss of unconsolidated affiliates

 

 

 

85

 

 

 

 

222

 

Loss on early retirement of debt

 

 

 

162

 

 

 

 

37,347

 

Stock compensation expense

 

 

 

3,679

 

 

 

 

1,733

 

 

 

 

9,645

 

 

 

 

4,454

 

Loss (Gain) on sale or disposal of property and equipment

 

 

 

706

 

 

 

 

(32

)

Provision for bad debt

 

 

 

375

 

 

 

 

218

 

Impairment charges

 

 

 

9,815

 

 

 

 

 

 

 

 

13,602

 

 

 

 

 

Provision for deferred income taxes

 

 

 

1,450

 

 

 

 

369

 

Provision (benefit) for deferred income taxes

 

 

 

28,345

 

 

 

 

(25,560

)

Other

 

 

 

23

 

 

 

 

16

 

 

 

 

1,626

 

 

 

 

789

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of trading securities

 

 

 

395

 

 

 

 

 

 

 

 

573

 

 

 

 

272

 

Accounts receivable

 

 

 

9,491

 

 

 

 

5,647

 

 

 

 

(441

)

 

 

 

(6,937

)

Inventory

 

 

 

(154

)

 

 

 

(251

)

 

 

 

380

 

 

 

 

17

 

Prepaid expenses and other assets

 

 

 

1,801

 

 

 

 

(1,423

)

 

 

 

649

 

 

 

 

2,054

 

Interest payable

 

 

 

7,539

 

 

 

 

(10,006

)

 

 

 

(6,563

)

 

 

 

(1,441

)

Income taxes payable

 

 

 

4,199

 

 

 

 

67

 

 

 

 

4,398

 

 

 

 

(1,268

)

Accounts payable and accrued liabilities

 

 

 

(15,232

)

 

 

 

(8,803

)

 

 

 

12,760

 

 

 

 

2,786

 

Net cash provided by operating activities

 

 

 

78,007

 

 

 

 

5,183

 

 

 

 

263,448

 

 

 

 

71,631

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment, net

 

 

 

(21,271

)

 

 

 

(6,206

)

 

 

 

(89,082

)

 

 

 

(52,930

)

Proceeds from sale of property and equipment

 

 

 

150

 

 

 

 

32

 

 

 

 

920

 

 

 

 

 

Cash escrow related to acquisition

 

 

 

 

 

 

 

(376,750

)

Decrease in other assets, net

 

 

 

 

 

 

 

(148

)

Net cash used in business combinations

 

 

 

(306,274

)

 

 

 

(1,313,052

)

Investment in and loans to unconsolidated affiliate

 

 

 

(698

)

 

 

 

 

Net cash used in investing activities

 

 

 

(21,121

)

 

 

 

(383,072

)

 

 

 

(395,134

)

 

 

 

(1,365,982

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of 6% Senior Notes

 

 

 

 

 

 

 

375,000

 

Proceeds from issuance of Term Loan

 

 

 

 

 

 

 

1,450,000

 

Proceeds from issuance of 6% Senior Notes due 2025

 

 

 

 

 

 

 

875,000

 

Proceeds from issuance of 6% Senior Notes due 2026

 

 

 

600,000

 

 

 

 

 

Borrowings under Revolving Credit Facility

 

 

 

215,358

 

 

 

 

207,953

 

Payments under Term Loan

 

 

 

 

 

 

 

(1,063

)

 

 

 

 

 

 

 

(866,750

)

Borrowings under Prior Revolving Credit Facility

 

 

 

 

 

 

 

23,000

 

Payments under Prior Revolving Credit Facility

 

 

 

 

 

 

 

(29,000

)

Payments on capital leases

 

 

 

(148

)

 

 

 

(94

)

Payments under Revolving Credit Facility

 

 

 

(35,358

)

 

 

 

(236,953

)

Debt premium proceeds

 

 

 

 

 

 

 

27,500

 

Debt issuance costs

 

 

 

(304

)

 

 

 

(7,016

)

 

 

 

(5,401

)

 

 

 

(51,338

)

Taxes paid related to net share settlement of equity awards

 

 

 

(7,502

)

 

 

 

(179

)

 

 

 

(10,601

)

 

 

 

(10,927

)

Proceeds from exercise of stock options

 

 

 

 

 

 

 

434

 

 

 

 

154

 

 

 

 

2,900

 

Other

 

 

 

(22

)

 

 

 

 

Net cash (used in) provided by financing activities

 

 

 

(7,976

)

 

 

 

361,082

 

Payments on other long-term payables

 

 

 

(501

)

 

 

 

(370

)

Net cash provided by financing activities

 

 

 

763,651

 

 

 

 

1,397,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

 

 

48,910

 

 

 

 

(16,807

)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR

 

 

 

147,749

 

 

 

 

63,443

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

 

$

 

196,659

 

 

$

 

46,636

 

Increase in cash, cash equivalents and restricted cash

 

 

 

631,965

 

 

 

 

102,664

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

 

147,749

 

 

 

 

63,444

 

Cash, cash equivalents and restricted cash, end of period

 

$

 

779,714

 

 

$

 

166,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO

AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

183,138

 

 

$

 

44,574

 

 

$

 

164,086

 

 

$

 

134,903

 

Restricted cash

 

 

 

3,659

 

 

 

 

2,062

 

 

 

 

1,622

 

 

 

 

21,308

 

Restricted cash included in other noncurrent assets

 

 

 

9,862

 

 

 

 

 

TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

$

 

196,659

 

 

$

 

46,636

 

Restricted and escrow cash included in other noncurrent assets

 

 

 

614,006

 

 

 

 

9,897

 

Total cash, cash equivalents and restricted cash

 

$

 

779,714

 

 

$

 

166,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

 

21,814

 

 

$

 

23,546

 

 

$

 

(86,964

)

 

$

 

(67,840

)

Local income taxes paid (refunded)

 

 

 

186

 

 

 

 

(20

)

NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Income taxes refunded (paid)

 

 

 

3,953

 

 

 

 

(714

)

NON-CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net change in payables for capital expenditures

 

 

 

2,366

 

 

 

 

2,312

 

 

 

 

(5,914

)

 

 

 

2,286

 

 

The accompanying condensed notes are an integral part of these consolidated financial statements.


ELDORADO RESORTS, INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Organization and Basis of Presentation

Organization

The accompanying unaudited consolidated financial statements include the accounts of Eldorado Resorts, Inc. (“ERI” or the “Company”), a Nevada corporation formed in September 2013, and its consolidated subsidiaries. The Company acquired Mountaineer, Presque Isle Downs and Scioto Downs in September 2014 pursuant to a merger (the “MTR Merger”) with MTR Gaming Group, Inc. (“MTR Gaming”) and in November 2015 it acquired Circus Reno and the interests in the Silver Legacy that it did not own prior to such date (the “Reno Acquisition”).date.

On May 1, 2017, (the “Isle Acquisition Date”), the Company completed its acquisition of Isle of Capri Casinos, Inc. pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 19, 2016 with Isle of Capri Casinos, Inc., a Delaware corporation (“Isle” or “Isle of Capri”), Eagle I Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company, and Eagle II Acquisition Company LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (the “Isle Acquisition” or the “Isle Merger”). As a result of the Isle Merger, Isle became a wholly-owned subsidiary of ERI.

On August 7, 2018, the Company completed its previously announced acquisition of the outstanding partnership interests of Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino, an Illinois partnership (“Elgin”), the owner of Grand Victoria Casino, located in Elgin, Illinois (the “Elgin Acquisition”).

As of September 30, 2018, ERI ownsowned and operatesoperated the following properties:

Eldorado Resort Casino Reno (Eldorado Reno)A 814-room hotel, casino and entertainment facility connected via an enclosed skywalk to Silver Legacy and Circus Reno located in downtown Reno, Nevada that includes 1,1251,128 slot machines and 4636 table games;

Silver Legacy Resort Casino (Silver Legacy)A 1,711-room1,685-room themed hotel and casino connected via an enclosed skywalk to Eldorado Reno and Circus Reno that includes 1,1871,208 slot machines, 6358 table games and a 13 table poker room;

Circus Circus Reno (Circus Reno)A 1,571-room hotel-casino and entertainment complex connected via an enclosed skywalk to Eldorado Reno and Silver Legacy that includes 712706 slot machines and 24 table games;

Eldorado Resort Casino Shreveport (Eldorado Shreveport)A 403-room, all suite art deco-style hotel and tri-level riverboat dockside casino situated on the Red River in Shreveport, Louisiana that includes 1,3971,388 slot machines, 52 table games and an eight table poker room;

Mountaineer Casino, Racetrack & Resort (Mountaineer)A 357-room hotel, casino, entertainment and live thoroughbred horse racing facility located on the Ohio River at the northern tip of West Virginias northwestern panhandle that includes 1,5081,487 slot machines and 36 table games, including a 10 table poker room;

Presque Isle Downs & Casino (Presque Isle Downs)A casino and live thoroughbred horse racing facility with 1,5931,596 slot machines, 3332 table games and a seven table poker room located in Erie, Pennsylvania;

Eldorado Gaming Scioto Downs (Scioto Downs)A modern racino offering 2,2452,237 video lottery terminals (“VLTs”), harness racing and a 118-room third party hotel connected to Scioto Downs located 15 minutes from downtown Columbus, Ohio;

Isle Casino HotelBlack Hawk (“Isle Black Hawk”)A land-based casino on an approximately 10-acre site in Black Hawk, Colorado that includes 1,0261,005 slot machines, 2730 table games, a nine table poker room and a 238-room hotel;

Lady Luck CasinoBlack Hawk (“Lady Luck Black Hawk”)A land-based casino across the intersection from Isle Casino Hotel in Black Hawk Colorado, that includes 452472 slot machines, 10eleven table games five poker tables and a 164-room hotel with a parking structure connecting Isle Casino Hotel-Black Hawk and Lady Luck Casino-Black Hawk;

Isle Casino Racing Pompano Park (“Pompano”)A casino and harness racing track on an approximately 223-acre owned site in Pompano Beach, Florida that includes 1,4551,461 slot machines and a 45 table poker room. In April 2018, the Company announced the formation of a joint venture with the Cordish Companies to master plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack;


 

Isle Casino Bettendorf (“Bettendorf”)A land-based single-level casino located off Interstate 74 in Bettendorf, Iowa that includes 978974 slot machines and 20 table games with two hotel towers with 509 hotel rooms;

Isle Casino Waterloo (“Waterloo”)A single-level land-based casino in Waterloo, Iowa that includes 940936 slot machines, 25 table games, and a 194-room hotel;

Isle of Capri Casino Hotel Lake Charles (“Lake Charles”)A gaming vessel on an approximately 19 acre site in Lake Charles, Louisiana, with 1,173 slot machines, 4745 table games, including 13 poker tables, and two hotels offering 493 rooms;

Isle of Capri Casino Lula (“Lula”)Two dockside casinos in Lula, Mississippi with 875871 slot machines and 2019 table games, two on-site hotels with a total of 486 rooms and a 28-space RV Park;

Lady Luck Casino Vicksburg (“Vicksburg”)A dockside casino in Vicksburg, Mississippi that includes 616603 slot machines, nineeight table games and a hotel with a total of 89 rooms;

Isle of Capri Casino Boonville (“Boonville”)A single-level dockside casino in Boonville, Missouri that includes 893885 slot machines, 20 table games and a 140-room hotel;

Isle Casino Cape Girardeau (“Cape Girardeau”)A dockside casino and pavilion and entertainment center in Cape Girardeau, Missouri that includes 872870 slot machines and 24 table games, including four poker tables;

Lady Luck Casino Caruthersville (“Caruthersville”)—A riverboat casino located along the Mississippi River in Caruthersville, Missouri that includes 516512 slot machines and nine table games;

Isle of Capri Casino Kansas City (“Kansas City”)A dockside casino located close to downtown Kansas City, Missouri offering 966969 slot machines and 1813 table games; and

Lady Luck Casino Nemacolin (“Nemacolin”)A casino property located on the 2,000-acre Nemacolin Woodlands Resort in Western Pennsylvania that includes 600 slot machines and 2827 table games.  

Grand Victoria Casino (“Elgin”)A riverboat casino 40 miles west of downtown Chicago along the banks of the Fox River in Elgin, Illinois that includes 1,088 slot machines, 30 table games and 12 poker tables.

In addition, Scioto Downs, through its subsidiary RacelineBet, Inc., also operates Racelinebet.com, a national account wagering service that offers online and telephone wagering on horse races as a marketing affiliate of TwinSpires.com, an affiliate of Churchill Downs Incorporated.

The Company has entered into definitive agreements to sell Presque Isle Downs and Lady Luck Nemacolin.

Elgin Acquisition

The Elgin Acquisition was made pursuant to a purchase agreement dated as of April 15, 2018, by and among the Company, Elgin Holdings I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Company, Elgin Holdings II LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company, MGM Elgin Sub, Inc., a Nevada corporation, Illinois RBG, L.L.C., a Delaware limited liability company and Elgin. As a result of the Elgin Acquisition, Elgin became an indirect wholly-owned subsidiary of the Company. The Company purchased Elgin for $327.5 million and an estimated $1.4 million working capital adjustment subject to finalization within 100 days of the Elgin Acquisition date. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility.

Transaction expenses attributed to the Elgin Acquisition are reported on the accompanying statement of operations and totaled $2.1 million and $3.4 million for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, $0.2 million of accrued costs and expenses related to the Elgin Acquisition are included in accrued other liabilities on the accompanying consolidated balance sheet.

Reclassifications

Certain reclassifications of prior year presentations have been made to conform to the current period presentation.


Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation and have been included herein. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period.

The executive decision maker of our Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of our casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the Elgin Acquisition, the Company’s principal operating activities occurred in four geographic regions and reportable segments. Following the Elgin Acquisition and in anticipation of the acquisition of Tropicana (see Note 3), a fifth segment, Central, has been added. As of and for the three and nine months ended September 30, 2018, the Central segment only contains Elgin. The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate: West, Midwest, South, East, and Central (See Note 13 for a listing of properties included in each segment).                                                                                                      

The financial information included for periods prior to our acquisitionacquisitions of Isle and Elgin are those of ERI and its subsidiaries. The presentation of information herein for periods prior to our acquisitionacquisitions of Isle and Elgin and after our acquisitionacquisitions of Isle and Elgin are not fully comparable because the results of operations for Isle and Elgin are not included for periods prior to our acquisitionacquisitions of Isle.Isle and Elgin.

These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2017 and Form 8-K filed on September 5, 2018, which recast the Company’s form 10-K for the year ended December 31, 2017 for adoption of the new revenue recognition standard.

Recently Issued Accounting Pronouncements – New Developments and Adoptions of New Accounting Standards

In May 2014 (amended January 2017), the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (ASC Topic 606) which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance, including revenue recognition guidance specific to the gaming industry. The core principle of the revenue model indicates that an entity should recognize revenue to depict the transfer of promised goods or


services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

WeThe Company adopted this standard effective January 1, 2018, and elected to apply the full retrospective adoption method. The most significant impacts of the adoption are summarized below in Note 2.

In November 2016, ASU No. 2016-18 was issued related to the inclusion of restricted cash in the statement of cash flows. This new guidance requires that a statement of cash flows present the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalent. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017. The Company retrospectively adopted this guidance on December 31, 2017. Upon adoption, the Company included a reconciliation of Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total shown in the Consolidated Statements of Cash Flows. Adoptions of this guidance had no other impact on the Consolidated Financial Statements or disclosures.

Certain amounts have been retrospectively reclassified for the three and nine months ended September 30, 2017 to conform to the current period presentation and reflect the change in the Company’s Consolidated Statements of Cash Flows required with the adoption of ASU No. 2016-15.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations – Clarifying the Definition of a Business.” This amendment is intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. Amendments in this update provide a more robust framework to use in determining when a set of assets and activities is a business and to provide more consistency in applying the guidance, reduce the costs of application, and make the definition of a business more operable. The amendments are effective for interim and annual periods beginning after December 15,


2017, with early adoption allowed as follows: (1) transactions for which acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company adopted this accounting standard during the first quarter of 2018, which did not have an impact on our consolidated financial statements, and will result in future acquisitions which do not involve substantive processes being accounted for as asset acquisitions.

In February 2016, the FASB issued ASU No. 2016-02 which addresses the recognition and measurement of leases. Under the new guidance, for all leases (with the exception of short-term leases), at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Further, the new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities, which no longer provides a source for off balance sheet financing. The effective date for this update is for the annual and interim periods beginning after December 15, 2018 with early adoption permitted. Lessees and lessors must applyThis ASU requires a transition adoption election using either 1) a modified retrospective transition approach for leases existing at,with periods prior to the adoption date being recast or entered into after,2) a prospective adoption approach with a cumulative-effect adjustment recognized to the beginningopening balance of retained earnings on the earliest comparative period presented inadoption date with prior periods not recast.  The Company anticipates adopting this standard on January 1, 2019 using the consolidated financial statements.prospective adoption approach and electing the practical expedients allowed under the standard. 

Currently, we dothe Company does not have any material capital leases nor any material operating leases where we arethe Company is the lessor. Our operating leases, primarily relating to certain ground leases and slot machines or VLTs, will be recorded on the balance sheet as an ROU asset with a corresponding lease liability, which will be amortized using the effective interest rate method as payments are made. The ROU asset will be depreciated on a straight-line basis and recognized as lease expense. The qualitative and quantitative effects of adoption of ASU 2016-02 are still being analyzed, and we arethe Company is in the process of evaluating the full effect, including the total amount of both capital and operating leases, the new guidance will have on our consolidated financial statements and any new considerations with respect to any pending acquisitions.statements.

In November 2016,August 2018, the FASB issued ASU No. 2016-18 was issued related2018-13, “Disclosure Framework-Changes to the inclusion of restricted cash inDisclosure Requirements for Fair Value Measurement”. This amendment modifies the statement of cash flows. This new guidance requires that a statement of cash flows present the change during the period in the total of cash, cash equivalentsdisclosure requirements on fair value measurements and amounts generally described as restricted cash or restricted cash equivalent. This update is effective in fiscal years, includingfor annual and interim periods beginning after December 15, 2017.2019, with early adoption allowed.  The Company retrospectively adopted thisis still evaluating the qualitative and quantitative effect of the new guidance as of December 31, 2017. Upon adoption, the Company included a reconciliation of Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the total shown in the Consolidated Statements of Cash Flows. Adoptions of this guidance had no other impactwill have on the Consolidated Financial Statements or disclosures.our consolidated financial statements.

Certain amounts have been retrospectively reclassified for the three months ended March 31, 2017 to conform to the current period presentation and reflect the change in the Company’s Consolidated Statements of Cash Flows required with the adoption of ASU No. 2016-15 as of January 1, 2018 related to the classification of certain items on the statement of cash flows and ASU No 2016-18 as of December 31, 2017 related to the inclusion of restricted cash in the statement of cash flows as further described above.

In January 2017,August 2018, the FASB issued ASU No. 2017-01, “Business Combinations – Clarifying the Definition of2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Business.” This amendmentCloud Computing Arrangement That is intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. AmendmentsService Contract”.  The amendments in this update providealign the requirements for capitalizing implementation costs incurred in a more robust framework to use in determining when a set of assets and activitieshosting arrangement that is a businessservice contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license).   This generally means that an intangible asset is recognized for the software license and, to provide more consistency in applying the guidance, reduceextent that the costspayments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. This generally means that the fees associated with the hosting element (service) of application, and make the definition of a business more operable.arrangement are expensed as incurred. The amendments areamendment is effective for interimannual and annualinterim periods beginning after December 15, 2017,2019, with early adoption allowed as follows: (1) transactions for which acquisition date occurs beforeallowed.  The Company is still evaluating the issuance date or effective datequalitative and quantitative effect of the amendments, only when the transaction has not been reported in financial statements thatnew guidance will have been issued or made available for issuance and (2) transactions in which a subsidiary is deconsolidated or a group of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. We adopted this accounting standard during the first quarter of 2018, which did not have an impact on our consolidated financial statements,statements.

In August 2018, the Securities and Exchange Commission issued a final rule “Disclosure Update and Simplification”.  The final rule is intended to update existing disclosure requirements that have become redundant, duplicative, overlapping, outdate or superseded and to facilitate the disclosure of information to investors and simplify compliance without significantly altering the total mix of information provided to investors.  Included in the final rule is a requirement to present changes in stockholders equity in the Company’s 10-Q filings.  The final rule is effective for annual filings on November 5, 2018 and for interim periods beginning after the effective date, and will resultbe included in future acquisitions which do not involve substantive processes being accounted for as asset acquisitions.the Company’s 2019 first quarter filing.

Note 2. Revenue Recognition

The Company’s revenue contracts with customers consists primarily of casino wagers, pari-mutuel commissions, food and beverage transactions, hotel sales, retail and entertainment contracts.


CasinoNote 2. Revenue and Pari-mutuel CommissionsRecognition

The Company recognizes as casino revenue (transaction price) the net win from gaming activities, which is the difference between gaming wins and losses, not the total amount wagered. Progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race tracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions, and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are made. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks.

Gaming wager contracts involve two performance obligations for those customers earning points under the Company’s loyalty program and a single performance obligation for customers who don’t participate in the program. The Company applies a practical expedient by accounting for its gaming contracts on a portfolio basis as such wagers have similar characteristics and the Company reasonably expects the effects on the financial statements of applying the revenue recognition guidance to the portfolio to not differ materially from that which would result if applying the guidance to an individual wagering contract.

Loyalty Programs and Other Contract Obligations

The Company offers programs at its properties whereby our participating customers can accumulate points for wagering that can be redeemed for credits for free play on slot machines, lodging, food and beverage, merchandise and in limited situations, cash. The incentives earned by customers under these programs are based on previous revenue transactions and represent separate performance obligations. Points earned, less breakage, are recorded as a reduction of casino revenues at the retail value of such benefits owed to the customer and recognized as departmental revenue based on where such points are redeemed, upon fulfillment of the performance obligation. The loyalty program liability represents a deferral of revenue until redemption occurs, which is typically less than one year.

For purposes of allocating the transaction price in a wagering contract between the wagering performance obligation and the obligation associated with the loyalty points earned, the Company allocates an amount to the loyalty point contract liability based on the stand-alone selling price of the points earned, which is determined by the value of a point that can be redeemed for a non-gaming good or service. An amount is allocated to the gaming wager performance obligation using the residual approach as the stand-alone price for wagers is highly variable and no set established price exists for such wagers. The allocated revenue for gaming wagers is recognized when the wagers occur as all such wagers settle immediately. The loyalty point contract liability amount is deferred and recognized as revenue when the customer redeems the points for the non-gaming good or service at the time such goods or services are delivered to the customer.

The Company’s liability for its loyalty point performance obligations totaled $11.5 million and $11.8 million at March 31, 2018 and December 31, 2017, respectively. Historically, the Company’s loyalty points earned and redeemed are substantially constant over time, which results in the loyalty point performance obligation balance remaining fairly consistent across our reporting periods.

Non-gaming Revenue

Hotel, food and beverage, and other operating revenues are recognized as services are performed. The transaction price for hotel, food and beverage contracts is the net amount collected from the customer for such goods and services. Hotel, food and beverage services have been determined to be separate, stand-alone performance obligations and the transaction price for such contracts is recorded as revenue as the good or service is transferred to the customer over the customer’s stay at the hotel or when the delivery is made for the food and beverage. Advance deposits for future hotel occupancy, convention space or food and beverage services contracts are recorded as deferred income until the revenue recognition criteria has been met.

The Company also provides goods and services that may include multiple performance obligations, such as for packages, for which revenues are allocated on a pro rata basis based on each service's stand-alone selling price.

Complimentaries

The Company offers discretionary coupons and other discretionary complimentaries to customers outside of the loyalty program. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers, including


loyalty point redemptions, is recognized in revenues when the goods or services are transferred to the customer. Complimentaries provided by third parties at the discretion and under the control of the Company is recorded as an expense when incurred. The Company’s revenues included complimentaries and loyalty point redemptions of $47.2 million and $23.7 million for the three months ended March 31, 2018 and 2017, respectively.

Adoption of ASC Topic 606

The adoption of ASC Topic 606 on January 1, 2018 principally affected the presentation of promotional allowances and how the Company measured the liability associated with our customer loyalty programs. The presentation of gross revenues for complimentary goods and services provided to guests with a corresponding offsetting amount included in promotional allowances was eliminated. This adjustment in presentation of promotional allowances did not have an impact on the Company’s historically reported net operating revenues. The majority of such amounts previously included in promotional allowances now offset casino revenues based on an allocation of revenues to performance obligations using stand-alone selling price. Food, beverage, lodging and other services furnished to our guests on a complimentary basis are measured at the respective estimated standalone selling prices and included as revenues within food and beverage, lodging, and retail, entertainment and other, which generally resulted in a corresponding decrease in gaming revenues. The costs of providing such complimentary goods and services are included as expenses within food and beverage, lodging, and retail, entertainment and other.

Additionally, as a result of the adoption of the new standard, certain adjustments and other reclassifications to and between revenue categories and to and between expense categories were required; however, the amounts associated with such adjustments did not have a significant impact on the Company’s previously reported operating income or net income.  

Liabilities associated with our customer loyalty programs are no longer valued at cost; rather a deferred revenue model is used to account for the classification and timing of revenue to be recognized related to the redemption of loyalty program liabilities by our customers. Points earned under the Company’s loyalty programs are deemed to be separate performance obligations, and recorded as a reduction of casino revenues when earned at the retail value of such benefits owed to the customer and recognized as departmental revenue based on where such points are redeemed, upon fulfillment of the performance obligation.

The Company elected to adopt the full retrospective method to apply the new guidance to each prior reporting period presented as if it had been in effect since January 1, 2015, with a pre-tax cumulative effect adjustment to our retained earnings upon adoption of $4.7 million. Net of tax, the cumulative effect adjustment to our retained earnings upon adoption was $3.5 million. This was primarily related to our loyalty program point liability, which increased from an estimated incremental cost model to a deferred revenue model at retail value.

Adoption of the new standard did not have a significant impact on our previously reported net revenue, expenses, operating income, and net income. The impact of adoption of the new standard to previously reported selected financial statement information was as follows (in thousands):

 

 

Three Months Ended March 31, 2017

 

 

Three Months Ended September 30, 2017

 

 

As Reported

 

 

Adjustments

 

 

As Adjusted

 

 

As Reported

 

 

ASC 606 Adjustments

 

 

Other Reclassifications(1)

 

 

As Adjusted

 

Gross revenues

 

$

 

219,546

 

 

$

 

(17,153

)

 

$

 

202,393

 

 

$

 

483,036

 

 

$

 

(39,651

)

 

$

 

29,493

 

 

$

 

472,878

 

Promotional allowances

 

 

 

(18,621

)

 

 

 

18,621

 

 

 

 

 

 

 

 

(38,162

)

 

 

 

41,785

 

 

 

 

(3,623

)

 

 

 

 

Net revenues

 

$

 

200,925

 

 

$

 

1,468

 

 

$

 

202,393

 

 

$

 

444,874

 

 

$

 

2,134

 

 

$

 

25,870

 

 

$

 

472,878

 

Operating income (loss)

 

$

 

14,149

 

 

$

 

(121

)

 

$

 

14,028

 

Net income (loss)

 

$

 

1,021

 

 

$

 

(76

)

 

$

 

945

 

Operating income

 

$

 

78,924

 

 

$

 

182

 

 

$

 

2,386

 

 

$

 

81,492

 

Net income

 

$

 

29,554

 

 

$

 

133

 

 

$

 

 

 

$

 

29,687

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2017

 

 

As Reported

 

 

ASC 606 Adjustments

 

 

Other Reclassifications(1)

 

 

As Adjusted

 

Gross revenues

 

$

 

1,088,754

 

 

$

 

(88,225

)

 

$

 

50,368

 

 

$

 

1,050,897

 

Promotional allowances

 

 

 

(87,776

)

 

 

 

93,838

 

 

 

 

(6,062

)

 

 

 

 

Net revenues

 

$

 

1,000,978

 

 

$

 

5,613

 

 

$

 

44,306

 

 

$

 

1,050,897

 

Operating income

 

$

 

60,955

 

 

$

 

172

 

 

$

 

3,926

 

 

$

 

65,053

 

Net (loss) income

 

$

 

(15,754

)

 

$

 

196

 

 

$

 

 

 

$

 

(15,558

)

(1)

Other reclassifications are comprised of the reversal of our Lake Charles property from discontinued operations and other reclassifications to conform to current period presentations.


Additionally, adoption of the new standard resulted in a basic earnings per share adjustment from the as reported $0.38 per share to $0.39 per share for the three months ended September 30, 2017. There was no adjustment for the diluted earnings per share for the three months ended September 30, 2017. Adoption of the new standard resulted in a net loss per share adjustment from the as reported $0.25 per share to $0.24 per share for the nine months ended September 30 2018 for both basic and diluted earnings per share.

The Company’s consolidated statement of incomeoperations presents net revenue disaggregated by type or nature of the good or service (i.e., casino, pari-mutuel, food and beverage, hotel and other). A summary of net revenues disaggregated by type of revenue and reportable segment is presented below (amounts in thousands). Refer to Note 13 for a discussion of the Company’s reportable segments.

 


 

Three Months Ended March 31, 2018

 

 

Three Months Ended September 30, 2018

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Corporate

and Other

 

 

Total

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Central

 

 

Corporate

and Other

 

 

Total

 

Casino

 

$

 

49,734

 

 

$

 

88,359

 

 

$

 

97,509

 

 

$

 

103,856

 

 

$

 

 

 

$

 

339,458

 

 

$

 

60,912

 

 

$

 

86,331

 

 

$

 

84,299

 

 

$

 

109,637

 

 

$

 

21,698

 

 

$

 

 

 

$

 

362,877

 

Pari-mutuel commissions

 

 

 

 

 

 

 

 

3,409

 

 

 

 

661

 

 

 

 

 

 

 

 

4,070

 

 

 

 

 

 

 

 

 

1,854

 

 

 

 

3,438

 

 

 

 

 

 

 

 

 

 

 

 

5,292

 

Food and beverage

 

 

23,211

 

 

 

6,916

 

 

 

13,860

 

 

 

 

8,211

 

 

 

 

 

 

 

 

52,198

 

 

 

27,502

 

 

 

6,867

 

 

 

12,492

 

 

 

 

9,359

 

 

 

 

1,933

 

 

 

 

 

 

 

 

58,153

 

Hotel

 

 

19,430

 

 

 

3,637

 

 

 

5,992

 

 

 

 

1,682

 

 

 

 

 

 

 

 

30,741

 

 

 

31,583

 

 

 

4,720

 

 

 

6,169

 

 

 

 

2,308

 

 

 

 

 

 

 

 

 

 

 

 

44,780

 

Other

 

 

 

7,204

 

 

 

 

1,883

 

 

 

 

2,030

 

 

 

 

2,481

 

 

 

 

127

 

 

 

 

13,725

 

 

 

 

9,095

 

 

 

 

1,916

 

 

 

 

1,755

 

 

 

 

2,980

 

 

 

 

266

 

 

 

 

139

 

 

 

 

16,151

 

Net revenues

 

$

 

99,579

 

 

$

 

100,795

 

 

$

 

122,800

 

 

$

 

116,891

 

 

$

 

127

 

 

$

 

440,192

 

 

$

 

129,092

 

 

$

 

99,834

 

 

$

 

106,569

 

 

$

 

127,722

 

 

$

 

23,897

 

 

$

 

139

 

 

$

 

487,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2017

 

 

Three Months Ended September 30, 2017

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Corporate

and Other

 

 

Total

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Central

 

 

Corporate

and Other

 

 

Total

 

Casino

 

$

 

23,833

 

 

$

 

 

 

$

 

23,169

 

 

$

 

94,552

 

 

$

 

 

 

$

 

141,554

 

 

$

 

63,501

 

 

$

 

89,482

 

 

$

 

84,447

 

 

$

 

110,107

 

 

$

 

 

 

$

 

 

 

$

 

347,537

 

Pari-mutuel commissions

 

 

 

 

 

 

 

 

 

 

 

 

636

 

 

 

 

 

 

 

 

636

 

 

 

 

 

 

 

 

 

1,766

 

 

 

 

3,345

 

 

 

 

 

 

 

 

 

 

 

 

5,111

 

Food and beverage

 

 

19,492

 

 

 

 

 

 

5,734

 

 

 

 

7,195

 

 

 

 

 

 

 

 

32,421

 

 

 

30,099

 

 

 

7,572

 

 

 

12,669

 

 

 

 

9,197

 

 

 

 

 

 

 

 

 

 

 

 

59,537

 

Hotel

 

 

14,651

 

 

 

 

 

 

2,924

 

 

 

 

1,730

 

 

 

 

 

 

 

 

19,305

 

 

 

31,737

 

 

 

4,828

 

 

 

7,207

 

 

 

 

2,190

 

 

 

 

 

 

 

 

 

 

 

 

45,962

 

Other

 

 

 

5,512

 

 

 

 

 

 

 

 

733

 

 

 

 

2,174

 

 

 

 

58

 

 

 

 

8,477

 

 

 

 

8,987

 

 

 

 

1,769

 

 

 

 

1,845

 

 

 

 

1,957

 

 

 

 

 

 

 

 

173

 

 

 

 

14,731

 

Net revenues

 

$

 

63,488

 

 

$

 

 

 

$

 

32,560

 

 

$

 

106,287

 

 

$

 

58

 

 

$

 

202,393

 

 

$

 

134,324

 

 

$

 

103,651

 

 

$

 

107,934

 

 

$

 

126,796

 

 

$

 

 

 

$

 

173

 

 

$

 

472,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2018

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Central

 

 

Corporate

and Other

 

 

Total

 

Casino

 

$

 

168,342

 

 

$

 

262,138

 

 

$

 

270,802

 

 

$

 

323,030

 

 

$

 

21,698

 

 

$

 

 

 

$

 

1,046,010

 

Pari-mutuel commissions

 

 

 

 

 

 

 

 

7,853

 

 

 

 

6,554

 

 

 

 

 

 

 

 

 

 

 

 

14,407

 

Food and beverage

 

 

76,524

 

 

 

20,527

 

 

 

38,936

 

 

 

 

26,724

 

 

 

 

1,933

 

 

 

 

 

 

 

 

164,644

 

Hotel

 

 

77,234

 

 

 

12,775

 

 

 

18,462

 

 

 

 

5,976

 

 

 

 

 

 

 

 

 

 

 

 

114,447

 

Other

 

 

 

24,450

 

 

 

 

5,795

 

 

 

 

5,559

 

 

 

 

8,292

 

 

 

 

266

 

 

 

 

377

 

 

 

 

44,739

 

Net revenues

 

$

 

346,550

 

 

$

 

301,235

 

 

$

 

341,612

 

 

$

 

370,576

 

 

$

 

23,897

 

 

$

 

377

 

 

$

 

1,384,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2017

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Central

 

 

Corporate

and Other

 

 

Total

 

Casino

 

$

 

132,563

 

 

$

 

147,469

 

 

$

 

176,616

 

 

$

 

308,036

 

 

$

 

 

 

$

 

 

 

$

 

764,684

 

Pari-mutuel commissions

 

 

 

 

 

 

 

 

3,271

 

 

 

 

6,588

 

 

 

 

 

 

 

 

 

 

 

 

9,859

 

Food and beverage

 

 

74,593

 

 

 

12,607

 

 

 

29,231

 

 

 

 

25,236

 

 

 

 

 

 

 

 

 

 

 

 

141,667

 

Hotel

 

 

69,596

 

 

 

8,282

 

 

 

15,706

 

 

 

 

5,961

 

 

 

 

 

 

 

 

 

 

 

 

99,545

 

Other

 

 

 

20,812

 

 

 

 

2,934

 

 

 

 

4,130

 

 

 

 

6,900

 

 

 

 

 

 

 

 

366

 

 

 

 

35,142

 

Net revenues

 

$

 

297,564

 

 

$

 

171,292

 

 

$

 

228,954

 

 

$

 

352,721

 

 

$

 

 

 

$

 

366

 

 

$

 

1,050,897

 

 


Note 3. Isle Acquisition and FinalAcquisitions, Preliminary Purchase Price Accounting and Proforma Information

FinalPreliminary Purchase Price Accounting – Isle of CapriElgin

On May 1, 2017,August 7, 2018, the Company completed its acquisition of Isle. Asone hundred percent of March 31, 2018, the Company finalized its purchase price accounting related to the Isle Acquisition. partnership interests in Elgin. The total purchase consideration for the Elgin Acquisition was $328.9 million. The estimated purchase consideration in the Isle Acquisitionacquisition was determined with reference to theits acquisition date fair value on the date of the Merger Agreement as follows:

Purchase consideration calculation (dollars in thousands, except shares and stock price)

 

Shares

 

 

Per share

 

 

 

 

Cash paid for outstanding Isle common stock (1)

 

 

 

 

 

 

 

 

 

 

 

$

 

552,050

 

Shares of ERI common stock issued for Isle common stock (2)

 

 

 

28,468,182

 

 

$

 

19.12

 

 

 

 

544,312

 

Cash paid by ERI to retire Isle's long-term debt (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

828,000

 

Shares of ERI common stock for Isle equity awards (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

10,383

 

Purchase consideration

 

 

 

 

 

 

 

 

 

 

 

$

 

1,934,745

 

(1)

The cash component of the consideration represents 58% of the aggregate consideration paid in the Isle Acquisition. The Merger Agreement provided that Isle stockholders could elect to exchange each share of Isle common stock for either $23.00 in cash or 1.638 shares of ERI common stock, subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% ERI common stock. See discussion of Stock Consideration component in note (2) below.

(2)

The Stock Consideration component of the consideration represents 42% of the aggregate consideration paid in the Isle Acquisition. The Merger Agreement provided that 58% of the aggregate consideration would be paid by ERI in cash, as described in note (1) above. The remaining 42% of the aggregate consideration was paid in shares of ERI common stock. The total Stock Consideration and per share consideration above were based on the ERI stock price on April 28, 2017 (the last business day prior to Isle Acquisition Date) which was $19.12 per share.

(3)

In addition to the cash paid to retire the principal amounts outstanding of Isle’s long-term debt, ERI paid $26.6 million in premiums and interest.

(4)

This amount represents consideration paid for the replacement of Isle’s outstanding equity awards. As discussed in Note 1, Isle’s outstanding equity awards were replaced by ERI equity awards with similar terms. A portion of the fair value of ERI awards issued represents consideration transferred, while a portion represents compensation expense based on the vesting terms of the equity awards.


The following table summarizes the final purchase accounting of the purchase consideration to the identifiable assets acquired and liabilities assumed in the Isle Acquisition as of the Isle Acquisition Date, with the excess recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The following table summarizes our final purchase price accounting of the acquired assets and liabilities as of March 31, 2018 (dollars in thousands):value.

 

Current and other assets, netPurchase consideration calculation (dollars in thousands)

Cash consideration paid

 

$

 

135,925327,500

Working capital and other adjustments

1,386

Purchase consideration

$

328,886

The working capital adjustment is subject to finalization within 100 days of the Elgin Acquisition date pursuant to the terms of the purchase agreement; however, no material adjustments are anticipated.

The fair values are based on management’s analysis including preliminary work performed by third party valuation specialists, which are subject to finalization and review.  The purchase price accounting for Elgin is preliminary and is subject to change. The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Elgin, with the excess recorded as goodwill as of September 30, 2018 (dollars in thousands):

Cash and cash equivalents

$

22,612

Other current assets

2,237

 

Property and equipment

 

 

 

908,81660,812

 

Goodwill

 

 

 

709,08760,086

 

Intangible assets (i)

 

 

 

517,470205,296

 

Other noncurrent assets

 

 

 

15,082915

 

Total assets

 

 

 

2,286,380351,958

 

Current liabilities

 

 

 

(144,30621,322

)

Deferred income taxes (ii)

(189,952

)

Other noncurrentNoncurrent liabilities

 

 

 

(17,3771,750

)

Total liabilities

 

 

 

(351,63523,072

)

Net assets acquired

 

$

 

1,934,745328,886

 

 

(i)

Intangible assets consist of gaming licenses,license valued at $163.9 million, trade names valued at $12.6 million and player relationships.relationships valued at $28.8 million.

(ii)

Deferred tax liabilities were derived based on fair value adjustments for property and equipment and identified intangibles.

During the three months ended March 31, 2018, the Company finalized its valuation procedures and adjusted the Isle of Capri preliminary purchase price accounting, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2017, to their updated values. Except for other long-term liabilities related to Bettendorf and Nemacolin (see Note 8) and a corresponding goodwill adjustment totaling $6.1 million (net of tax), the finalization of our purchase price accounting resulted in minimal changes and refinements by management as of, and for the three months ended March 31, 2018.

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the IsleElgin Acquisition make use of Level 1 and Level 3 inputs including quoted prices in active markets and discounted cash flows using current interest rates and are provisional pending development of a final valuation.flows.

Trade receivables and payables, inventory and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the IsleElgin Acquisition Date, based on management’s judgment and estimates.date.

The fair value of land was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. With respect to personal property components of the assets, personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset.

The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. In the instance where the business enterprise value developed via the income approach was exceeded by the initial fair values of the underlying assets, an adjustment to reflect economic obsolescence was made to the tangible assets on a pro rata basis to reflect the contributory value of each individual asset to the enterprise as a whole.


The fair value of the gaming licenseslicense was determined using the multi period excess earnings or replacement cost methodology based on the respective states’ legislation.method. The excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the business to the gaming license intangible assets less charges for the use of other identifiable assets of IsleElgin including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming licenses arelicense is the primary asset of Isle and the licenses are linked to each respective facility. Under the respective state’s gaming legislation, the property specific licenses can only be acquired if a theoretical


buyer were to acquire each existing facility.Elgin. The existing licenses could not be acquired and used for a different facility. The properties’property’s estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The replacement cost methodology is a cost approach methodology based on replacement or reproduction costrenewal of the gaming license as an indicator of fair value. The acquired Isle properties currently have licenses in Pennsylvania, Iowa, Missouri, Mississippi, Florida and Colorado. The renewal of each state’s gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, ERI’s historical experience has not indicated, nor does ERI expect, any limitations regarding its ability to continue to renew eachthe license. No other competitive, contractual, or economic factor limits the useful lives of these assets.this asset. Accordingly, ERI has concluded that the useful liveslife of these licenses arethis license is indefinite.

Trademarks arePlayer relationships were valued using the reliefcost approach and the incremental cash flow method under the income approach. The incremental cash flow method is used to estimate the fair value of an intangible asset based on a residual cash flow notion. This method measures the benefits (e.g., cash flows) derived from royalty method, which presumes that without ownership of such trademarks, ERI would havean acquired intangible asset as if it were in place, as compared to make a stream of payments to a brandthe acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or franchise owner in return for the right to use their name. By virtue of this asset, ERI avoids any such payments and record the related intangible value of ERI’s ownershipnet cash flows of the brand name. two models is ascribable to the intangible asset.

The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense.

Trade names weretrade name was valued using the relief‑from‑royalty method. The loyalty program was valued using a comparative business valuation method. Management has assigned the trade namesname an indefinite useful life in accordance with its review of applicable guidance of ASC Topic No. 350, “Intangibles-Goodwill and Other” (“ASC 350”). The standard required ERI to consider,after considering, among other things, the expected use of the asset, the expected useful life of other related asset or asset group, any legal, regulatory, or contractual provisions that may limit the useful life, ERI’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, ERI determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets.

Isle Operating ResultsGoodwill is the result of expected synergies from combining operations of the acquired and Transaction Expensesacquirer. The goodwill acquired is fully amortizable for tax purposes.

For the three months ended March 31,period from the Elgin acquisition date through September 30, 2018, IsleElgin generated revenuenet revenues of $231.9$23.9 million and net income of $30.4$2.2 million.

Acquisition of Tropicana

On April 15, 2018 the Company announced that it entered into a definitive agreement to acquire Tropicana Entertainment Inc. (“Tropicana”) in a cash transaction valued at $1.85 billion. At the closing of the transaction on October 1, 2018, a subsidiary of the Company merged into Tropicana and Tropicana became a wholly owned subsidiary of the Company. Immediately prior to the merger, Tropicana sold Tropicana Aruba Resort and Casino and Gaming and Leisure Properties (“GLPI”) acquired substantially all of Tropicana’s real estate, other than the real estate underlying MontBleu Casino Resort & Spa and Lumière Place Casino and Hotel (“Lumière Place”), for approximately $964 million and the Company acquired the real estate underlying Lumière Place for $246 million. The Company also entered into a 15-year master lease with GLPI pursuant to which the Company will lease the Tropicana real estate acquired by GLPI. The Company funded the purchase of the real estate underlying Lumière Place with the proceeds of a $246 million loan from GLPI and funded the $640 million of consideration payable by the Company and the repayment of amounts outstanding under the Tropicana credit facility with cash on hand at the Company and Tropicana, borrowings under the Company’s revolving credit facility and proceeds from the Company’s offering of $600 million of 6% senior notes due 2026. In addition, the Company’s borrowing capacity on its revolving credit facility increased from $300 million to $500 million effective October 1, 2018 and the maturity of the revolving credit facility was extended to October 1, 2023.

Transaction expenses attributedrelated to the IsleTropicana Acquisition are reported on the accompanying statements of income related to legal, accounting, financial advisory services, severance, stock awards and other costs and totaled $1.0 million and $1.6 million for the three and nine months ended March 31,September 30, 2018 totaled $2.0 million and 2017,$5.5 million, respectively. As of September 30, 2018, $1.2 million of accrued costs and expenses related to the Tropicana Acquisition are included in accrued other liabilities.


Master Lease

Following the acquisition of the real estate portfolio by GLPI, the Company entered into a triple net master lease for the Tropicana properties acquired by GLPI with an initial term of 15 years, with renewals of up to 20 years at the Company’s option (“Master Lease”). Under the Master Lease, the Company is required to pay the following, among other things: lease payments to the underlying ground lessor for properties that are subject to ground leases, facility maintenance costs, all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties). The initial annual rent under the terms of the lease is expected to be approximately $87.6 million. The Company does not have the ability to terminate the obligations under the Master Lease prior to its expiration without GLPI’s consent.

Lumière Loan

In connection with the purchase of the real estate related to Lumière Place, GLPI,  Tropicana St. Louis RE LLC, a wholly-owned subsidiary of the Company (“Tropicana St. Louis RE”), and the Company entered into a loan agreement, dated as of October 1, 2018 (the “Lumière Loan”), relating to a loan of $246 million by GLPI to Tropicana St. Louis RE to fund the entire purchase price of the real estate underlying Lumière Place and a guaranty by the Company of the amounts owed by Tropicana St. Louis RE. The Lumière Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until October 1, 2020, and matures on October 1, 2020. The Lumière Loan is secured by a first priority mortgage on the Lumière Real Property until October 1, 2019. In connection with the issuance of the Lumière Loan, the Company agreed to use its commercially reasonable efforts to transfer one or more of the Grand Victoria Casino, Isle Casino Bettendorf, Isle Casino Hotel Waterloo, Isle of Capri Lula, Lady Luck Casino Vicksburg and Mountaineer Casino, Racetrack and Resort or such other property or properties mutually acceptable to Tropicana St. Louis RE and GLPI, provided that the aggregate value of such property, individually or collectively, is at least $246 million (the “Replacement Property”), to GLPI with a simultaneous leaseback to the Company of such Replacement Property.  In connection with such Replacement Property sale, (i) the Company and GLPI will enter into an amendment to the Master Lease to revise the economic terms to include the Replacement Property, (ii) GLPI, or one of its affiliates, will assume the Lumière Loan and Tropicana St. Louis RE’s obligations under the Lumière Loan in consideration of the acquisition of the Replacement Property and the obligations of Tropicana St. Louis RE and the Company under the Lumière Loan will be deemed to have been satisfied, (iii) the Lumière Real Property will be released from the lien placed on it in connection with the Lumière Loan (if such lien has not yet been released in accordance with the terms of the Lumière Loan) and (iv) in the event the value of the Replacement Property is greater than the outstanding obligations of Tropicana St. Louis RE under the Lumière Loan, GLPI will pay Tropicana St. Louis RE the difference between the value of the Replacement Property and the amount of outstanding obligations under the Lumière Loan. If such Replacement Property transaction is not consummated prior to the maturity date of the Lumière Loan, other than as a result of certain failures to perform by GLPI, then the amounts outstanding will be paid in full and the rent under the Master Lease will automatically increase, subject to certain escalations.

Due to the closing of the transaction in October, preliminary purchase accounting has not been reflected herein.

Unaudited Pro Forma Information

Isle

The following unaudited pro forma information presents the results of operations of the Company for the threenine months ended March 31,September 30, 2017, as if the Isle Acquisition had occurred on January 1, 20172016 (in thousands).

 

 

 

ThreeNine Months Ended

 

 

 

March 31,September 30, 2017

 

Net operating revenues

 

$

 

448,469

1,379,466

 

Net lossincome

 

 

 

(30,303

)84,134

 

These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2016, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Isle prior to the Isle Acquisition with adjustments directly attributable to the Isle Acquisition.


Elgin

The following unaudited pro forma information presents the results of operations of the Company for the nine months ended September 30, 2018 and 2017, as if the Elgin Acquisition had occurred on January 1, 2017 (in thousands).

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2018

 

 

September 30, 2017

 

Net operating revenues

 

$

 

1,481,188

 

 

$

 

1,177,247

 

Net income (loss)

 

 

 

108,461

 

 

 

 

(7,095

)

 

These pro forma results do not necessarily represent the results of operations that would have been achieved if the acquisition had taken place on January 1, 2017, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and IsleElgin prior to the IsleElgin Acquisition with adjustments directly attributable to the IsleElgin Acquisition.

Note 4. 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 willagreed 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 (the “Dispositions”). Additionally,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 relateddue to Vicksburg during the three months ended March 31, 2018 (see Note 6).carrying value exceeding the estimated net sales proceeds.

The Dispositions aredefinitive agreements provided that the dispositions were subject to receipt of required regulatory approvals, termination of the waiting period under the Hart-Scott-Rodino Act (the “HSR 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 (“FTC”) in connection with the FTC’sits review of the Vicksburg acquisition. The Second Request was issued under

On July 6, 2018, in consideration of the HSR Act. Issuance oftime and expense needed to reply to the Second Request, extends the waiting period under the HSR Act until 30 days after the Company and CDI have substantially complied with the Second Request, unless the waiting period is extended voluntarily byentered into a termination agreement and release pursuant to which the parties or terminated earlier byagreed to terminate the FTC.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.  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 continueagreed to cooperate fully withpurchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

As a result of the FTC in its review. The Dispositionsagreement to sell Nemacolin, an impairment charge of $3.8 million for the three and nine months ended September 30, 2018 was recorded due to the carrying of the net property and equipment being sold exceeding the estimated net sales proceeds.

Both transactions are expected to close in the third or fourth quarter of 2018 or first quarter of 2019, subject to satisfaction of closing conditions, (including terminationincluding receipt of the waiting period under the HSR ActPennsylvania regulatory approvals.

The dispositions of Nemacolin and in the case of Presque Isle Downs, both of which are reported in the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of the Company.

The DispositionsEast segment, met the requirements for presentation as assets held for sale under generally accepted accounting principles as of March 31,September 30, 2018. Due to the termination of the Vicksburg sale, Vicksburg is no longer presented as an asset held for sale as of September 30, 2018.


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

 

 

March 31, 2018

 

 

September 30, 2018

 

 

Vicksburg

 

 

Presque Isle

Downs

 

 

Total

 

 

Nemacolin

 

 

Presque Isle

Downs

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

$

 

110

 

 

$

 

2,083

 

 

$

 

2,193

 

 

$

 

269

 

 

$

 

3,261

 

 

$

 

3,530

 

Inventories

 

 

283

 

 

 

1,530

 

 

 

1,813

 

 

 

75

 

 

 

1,534

 

 

 

1,609

 

Prepaid expenses and other

 

 

232

 

 

 

1,072

 

 

 

1,304

 

 

 

420

 

 

 

834

 

 

 

1,254

 

Property and equipment, net

 

 

35,615

 

 

 

68,039

 

 

 

103,654

 

 

 

1,195

 

 

 

69,782

 

 

 

70,977

 

Goodwill

 

 

8,806

 

 

 

3,122

 

 

 

11,928

 

 

 

 

 

 

3,122

 

 

 

3,122

 

Other intangibles, net

 

 

 

2,720

 

 

 

 

75,422

 

 

 

 

78,142

 

 

 

 

 

 

 

 

75,422

 

 

 

 

75,422

 

Assets held for sale

 

$

 

47,766

 

 

$

 

151,268

 

 

$

 

199,034

 

 

$

 

1,959

 

 

$

 

153,955

 

 

$

 

155,914

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

181

 

 

$

 

688

 

 

$

 

869

 

 

$

 

219

 

 

$

 

1,295

 

 

$

 

1,514

 

Accrued payroll and related

 

 

183

 

 

 

537

 

 

 

720

 

 

 

715

 

 

 

691

 

 

 

1,406

 

Accrued property and other taxes

 

 

 

 

 

61

 

 

 

61

 

 

 

325

 

 

 

77

 

 

 

402

 

Accrued other liabilities

 

 

 

367

 

 

 

 

3,381

 

 

 

 

3,748

 

 

 

1,076

 

 

 

3,934

 

 

 

5,010

 

Other long term liabilities

 

 

120

 

 

 

 

 

 

120

 

Long term obligation

 

 

 

2,416

 

 

 

 

 

 

 

 

2,416

 

Liabilities related to assets held for sale

 

$

 

731

 

 

$

 

4,667

 

 

$

 

5,398

 

 

$

 

4,871

 

 

$

 

5,997

 

 

$

 

10,868

 

 

The following information presents the net operating revenues and net income (loss) (in thousands):

 

 

Three Months ended September 30, 2018

 

 

Nine Months ended September 30, 2018

 

 

 

Presque Isle Downs

 

 

Nemacolin

 

 

Presque Isle Downs

 

 

Nemacolin

 

Net operating revenues

 

$

 

37,685

 

 

$

 

8,866

 

 

$

 

107,738

 

 

$

 

25,799

 

Net income (loss)

 

 

 

5,713

 

 

 

 

(2,745

)

 

 

 

11,909

 

 

 

 

(3,213

)

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

Note 5. Stock-Based Compensation

Common Stock and Stock‑Based Awards

The Company has authorized common stock of 100,000,000200,000,000 shares, par value $0.00001 per share. In FebruaryJune 2018 the BoardCompany amended its certificate of Directors approved and adopted an amendment (the “Common Stock Amendment”)incorporation to the Company’s Restated Certificate of Incorporation, subject to approval by the Company’s stockholders that would increase the total number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.

On November 8, 2018, the Company issued a press release announcing that its Board of Directors has authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time,  repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. is required to repurchase under the Share Repurchase Program. 

Total stock-based compensation expense in the accompanying consolidated statements of incomeoperations totaled $3.7$2.5 million and $1.7$1.4 million during the three months ended March 31,September 30, 2018 and 2017, respectively, and $9.6 million and $4.5 million during the nine months ended September 30, 2018 and 2017, respectively.

The Board of Directors (“BOD”) adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (“2015 Plan”) on January 23, 2015 and our shareholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. The Plan permits the granting of stock options, including incentive stock options (“ERI Stock Options”), stock appreciation rights, restricted stock or restricted stock units (“RSUs”), performance awards, and other stock-based awards and dividend equivalents. ERI Stock Options primarily vest ratably over three years and RSUs granted to employees and executive officers primarily vest and become non-forfeitable upon the third anniversary of the date of grant. The stock ownership guidelines require our non-employee directors to hold shares of our common stock with a minimum value equal to five times the director’s annual cash base retainer fee. Prior to achievement of the minimum stock ownership guideline, RSU grants will vest immediately; however, settlement will be mandatorily deferred until termination of Board service. After minimum stock ownership is achieved, unless the director voluntarily elects to defer settlement of the RSUs, the RSUs will vest and be


settled immediately at the time of grant. The performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Payout ranges are from 0% up to 200% of the award target.

Pursuant to the Merger Agreement, the outstanding equity awards of Isle were converted into comparable equity awards of ERI stock as follows:

Isle stock options. Each option or other right to acquire Isle common stock (each an “Isle Stock Option”) that was outstanding immediately prior to the Isle Acquisition Date (whether vested or unvested), as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement), (ii) ceased to represent an option or right to acquire shares of Isle common stock, and (iii) was converted into an option or right to purchase that number of shares ERI common stock equal to the number of shares of Isle common stock subject to the Isle Stock Option multiplied by the Stock Consideration at an exercise price equal to the exercise price of the Isle Stock Option divided by the Stock Consideration, subject to the same restrictions and other terms as are set forth in the Isle equity incentive plan, the award agreement pursuant to which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement).

Isle restricted stock awards. Each share of Isle common stock subject to vesting, repurchase or lapse restrictions (each an “Isle Restricted Share”) that was outstanding under any Isle equity plan or otherwise immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement) and was exchanged for shares of ERI common stock (in an amount equal to the Stock Consideration, with aggregated fractional shares rounded to the nearest whole share) and remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement).

Isle performance stock units. Each performance stock unit (each, an “Isle PSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement), (ii) was converted into a number of performance stock units in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share) at the target level of performance, and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement).


Isle restricted stock units. Each restricted stock unit, deferred stock unit or phantom unit in respect of a share of Isle common stock granted under the applicable Isle stock plan or otherwise, including any such units held in participant accounts under any employee benefit or compensation plan or arrangement of Isle, other than an Isle PSU (each an “Isle RSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan), (ii) was converted into a number of restricted stock units, deferred stock units or phantom units, as applicable, in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share), and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan).

On January 27, 2017, the Company granted 298,761 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers and key employees, and 46,282 RSUs (time-based awards) to non-employee members of the BOD under the 2015 Plan. The performance awards granted in 2017 are subject to a two-year performance period (2017 and 2018), with a one‑year additional vesting requirement, resulting in a total vesting period of three years from the grant date. Performance achievement over the two-year performance period is measured by averaging the level of achievement attained during each of 2017 and 2018. PSUs are earned as follows: 50% of the target number of PSUs will be earned at threshold performance, 100% of the target number of PSUs will be earned at target performance, and up to 200% of the target number of PSUs will be earned at maximum performance. No award is earned if performance falls below the threshold level. Following the end of the two-year performance period, the vesting of earned PSUs are subject to an additional one-year service condition. The January 27, 2017, RSUs had a fair value of $15.50 per unit which was the NASDAQ closing price on that date. An additional 246,755 RSUs were also granted to key employees during the year ended December 31, 2017.

On January 26, 2018, the Company granted 242,939 RSUs (time-based awards and performance awards with a two-year performance period) to executive officers, key employees, and 32,284 RSUs (time-based awards) to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $33.05 per unit which was the NASDAQ closing price on that date. An additional 7,415 RSUs were granted at 116% of target following the finalization of actual results of the first year of the two-year 2017 performance period.

A summary of the RSU and RSA activity for the threenine months ended March 31,September 30, 2018 is presented in the following table:

 

 

 

 

Equity

Awards

 

 

 

Weighted-

Average Grant

Date

Fair Value

 

 

 

Weighted-

Average

Remaining

Contractual

Life

 

 

 

Aggregate Fair

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in years)

 

 

 

(in millions)

 

Unvested outstanding as of December 31, 2017

 

 

 

1,579,499

 

 

$

 

12.25

 

 

 

 

0.92

 

 

$

 

19.35

 

Granted (1)

 

 

 

282,638

 

 

 

 

32.59

 

 

 

 

 

 

 

 

 

 

 

Vested (2)

 

 

 

(665,704

)

 

 

 

5.91

 

 

 

 

 

 

 

 

 

 

 

Unvested outstanding as of March 31, 2018

 

 

 

1,196,433

 

 

$

 

20.59

 

 

 

 

1.58

 

 

$

 

24.63

 

 

 

 

Restricted Stock Units

 

 

 

Restricted Stock Awards

 

 

 

 

Units

 

 

 

Weighted-

Average Grant

Date

Fair Value

 

 

 

Units

 

 

 

Weighted-

Average Grant

Date

Fair Value

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

(in millions)

 

Unvested outstanding as of December 31, 2017

 

 

 

1,579,499

 

 

$

 

12.25

 

 

 

 

10,809

 

 

$

 

19.13

 

Granted

 

 

 

317,904

 

 

 

 

32.97

 

 

 

 

 

 

 

 

 

Vested

 

 

 

(783,672

)

 

 

 

8.05

 

 

 

 

(10,809

)

 

 

 

19.13

 

Canceled

 

 

 

(9,885

)

 

 

 

19.13

 

 

 

 

 

 

 

 

 

Unvested outstanding as of September 30, 2018

 

 

 

1,103,846

 

 

$

 

21.14

 

 

 

 

 

 

$

 

 


(1)

Includes 78,674 of performance awards at 100% of target, 196,549 time-based awards at 100% of target and 7,415 of the first year of the two-year 2017 performance awards at 116% of target.

(2)

Represents 357,565 performance awards and 255,511 time-based awards granted in January 2015 which vested in January 2018, 9,786 Isle RSUs, 10,558 time-based awards granted to a key employee in May 2017 and 32,284 awards granted to non-employee board members in January 2018 which vested immediately.

A summary of the ERI Stock Option activity for the threenine months ended March 31,September 30, 2018 is presented in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

 

 

 

 

 

 

 

 

Range of

 

 

Exercise

 

 

Remaining

 

 

Aggregate

 

 

 

Options

 

 

Exercise Prices

 

 

Price

 

 

Contractual Life

 

 

Intrinsic Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in years)

 

 

(in millions)

 

Outstanding and Exercisable as of

   December 31, 2017

 

 

271,852

 

 

$

3.94

 

 

$

15.60

 

 

$

 

9.63

 

 

 

 

5.22

 

 

$

 

6.4

 

Exchanged

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding and Exercisable as of

   March 31, 2018

 

 

271,852

 

 

$

3.94

 

 

$

15.60

 

 

$

 

9.63

 

 

 

 

4.97

 

 

$

 

6.2

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Exercise

 

 

 

Options

 

 

Price

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2017

 

 

271,852

 

 

$

 

9.63

 

Expired

 

 

(15,776

)

 

 

 

10.89

 

Exercised

 

 

(120,120

)

 

 

 

9.09

 

Outstanding as of September 30, 2018

 

 

135,956

 

 

$

 

9.96

 

 

A summaryAs of the ERI Restricted Stock Awards activity for the three months ended March 31,September 30, 2018, is presented in the following table:

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant Date

 

 

 

Restricted Stock

 

 

Fair Value

 

 

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2017

 

 

10,809

 

 

$

19.13

 

Vested

 

 

(2,403

)

 

 

19.13

 

Outstanding as of March 31, 2018

 

 

8,406

 

 

$

19.13

 

There119,505 options were no options exercised or expired during the three months ended March 31, 2018.exercisable.

The Company’s unrecognized compensation cost for unvested restricted stock awards was $18,000 as of March 31, 2018.


Note 6. Other and Intangible Assets, net

Other and intangible assets, net, include the following amounts (in thousands):

 

 

March 31,

 

 

December 31,

 

 

 

 

 

2018

 

 

2017

 

 

 

Useful Life

 

September 30,

 

 

December 31,

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

 

Useful Life

Goodwill

 

$

 

719,255

 

 

$

 

747,106

 

 

 

Indefinite

 

$

 

788,146

 

 

$

 

747,106

 

 

 

Indefinite

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming licenses

 

$

 

801,774

 

 

$

 

877,174

 

 

 

Indefinite

 

$

 

965,706

 

 

$

 

877,174

 

 

 

Indefinite

Trade names

 

 

 

105,550

 

 

 

 

108,250

 

 

 

Indefinite

 

 

120,829

 

 

 

 

108,250

 

 

 

Indefinite

Trade names

 

 

 

5,100

 

 

 

 

6,700

 

 

 

1 - 3.5 years

 

 

5,100

 

 

 

 

6,700

 

 

 

1 - 3.5 years

Loyalty programs

 

 

 

20,193

 

 

 

 

21,820

 

 

 

1 - 3 years

 

 

 

49,005

 

 

 

 

21,820

 

 

 

1 - 4 years

Subtotal

 

 

 

932,617

 

 

 

 

1,013,944

 

 

 

 

 

 

 

1,140,640

 

 

 

 

1,013,944

 

 

 

 

Accumulated amortization trade names

 

 

 

(5,100

)

 

 

 

(6,290

)

 

 

 

 

 

(5,100

)

 

 

 

(6,290

)

 

 

 

Accumulated amortization loyalty programs

 

 

 

(10,407

)

 

 

 

(10,838

)

 

 

 

 

 

 

(13,967

)

 

 

 

(10,838

)

 

 

 

Total gaming licenses and other intangible assets

 

$

 

917,110

 

 

$

 

996,816

 

 

 

 

 

$

 

1,121,573

 

 

$

 

996,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating real property

 

$

 

14,030

 

 

$

 

18,069

 

 

 

 

 

$

 

17,880

 

 

$

 

18,069

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unamortized debt issuance costs - New Revolving

Credit Facility

 

$

 

8,115

 

 

$

 

8,616

 

 

 

 

Unamortized debt issuance costs - Revolving

Credit Facility

 

$

 

8,292

 

 

$

 

8,616

 

 

 

 

Restricted cash

 

 

 

9,862

 

 

 

 

9,886

 

 

 

 

 

 

9,906

 

 

 

 

9,886

 

 

 

 

Other

 

 

 

12,253

 

 

 

 

12,130

 

 

 

 

 

 

 

12,203

 

 

 

 

12,130

 

 

 

 

Total other assets, net

 

$

 

30,230

 

 

$

 

30,632

 

 

 

 

 

$

 

30,401

 

 

$

 

30,632

 

 

 

 

 


Goodwill represents the excess of the purchase prices of acquiring MTR Gaming, Isle and IsleElgin over the fair market value of the net assets acquired. In conjunction with the classification of Vicksburg’s operations as assets held for sale at March 31, 2018 (see Note 4) as a result of the announced sale to Churchill Downs Incorporated,CDI, an impairment charge totaling $9.8 million was recorded for the three months ended March 31, 2018 due to the carrying value exceeding the estimated net sales proceeds. The impairment reduced the value of goodwill in the South segment.

The following table presents changes to goodwill for the nine months ended September 30, 2018 (in thousands):

 

 

Balance at

January 1, 2018

 

 

Acquisitions

 

 

Impairments

 

 

Finalization of Isle

Purchase Price

Accounting

 

 

Assets Held

for Sale

 

 

Balance at

September 30, 2018

 

 

(in thousands)

 

Goodwill by reportable

   segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

152,775

 

 

$

 

 

 

$

 

 

 

 

 

(14

)

 

 

 

 

 

$

 

152,761

 

Midwest

 

 

 

327,088

 

 

 

 

 

 

 

 

 

 

 

 

(4,343

)

 

 

 

 

 

 

 

322,745

 

South

 

 

 

200,417

 

 

 

 

 

 

 

 

(9,815

)

 

 

 

(1,752

)

 

 

 

 

 

 

 

188,850

 

East

 

 

 

66,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,122

)

 

 

 

63,704

 

Central

 

 

 

 

 

 

 

60,086

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,086

 

Total Goodwill

 

$

 

747,106

 

 

$

 

60,086

 

 

$

 

(9,815

)

 

$

 

(6,109

)

 

$

 

(3,122

)

 

$

 

788,146

 

Gaming licenses represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have an indefinite useful lives.

Amortization expense related to trade names and loyalty programs for the three months ended March 31,September 30, 2018 and 2017 totaled $1.6$2.4 million and $0.5$1.7 million, respectively, and $5.1 million and $3.3 million for the nine months ended September 30, 2018 and 2017, respectively, which is included in depreciation and amortization expense in the consolidated statements of income.operations. Such amortization expense is expected to be $3.5$3.0 million for the remainder of 2018 and $4.7$11.9 million, $8.8 million, $7.2 million and $1.6$4.2 million for the years ended December 31, 2019, 2020, 2021 and 2020,2022, respectively.

Note 7. Income Taxes

The SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

While we haveThrough the quarter ended September 30, 2018, the Company recognized no adjustments to the provisional amounts recorded at December 31, 2017. Additionally, the Company has not yet completed its accounting for all of the computations necessary or completed an inventorytax effects of our 2017 expendituresthe Tax Act that qualify for immediate deductions, we have recorded abecame effective January 1, 2018, but has recognized provisional benefit based on our current intent to fully deduct all qualifying expenditures. This did not resultamounts in any significant change to our currentits income tax payable due to ourprovision. The Company is awaiting further guidance from U.S. federal and state net operating loss carry forwards.regulatory bodies with regards to the final accounting and reporting of these items in the several jurisdictions where the Company files tax returns. In all cases, the Company will continue to make and refine its calculations as additional analysis is completed. Its estimates may also be affected as the Company gains a more thorough understanding of the tax law.


The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period.


For the three and nine months ended September 30, 2018, the Company’s tax expense was

$20.0 million and $31.3 million, respectively. For the three months ended March 31, 2018 andSeptember 30, 2017, the Company’s tax expense was $2.1$12.6 million and $0.4 million, respectively.for the nine months ended September 30, 2017, the Company’s tax benefit was $26.1 million. For the three and nine months ended March 31,September 30, 2018, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible expenses and state and local income taxes. For the three and nine months ended September 30, 2017, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible transaction costs incurred and changes in the effective state tax rate associated with the Isle acquisition, state and local income taxes less excessand the release of the valuation allowance against certain Pennsylvania deferred tax benefits associated with stock compensation.assets. As of March 31,September 30, 2018 and 2017, there were no unrecognized tax benefits and the Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next twelve months.

The Company and its subsidiaries file US federal income tax returns and various state and local income tax returns. The Company does not have tax sharing agreements with the other members within the consolidated ERI group. With few exceptions, the Company is no longer subject to US federal or state and local tax examinations by tax authorities for years before 2012.

The Company was notified by the Internal Revenue Service in October of 2016 that its federal tax return for the year ended December 31, 2014 had been selected for examination. In September 2017, the IRS informed the Company that they completed the examination ofof the tax return and made no changes.

 

Note 8. Long-Term Debt and Other Long-Term Liabilities

Long‑term debt consisted of the following (in thousands):

 

 

March 31,

 

 

December 31,

 

 

September 30,

 

 

December 31,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Term Loan

 

$

 

956,750

 

 

$

 

956,750

 

Term Loan

 

$

 

956,750

 

 

$

 

956,750

 

Less: Unamortized discount and debt issuance costs

 

 

 

(18,149

)

 

 

 

(18,748

)

 

 

 

(18,840

)

 

 

 

(18,748

)

Net

 

 

 

938,601

 

 

 

 

938,002

 

 

 

 

937,910

 

 

 

 

938,002

 

6% Senior Notes

 

 

 

875,000

 

 

 

 

875,000

 

6% Senior Notes due 2026

 

 

 

600,000

 

 

 

 

 

Less: Unamortized debt issuance costs

 

 

 

(1,895

)

 

 

 

 

Net

 

 

 

598,105

 

 

 

 

 

6% Senior Notes due 2025

 

 

 

875,000

 

 

 

 

875,000

 

Plus: Unamortized debt premium

 

 

 

25,841

 

 

 

 

26,605

 

 

 

 

24,285

 

 

 

 

26,605

 

Less: Unamortized debt issuance costs

 

 

 

(20,152

)

 

 

 

(20,716

)

 

 

 

(18,996

)

 

 

 

(20,716

)

Net

 

 

 

880,689

 

 

 

 

880,889

 

 

 

 

880,289

 

 

 

 

880,889

 

7% Senior Notes

 

 

 

375,000

 

 

 

 

375,000

 

7% Senior Notes due 2023

 

 

 

375,000

 

 

 

 

375,000

 

Less: Unamortized discount and debt issuance costs

 

 

 

(6,905

)

 

 

 

(7,146

)

 

 

 

(6,370

)

 

 

 

(7,146

)

Net

 

 

 

368,095

 

 

 

 

367,854

 

 

 

 

368,630

 

 

 

 

367,854

 

Revolving Credit Facility

 

 

 

180,000

 

 

 

 

 

Capital leases

 

 

 

769

 

 

 

 

917

 

 

 

 

484

 

 

 

 

917

 

Long-term notes payable

 

 

 

2,509

 

 

 

 

2,531

 

 

 

 

2,463

 

 

 

 

2,531

 

Less: Current portion

 

 

 

(553

)

 

 

 

(615

)

 

 

 

(447

)

 

 

 

(615

)

Total long-term debt

 

$

 

2,190,110

 

 

$

 

2,189,578

 

 

$

 

2,967,434

 

 

$

 

2,189,578

 

 

In connection with the Isle Acquisition, the Company completed a debt financing transaction comprised of: (a) a senior secured credit facility in an aggregate principal amount of $1.75 billion with a (i) term loan facility of $1.45 billion and (ii) revolving credit facility of $300.0 million and (b) $375.0 million of 6% senior unsecured notes. The proceeds of such borrowings were used to pay the cash portion of the consideration payable in the Isle Merger, refinance all of Isle’s existing credit facilities, redeem or otherwise repurchase all of Isle’s and senior and senior subordinated notes, refinance the Company’s existing credit facility and pay transaction fees and expenses related to the foregoing.

On September 13, 2017, the Company issued an additional $500.0 million in aggregate principal amount of its 6% Senior Notes (as defined below) at an issue price equal to 105.5% of the principal amount. The 6% Senior Notes were issued as additional notes under the 6% Senior Notes Indenture dated March 29, 2017 (as defined below), as supplemented by the supplemental indenture dated as of May 1, 2017 between the Company, the guarantors party thereto and U.S. Bank National Association, pursuant to which the Company previously issued $375.0 million aggregate principal amount of 6% Senior Notes. The additional 6% Senior Notes formed part of a single class of securities together with the initial 6% Senior Notes for all purposes under the 6% Senior Notes Indenture, including waivers, amendments, redemptions and offers to purchase.


The Company used the proceeds of the offering to repay all of the outstanding borrowings under the New Revolving Credit Facility (as defined below) totaling $78.0 million and used the remainder to repay outstanding borrowings totaling $444.5 million under the New Term Loan plus related accrued interest.

Amortization of the debt issuance costs and the discount and premium associated with our indebtedness totaled $1.3$1.2 million and $0.9$3.8 million for the three and nine months ended March 31,September 30, 2018, respectively. Amortization of the debt issuance costs and the discount and premium associated with our indebtedness totaled $2.0 million and $5.0 million for the three and nine months ended September 30, 2017, respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense.

Scheduled maturities of long‑term debt are $375.0 million in 2023, $956.8 million in 2024, and $875.0 million in 2025.2025 and $600.0 million in 2026.


Term Loan and Revolving Credit Facility

In April 2017, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a $300.0 million revolving credit facility (the “Revolving Credit Facility”). The Company’s obligations under the Revolving Credit Facility will mature on April 17, 2022. The Company’s obligations under the Term Loan Facility will mature on April 17, 2024. The Company was required to make quarterly principal payments of $3.6 million on the Term Loan Facility on the last day of each fiscal quarter beginning on June 30, 2017 but satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior Notes. In addition, the Company is required to make mandatory payments of amounts outstanding under the Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, the Company may be required to apply a portion of its excess cash flow to repay amounts outstanding under the Credit Facility.

As of September 30, 2018, the Company had $956.8 million outstanding on the Term Loan and $180.0 million outstanding under the Revolving Credit Facility. The Company had $110.9 million of available borrowing capacity, after consideration of $9.1 million in outstanding letters of credit under its Revolving Credit Facility as of September 30, 2018.

The interest rate per annum applicable to loans under the Revolving Credit Facility are, at our option, either LIBOR plus a margin ranging from 1.75% to 2.50% or a base rate plus a margin from 0.75% to 1.50%, the margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the Term Loan Facility is, at our option, either LIBOR plus 2.25%, or a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00%. Additionally, the Company ispays a holding companycommitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. At September 30, 2018, the weighted average interest rates on the Term Loan and Revolving Credit Facility were 4.17% and 4.54%.

On June 6, 2018, the Company executed an amendment that modified certain covenants in the Credit Facility to allow for considerations related to the acquisition of Tropicana. The borrowing capacity of the Revolving Credit Facility increased from $300 million to $500 million effective substantially concurrently with no independent assets or operations. Our the consummation of the Tropicana Acquisition on October 1, 2018 and the maturity date of the Revolving Credit Facility extended to October 1, 2023.

As of September 30, 2018 we were in compliance with all covenants under the Credit Facility.

Senior Notes

6% Senior Notes due 2026

On September 20, 2018, Delta Merger Sub, Inc. (“Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of the Company, issued $600 million aggregate principal amount of 6.0% senior notes due 2026 (the “6% Senior Notes due 2026”) pursuant to an indenture, dated as of September 20, 2018 (the “2026 Indenture”), between Escrow Issuer and U.S. Bank, National Association, as Trustee. Interest on the 6% Senior Notes due 2026 will be paid semi-annually in arrears on March 15 and September 15, commencing March 15, 2019.

The 6% Senior Notes due 2026 were general unsecured obligations of Escrow Issuer’s upon issuance and, upon the assumption of such obligations by the Company and the subsidiary guarantors (the “Guarantors”) upon consummation of the Tropicana Acquisition, became general unsecured obligations of the Company and the Guarantors, ranking senior in right of payment to all of the Company’s existing and future debt that is expressly subordinated in right of payment to the 6% Senior Notes due 2026  and the guarantees, ranking equally in right of payment with all of the applicable obligor’s existing and future senior liabilities, including the obligations under the Company’s existing 7% Senior Notes due 2023 and 6% Senior Notes due 2025, and are fullyeffectively subordinated to all of the applicable obligor’s existing and unconditionally guaranteed,future secured debt, including indebtedness under the Company’s existing senior secured credit facility and the Lumière Note (as defined in the 2026 Indenture), in each case, to the extent of the value of the collateral securing such debt. In addition, the 6% Senior Notes due 2026 and the related guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries and other entities in which the Company has an equity interest that do not guarantee the 6% Senior Notes due 2026 (other than indebtedness and liabilities owed to the Company or the Guarantors).


On or after September 15, 2021, the Company may redeem all or a portion of the 6% Senior Notes due 2026 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes due 2026  redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on September 15 of the years indicated below:

Year

 

Percentage

 

 

2021

 

 

104.500

 

%

2022

 

 

103.000

 

%

2023

 

 

101.500

 

%

2024 and thereafter

 

 

100.000

 

%

Upon the occurrence of a jointChange of Control (if the 6% Senior Notes due 2026 do not have investment grade status) or a Change of Control Triggering Event (each as defined in the 2026 Indenture), the Company must offer to repurchase the 6% Senior Notes due 2026 at 101% of their principal amount, plus accrued and several basis,unpaid interest to the applicable repurchase date.

If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must apply the net proceeds of such sale to make an offer to repurchase the 6% Senior Notes due 2026 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes due 2026 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 2026 Indenture contains certain covenants limiting, among other things, the subsidiary guarantors. As of March 31, 2018, there were no significantCompany’s ability to:

incur additional indebtedness;

create, incur or suffer to exist certain liens;

pay dividends or make distributions on capital stock or repurchase capital stock;

make certain investments;

place restrictions on the ability of our subsidiaries to distributepay dividends or make other distributions to the Issuer;

sell certain assets or merge with or consolidate into other companies; and

enter into certain types of transactions with the stockholders and affiliates.

These covenants are subject to a number of exceptions and qualifications as set forth in the 2026 Indenture. The 2026 Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes due 2026 to be declared due and payable.

The Company applied the net proceeds of the sale of the 6% Senior Notes due 2026, together with borrowings under its existing revolving credit, cash on hand and Tropicana’s cash on hand, to us or our guarantor subsidiaries.pay the consideration payable by the Company pursuant to the merger agreement, repay all of the debt outstanding under Tropicana’s existing credit facility and pay fees and costs associated with the Tropicana Acquisition that closed on October 1, 2018.

6% Senior Notes due 2025

On March 29, 2017, Eagle II, a wholly owned subsidiary of the Company, issued at par $375.0 million aggregate principal amount of 6.0% senior notes due 2025 (the “6% Senior Notes due 2025”) pursuant to an indenture, dated as of March 29, 2017 (the “2025 Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes due 2025 will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1. In connection with the consummation of the Isle Acquisition on May 1, 2017, the Company assumed Eagle II’s obligations under the 6% Senior Notes due 2025 and the 2025 Indenture and certain of the Company’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of the Company’s obligations under the 6% Senior Notes due 2025.


On September 13, 2017, the Company issued an additional $500.0 million principal amount of its 6% Senior Notes due 2025 at an issue price equal to 105.5% of the principal amount of the 6% Senior Notes due 2025. The additional notes were issued pursuant to the 2025 Indenture that governs the 6% Senior Notes due 2025. The Company used the proceeds of the offering to repay $78.0 million of outstanding borrowings under the previous revolving credit facility and used the remainder to repay $444.5 million outstanding borrowings under the previous term loan facility and related accrued interest.

7% Senior Notes due 2023

On July 23, 2015, the Company issued at par $375.0 million in aggregate principal amount of 7.0% senior notes due 2023 (“7% Senior Notes due 2023”) pursuant to an indenture, dated as of July 23, 2015 (the “2023 Indenture”), between the Company and U.S. Bank, National Association, as Trustee. The 7% Senior Notes due 2023 will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year.

As of September 30, 2018 we were in compliance with all covenants under the 6% Senior Notes due 2025, 6% Senior Notes due 2026 and 7% Senior Notes due 2023.

Other Long-Term Liabilities

In conjunction with the Isle Acquisition, the Company acquired the existing lease and management agreements at its Nemacolin location. Under the terms of the agreements, Nemacolin Woodland Resort (“Resort”) provided land, land improvements and a building for the casino property. In accordance with ASC 840, theThe Company was deemed, for accounting purposes only, to be the owner of these assets provided by the Resort during the construction and casino operating periods due to the Company’s continuing involvement. Therefore, the transaction was accounted for using the direct financing method. As of March 31,September 30, 2018 and December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of $1.2 million and $4.2 million, in both periodsrespectively, and a liability of $2.4 million and $4.5 million, respectively,respectively. The decreases in other long-term liabilities relatedthe assets and liability were primarily due to the agreement. The decrease in the liability was primarily due toimpairment charges (see Note 4) and the Company finalizing its purchase price accounting related to the Isle AcquisitionAcquisition. These assets and liabilities are reported as of March 31,held for sale at September 30, 2018.

In conjunction with the Isle Acquisition, the Company acquired the existing lease and management agreements at its Bettendorf location. Under the terms of the agreements with the City of Bettendorf, Iowa, the Company leases, manages, and provides financial and operating support for the convention center (Quad-Cities Waterfront Convention Center). In accordance with ASC 840, theThe Company was deemed, for accounting purposes only, to be the owner of the convention center due to the Company’s continuing involvement. Therefore, the transaction was accounted for using the direct financing method. As of March 31,September 30, 2018 and December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of $11.8 million and $11.9 million respectively, and a liability of $5.5$5.7 million and $12.5 million, respectively, in other long-term liabilities related to the agreement. The decreasechanges in property and equipment and in the liability waswere primarily due to the Company finalizing its purchase price accounting related to the Isle Acquisition as of March 31, 2018.  

Senior Notes

7.0% Senior Notes

On July 23, 2015, the Company issued at par $375.0 million in aggregate principal amount of 7.0% senior notes due 2023 (“7% Senior Notes”) pursuant to the Indenture, dated as of July 23, 2015 (the “Indenture”), between the Company and U.S. Bank, National Association, as Trustee. The 7% Senior Notes will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year.

On or after August 1, 2018, the Company may redeem all or a portion of the 7% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7% Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below:Acquisition.

 

Year

 

Percentage

 

 

2018

 

 

105.250

 

%

2019

 

 

103.500

 

%

2020

 

 

101.750

 

%

2021 and thereafter

 

 

100.000

 

%


Prior to August 1, 2018, the Company may redeem all or a portion of the 7% Senior Notes at a price equal to 100% of the 7% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a “make-whole” premium. At any time prior to August 1, 2018, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the 7% Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the 7% Senior Notes Indenture), it must offer to repurchase the 7% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the 7% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase dates.

The 7% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 7% Senior Notes Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:

pay dividends or distributions or make certain other restricted payments or investments;

incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 7% Senior Notes or the guarantees of the 7% Senior Notes;

create liens;

transfer and sell assets;

merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets;

enter into certain transactions with affiliates;

engage in lines of business other than the Company’s core business and related businesses; and

create restrictions on dividends or other payments by restricted subsidiaries.

These covenants are subject to a number of exceptions and qualifications as set forth in the 7% Senior Notes Indenture. The 7% Senior Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7% Senior Notes to be declared due and payable. As of March 31, 2018, the Company was in compliance with all of the covenants under the 7% Senior Notes Indenture relating to the 7% Senior Notes.

6.0% Senior Notes

On March 29, 2017, Eagle II Acquisition Company LLC (“Eagle II”), a wholly-owned subsidiary of the Company, issued $375.0 million aggregate principal amount of 6% Senior Notes due 2025 (the “6% Senior Notes”) pursuant to an indenture, dated as of March 29, 2017 (the “6% Senior Notes Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2017. The proceeds of the offering, and additional funds in the amount of $1.9 million in respect of interest expected to be accrued on the 6% Senior Notes, were placed in escrow pending satisfaction of certain conditions, including consummation of the Isle Acquisition. In connection with the consummation of the Isle Acquisition on May 1, 2017, the escrowed funds were released and the Company assumed Eagle II’s obligations under the 6% Senior Notes and the 6% Senior Notes Indenture and certain of the Company’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of the Company’s obligations under the 6% Senior Notes.

On September 13, 2017, the Company issued an additional $500.0 million principal amount of its 6% Senior Notes at an issue price equal to 105.5% of the principal amount of the 6% Senior Notes. The additional notes were issued pursuant to the 6% Senior Notes Indenture that governs the 6% Senior Notes. The Company used the proceeds of the offering to repay $78.0 million of outstanding borrowings under the revolving credit facility and used the remainder to repay $444.5 million outstanding borrowings under the term loan facility and related accrued interest.

On or after April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus


accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below:

Year

 

Percentage

 

 

2020

 

 

104.500

 

%

2021

 

 

103.000

 

%

2022

 

 

101.500

 

%

2023 and thereafter

 

 

100.000

 

%

Prior to April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes at a price equal to 100% of the 6% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to April 1, 2020, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the 6% Senior Notes Indenture), it must offer to repurchase the 6% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the 6% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 6% Senior Notes Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:

pay dividends or distributions or make certain other restricted payments or investments;

incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 6% Senior Notes or the guarantees of the 6% Senior Notes;

create liens;

transfer and sell assets;

merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets;

enter into certain transactions with affiliates;

engage in lines of business other than the Company’s core business and related businesses; and

create restrictions on dividends or other payments by restricted subsidiaries.

These covenants are subject to a number of exceptions and qualifications as set forth in the 6% Senior Notes Indenture. The 6% Senior Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes to be declared due and payable. As of March 31, 2018, the Company was in compliance with all of the covenants under the 6% Senior Notes Indenture relating to the 6% Senior Notes.

Refinancing of the Term Loan and Revolving Credit Facility

Credit Facility

On July 23, 2015, the Company entered into a $425.0 million seven year term loan (the “Term Loan”) and a $150.0 million five year revolving credit facility (the “Prior Revolving Credit Facility” and, together with the Term Loan, the “Prior Credit Facility”).

The Term Loan bore interest at a rate per annum of, at the Company’s option, either LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or a base rate plus 2.25%. Borrowings under the Prior Revolving Credit Facility bore interest at a rate per annum of, at the Company’s option, either LIBOR plus a spread ranging from 2.5% to 3.25% or a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on the Company’s total leverage ratio. Additionally, the Company paid a commitment fee on the unused portion of the Prior Revolving Credit Facility not being utilized in the amount of 0.50% per annum.


On May 1, 2017, all of the outstanding amounts under the Prior Credit Facility were repaid with proceeds of borrowings under the New Credit Facility and the Prior Credit Facility was terminated.

New Credit Facility

On April 17, 2017, Eagle II entered into a new credit agreement by and among Eagle II, as initial borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (the “New Credit Facility”), consisting of a $1.45 billion term loan facility (the “New Term Loan Facility” or “New Term Loan”) and a $300.0 million revolving credit facility (the “New Revolving Credit Facility”), which was undrawn at closing. The proceeds of the New Term Loan Facility, and additional funds in the amount of $4.5 million in respect of interest expected to be accrued on the New Term Loan Facility, were placed in escrow pending satisfaction of certain conditions, including consummation of the Isle Acquisition. In connection with the consummation of the Isle Acquisition on May 1, 2017, the escrowed funds were released and ERI assumed Eagle II’s obligations under the New Credit Facility and certain of ERI’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of ERI’s obligations under the New Credit Facility.

As of March 31, 2018, the Company had $956.8 million outstanding on the New Term Loan. There were no borrowings outstanding under the New Revolving Credit Facility as of March 31, 2018. The Company had $291.5 million of available borrowing capacity, after consideration of $8.5 million in outstanding letters of credit, under its New Revolving Credit Facility as of March 31, 2018. We have obtained commitments to increase our revolving credit facility from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition. At March 31, 2018, the weighted average interest rate on the New Term Loan was 3.9% based upon the weighted average interest rate of borrowings outstanding during the three months ended March 31, 2018.

The Company applied the net proceeds of the New Term Loan Facility and borrowings under the New Revolving Credit Facility, together with the proceeds of the 6% Senior Notes and cash on hand, to (i) pay the cash portion of the consideration payable in the Isle Merger, (ii) refinance all of the debt outstanding under Isle’s existing credit facility, (iii) redeem or otherwise repurchase all of Isle’s outstanding senior and senior subordinated notes, (iv) refinance the Company’s Prior Credit Facility and (v) pay fees and costs associated with the foregoing.

We have obtained commitments to increase our revolving credit facility from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition. The Companys obligations under the New Term Loan Facility will mature on April 17, 2024. The Company was required to make quarterly principal payments in an amount equal to $3.6 million on the New Term Loan Facility on the last day of each fiscal quarter beginning on June 30, 2017 but satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior Notes. In addition, the Company is required to make mandatory payments of amounts outstanding under the New Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, the Company may be required to apply a portion of its excess cash flow to repay amounts outstanding under the New Credit Facility.

The interest rate per annum applicable to loans under the New Revolving Credit Facility are, at our option, either (i) LIBOR plus a margin ranging from 1.75% to 2.50% or (ii) a base rate plus a margin ranging from 0.75% to 1.50%, which margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the New Term Loan Facility is, at our option, either (i) LIBOR plus 2.25%, or (ii) a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term of the New Term Loan Facility or the New Revolving Credit Facility. Additionally, the Company pays a commitment fee on the unused portion of the New Revolving Credit Facility in the amount of 0.50% per annum.

The New Credit Facility is secured by substantially all of the Company’s personal property assets and substantially all personal property assets of each subsidiary that guaranties the New Credit Facility (other than certain subsidiary guarantors designated as immaterial) (the “New Credit Facility Guarantors”), whether owned on the closing date of the New Credit Facility or thereafter acquired, and mortgages on certain real property and improvements owned or leased by us or the New Credit Facility Guarantors. The New Credit Facility is also secured by a pledge of all of the equity owned by the Company and the New Credit Facility Guarantors (subject to certain gaming law restrictions). The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability and the ability of the New Credit Facility Guarantors to incur additional indebtedness, create liens, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or modify their lines of business.


The New Credit Facility also includes certain financial covenants, including the requirements that we maintain throughout the term of the New Credit Facility and measured as of the end of each fiscal quarter, and solely with respect to loans under the New Revolving Credit Facility, a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 for the period beginning on the closing date and ending with the fiscal quarter ending December 31, 2018, 6.00 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 5.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter. The Company will also be required to maintain an interest coverage ratio in an amount not less than 2.00 to 1.00 measured on the last day of each fiscal quarter beginning on the closing date, and ending with the fiscal quarter ending December 31, 2018, 2.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 2.75 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter.

The New Credit Facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to our other indebtedness, including the Notes, certain events of bankruptcy or insolvency, certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts outstanding thereunder and taking all actions permitted to be taken by a secured creditor. As of March 31, 2018, the Company was in compliance with the covenants under the New Credit Facility.

Note 9. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

Level 1 Inputs: Quoted market prices in active markets for identical assets or liabilities.

Level 2 Inputs: Observable market‑based inputs or unobservable inputs that are corroborated by market data.

Level 3 Inputs: Unobservable inputs that are not corroborated by market data.


Items Measured at Fair Value on a Recurring Basis: The following table sets forth the assets measured at fair value on a recurring basis, by input level, in the consolidated balance sheets at March 31,September 30, 2018 and December 31, 2017 (amounts in thousands):

 

 

March 31, 2018

 

 

September 30, 2018

 

Assets:

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Restricted cash and investments

 

$

 

9,449

 

 

$

 

4,072

 

 

$

 

13,521

 

 

$

 

7,600

 

 

$

 

3,928

 

 

$

 

11,528

 

Marketable securities

 

 

8,284

 

 

 

8,952

 

 

 

17,236

 

 

 

9,486

 

 

 

7,571

 

 

 

17,057

 

Escrow cash

 

 

604,100

 

 

 

 

 

 

604,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

December 31, 2017

 

Assets:

 

Level 1

 

 

Level 2

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Total

 

Restricted cash and investments

 

$

 

9,055

 

 

$

 

4,098

 

 

$

 

13,153

 

 

$

 

9,055

 

 

$

 

4,098

 

 

$

 

13,153

 

Marketable securities

 

 

7,906

 

 

 

9,725

 

 

 

17,631

 

 

 

7,906

 

 

 

9,725

 

 

 

17,631

 

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value:

Cash and Cash Equivalents: Cash equivalents include investments in money market funds. Investments in this category can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short‑term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. Cash and cash equivalents also includes cash maintained for gaming operations. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1).


Restricted Cash: Restricted cash includes cash reserved for unredeemed winning tickets from the Company’s racing operations, funds related to horsemen’s fines and certain simulcasting funds that are restricted to payments for improving horsemen’s facilities and racing purses, cash deposits that serve as collateral for letters of credit, surety bonds and short-term certificates of deposit that serve as collateral for certain bonding requirements. The estimated fair values of our restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold our restricted cash and investments. Restricted investments, included in Other Assets, net, relate to trading securities pledged as collateral by our captive insurance company.

Accounts ReceivableEscrow Cash: Escrow cash represents the 6% Senior Notes due 2026 issued totaling $600 million plus approximately a month and Credit Risk: The allowancea half of interest totaling $4.1 million placed into escrow pending satisfaction of certain conditions, including consummation of the Tropicana Acquisition. Escrow cash is estimated based on specific review of customer accountsclassified as wellLevel 1 as historical collection experience and current economic and business conditions. Management believes that no significant concentrations of credit risk related to receivables exists.its carrying value approximates market prices.

Marketable Securities:  Marketable securities consist primarily of trading securities held the Company’s captive insurance subsidiary. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold these marketable securities.

Long‑term Debt: The fair value of our long-term debt or other long-term obligations is estimated based on the quoted market price of the underlying debt issue (Level 1) or, when a quoted market price is not available, the discounted cash flow of future payments utilizing current rates available to us for the debt of similar remaining maturities (Level 2). Debt obligations with a short remaining maturity have a carrying amount that approximates fair value.

There were no transfers between Level 1 and Level 2 investments.


The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands):

 

 

March 31, 2018

 

 

December 31, 2017

 

 

September 30, 2018

 

 

December 31, 2017

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7% Senior Notes

 

$

 

368,095

 

 

$

 

394,687

 

 

$

 

367,854

 

 

$

 

400,800

 

6% Senior Notes

 

 

880,689

 

 

 

881,563

 

 

 

880,889

 

 

 

914,375

 

New Term Loan

 

 

938,601

 

 

 

959,142

 

 

 

938,002

 

 

 

956,750

 

7% Senior Notes due 2023

 

$

 

368,630

 

 

$

 

393,750

 

 

$

 

367,854

 

 

$

 

400,800

 

6% Senior Notes due 2025

 

 

880,289

 

 

 

889,263

 

 

 

880,889

 

 

 

914,375

 

6% Senior Notes due 2026

 

 

598,105

 

 

 

606,000

 

 

 

 

 

 

 

Term Loan

 

 

937,910

 

 

 

961,534

 

 

 

938,002

 

 

 

956,750

 

Revolving Credit Facility

 

 

180,000

 

 

 

180,000

 

 

 

 

 

 

 

Other long-term debt

 

 

2,509

 

 

 

2,509

 

 

 

2,531

 

 

 

2,531

 

 

 

2,463

 

 

 

2,463

 

 

 

2,531

 

 

 

2,531

 

Capital leases

 

 

769

 

 

 

769

 

 

 

917

 

 

 

917

 

 

 

484

 

 

 

484

 

 

 

917

 

 

 

917

 

 

 


Note 10. Earnings per Share

The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the three and nine months ended March 31,September 30, 2018 and 2017 (dollars in thousands, except per share amounts):

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

March 31,

 

 

September 30,

 

 

 

September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

2018

 

 

2017

 

 

(unaudited)

 

 

 

 

Net income available to common stockholders

 

$

 

20,855

 

 

$

 

945

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

$

 

37,704

 

 

$

 

29,687

 

 

 

$

 

95,355

 

 

$

 

(15,558

)

Shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

 

77,353,730

 

 

 

 

47,120,751

 

 

 

 

77,522,664

 

 

 

 

76,902,070

 

 

 

 

 

77,445,611

 

 

 

 

63,821,705

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

152,906

 

 

 

 

50,799

 

 

 

 

93,530

 

 

 

 

128,696

 

 

 

 

 

125,861

 

 

 

N/A

 

RSUs

 

 

 

573,413

 

 

 

 

909,731

 

 

 

 

667,394

 

 

 

 

928,923

 

 

 

 

 

636,568

 

 

 

N/A

 

Weighted average shares outstanding – diluted

 

 

 

78,080,049

 

 

 

 

48,081,281

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to common

stockholders – basic:

 

$

 

0.27

 

 

$

 

0.02

 

Net income per common share attributable to common

stockholders – diluted:

 

$

 

0.27

 

 

$

 

0.02

 

Weighted average shares outstanding – diluted (1)

 

 

 

78,283,588

 

 

 

 

77,959,689

 

 

 

 

 

78,208,040

 

 

 

 

63,821,705

 

Net income (loss) per common share attributable to common

stockholders – basic:

 

$

 

0.49

 

 

$

 

0.39

 

 

 

$

 

1.23

 

 

$

 

(0.24

)

Net income (loss) per common share attributable to common

stockholders – diluted:

 

$

 

0.48

 

 

$

 

0.38

 

 

 

$

 

1.22

 

 

$

 

(0.24

)

(1)

Excluded from “Weighted average shares outstanding – diluted” are 85,977 stock options and 860,492 RSUs for the nine months ended September 30, 2017 as the inclusion of these shares would have an anti-dilutive effect.

 

Note 11. Commitments and Contingencies

Litigation.  The Company is a party to various lawsuits, which have arisen in the normal course of business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material to the consolidated financial condition and those estimated losses are not expected to have a material impact on the results of operations.


Agreements with Horsemen and Pari-mutuel Clerks.  The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines (a “proceeds agreement”) with a representative of a majority of the horse owners and trainers and with a representative of a majority of the pari‑mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. We have the requisite agreements in place with the horsemen at Mountaineer until December 31, 2018. With respect to the Mountaineer pari‑mutuel clerks, we have a labor agreement in force until November 30, 2018, which will automatically renew for an additional one-year period, and a proceeds agreement until April 14, 2019. We are required to have a proceeds agreement in effect on July 1 of each year with the horsemen and the pari‑mutuel clerks as a condition to renewal of our video lottery license for such year. If the requisite proceeds agreement is not in place as of July 1 of a particular year, Mountaineer’s application for renewal of its video lottery license could be denied, in which case Mountaineer would not be permitted to operate either its slot machines or table games. Scioto Downs has the requisite agreement in place with the OHHA until December 31, 2023, with automatic two-year renewals unless either party requests re‑negotiation pursuant to its terms. Presque Isle Downs has the requisite agreement in place with the Pennsylvania Horsemen’s Benevolent and Protective Association until May 1, 2021. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen’s agreements and the agreement between Mountaineer and the pari‑mutuel clerks’ union described above, each of the agreements referred to in this paragraph may be terminated upon written notice by either party.

Note 12. Related Affiliates and Joint Ventures

C.S. &Y. Associates

The Company has a lease agreement with C.S. &Y. Associates (“CS&Y”) which is an entity partially owned by Recreational Enterprises, Inc. (“REI”), which is owned by members of the Carano family, including Gary L. Carano, and various trusts of which members of the Carano family are beneficiaries. In addition, each of Gary L. Carano and Thomas R. Reeg serve as members of the board of directors of REI. The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from CS&Y. For the periodthree and nine months ended March 31,September 30, 2018, the


amount paid Company made lease payments to CS&Y was $150,000.totaling $150,000 and $450,000, respectively. For the three and nine months ended September 30, 2017, the Company made lease payments to CS&Y totaling $150,000 and $392,000, respectively. No amounts were due to or due from CS&Y as of March 31,September 30, 2018 and December 31, 2017.

Hampton Inn & Suites

The Company holds a 42.1% variable interest in a partnership with other investors that developed a new 118-room Hampton Inn & Suites hotel at Scioto Downs that opened in March 2017. Pursuant to the terms of the partnership agreement, the Company contributed $1.0 million of cash and 2.4 acres of a leasehold immediately adjacent to The Brew Brothers microbrewery and restaurant at Scioto Downs. The partnership constructed the hotel at a cost of $16.0 million and other investor membersinvestors operate the hotel. As of March 31,September 30, 2018, the Company’s receivable from the partnership totaled $62,000$187,000 and the Company’s payable to the partnership totaled $10,000.$19,000. These amounts are reflected on the accompanying balance sheet under “due from affiliates” and “due to affiliates.”

Pompano Joint Venture

The Company formed a joint venture in April 2018 with Cordish Companies (“Cordish”) to master plan and develop a mixed use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack at our Pompano property. No amounts were due to or due from Cordish as of September 30, 2018.

As the managing member, Cordish will operate the business and manage the development, construction, financing, marketing, leasing, maintenance and day-to-day operation of the various phases of the project. Additionally, Cordish will be responsible for the development of the master plan for the project with input from the Company and submit it for review and approval from the Company. The Company and Cordish have made initial cash contributions of $250,000 each, and could be required to make additional contributions to a maximum of $2.0 million ($1.0 million per member) at the request of the managing member. The Company has agreed to donate land to the joint venture for the project. The Company will participate evenly with Cordish in the profits and losses of the joint venture.


William Hill

On September 5, 2018 the Company announced that it had entered into a definitive agreement pursuant to which, subject to receipt of all necessary regulatory approvals, William Hill US will become the Company’s exclusive sports betting operator for a period of 25 years at its properties in jurisdictions where sports betting is legal. The Company will also work with William Hill US to leverage its licenses to operate mobile and online sports wagering operations in the United States. At the closing of the transactions contemplated by the agreement, the Company will receive a 20% equity stake in William Hill US as well as ordinary shares of William Hill PLC with a value of $50.0 million (based on the 60 day volume-weighted average trading price of William Hill PLC shares ending on September 4, 2018). Pursuant to the terms of the agreement, the Company will have the opportunity to sell its equity in William Hill US following a public offering of William Hill US or through a conversion of the 20% equity stake to William Hill PLC shares or cash at William Hill’s discretion after five years. The transaction is expected to close in the first quarter of 2019.

Note 13. Segment Information

The following table sets forth, for the period indicated, certain operating data for our reportable segments. The executive decision maker of our Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of our casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the Isle Acquisition,As of June 30, 2018, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in four geographic regions and reportable segments. As referenced in Note 1, a fifth segment, Central, has been added in the third quarter of 2018. The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate. The previously reportedThese segments Nevada, Louisiana, and Eastern, are now included in the West, South, and East segments, respectively, whichas of September 30, 2018 are summarized as follows, along with the Midwest segment.follows:  

 

Segment

 

Property

 

State

West

 

Eldorado Reno

 

Nevada

 

 

Silver Legacy

 

Nevada

 

 

Circus Reno

 

Nevada

 

 

Isle Black Hawk

 

Colorado

 

 

Lady Luck Black Hawk

 

Colorado

 

 

 

 

 

Midwest

 

Waterloo

 

Iowa

 

 

Bettendorf

 

Iowa

 

 

Boonville

 

Missouri

 

 

Cape Girardeau

 

Missouri

 

 

Caruthersville

 

Missouri

 

 

Kansas City

 

Missouri

 

 

 

 

 

South

 

Pompano

 

Florida

 

 

Eldorado Shreveport

 

Louisiana

 

 

Lake Charles

 

Louisiana

 

 

Lula

 

Mississippi

 

 

Vicksburg

 

Mississippi

 

 

 

 

 

East

 

Presque Isle Downs

 

Pennsylvania

 

 

Nemacolin

 

Pennsylvania

 

 

Scioto Downs

 

Ohio

 

 

Mountaineer

 

West Virginia

Central

Elgin

Illinois

 


The following table sets forth, for the periods indicated, certain operating data for our four reportable segments. Amounts related to pre-acquisition periods (prior to May 1, 2017) conform to prior presentation as the additional operating segments associated with the Isle Acquisition are incremental to the previously disclosedfive reportable segments.

 

 

Three Months Ended

 

 

Three Months Ended

 

 

Nine months ended

 

 

Ended March 31,

 

 

Ended September 30,

 

 

Ended September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

(in thousands, unaudited)

 

 

(in thousands)

 

Revenues and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

 

99,579

 

 

$

 

63,488

 

 

$

 

129,092

 

 

$

 

134,324

 

 

$

 

346,550

 

 

$

 

297,564

 

Operating income—West

 

 

10,139

 

 

 

1,355

 

Operating income

 

 

31,894

 

 

 

 

32,657

 

 

 

63,898

 

 

 

 

50,590

 

Midwest:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

 

100,795

 

 

$

 

 

 

 

99,834

 

 

 

 

103,651

 

 

 

301,235

 

 

 

 

171,292

 

Operating income—Midwest

 

 

 

26,676

 

 

 

 

 

Operating income

 

 

26,637

 

 

 

 

24,264

 

 

 

80,725

 

 

 

 

39,676

 

South:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

 

122,800

 

 

$

 

32,560

 

 

 

106,569

 

 

 

 

107,934

 

 

 

341,612

 

 

 

 

228,954

 

Operating income—South

 

 

 

13,359

 

 

 

 

5,918

 

Operating income

 

 

16,176

 

 

 

 

13,682

 

 

 

50,099

 

 

 

 

32,210

 

East:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

 

116,891

 

 

$

 

106,287

 

 

 

127,722

 

 

 

 

126,796

 

 

 

370,576

 

 

 

 

352,721

 

Operating income—East

 

 

 

19,131

 

 

 

 

15,034

 

Operating income

 

 

23,637

 

 

 

 

21,215

 

 

 

67,164

 

 

 

 

54,411

 

Central:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

 

23,897

 

 

 

 

 

 

 

23,897

 

 

 

 

 

Operating income

 

 

2,868

 

 

 

 

 

 

 

2,868

 

 

 

 

 

Corporate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

 

127

 

 

$

 

58

 

 

 

139

 

 

 

 

173

 

 

 

377

 

 

 

 

366

 

Operating loss—Corporate

 

 

 

(15,111

)

 

 

 

(8,279

)

Operating loss

 

 

(9,443

)

 

 

 

(10,326

)

 

 

(41,377

)

 

 

 

(111,834

)

Total Reportable Segments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

$

 

440,192

 

 

$

 

202,393

 

 

$

 

487,253

 

 

$

 

472,878

 

 

$

 

1,384,247

 

 

$

 

1,050,897

 

Operating income – Total Reportable Segments

 

 

54,194

 

 

 

14,028

 

Reconciliations to Consolidated Net Income:

 

 

 

 

 

 

 

 

 

Operating Income — Total Reportable Segments

 

$

 

54,194

 

 

$

 

14,028

 

Operating income

 

$

 

91,769

 

 

$

 

81,492

 

 

$

 

223,377

 

 

$

 

65,053

 

Reconciliations to consolidated net income

(loss):

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

Operating income

 

$

 

91,769

 

 

$

 

81,492

 

 

$

 

223,377

 

 

$

 

65,053

 

Unallocated income and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(31,251

)

 

 

 

(12,670

)

 

 

(34,085

)

 

 

 

(29,183

)

 

 

 

(96,579

)

 

 

 

(69,380

)

Provision for income taxes

 

 

 

(2,088

)

 

 

 

(413

)

Net income

 

$

 

20,855

 

 

$

 

945

 

Loss on early retirement of debt, net

 

 

 

 

 

 

(10,030

)

 

 

 

(162

)

 

 

 

(37,347

)

(Provision) benefit for income taxes

 

 

 

(19,980

)

 

 

 

(12,592

)

 

 

 

(31,281

)

 

 

 

26,116

 

Net income (loss)

 

$

 

37,704

 

 

$

 

29,687

 

 

$

 

95,355

 

 

$

 

(15,558

)

 

 

Three Months Ended March 31,

 

 

Nine Months Ended September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

(in thousands, unaudited)

 

 

(in thousands)

 

Capital Expenditures

 

 

 

 

 

 

 

 

 

 

Capital Expenditures, Net

 

 

 

 

 

 

 

 

 

 

West

 

$

 

10,181

 

 

$

 

4,154

 

 

$

 

49,060

 

 

$

 

30,498

 

Midwest

 

 

 

2,741

 

 

 

 

 

 

 

 

14,516

 

 

 

 

6,545

 

South

 

 

 

2,883

 

 

 

 

547

 

 

 

 

12,307

 

 

 

 

4,003

 

East

 

 

 

2,874

 

 

 

 

1,430

 

 

 

 

8,953

 

 

 

 

6,540

 

Central

 

 

 

237

 

 

 

 

 

Corporate

 

 

 

2,592

 

 

 

 

75

 

 

 

 

4,009

 

 

 

 

5,344

 

Total

 

$

 

21,271

 

 

$

 

6,206

 

 

$

 

89,082

 

 

$

 

52,930

 


 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Corporate,

Other &

Eliminations

 

 

Total

 

 

West

 

 

Midwest

 

 

South

 

 

East

 

 

Central

 

 

Corporate,

Other &

Eliminations

 

 

Total

 

Balance sheet as of March 31, 2018 (unaudited)

(in thousands)

 

Balance sheet as of September 30, 2018

(in thousands)

 

Total assets

 

$

 

1,285,898

 

 

$

 

1,199,909

 

 

$

 

804,736

 

 

$

 

1,189,210

 

 

$

 

(927,533

)

 

$

 

3,552,220

 

 

$

 

1,326,305

 

 

$

 

1,232,101

 

 

$

 

822,980

 

 

$

 

1,223,264

 

 

$

 

353,080

 

 

$

 

(480,556

)

 

$

 

4,477,174

 

Goodwill

 

 

152,762

 

 

 

322,745

 

 

 

180,044

 

 

 

 

63,704

 

 

 

 

 

 

 

 

719,255

 

 

 

152,761

 

 

 

322,745

 

 

 

188,850

 

 

 

 

63,704

 

 

 

 

60,086

 

 

 

 

 

 

 

 

788,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet as of December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

 

1,278,062

 

 

$

 

1,188,758

 

 

$

 

804,318

 

 

$

 

1,185,806

 

 

$

 

(910,472

)

 

$

 

3,546,472

 

 

$

 

1,278,062

 

 

$

 

1,188,758

 

 

$

 

804,318

 

 

$

 

1,185,806

 

 

$

 

 

 

$

 

(910,472

)

 

$

 

3,546,472

 

Goodwill

 

 

152,775

 

 

 

327,088

 

 

 

200,417

 

 

 

 

66,826

 

 

 

 

 

 

 

 

747,106

 

 

 

152,775

 

 

 

327,088

 

 

 

200,417

 

 

 

 

66,826

 

 

 

 

 

 

 

 

 

 

 

 

747,106

 

 


 

Note 14. Consolidating Condensed Financial Information

Certain of our wholly-owned subsidiaries have fully and unconditionally guaranteed on a joint and several basis, the payment of all obligations under our 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026 and New Credit Facility.

TheAs of September 30, 2018, the following wholly-owned subsidiaries of the Company arewere guarantors, on a joint and several basis, under the 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026 and New Credit Facility: Isle of Capri Casinos LLC; Eldorado Holdco LLC; Eldorado Resorts LLC; Eldorado Shreveport 1 LLC; Eldorado Shreveport 2 LLC; Eldorado Casino Shreveport Joint Venture; MTR Gaming Group Inc.; Mountaineer Park Inc.; Presque Isle Downs Inc.; Scioto Downs Inc.; Eldorado Limited Liability Company; Circus and Eldorado Joint Venture, LLC; CC Reno LLC; CCR Newco LLC; Black Hawk Holdings, L.L.C.; IC Holdings Colorado, Inc.; CCSC/Blackhawk, Inc.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C.; PPI, Inc.; Pompano Park Holdings LLC; Pompano Park JV Holdings L.L.C.; IOC-Lula, Inc.; IOC-Kansas City, Inc.; IOC-Boonville, Inc.; IOC-Caruthersville, LLC; IOC Cape Girardeau, LLC; IOC-Vicksburg, Inc.; IOC-Vicksburg, L.L.C.; Rainbow Casino-Vicksburg Partnership, L.P.; IOC Holdings L.L.C. and; St. Charles Gaming Company, L.L.C.; Elgin Riverboat Resort-Riverboat Casino; Elgin Holdings I LLC; Elgin Holdings II LLC, PPI Development Holdings LLC; and PPI Development LLC.  Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries.

 

The consolidating condensed balance sheet as of March 31,September 30, 2018 is as follows:

 

Balance Sheet

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

(in thousands, unaudited)

 

 

(in thousands)

 

Current assets

 

$

 

68,033

 

 

$

 

380,583

 

 

$

 

26,693

 

 

$

 

 

 

$

 

475,309

 

 

$

 

48,687

 

 

$

 

350,653

 

 

$

 

26,868

 

 

$

 

 

 

$

 

426,208

 

Intercompany receivables

 

 

 

211,587

 

 

 

 

 

 

 

 

29,049

 

 

 

 

(240,636

)

 

 

 

 

 

 

 

65,375

 

 

 

 

 

 

 

 

23,067

 

 

 

 

(88,442

)

 

 

 

 

Investments in subsidiaries

 

 

 

2,480,728

 

 

 

 

 

 

 

 

 

 

 

 

(2,480,728

)

 

 

 

 

 

 

 

2,931,271

 

 

 

 

 

 

 

 

 

 

 

 

(2,931,271

)

 

 

 

 

Escrow cash

 

 

 

 

 

 

 

 

 

 

 

604,100

 

 

 

 

 

 

 

 

604,100

 

Property and equipment, net

 

 

 

12,444

 

 

 

 

1,375,675

 

 

 

 

8,167

 

 

 

 

 

 

 

 

1,396,286

 

 

 

 

13,077

 

 

 

 

1,472,777

 

 

 

 

3,012

 

 

 

 

 

 

 

 

1,488,866

 

Other assets

 

 

 

47,511

 

 

 

 

1,656,163

 

 

 

 

22,925

 

 

 

 

(45,974

)

 

 

 

1,680,625

 

 

 

 

28,421

 

 

 

 

1,929,196

 

 

 

 

27,032

 

 

 

 

(26,649

)

 

 

 

1,958,000

 

Total assets

 

$

 

2,820,303

 

 

$

 

3,412,421

 

 

$

 

86,834

 

 

$

 

(2,767,338

)

 

$

 

3,552,220

 

 

$

 

3,086,831

 

 

$

 

3,752,626

 

 

$

 

684,079

 

 

$

 

(3,046,362

)

 

$

 

4,477,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

 

43,159

 

 

$

 

151,378

 

 

$

 

22,753

 

 

$

 

 

 

$

 

217,290

 

 

$

 

54,422

 

 

$

 

178,758

 

 

$

 

28,756

 

 

$

 

 

 

$

 

261,936

 

Intercompany payables

 

 

 

 

 

 

 

215,636

 

 

 

 

25,000

 

 

 

 

(240,636

)

 

 

 

 

 

 

 

 

 

 

 

63,442

 

 

 

 

25,000

 

 

 

 

(88,442

)

 

 

 

 

Long-term debt, less current maturities

 

 

 

1,814,801

 

 

 

 

375,000

 

 

 

 

309

 

 

 

 

 

 

 

 

2,190,110

 

 

 

 

1,992,301

 

 

 

 

375,000

 

 

 

 

600,133

 

 

 

 

 

 

 

 

2,967,434

 

Deferred income tax liabilities

 

 

 

 

 

 

 

213,569

 

 

 

 

 

 

 

 

(45,974

)

 

 

 

167,595

 

 

 

 

 

 

 

 

221,139

 

 

 

 

 

 

 

 

(26,649

)

 

 

 

194,490

 

Other accrued liabilities

 

 

 

3,791

 

 

 

 

12,019

 

 

 

 

2,784

 

 

 

 

 

 

 

 

18,594

 

 

 

 

4,036

 

 

 

 

13,127

 

 

 

 

 

 

 

 

 

 

 

 

17,163

 

Stockholders’ equity

 

 

 

958,552

 

 

 

 

2,444,819

 

 

 

 

35,988

 

 

 

 

(2,480,728

)

 

 

 

958,631

 

 

 

 

1,036,072

 

 

 

 

2,901,160

 

 

 

 

30,190

 

 

 

 

(2,931,271

)

 

 

 

1,036,151

 

Total liabilities and stockholders’

equity

 

$

 

2,820,303

 

 

$

 

3,412,421

 

 

$

 

86,834

 

 

$

 

(2,767,338

)

 

$

 

3,552,220

 

 

$

 

3,086,831

 

 

$

 

3,752,626

 

 

$

 

684,079

 

 

$

 

(3,046,362

)

 

$

 

4,477,174

 

 



The consolidating condensed balance sheet as of December 31, 2017 is as follows:

 

Balance Sheet

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

(in thousands)

 

 

(in thousands)

 

Current assets

 

$

 

27,572

 

 

$

 

201,321

 

 

$

 

22,139

 

 

$

 

 

 

$

 

251,032

 

 

$

 

27,572

 

 

$

 

201,321

 

 

$

 

22,139

 

 

$

 

 

 

$

 

251,032

 

Intercompany receivables

 

 

 

274,148

 

 

 

 

 

 

 

 

34,492

 

 

 

 

(308,640

)

 

 

 

 

 

 

 

274,148

 

 

 

 

 

 

 

 

34,492

 

 

 

 

(308,640

)

 

 

 

 

Investments in subsidiaries

 

 

 

2,437,287

 

 

 

 

 

 

 

 

 

 

 

 

(2,437,287

)

 

 

 

 

 

 

 

2,437,287

 

 

 

 

 

 

 

 

 

 

 

 

(2,437,287

)

 

 

 

 

Property and equipment, net

 

 

 

12,042

 

 

 

 

1,483,473

 

 

 

 

7,302

 

 

 

 

 

 

 

 

1,502,817

 

 

 

 

12,042

 

 

 

 

1,483,473

 

 

 

 

7,302

 

 

 

 

 

 

 

 

1,502,817

 

Other assets

 

 

 

37,458

 

 

 

 

1,764,291

 

 

 

 

27,283

 

 

 

 

(36,409

)

 

 

 

1,792,623

 

 

 

 

37,458

 

 

 

 

1,764,291

 

 

 

 

27,283

 

 

 

 

(36,409

)

 

 

 

1,792,623

 

Total assets

 

$

 

2,788,507

 

 

$

 

3,449,085

 

 

$

 

91,216

 

 

$

 

(2,782,336

)

 

$

 

3,546,472

 

 

$

 

2,788,507

 

 

$

 

3,449,085

 

 

$

 

91,216

 

 

$

 

(2,782,336

)

 

$

 

3,546,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

 

28,676

 

 

$

 

169,348

 

 

$

 

25,726

 

 

$

 

 

 

$

 

223,750

 

 

$

 

28,677

 

 

$

 

169,348

 

 

$

 

25,726

 

 

$

 

 

 

$

 

223,751

 

Intercompany payables

 

 

 

 

 

 

 

283,640

 

 

 

 

25,000

 

 

 

 

(308,640

)

 

 

 

 

 

 

 

 

 

 

 

283,640

 

 

 

 

25,000

 

 

 

 

(308,640

)

 

 

 

 

Long-term debt, less current maturities

 

 

 

1,814,185

 

 

 

 

375,000

 

 

 

 

393

 

 

 

 

 

 

 

 

2,189,578

 

 

 

 

1,814,185

 

 

 

 

375,000

 

 

 

 

393

 

 

 

 

 

 

 

 

2,189,578

 

Deferred income tax liabilities

 

 

 

 

 

 

 

199,376

 

 

 

 

 

 

 

 

(36,409

)

 

 

 

162,967

 

 

 

 

 

 

 

 

199,376

 

 

 

 

 

 

 

 

(36,409

)

 

 

 

162,967

 

Other accrued liabilities

 

 

 

4,127

 

 

 

 

19,624

 

 

 

 

4,828

 

 

 

 

 

 

 

 

28,579

 

 

 

 

4,127

 

 

 

 

19,624

 

 

 

 

4,828

 

 

 

 

 

 

 

 

28,579

 

Stockholders’ equity

 

 

 

941,519

 

 

 

 

2,402,097

 

 

 

 

35,269

 

 

 

 

(2,437,287

)

 

 

 

941,598

 

 

 

 

941,518

 

 

 

 

2,402,097

 

 

 

 

35,269

 

 

 

 

(2,437,287

)

 

 

 

941,597

 

Total liabilities and stockholders’

equity

 

$

 

2,788,507

 

 

$

 

3,449,085

 

 

$

 

91,216

 

 

$

 

(2,782,336

)

 

$

 

3,546,472

 

 

$

 

2,788,507

 

 

$

 

3,449,085

 

 

$

 

91,216

 

 

$

 

(2,782,336

)

 

$

 

3,546,472

 

 


The consolidating condensed statement of operations for the three months ended September 30, 2018 is as follows:

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

   commissions

 

$

 

 

 

$

 

359,897

 

 

$

 

8,272

 

 

$

 

 

 

$

 

368,169

 

Non-gaming

 

 

 

10

 

 

 

 

116,639

 

 

 

 

2,435

 

 

 

 

 

 

 

 

119,084

 

Net revenues

 

 

 

10

 

 

 

 

476,536

 

 

 

 

10,707

 

 

 

 

 

 

 

 

487,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

   commissions

 

 

 

 

 

 

 

174,602

 

 

 

 

5,460

 

 

 

 

 

 

 

 

180,062

 

Non-gaming

 

 

 

 

 

 

 

68,046

 

 

 

 

627

 

 

 

 

 

 

 

 

68,673

 

Marketing and promotions

 

 

 

 

 

 

 

22,687

 

 

 

 

435

 

 

 

 

 

 

 

 

23,122

 

General and administrative

 

 

 

 

 

 

 

73,755

 

 

 

 

1,844

 

 

 

 

 

 

 

 

75,599

 

Corporate

 

 

 

8,596

 

 

 

 

94

 

 

 

 

527

 

 

 

 

 

 

 

 

9,217

 

Impairment charges

 

 

 

 

 

 

 

 

 

 

 

3,787

 

 

 

 

 

 

 

 

3,787

 

Management fee

 

 

 

(7,067

)

 

��

 

7,067

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

923

 

 

 

 

34,782

 

 

 

 

55

 

 

 

 

 

 

 

 

35,760

 

Total operating expenses

 

 

 

2,452

 

 

 

 

381,033

 

 

 

 

12,735

 

 

 

 

 

 

 

 

396,220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of asset or disposal of

   property and equipment

 

 

 

 

 

 

 

(101

)

 

 

 

(9

)

 

 

 

 

 

 

 

(110

)

Proceeds from terminated sale

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

Transaction expenses

 

 

 

(4,090

)

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(4,091

)

Equity in loss of unconsolidated

   affiliate

 

 

 

 

 

 

 

(63

)

 

 

 

 

 

 

 

 

 

 

 

(63

)

Operating (loss) income

 

 

 

(1,532

)

 

 

 

95,338

 

 

 

 

(2,037

)

 

 

 

 

 

 

 

91,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

(26,482

)

 

 

 

(6,088

)

 

 

 

(1,515

)

 

 

 

 

 

 

 

(34,085

)

Subsidiary income (loss)

 

 

 

60,864

 

 

 

 

 

 

 

 

 

 

 

 

(60,864

)

 

 

 

 

Income (loss) before income

   taxes

 

 

 

32,850

 

 

 

 

89,250

 

 

 

 

(3,552

)

 

 

 

(60,864

)

 

 

 

57,684

 

Income tax benefit (provision)

 

 

 

4,854

 

 

 

 

(25,778

)

 

 

 

944

 

 

 

 

 

 

 

 

(19,980

)

Net income (loss)

 

$

 

37,704

 

 

$

 

63,472

 

 

$

 

(2,608

)

 

$

 

(60,864

)

 

$

 

37,704

 


The consolidating condensed statement of operations for the three months ended March 31, 2018September 30, 2017 is as follows:

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

(in thousands, unaudited)

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

commissions

 

$

 

 

 

$

 

335,793

 

 

$

 

7,735

 

 

$

 

 

 

$

 

343,528

 

 

$

 

 

 

$

 

343,825

 

 

$

 

8,823

 

 

$

 

 

 

$

 

352,648

 

Non-gaming

 

 

 

 

 

 

 

94,023

 

 

 

 

2,641

 

 

 

 

 

 

 

 

96,664

 

 

 

 

 

 

 

 

117,347

 

 

 

 

2,883

 

 

 

 

 

 

 

 

120,230

 

Net revenues

 

 

 

 

 

 

 

429,816

 

 

 

 

10,376

 

 

 

 

 

 

 

 

440,192

 

 

 

 

 

 

 

 

461,172

 

 

 

 

11,706

 

 

 

 

 

 

 

 

472,878

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

commissions

 

 

 

 

 

164,303

 

 

 

5,248

 

 

 

 

 

 

169,551

 

 

 

 

 

 

168,102

 

 

 

5,877

 

 

 

 

 

 

173,979

 

Non-gaming

 

 

 

 

 

 

 

63,975

 

 

 

 

712

 

 

 

 

 

 

 

 

64,687

 

 

 

 

 

 

 

 

75,445

 

 

 

 

920

 

 

 

 

 

 

 

 

76,365

 

Marketing and promotions

 

 

 

 

 

 

 

20,835

 

 

 

 

466

 

 

 

 

 

 

 

 

21,301

 

 

 

 

 

 

 

 

25,623

 

 

 

 

816

 

 

 

 

 

 

 

 

26,439

 

General and administrative

 

 

 

 

 

 

 

72,427

 

 

 

 

1,775

 

 

 

 

 

 

 

 

74,202

 

 

 

 

 

 

 

 

73,840

 

 

 

 

1,810

 

 

 

 

 

 

 

 

75,650

 

Corporate

 

 

 

10,294

 

 

 

 

322

 

 

 

 

953

 

 

 

 

 

 

 

 

11,569

 

 

 

 

7,865

 

 

 

 

(1,464

)

 

 

 

1,317

 

 

 

 

 

 

 

 

7,718

 

Impairment charges

 

 

 

 

 

 

 

9,815

 

 

 

 

 

 

 

 

 

 

 

 

9,815

 

Management fee

 

 

 

(5,137

)

 

 

 

5,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,666

)

 

 

 

7,366

 

 

 

 

300

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

772

 

 

 

 

30,601

 

 

 

 

161

 

 

 

 

 

 

 

 

31,534

 

 

 

 

303

 

 

 

 

28,675

 

 

 

 

144

 

 

 

 

 

 

 

 

29,122

 

Total operating expenses

 

 

 

5,929

 

 

 

 

367,415

 

 

 

 

9,315

 

 

 

 

 

 

 

 

382,659

 

 

 

 

502

 

 

 

 

377,587

 

 

 

 

11,184

 

 

 

 

 

 

 

 

389,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of asset or disposal of

property and equipment

 

 

 

 

 

 

(706

)

 

 

 

 

 

 

 

 

 

 

 

(706

)

Gain on sale of asset or disposal of

property and equipment

 

 

 

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Transaction expenses

 

 

(2,118

)

 

 

 

(430

)

 

 

 

 

 

 

 

 

 

 

 

(2,548

)

 

 

(455

)

 

 

 

(1,639

)

 

 

 

 

 

 

 

 

 

 

 

(2,094

)

Equity in loss of unconsolidated

affiliate

 

 

 

 

 

 

 

(85

)

 

 

 

 

 

 

 

 

 

 

 

(85

)

 

 

 

 

 

 

 

(23

)

 

 

 

 

 

 

 

 

 

 

 

(23

)

Operating (loss) income

 

 

 

(8,047

)

 

 

 

61,180

 

 

 

 

1,061

 

 

 

 

 

 

 

 

54,194

 

 

 

 

(957

)

 

 

 

81,927

 

 

 

 

522

 

 

 

 

 

 

 

 

81,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(24,432

)

 

 

 

(6,286

)

 

 

 

(533

)

 

 

 

 

 

 

 

(31,251

)

 

 

(22,583

)

 

 

 

(6,184

)

 

 

 

(416

)

 

 

 

 

 

 

 

(29,183

)

Loss on early retirement of debt, net

 

 

(10,030

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,030

)

Subsidiary income (loss)

 

 

 

43,305

 

 

 

 

 

 

 

 

 

 

 

 

(43,305

)

 

 

 

 

 

 

 

51,738

 

 

 

 

 

 

 

 

 

 

 

 

(51,738

)

 

 

 

 

Income (loss) before income

taxes

 

 

 

10,826

 

 

 

 

54,894

 

 

 

 

528

 

 

 

 

(43,305

)

 

 

 

22,943

 

(Loss) income before income

taxes

 

 

 

18,168

 

 

 

 

75,743

 

 

 

 

106

 

 

 

 

(51,738

)

 

 

 

42,279

 

Income tax benefit (provision)

 

 

 

10,029

 

 

 

 

(12,303

)

 

 

 

186

 

 

 

 

 

 

 

 

(2,088

)

 

 

 

11,519

 

 

 

 

(24,085

)

 

 

 

(26

)

 

 

 

 

 

 

 

(12,592

)

Net income (loss)

 

$

 

20,855

 

 

$

 

42,591

 

 

$

 

714

 

 

$

 

(43,305

)

 

$

 

20,855

 

Net (loss) income

 

$

 

29,687

 

 

$

 

51,658

 

 

$

 

80

 

 

$

 

(51,738

)

 

$

 

29,687

 


The consolidating condensed statement of operations for the threenine months ended March 31,September 30, 2018 is as follows:

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

   commissions

 

$

 

 

 

$

 

1,036,650

 

 

$

 

23,767

 

 

$

 

 

 

$

 

1,060,417

 

Non-gaming

 

 

 

10

 

 

 

 

316,216

 

 

 

 

7,604

 

 

 

 

 

 

 

 

323,830

 

Net revenues

 

 

 

10

 

 

 

 

1,352,866

 

 

 

 

31,371

 

 

 

 

 

 

 

 

1,384,247

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

   commissions

 

 

 

 

 

 

 

503,741

 

 

 

 

15,817

 

 

 

 

 

 

 

 

519,558

 

Non-gaming

 

 

 

 

 

 

 

198,113

 

 

 

 

2,022

 

 

 

 

 

 

 

 

200,135

 

Marketing and promotions

 

 

 

 

 

 

 

64,943

 

 

 

 

1,312

 

 

 

 

 

 

 

 

66,255

 

General and administrative

 

 

 

 

 

 

 

218,054

 

 

 

 

5,492

 

 

 

 

 

 

 

 

223,546

 

Corporate

 

 

 

30,148

 

 

 

 

751

 

 

 

 

2,119

 

 

 

 

 

 

 

 

33,018

 

Impairment charges

 

 

 

 

 

 

 

9,815

 

 

 

 

3,787

 

 

 

 

 

 

 

 

13,602

 

Management fee

 

 

 

(19,234

)

 

 

 

19,234

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

2,646

 

 

 

 

96,180

 

 

 

 

378

 

 

 

 

 

 

 

 

99,204

 

Total operating expenses

 

 

 

13,560

 

 

 

 

1,110,831

 

 

 

 

30,927

 

 

 

 

 

 

 

 

1,155,318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of asset or disposal of

   property and equipment

 

 

 

 

 

 

 

(386

)

 

 

 

(7

)

 

 

 

 

 

 

 

(393

)

Proceeds from terminated sale

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

Transaction expenses

 

 

 

(9,543

)

 

 

 

(500

)

 

 

 

 

 

 

 

 

 

 

 

(10,043

)

Equity in loss of unconsolidated

   affiliate

 

 

 

 

 

 

 

(116

)

 

 

 

 

 

 

 

 

 

 

 

(116

)

Operating (loss) income

 

 

 

(18,093

)

 

 

 

241,033

 

 

 

 

437

 

 

 

 

 

 

 

 

223,377

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

 

(75,827

)

 

 

 

(18,293

)

 

 

 

(2,459

)

 

 

 

 

 

 

 

(96,579

)

Loss on early retirement of debt, net

 

 

 

(162

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(162

)

Subsidiary income (loss)

 

 

 

164,940

 

 

 

 

 

 

 

 

 

 

 

 

(164,940

)

 

 

 

 

Income (loss) before income

   taxes

 

 

 

70,858

 

 

 

 

222,740

 

 

 

 

(2,022

)

 

 

 

(164,940

)

 

 

 

126,636

 

Income tax benefit (provision)

 

 

 

24,497

 

 

 

 

(56,519

)

 

 

 

741

 

 

 

 

 

 

 

 

(31,281

)

Net income (loss)

 

$

 

95,355

 

 

$

 

166,221

 

 

$

 

(1,281

)

 

$

 

(164,940

)

 

$

 

95,355

 


The consolidating condensed statement of operations for the nine months ended September 30, 2017 is as follows:

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

(in thousands, unaudited)

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

commissions

 

$

 

 

 

$

 

142,185

 

 

$

 

5

 

 

$

 

 

 

$

 

142,190

 

 

$

 

 

 

$

 

760,033

 

 

$

 

14,510

 

 

$

 

 

 

$

 

774,543

 

Non-gaming

 

 

 

 

 

 

 

60,145

 

 

 

 

58

 

 

 

 

 

 

 

 

60,203

 

 

 

 

 

 

 

 

271,515

 

 

 

 

4,839

 

 

 

 

 

 

 

 

276,354

 

Net revenues

 

 

 

 

 

 

 

202,330

 

 

 

 

63

 

 

 

 

 

 

 

 

202,393

 

 

 

 

 

 

 

 

1,031,548

 

 

 

 

19,349

 

 

 

 

 

 

 

 

1,050,897

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and pari-mutuel

commissions

 

 

 

 

 

81,188

 

 

 

 

 

 

 

 

 

81,188

 

 

 

 

 

 

389,182

 

 

 

9,722

 

 

 

 

 

 

398,904

 

Non-gaming

 

 

 

 

 

 

 

41,266

 

 

 

 

 

 

 

 

 

 

 

 

41,266

 

 

 

 

 

 

 

 

178,036

 

 

 

 

1,569

 

 

 

 

 

 

 

 

179,605

 

Marketing and promotions

 

 

 

 

 

 

 

10,125

 

 

 

 

4

 

 

 

 

 

 

 

 

10,129

 

 

 

 

 

 

 

 

56,641

 

 

 

 

1,458

 

 

 

 

 

 

 

 

58,099

 

General and administrative

 

 

 

 

 

 

 

31,800

 

 

 

 

 

 

 

 

 

 

 

 

31,800

 

 

 

 

 

 

 

 

165,279

 

 

 

 

3,060

 

 

 

 

 

 

 

 

168,339

 

Corporate

 

 

 

6,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,574

 

 

 

 

21,413

 

 

 

 

(1,791

)

 

 

 

2,112

 

 

 

 

 

 

 

 

21,734

 

Management fee

 

 

 

(6,574

)

 

 

 

6,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,214

)

 

 

 

20,714

 

 

 

 

500

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

149

 

 

 

 

15,455

 

 

 

 

 

 

 

 

 

 

 

 

15,604

 

 

 

 

635

 

 

 

 

68,767

 

 

 

 

233

 

 

 

 

 

 

 

 

69,635

 

Total operating expenses

 

 

 

149

 

 

 

 

186,408

 

 

 

 

4

 

 

 

 

 

 

 

 

186,561

 

 

 

 

834

 

 

 

 

876,828

 

 

 

 

18,654

 

 

 

 

 

 

 

 

896,316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of asset or disposal of

property and equipment

 

 

 

 

 

 

32

 

 

 

 

 

 

 

 

 

 

 

 

32

 

 

 

(21

)

 

 

 

(30

)

 

 

 

 

 

 

 

 

 

 

 

(51

)

Transaction expenses

 

 

(1,614

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,614

)

 

 

(69,628

)

 

 

 

(19,544

)

 

 

 

 

 

 

 

 

 

 

 

(89,172

)

Equity in loss of unconsolidated

affiliate

 

 

 

 

 

 

 

(222

)

 

 

 

 

 

 

 

 

 

 

 

(222

)

 

 

 

 

 

 

 

(305

)

 

 

 

 

 

 

 

 

 

 

 

(305

)

Operating (loss) income

 

 

 

(1,763

)

 

 

 

15,732

 

 

 

 

59

 

 

 

 

 

 

 

 

14,028

 

 

 

 

(70,483

)

 

 

 

134,841

 

 

 

 

695

 

 

 

 

 

 

 

 

65,053

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

(6,089

)

 

 

 

(6,581

)

 

 

 

 

 

 

 

 

 

 

 

(12,670

)

 

 

(49,576

)

 

 

 

(19,110

)

 

 

 

(694

)

 

 

 

 

 

 

 

(69,380

)

Loss on early retirement of debt, net

 

 

(37,347

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(37,347

)

Subsidiary income (loss)

 

 

 

9,255

 

 

 

 

 

 

 

 

 

 

 

 

(9,255

)

 

 

 

 

 

 

 

77,393

 

 

 

 

 

 

 

 

 

 

 

 

(77,393

)

 

 

 

 

Income (loss) before income

taxes

 

 

 

1,403

 

 

 

 

9,151

 

 

 

 

59

 

 

 

 

(9,255

)

 

 

 

1,358

 

Income tax (provision) benefit

 

 

 

(458

)

 

 

 

45

 

 

 

 

 

 

 

 

 

 

 

 

(413

)

Net income (loss)

 

$

 

945

 

 

$

 

9,196

 

 

$

 

59

 

 

$

 

(9,255

)

 

$

 

945

 

(Loss) income before income

taxes

 

 

 

(80,013

)

 

 

 

115,731

 

 

 

 

1

 

 

 

 

(77,393

)

 

 

 

(41,674

)

Income tax benefit (provision)

 

 

 

64,455

 

 

 

 

(38,405

)

 

 

 

66

 

 

 

 

 

 

 

 

26,116

 

Net (loss) income

 

$

 

(15,558

)

 

$

 

77,326

 

 

$

 

67

 

 

$

 

(77,393

)

 

$

 

(15,558

)

 


The consolidating condensed statement of cash flows for the threenine months ended March 31,September 30, 2018 is as follows:

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

(in thousands, unaudited)

 

 

(in thousands)

 

Net cash (used in) provided by

operating activities

 

$

 

(7,128

)

 

$

 

87,253

 

 

$

 

(2,118

)

 

$

 

 

 

$

 

78,007

 

 

$

 

(22,743

)

 

$

 

283,414

 

 

$

 

2,777

 

 

$

 

 

 

$

 

263,448

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment, net

 

 

 

(1,233

)

 

 

 

(19,011

)

 

 

 

(1,027

)

 

 

 

 

 

 

 

(21,271

)

 

 

 

(2,620

)

 

 

 

(85,384

)

 

 

 

(1,078

)

 

 

 

 

 

 

 

(89,082

)

Proceeds from sale of property and equipment

 

 

 

 

 

 

 

150

 

 

 

 

 

 

 

 

 

 

 

 

150

 

 

 

 

 

 

 

 

920

 

 

 

 

 

 

 

 

 

 

 

 

920

 

Net cash provided by (used in) investing

activities

 

 

 

(1,233

)

 

 

 

(18,861

)

 

 

 

(1,027

)

 

 

 

 

 

 

 

(21,121

)

Cash (used in) provided by business

combinations

 

 

 

(328,925

)

 

 

 

22,651

 

 

 

 

 

 

 

 

 

 

 

 

(306,274

)

Investment in and loans to unconsolidated

affiliate

 

 

 

 

 

 

 

(698

)

 

 

 

 

 

 

 

 

 

 

 

(698

)

Net cash used in investing activities

 

 

 

(331,545

)

 

 

 

(62,511

)

 

 

 

(1,078

)

 

 

 

 

 

 

 

(395,134

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of 6% Senior Notes

due 2026

 

 

 

 

 

 

 

 

 

 

 

600,000

 

 

 

 

 

 

 

 

600,000

 

Borrowings under Revolving Credit Facility

 

 

 

215,358

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

215,358

 

Payments under Revolving Credit Facility

 

 

 

(35,358

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(35,358

)

Net proceeds from (payments to) related

parties

 

 

 

62,560

 

 

 

 

(66,660

)

 

 

 

4,100

 

 

 

 

 

 

 

 

 

 

 

 

208,772

 

 

 

 

(215,048

)

 

 

 

6,276

 

 

 

 

 

 

 

 

 

Payment of other long-term obligation

 

 

 

(22

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22

)

Payments on capital leases

 

 

 

 

 

 

 

(78

)

 

 

 

(70

)

 

 

 

 

 

 

 

(148

)

Payments on other long-term payables

 

 

 

(67

)

 

 

 

(217

)

 

 

 

(217

)

 

 

 

 

 

 

 

(501

)

Debt issuance costs

 

 

 

(304

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(304

)

 

 

 

(5,401

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,401

)

Taxes paid related to net share settlement

of equity awards

 

 

 

(7,502

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,502

)

 

 

 

(10,601

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,601

)

Proceeds from exercise of stock options

 

 

 

154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

154

 

Net cash provided by (used in)

financing activities

 

 

 

54,732

 

 

 

 

(66,738

)

 

 

 

4,030

 

 

 

 

 

 

 

 

(7,976

)

 

 

 

372,857

 

 

 

 

(215,265

)

 

 

 

606,059

 

 

 

 

 

 

 

 

763,651

 

INCREASE IN CASH, CASH

EQUIVALENTS AND

RESTRICTED CASH

 

 

 

46,371

 

 

 

 

1,654

 

 

 

 

885

 

 

 

 

 

 

 

 

48,910

 

CASH, CASH EQUIVALENTS AND

RESTRICTED CASH, BEGINNING OF

YEAR

 

 

 

13,836

 

 

 

 

118,483

 

 

 

 

15,430

 

 

 

 

 

 

 

 

147,749

 

CASH, CASH EQUIVALENTS AND

RESTRICTED CASH, END OF PERIOD

 

$

 

60,207

 

 

$

 

120,137

 

 

$

 

16,315

 

 

$

 

 

 

$

 

196,659

 

Increase in cash, cash equivalents and

restricted cash

 

 

 

18,569

 

 

 

 

5,638

 

 

 

 

607,758

 

 

 

 

 

 

 

 

631,965

 

Cash, cash equivalents and restricted

cash, beginning of period

 

 

 

13,837

 

 

 

 

118,483

 

 

 

 

15,429

 

 

 

 

 

 

 

 

147,749

 

Cash, cash equivalents and restricted

cash, end of period

 

$

 

32,406

 

 

$

 

124,121

 

 

$

 

623,187

 

 

$

 

 

 

$

 

779,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED

CONSOLIDATED BALANCE SHEETS:

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED

CONSOLIDATED BALANCE SHEETS:

 

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED

CONSOLIDATED BALANCE SHEETS:

 

Cash and cash equivalents

 

$

 

59,490

 

 

$

 

116,394

 

 

$

 

7,254

 

 

$

 

 

 

$

 

183,138

 

 

$

 

31,688

 

 

$

 

122,451

 

 

 

9,947

 

 

$

 

 

 

$

 

164,086

 

Restricted cash

 

 

 

717

 

 

 

2,743

 

 

 

199

 

 

 

 

 

 

3,659

 

 

 

 

718

 

 

 

670

 

 

 

234

 

 

 

 

 

 

1,622

 

Restricted cash included in other noncurrent

assets

 

 

 

 

 

 

 

1,000

 

 

 

 

8,862

 

 

 

 

 

 

 

 

9,862

 

TOTAL CASH, CASH EQUIVALENTS

AND RESTRICTED CASH

 

$

 

60,207

 

 

$

 

120,137

 

 

$

 

16,315

 

 

$

 

 

 

$

 

196,659

 

Restricted and escrow cash included in other

noncurrent assets

 

 

 

 

 

 

 

1,000

 

 

 

 

613,006

 

 

 

 

 

 

 

 

614,006

 

Total cash, cash equivalents and restricted

cash

 

$

 

32,406

 

 

$

 

124,121

 

 

$

 

623,187

 

 

$

 

 

 

$

 

779,714

 

 


The consolidating condensed statement of cash flows for the threenine months ended March 31,September 30, 2017 is as follows:

 

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

 

(in thousands, unaudited)

 

Net cash (used in) provided by

   operating activities

 

$

 

(2,768

)

 

$

 

7,862

 

 

$

 

89

 

 

$

 

 

 

$

 

5,183

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment, net

 

 

 

(151

)

 

 

 

(6,055

)

 

 

 

 

 

 

 

 

 

 

 

(6,206

)

Proceeds from sale of property and

   equipment

 

 

 

 

 

 

 

32

 

 

 

 

 

 

 

 

 

 

 

 

32

 

(Decrease) increase in other assets, net

 

 

 

(565

)

 

 

 

417

 

 

 

 

 

 

 

 

 

 

 

 

(148

)

Cash escrow related to acquisition

 

 

 

(376,750

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(376,750

)

Net cash used in investing activities

 

 

 

(377,466

)

 

 

 

(5,606

)

 

 

 

 

 

 

 

 

 

 

 

(383,072

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of 6% Senior Notes

 

 

 

375,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

375,000

 

Payments under Term Loan

 

 

 

(1,063

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,063

)

Borrowings under Prior Revolving Credit

   Facility

 

 

 

23,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

23,000

 

Payments under Prior Revolving Credit

   Facility

 

 

 

(29,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(29,000

)

Principal payments on capital leases

 

 

 

 

 

 

 

(94

)

 

 

 

 

 

 

 

 

 

 

 

(94

)

Debt issuance costs

 

 

 

(7,016

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,016

)

Net proceeds from (payments to)

   related parties

 

 

 

18,746

 

 

 

 

(18,634

)

 

 

 

(112

)

 

 

 

 

 

 

 

 

Taxes paid related to net share settlement

   of equity awards

 

 

 

(179

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(179

)

Proceeds from exercise of stock options

 

 

 

434

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

434

 

Net cash provided by (used in)

   financing activities

 

 

 

379,922

 

 

 

 

(18,728

)

 

 

 

(112

)

 

 

 

 

 

 

 

361,082

 

INCREASE IN CASH, CASH

   EQUIVALENTS AND

   RESTRICTED CASH

 

 

 

(312

)

 

 

 

(16,472

)

 

 

 

(23

)

 

 

 

 

 

 

 

(16,807

)

CASH, CASH EQUIVALENTS AND

   RESTRICTED CASH, BEGINNING OF

   YEAR

 

 

 

1,409

 

 

 

 

61,702

 

 

 

 

332

 

 

 

 

 

 

 

 

63,443

 

CASH, CASH EQUIVALENTS AND

   RESTRICTED CASH, END OF PERIOD

 

$

 

1,097

 

 

$

 

45,230

 

 

$

 

309

 

 

$

 

 

 

$

 

46,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED

   CONSOLIDATED BALANCE SHEETS:

 

Cash and cash equivalents

 

$

 

419

 

 

$

 

43,846

 

 

$

 

309

 

 

$

 

 

 

$

 

44,574

 

Restricted cash

 

 

 

678

 

 

 

 

1,384

 

 

 

 

 

 

 

 

 

 

 

 

2,062

 

TOTAL CASH, CASH EQUIVALENTS

   AND RESTRICTED CASH

 

$

 

1,097

 

 

$

 

45,230

 

 

$

 

309

 

 

$

 

 

 

$

 

46,636

 

 

 

Eldorado

Resorts, Inc.

(Parent Obligor)

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Consolidating

and Eliminating

Entries

 

 

Eldorado

Resorts, Inc.

Consolidated

 

 

 

(in thousands)

 

Net cash (used in) provided by

   operating activities

 

$

 

(64,274

)

 

$

 

131,253

 

 

$

 

4,652

 

 

$

 

 

 

$

 

71,631

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment, net

 

 

 

(4,128

)

 

 

 

(48,439

)

 

 

 

(363

)

 

 

 

 

 

 

 

(52,930

)

Cash (used in) provided by business

   combinations

 

 

 

(1,355,371

)

 

 

 

37,103

 

 

 

 

5,216

 

 

 

 

 

 

 

 

(1,313,052

)

Net cash used in investing activities

 

 

 

(1,359,499

)

 

 

 

(11,336

)

 

 

 

4,853

 

 

 

 

 

 

 

 

(1,365,982

)

FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of Term Loan

 

 

 

1,450,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,450,000

 

Proceeds from issuance of 6% Senior Notes

   Due 2025

 

 

 

875,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

875,000

 

Borrowings under Revolving Credit

   Facility

 

 

 

207,953

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

207,953

 

Payments under Term Loan

 

 

 

(866,750

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(866,750

)

Payments under Revolving Credit Facility

 

 

 

(236,953

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(236,953

)

Net (payments to) proceeds from related

   parties

 

 

 

41,526

 

 

 

 

(46,694

)

 

 

 

5,168

 

 

 

 

 

 

 

 

 

Debt premium proceeds

 

 

 

27,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,500

 

Payments on other long-term payables

 

 

 

(23

)

 

 

 

(242

)

 

 

 

(105

)

 

 

 

 

 

 

 

(370

)

Debt issuance costs

 

 

 

(51,338

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(51,338

)

Taxes paid related to net share settlement of

   equity awards

 

 

 

(10,927

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,927

)

Proceeds from exercise of stock options

 

 

 

2,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,900

 

Net cash provided by (used in)

   financing activities

 

 

 

1,438,888

 

 

 

 

(46,936

)

 

 

 

5,063

 

 

 

 

 

 

 

 

1,397,015

 

Increase in cash, cash equivalents and

   restricted cash

 

 

 

15,115

 

 

 

 

72,981

 

 

 

 

14,568

 

 

 

 

 

 

 

 

102,664

 

Cash, cash equivalents and restricted

   cash, beginning of period

 

 

 

1,410

 

 

 

 

61,702

 

 

 

 

332

 

 

 

 

 

 

 

 

63,444

 

Cash, cash equivalents and restricted

   cash, end of period

 

$

 

16,525

 

 

$

 

134,683

 

 

$

 

14,900

 

 

$

 

 

 

$

 

166,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED

   CONSOLIDATED BALANCE SHEETS:

 

Cash and cash equivalents

 

$

 

15,775

 

 

$

 

113,302

 

 

$

 

5,826

 

 

$

 

 

 

$

 

134,903

 

Restricted cash

 

 

 

750

 

 

 

 

20,381

 

 

 

 

177

 

 

 

 

 

 

 

 

21,308

 

Restricted cash included in other noncurrent

   assets

 

 

 

 

 

 

 

1,000

 

 

 

 

8,897

 

 

 

 

 

 

 

 

9,897

 

Total cash, cash equivalents and restricted

   cash

 

$

 

16,525

 

 

$

 

134,683

 

 

$

 

14,900

 

 

$

 

 

 

$

 

166,108

 

 

Note 15. Pending Acquisitions

On April 16, 2018, the Company announced that it entered into a definitive agreement to acquire the Grand Victoria Casino in Elgin, Illinois for $327.5 million in cash, subject to a customary working capital adjustment (the “Grand Victoria Acquisition”). The Company intends to fund the consideration payable in the Grand Victoria Acquisition using cash from currently pending asset sales, cash from ongoing operations and borrowings under its revolving credit facility.


Also on April 16, 2018, the Company announced that it entered into a definitive agreement to acquire Tropicana Entertainment Inc. (“Tropicana”) in a cash transaction that is valued at $1.85 billion. The definitive agreement provides that Gaming and Leisure Properties (“GLPI”) will pay $1.21 billion, excluding taxes and expenses, for substantially all of Tropicana’s real estate, will enter into a master lease with the Company for the acquired real estate, and the Company will fund the remaining $640 million of cash consideration payable in the acquisition (the “Tropicana Acquisition” and, together with the Elgin Acquisition, the “Acquisitions”). Pursuant to the transaction, GLPI is expected to acquire the real estate associated with the Tropicana property portfolio, except the MontBleu Casino Resort & Spa in South Lake Tahoe and the Tropicana Aruba Resort and Casino. Following the acquisition of the real estate portfolio by GLPI, the Company will enter into a triple net master lease for the acquired properties with an initial term of 15 years, with renewals of up to 20 years at the Company’s option. The initial annual rent under the terms of the lease is expected to be approximately $110 million. Tropicana intends to dispose of Tropicana Aruba Resort and Casino prior to closing.

The Company intends to fund the consideration of approximately $640 million payable by the Company in the Tropicana Acquisition and repay debt outstanding under Tropicana’s credit facility with cash generated from our current operations, proceeds from pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing and $600 million of committed debt financing. In addition, the Company has obtained commitments to increase its revolving credit facility from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition and expects to extend the maturity of the revolving credit facility to five years following the consummation of the Tropicana Acquisition.

The Acquisitions are expected to close in the fourth quarter of 2018, subject to satisfaction of customary closing conditions including receipt of required regulatory approvals and termination of the waiting period under the Hart-Scott-Rodino Act.

Transaction expenses attributed to the Grand Victoria Acquisition and the Tropicana Acquisition totaled $0.6 million and $1.0 million, respectively, for the three months ended March 31, 2018. As of March 31, 2018, $0.4 million and $0.8 million of accrued costs and expenses related to the Grand Victoria Acquisition and Tropicana Acquisition, respectively, are included in accrued other liabilities.


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion together with the financial statements, including the related notes and the other financial information, contained in this Quarterly Report on Form 10-Q.

Eldorado Resorts, Inc., a Nevada corporation, is referred to as the “Company,” “ERI,” or the “Registrant,” and together with its subsidiaries may also be referred to as “we,” “us” or “our.”

Overview

We are a geographically diversified gaming and hospitality company owningthat owned and operating 20operated 21 gaming facilities in 10 states.11 states as of September 30, 2018. Our properties, which are located in Ohio, Louisiana, Nevada, Pennsylvania, West Virginia, Colorado, Florida, Iowa, Illinois, Mississippi and Missouri, feature approximately 21,000 slot machines and video lottery terminals, approximately 600 table games and over 7,000 hotel rooms.rooms as of September 30, 2018. Our primary source of revenue is generated by gaming operations and we utilize our hotels, restaurants, bars, entertainment, racing, retail shops and other services to attract customers to our properties.

We were founded in 1973 by the Carano Family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, we partnered with MGM Resorts International on the Silver Legacy Resort Casino, the first mega-themed resort in Reno. In 2005, we acquired our first property outside of Reno when we acquired a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, we merged with MTR Gaming Group, Inc. and acquired its three gaming and racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, we acquired Circus Circus Reno and the 50% membership interest in the Silver Legacy that was owned by MGM Resorts International. On May 1, 2017, we completed our most recent – and largest acquisition to date when we acquired Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding another 13 gaming properties to our portfolio.

We ownOn August 7, 2018, the Company completed its previously announced acquisition of the outstanding partnership interests of Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino, an Illinois partnership (“Elgin”), the owner of Grand Victoria Casino, located in Elgin, Illinois (the “Elgin Acquisition”).

As of September 30, 2018, ERI owned and operateoperated the following properties:

Eldorado Resort Casino Reno (Eldorado Reno)A 814-room hotel, casino and entertainment facility connected via an enclosed skywalk to Silver Legacy and Circus Reno located in downtown Reno, Nevada that includes 1,1251,128 slot machines and 4636 table games;

Silver Legacy Resort Casino (Silver Legacy)A 1,711-room1,685-room themed hotel and casino connected via an enclosed skywalk to Eldorado Reno and Circus Reno that includes 1,1871,208 slot machines, 6358 table games and a 13 table poker room;

Circus Circus Reno (Circus Reno)A 1,571-room hotel-casino and entertainment complex connected via an enclosed skywalk to Eldorado Reno and Silver Legacy that includes 712706 slot machines and 24 table games;

Eldorado Resort Casino Shreveport (Eldorado Shreveport)A 403-room, all suite art deco-style hotel and tri-level riverboat dockside casino situated on the Red River in Shreveport, Louisiana that includes 1,3971,388 slot machines, 52 table games and an eight table poker room;

Mountaineer Casino, Racetrack & Resort (Mountaineer)A 357-room hotel, casino, entertainment and live thoroughbred horse racing facility located on the Ohio River at the northern tip of West Virginias northwestern panhandle that includes 1,5081,487 slot machines and 36 table games, including a 10 table poker room;

Presque Isle Downs & Casino (Presque Isle Downs)A casino and live thoroughbred horse racing facility with 1,5931,596 slot machines, 3332 table games and a seven table poker room located in Erie, Pennsylvania;

Eldorado Gaming Scioto Downs (Scioto Downs)A modern racino offering 2,2452,237 video lottery terminals (“VLTs”), harness racing and a 118-room third party hotel connected to Scioto Downs located 15 minutes from downtown Columbus, Ohio;

Isle Casino HotelBlack Hawk (“Isle Black Hawk”)A land-based casino on an approximately 10-acre site in Black Hawk, Colorado that includes 1,0261,005 slot machines, 2730 table games, a nine table poker room and a 238-room hotel;

Lady Luck CasinoBlack Hawk (“Lady Luck Black Hawk”)A land-based casino across the intersection from Isle Casino Hotel in Black Hawk, Colorado, that includes 452 slot machines, 10 table games, five poker tables and a 164-room hotel with a parking structure connecting Isle Casino Hotel-Black Hawk and Lady Luck Casino-Black Hawk;


 

IsleLady Luck Casino Racing Pompano ParkBlack Hawk (“Pompano”Lady Luck Black Hawk”)A land-based casino and harness racing track on an approximately 223-acre owned siteacross the intersection from Isle Casino Hotel in Pompano Beach, Florida,Black Hawk Colorado, that includes 1,455472 slot machines, eleven table games and a 45 table poker room. In April 2018, we announced the formation of164-room hotel with a joint venture with the Cordish Companies to master planparking structure connecting Isle Casino Hotel-Black Hawk and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack;Lady Luck Casino-Black Hawk;

Isle Casino Racing Pompano Park (“Pompano”)A casino and harness racing track on an approximately 223-acre owned site in Pompano Beach, Florida that includes 1,461 slot machines and a 45 table poker room. In April 2018, the Company announced the formation of a joint venture with the Cordish Companies to master plan and develop a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the casino and racetrack;

Isle Casino Bettendorf (“Bettendorf”)A land-based single-level casino located off Interstate 74 in Bettendorf, Iowa that includes 978974 slot machines and 20 table games with two hotel towers with 509 hotel rooms;

Isle Casino Waterloo (“Waterloo”)A single-level land-based casino in Waterloo, Iowa that includes 940936 slot machines, 25 table games, and a 194-room hotel;

Isle of Capri Casino Hotel Lake Charles (“Lake Charles”)A gaming vessel on an approximately 19 acre site in Lake Charles, Louisiana, with 1,173 slot machines, 4745 table games, including 13 poker tables, and two hotels offering 493 rooms;

Isle of Capri Casino Lula (“Lula”)Two dockside casinos in Lula, Mississippi with 875871 slot machines and 2019 table games, two on-site hotels with a total of 486 rooms and a 28-space RV Park;

Lady Luck Casino Vicksburg (“Vicksburg”)A dockside casino in Vicksburg, Mississippi that includes 616603 slot machines, nineeight table games and a hotel with a total of 89 rooms;

Isle of Capri Casino Boonville (“Boonville”)A single-level dockside casino in Boonville, Missouri that includes 893885 slot machines, 20 table games and a 140-room hotel;

Isle Casino Cape Girardeau (“Cape Girardeau”)A dockside casino and pavilion and entertainment center in Cape Girardeau, Missouri that includes 872870 slot machines and 24 table games, including four poker tables;

Lady Luck Casino Caruthersville (“Caruthersville”)—A riverboat casino located along the Mississippi River in Caruthersville, Missouri that includes 516512 slot machines and nine table games;

Isle of Capri Casino Kansas City (“Kansas City”)A dockside casino located close to downtown Kansas City, Missouri offering 966969 slot machines and 1813 table games; and

Lady Luck Casino Nemacolin (“Nemacolin”)A casino property located on the 2,000-acre Nemacolin Woodlands Resort in Western Pennsylvania that includes 600 slot machines and 2827 table games.

Grand Victoria Casino (“Elgin”)A riverboat casino 40 miles west of downtown Chicago along the banks of the Fox River in Elgin, Illinois that includes 1,088 slot machines, 30 table games and 12 poker tables

In addition, Scioto Downs, through its subsidiary RacelineBet, Inc., also operates Racelinebet.com, a national account wagering service that offers online and telephone wagering on horse races as a marketing affiliate of TwinSpires.com, an affiliate of Churchill Downs Incorporated.


Pending The Company has entered into definitive agreements to sell Presque Isle Downs and Lady Luck Nemacolin.

Acquisitions and Mergers

Grand Victoria Casino

On April 16,August 7, 2018, we completed our previously announced that we entered into a definitive agreement to acquireacquisition of the Grand Victoria Casino in Elgin, IllinoisIllinois. We purchased Elgin for $327.5 million in cash. We intend to fund the proposed transaction using cash from pending asset sales, cash from ongoing operations and borrowings under our revolving credit facility. The transaction is expected to close in the fourth quarter of 2018,an estimated $1.4 working capital adjustment subject to regulatory approvals and other customary closing conditions and is subject to a customary working capital adjustment.finalization within 100 days of the Elgin Acquisition date.


Tropicana Entertainment Inc.

Also onOn April 16,15, 2018 wethe Company announced that weit entered into a definitive agreement to acquire Tropicana Entertainment Inc. (“Tropicana”) in a cash transaction that is valued at $1.85 billion. The definitive agreement provides thatAt the closing of the transaction on October 1, 2018, a subsidiary of the Company merged into Tropicana and Tropicana became a wholly owned subsidiary of the Company. Immediately prior to the merger, Tropicana sold Tropicana Aruba Resort and Casino and Gaming and Leisure Properties will pay $1.21 billion, excluding taxes and expenses, for(“GLPI”) acquired substantially all of Tropicana’s real estate, and enter into a master lease with us for the acquired real estate and that we will fund the remaining $640 million of cash consideration payable in the acquisition. Pursuant to the transaction, Gaming and Leisure Properties is expected to acquireother than the real estate associated with the Tropicana property portfolio, except theunderlying MontBleu Casino Resort & Spa in South Lake Tahoeand Lumière Place Casino and Hotel (“Lumière Place”), for approximately $964 million and the Company acquired the real estate underlying Lumière Place for $246 million. The Company also entered into a 15-year master lease with GLPI pursuant to which the Company will lease the Tropicana Aruba Resortreal estate acquired by GLPI. The Company funded the purchase of the real estate underlying Lumière Place with the proceeds of a $246 million loan from GLPI and Casino. funded the $640 million of consideration payable by the Company and the repayment of amounts outstanding under the Tropicana credit facility with cash on hand at the Company and Tropicana, borrowings under the Company’s revolving credit facility and proceeds from the Company’s offering of $600 million of 6% senior notes due 2026. In addition, the Company’s borrowing capacity on its revolving credit facility increased from $300 million to $500 million effective October 1, 2018 and the maturity of the revolving credit facility was extended to October 1, 2023.                                                                                                                                                                    

Transaction expenses related to the Tropicana Acquisition for the three and nine months ended September 30, 2018 totaled $2.0 million and $5.5 million, respectively. As of September 30, 2018, $1.2 million of accrued costs and expenses related to the Tropicana Acquisition are included in accrued other liabilities.

Following the acquisition of the real estate portfolio by Gaming and Leisure Properties, we will enterGLPI, the Company entered into a triple net master lease for the Tropicana properties acquired propertiesby GLPI with an initial term of 15 years, with renewals of up to 20 years at our option.the Company’s option (“Master Lease”). Under the Master Lease, the Company is required to pay the following, among other things: lease payments to the underlying ground lessor for properties that are subject to ground leases, facility maintenance costs, all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor and all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties). The initial annual rent under the terms of the lease is expected to be approximately $110$87.6 million. Tropicana intendsThe Company does not have the ability to dispose of Tropicana Aruba Resort and Casinoterminate the obligations under the Master Lease prior to closing.its expiration without GLPI’s consent.

We intendLumière Loan

In connection with the purchase of the real estate related to Lumière Place, GLPI,  Tropicana St. Louis RE LLC, a wholly-owned subsidiary of the Company (“Tropicana St. Louis RE”), and the Company entered into a loan agreement, dated as of October 1, 2018 (the “Lumière Loan”), relating to a loan of $246 million by GLPI to Tropicana St. Louis RE to fund the entire purchase price of the real estate underlying Lumière Place and a guaranty by the Company of the amounts owed by Tropicana St. Louis RE. The Lumière Loan bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% until October 1, 2020, and matures on October 1, 2020. The Lumière Loan is secured by a first priority mortgage on the Lumière Real Property until October 1, 2019. In connection with the issuance of the Lumière Loan, the Company agreed to use its commercially reasonable efforts to transfer one or more of the Grand Victoria Casino, Isle Casino Bettendorf, Isle Casino Hotel Waterloo, Isle of Capri Lula, Lady Luck Casino Vicksburg and Mountaineer Casino, Racetrack and Resort or such other property or properties mutually acceptable to Tropicana St. Louis RE and GLPI, provided that the aggregate value of such property, individually or collectively, is at least $246 million (the “Replacement Property”), to GLPI with a simultaneous leaseback to the Company of such Replacement Property.  In connection with such Replacement Property sale, (i) the Company and GLPI will enter into an amendment to the Master Lease to revise the economic terms to include the Replacement Property, (ii) GLPI, or one of its affiliates, will assume the Lumière Loan and Tropicana St. Louis RE’s obligations under the Lumière Loan in consideration of approximately $640 million payable by usthe acquisition of the Replacement Property and the obligations of Tropicana St. Louis RE and the Company under the Lumière Loan will be deemed to have been satisfied, (iii) the Lumière Real Property will be released from the lien placed on it in connection with the Lumière Loan (if such lien has not yet been released in accordance with the terms of the Lumière Loan) and (iv) in the event the value of the Replacement Property is greater than the outstanding obligations of Tropicana St. Louis RE under the Lumière Loan, GLPI will pay Tropicana St. Louis RE the difference between the value of the Replacement Property and the amount of outstanding obligations under the Lumière Loan. If such Replacement Property transaction is not consummated prior to the maturity date of the Lumière Loan, other than as a result of certain failures to perform by GLPI, then the amounts outstanding will be paid in full and repay debt outstandingthe rent under Tropicana’s credit facility with cash generated from our current operations, proceeds from pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing and $600 million of committed debt financing. In addition,the Master Lease will automatically increase, subject to certain escalations.


William Hill

On September 5, 2018 the Company has obtained commitmentsannounced that it had entered into a definitive agreement pursuant to increasewhich, subject to receipt of all necessary regulatory approvals, William Hill US will become the Company’s exclusive sports betting operator for a period of 25 years at its revolving credit facility from $300 millionproperties in jurisdictions where sports betting is legal. The Company will also work with William Hill US to $500 million effective atleverage its licenses to operate mobile and online sports wagering operations in the timeUnited States. At the closing of the consummationtransactions contemplated by the agreement, the Company will receive a 20% equity stake in William Hill US as well as ordinary shares of William Hill PLC (LON: WMH) with a value of $50.0 million (based on the 60 day volume-weighted average trading price of William Hill PLC shares ending on September 4, 2018). Pursuant to the terms of the Tropicana transaction and expectsagreement, the Company will have the opportunity to extend the maturitysell its equity in William Hill US following a public offering of William Hill US or through a conversion of the revolving credit facility20% equity stake to William Hill PLC shares or cash at William Hill’s discretion after five years followingyears. The transaction is expected to close in the consummationfirst quarter of the Tropicana transaction.2019.

Pending Dispositions

On February 28, 2018, wethe Company entered into definitive agreements to sell substantially all of the assets and liabilities of Presque Isle Downs and Vicksburg to Churchill Downs Incorporated.Incorporated (“CDI”). Under the terms of the agreements, Churchill Downs Incorporated. willCDI 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. Additionally,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 relateddue to Vicksburg.the carrying value exceeding the estimated net sales proceeds.

Both transactions areThe 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 (“FTC”) in connection with the FTC’sits review of the Vicksburg acquisition. The Second Request was issued under

On July 6, 2018, in consideration of the Hart-Scott-Rodino Act. Issuance oftime and expense needed to reply to the Second Request, extends the waiting period under the Hart-Scott-Rodino Act until 30 days after the Company and CDI have substantially complied with the Second Request, unless the waiting period is extended voluntarily byentered into a termination agreement and release pursuant to which the parties or terminated earlier byagreed to terminate the FTC.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.  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 continueagreed to cooperate fully withpurchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

As a result of the FTC in its review. The Dispositionsagreement to sell Nemacolin, an impairment charge of $3.8 million for the three and nine months ended September 30, 2018 was recorded due to the carrying of the net property and equipment being sold exceeding the estimated net sales proceeds.

Both transactions are expected to close in the third or fourth quarter of 2018 or first quarter of 2019, subject to satisfaction of closing conditions, (including terminationincluding receipt of the waiting period under the Hart-Scott-Rodino Act and, 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.Pennsylvania regulatory approvals.


Reportable Segments

The following table sets forth, for the period indicated, certain operating data for our reportable segments. The executive decision maker of our Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of our casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the Isle Acquisition,As of June 30, 2018, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in four geographic regions and reportable segments. Due to the Elgin Acquisition and Tropicana Acquisition, a fifth segment, Central, has been added in the third quarter of 2018. The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate. The previously reportedThese segments Nevada, Louisiana, and Eastern, are now included in the West, South, and East segments, respectively, whichas of September 30, 2018 are summarized as follows, along with the Midwest segment.follows:


 

Segment

 

Property

 

State

West

 

Eldorado Reno

 

Nevada

 

 

Silver Legacy

 

Nevada

 

 

Circus Reno

 

Nevada

 

 

Isle Black Hawk

 

Colorado

 

 

Lady Luck Black Hawk

 

Colorado

 

 

 

 

 

Midwest

 

Waterloo

 

Iowa

 

 

Bettendorf

 

Iowa

 

 

Boonville

 

Missouri

 

 

Cape Girardeau

 

Missouri

 

 

Caruthersville

 

Missouri

 

 

Kansas City

 

Missouri

 

 

 

 

 

South

 

Pompano

 

Florida

 

 

Eldorado Shreveport

 

Louisiana

 

 

Lake Charles

 

Louisiana

 

 

Lula

 

Mississippi

 

 

Vicksburg

 

Mississippi

 

 

 

 

 

East

 

Presque Isle Downs

 

Pennsylvania

 

 

Nemacolin

 

Pennsylvania

 

 

Scioto Downs

 

Ohio

 

 

Mountaineer

 

West Virginia

Central

Elgin

Illinois

 

Presentation of Financial Information

The financial information included in this Item 2 for periods prior to our acquisitionacquisitions of Isle and Elgin are those of ERI and its subsidiaries. The presentation of information herein for periods prior to our acquisitionacquisitions of Isle and Elgin and after our acquisitionacquisitions of Isle and Elgin are not fully comparable because the results of operations for Isle and Elgin are not included for periods prior to our acquisitionacquisitions of Isle.Isle and Elgin.

Key Performance Metrics

Our primary source of revenue is generated by our gaming operations, but we use our hotels, restaurants, bars, entertainment, retail shops, racing and other services to attract customers to our properties. Our operating results are highly dependent on the volume of customers visiting and staying at our properties. Key performance metrics include volume indicators such as table games drop and slot handle, which refer to amounts wagered by our customers. The amount of volume we retain, which is not fully controllable by us, is recognized as casino revenues and is referred to as our win or hold. In addition, hotel occupancy and price per room designated by average daily rate (“ADR”) are key indicators for our hotel business. Our calculation of ADR consists of the average price of occupied rooms per day including the impact of resort fees and complimentary rooms. Complimentary room rates are determined based on an analysis of retail or cash rates for each customer segment and each type of room product to estimate complimentary rates which are consistent with retail rates. Complimentary rates are reviewed at least annually and on an interim basis if there are significant changes in market conditions. Complimentary rooms are treated as occupied rooms in our calculation of hotel occupancy.


Significant Factors Impacting Financial Results

The following summary highlights the significant factors impacting our financial results for the three and nine months ended March 31,September 30, 2018 and 2017.

Isle Acquisition Our results of operations for the threenine months ended March 31,September 30, 2018 include incremental revenues and expenses attributable to the thirteen13 properties we acquired in our acquisition of Isle.


Isle on May 1, 2017. Transaction expenses related to our acquisition of Isle for legal, accounting, financial advisory services, severance, stock awards and other costs totaled $1.0$1.2 million for nine months ended September 30, 2018 and $2.1 million and $1.6$89.2 million for the three and nine months ended March 31, 2018 andSeptember 30, 2017, respectively.

Pending AcquisitionsTransaction expenses related to our pending acquisitions of Grand Victoria Casino and Tropicana Entertainment Inc. totaled $0.6 million and $1.0 million, respectively, for the three months ended March 31, 2018.

Pending Dispositions – The sales ofPresque Isle Downs and Vicksburg met the requirements for presentation as assets held for sale under generally accepted accounting principles. However, they did not meet the requirements for presentation as discontinued operations and are included in income from continuing operations for the three months ended March 31, 2018. Based on the triggering event, we recorded an impairment charge for the three months ended March 31, 2018 totaling $9.8 million related to our Vicksburg property.

Lake Charles Terminated SaleOn August 22, 2016, Isle entered into an agreement to sell its casino and hotel property in Lake Charles, Louisiana, for $134.5 million, subject to a customary purchase price adjustment, to an affiliate of Laguna Development Corporation, a Pueblo of Laguna-owned business based in Albuquerque, New Mexico. On November 21, 2017, we terminated the agreement. The closing of the transaction was subject to certain closing conditions, including obtaining certain gaming approvals, and was to occur on or before the termination date, which had been extended by the parties to November 20, 2017. The buyer did not obtain the required gaming approvals prior to the termination date, and pursuant to the terms of the agreement, and the $20.0 million deposit was forfeited upon termination of the agreement.agreement and recorded as operating income in the fourth quarter of 2017.

In previous periods, the operations of Lake Charles have beenwere classified as discontinued operations and as an asset held for sale. As a result of the termination of the sale, Lake Charles is no longer classified as an asset held for sale and as discontinued operations, and is included in our results of operations for the three and nine months ended March 31, 2018.September 30, 2018 and 2017.

Income TaxesElgin Acquisition – Our results of operations for three and nine months ended September 30, 2018 include incremental revenues and expenses for the period of August 7, 2018 through September 30, 2018 attributable to Elgin. Transaction expenses related to our acquisition of Elgin totaled $2.1 million and $3.4 million, respectively, for the three and nine months ended September 30, 2018

Tropicana Financing and Acquisition On December 22, 2017,September 20, 2018 we issued $600 million aggregate principal amount of 6.0% senior notes due 2026. The proceeds from the U.S. government enacted comprehensive tax legislation commonly referrednotes were used to asfund the Tax CutsTropicana Acquisition which closed on October 1, 2018. We incurred $1.1 million of interest expense on these notes in the three months ended September 30, 2018 and Jobs Act (the “Tax Act”).expect to incur $9.0 million of interest expense on these notes per quarter for subsequent periods. Transaction expenses related to our acquisition of Tropicana totaled $2.0 million and $5.5 million, respectively, for the three and nine months ended September 30, 2018.

Isle Debt Refinancing –In connection with the Isle Acquisition, we completed a debt financing transaction comprised of: a senior secured credit facility in an aggregate principal amount of $1.75 billion with a term loan facility of $1.45 billion and revolving credit facility of $300.0 million and $375.0 million of senior unsecured notes. The Tax Act makes broadproceeds of such borrowings were used to pay the cash portion of the consideration payable in the Isle Merger, refinance all of Isle’s existing credit facilities, redeem or otherwise repurchase all of Isle’s senior and complex changessenior subordinated notes, refinance our existing credit facility and pay transaction fees and expenses related to the U.S. tax code, including, butforegoing. We recognized a loss totaling $0.7 million for the three and nine months ended September 30, 2017 as a result of the debt refinancing transaction (See “Liquidity and Capital Resources” for more information related to the debt refinancing).

Dispositions – The sales ofPresque Isle Downs and Nemacolin met the requirements for presentation as assets held for sale under generally accepted accounting principles. However, they did not limitedmeet the requirements for presentation as discontinued operations and are included in income from continuing operations for the three and nine months ended September 30, 2018.

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 reducingCDI, an impairment charge totaling $9.8 million was recorded due to the U.S. federal corporate tax rate from 35%carrying value exceeding the estimated net sales proceeds. Effective July 6, 2018, the sale of Vicksburg was terminated, and Vicksburg was no longer presented as an asset held for sale as of September 30, 2018. In connection with this termination, CDI paid us a $5.0 million termination fee, which is included in operating income for the nine months ended September 30, 2018.

On August 10, 2018, we entered into an agreement to 21%sell our rights and has a positive impact onobligations to operate Nemacolin. Due to the carrying value of the property and equipment being sold exceeding the estimated net income.sales proceeds, we also recorded an impairment charge for three and nine months ended September 30, 2018 totaling $3.8 million related to Nemacolin.


Income Taxes – On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21% and has a positive impact on net income.

Severe Weather – Our West segment’s operations are subject to seasonal variation, with our lowest business volume generally occurring during the winter months. The northern Nevada region experienced record snowfall and severe weather conditions, including major snow storms during eleven of the fourteen weekends in the 2017 first quarter, making travel to Reno from northern California, our main feeder market, difficult or impossible due to road closures. As a result, there was a significant adverse effect on business levels, especially hotel occupancy and gaming volume, and our operating performance during the threenine months ended March 31,September 30, 2017.

Additionally, our operations were impacted system wide by challenging weather in January and February of 2018 as well as our Reno operations in March of 2018.

Execution of Cost Savings Program – We continue to identify areas to improve property level and consolidated marginsachieve margin growth in 2018 through operating and cost efficiencies and exercising financial discipline throughout the company without impacting the guest experience. In addition to cost savings relating to duplicative executive compensation, legal and accounting fees and other corporate expenses that have been eliminated as a result of our acquisitions, we have achieved savings in marketing and promotion, advertising, food and beverage costs, selling, general and administrative expenses, and other operating departmentslabor expense management as a result of operating efficiencies and purchasing power of the combined Eldorado organization.

Property Enhancement Capital Expenditures – Property enhancement initiatives and targeted investments that improve our guests’ experiences and elevate our properties’ overall competitiveness in their markets continued throughout 2017 and into 2018. As part of the continuing evolution of the Reno tri-properties, we are buildingbuilt a new 21,000 square foot spa at Silver Legacy.Legacy which opened in early October 2018. We will have substantially renovated every room at Circus Reno by July and will start the first phase of 300400 rooms at Silver Legacy and 42 high-end suites at Eldorado after the busy summer season. In Black Hawk we expect to renovate all 402 hotel rooms this winter. In addition, recently we announced a joint venture with the Cordish Companies for the development of a new world-class, mixed-use entertainment and hospitality destination anchored by our Isle Casino Racing Pompano Park.

A 118-room Hampton Inn Hotel at Scioto Downs developed by a third party opened in March 2017 and since opening has driven visitation and spend at the property.  


Results of Operations

The following table highlights the results of our operations (dollars in thousands):

 

 

Three Months Ended

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

March 31,

 

 

Percent

 

 

 

September 30,

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

Change

 

 

 

2018

 

 

2017

 

 

Change

 

 

 

 

2018

 

 

2017

 

 

Change

 

 

 

Net revenues

 

$

 

440,192

 

 

$

 

202,393

 

 

 

117.5

 

%

 

$

 

487,253

 

 

$

 

472,878

 

 

 

3.0

 

%

 

 

$

 

1,384,247

 

 

$

 

1,050,897

 

 

 

31.7

 

%

 

Operating income

 

 

 

54,194

 

 

 

 

14,028

 

 

 

286.3

 

%

 

 

 

91,769

 

 

 

 

81,492

 

 

 

12.6

 

%

 

 

 

 

223,377

 

 

 

 

65,053

 

 

 

243.4

 

%

 

Net income

 

 

 

20,855

 

 

 

 

945

 

 

 

2,106.9

 

%

Net income (loss)

 

 

 

37,704

 

 

 

 

29,687

 

 

 

27.0

 

%

 

 

 

 

95,355

 

 

 

 

(15,558

)

 

 

712.9

 

%

 

 

Operating Results.  For the three and nine months ended September 30, 2018 compared to the same prior year period, Elgin contributed incremental net revenues totaling $23.9 million. For the nine months ended September 30, 2018 compared to the same prior year period, Isle contributed $231.9$307.7 million of incremental net revenues during the three months ended March 31,from January 1, 2018 consisting primarilythrough April 30, 2018 (the comparative period preceding our acquisition of gaming revenues.Isle on May 1, 2017). Including the incremental Elgin and Isle net revenues, net revenues increased 117.5%3.0% and 31.7%, respectively, for the three and nine months ended March 31,September 30, 2018 compared to the three months ended March 31, 2017.same prior year periods. Incremental Elgin and Isle net revenues in both periods consisted primarily of gaming revenues. Excluding incremental Elgin and Isle net revenues, net revenues increased 2.9%decreased 2.0% and remained flat, respectively, for the three and nine months ended March 31,September 30, 2018 compared to the three months ended March 31, 2017 primarily due to growth in the West region.same prior year periods.


Operating income increased 286.3%$10.3 million and $158.3, respectively, for the three and nine months ended March 31,September 30, 2018 compared to the three months ended March 31, 2017. This increase was primarily duesame prior year periods. In addition to $39.2 million ofthe incremental operating income contributed by the acquired Isle forproperties and Elgin, these increases over prior year were mainly due to the significant amount of Isle transaction expenses incurred during the three and nine months ended March 31, 2018.September 30, 2017.

Net income increased $19.9$8.0 million and $110.9 million for the three and nine months ended March 31,September 30, 2018, respectively, compared to the three months ended March 31, 2017 primarilysame prior year periods. These increases were due to incrementalthe same factors impacting operating income contributed by Islecombined with the loss on the early retirement of debt for the three and nine months ended March 31, 2018September 30, 2017 associated with our refinancing completed in May of 2017. These increases were partially offset by higher interest expense attributable to additionalduring the 2018 periods resulting from increased debt incurred associatedfollowing our acquisition of Isle along with the Isle Acquisition.increases in our tax provision.

Net Revenues and Operating Income (Loss)

The following table highlightstables highlight our net revenues and operating income (loss) by reportable segment (dollars in thousands):

 

 

Net Revenues for the Three Months Ended March 31,

 

 

Operating Income for the

Three Months Ended March 31,

 

 

Net Revenues for the Three Months Ended September 30,

 

 

Operating Income (Loss) for the

Three Months Ended September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

West

 

$

 

99,579

 

 

$

 

63,488

 

 

$

 

10,139

 

 

$

 

1,355

 

 

$

 

129,092

 

 

$

 

134,324

 

 

$

 

31,894

 

 

$

 

32,657

 

Midwest

 

 

 

100,795

 

 

 

 

 

 

 

 

26,676

 

 

 

 

 

 

 

 

99,834

 

 

 

 

103,651

 

 

 

 

26,637

 

 

 

 

24,264

 

South

 

 

122,800

 

 

 

32,560

 

 

 

 

13,359

 

 

 

 

5,918

 

 

 

106,569

 

 

 

107,934

 

 

 

 

16,176

 

 

 

 

13,682

 

East

 

 

116,891

 

 

 

106,287

 

 

 

 

19,131

 

 

 

 

15,034

 

 

 

127,722

 

 

 

126,796

 

 

 

 

23,637

 

 

 

 

21,215

 

Central

 

 

23,897

 

 

 

 

 

 

 

2,868

 

 

 

 

 

Corporate

 

 

 

127

 

 

 

 

58

 

 

 

 

(15,111

)

 

 

 

(8,279

)

 

 

 

139

 

 

 

 

173

 

 

 

 

(9,443

)

 

 

 

(10,326

)

Total

 

$

 

440,192

 

 

$

 

202,393

 

 

$

 

54,194

 

 

$

 

14,028

 

 

$

 

487,253

 

 

$

 

472,878

 

 

$

 

91,769

 

 

$

 

81,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenues for the Nine Months Ended September 30,

 

 

Operating Income (Loss) for the

Nine Months Ended September 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

West

 

$

 

346,550

 

 

$

 

297,564

 

 

$

 

63,898

 

 

$

 

50,590

 

Midwest

 

 

 

301,235

 

 

 

 

171,292

 

 

 

 

80,725

 

 

 

 

39,676

 

South

 

 

341,612

 

 

 

228,954

 

 

 

 

50,099

 

 

 

 

32,210

 

East

 

 

370,576

 

 

 

352,721

 

 

 

 

67,164

 

 

 

 

54,411

 

Central

 

 

23,897

 

 

 

 

 

 

 

2,868

 

 

 

 

 

Corporate

 

 

 

377

 

 

 

 

366

 

 

 

 

(41,377

)

 

 

 

(111,834

)

Total

 

$

 

1,384,247

 

 

$

 

1,050,897

 

 

$

 

223,377

 

 

$

 

65,053

 


Three Months Ended March 31,September 30, 2018 Compared to the Three Months Ended March 31,September 30, 2017

Net revenues and operating expenses were as follows (dollars in thousands):

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

 

 

 

 

 

Percent

 

 

 

September 30,

 

 

 

 

 

 

 

Percent

 

 

 

2018

 

 

2017

 

 

Variance

 

 

Change

 

 

 

2018

 

 

2017

 

 

Variance

 

 

Change

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and Pari-Mutuel Commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

49,734

 

 

$

 

23,833

 

 

$

 

25,901

 

 

 

108.7

 

%

 

$

 

60,912

 

 

$

 

63,501

 

 

$

 

(2,589

)

 

 

(4.1

)

%

Midwest

 

 

 

88,359

 

 

 

 

 

 

 

 

88,359

 

 

 

100.0

 

%

 

 

 

86,331

 

 

 

 

89,482

 

 

 

 

(3,151

)

 

 

(3.5

)

%

South

 

 

 

100,918

 

 

 

 

23,169

 

 

 

 

77,749

 

 

 

335.6

 

%

 

 

 

86,153

 

 

 

 

86,213

 

 

 

 

(60

)

 

 

(0.1

)

%

East

 

 

 

104,517

 

 

 

 

95,188

 

 

 

 

9,329

 

 

 

9.8

 

%

 

 

 

113,075

 

 

 

 

113,452

 

 

 

 

(377

)

 

 

(0.3

)

%

Central

 

 

 

21,698

 

 

 

 

 

 

 

 

21,698

 

 

 

100.0

 

%

Total Gaming and Pari-Mutuel Commissions

 

 

 

343,528

 

 

 

 

142,190

 

 

 

 

201,338

 

 

 

141.6

 

%

 

 

 

368,169

 

 

 

 

352,648

 

 

 

 

15,521

 

 

 

4.4

 

%

Non-gaming:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

 

49,845

 

 

 

 

39,655

 

 

 

 

10,190

 

 

 

25.7

 

%

 

 

 

68,180

 

 

 

 

70,823

 

 

 

 

(2,643

)

 

 

(3.7

)

%

Midwest

 

 

 

12,436

 

 

 

 

 

 

 

 

12,436

 

 

 

100.0

 

%

 

 

 

13,503

 

 

 

 

14,169

 

 

 

 

(666

)

 

 

(4.7

)

%

South

 

 

 

21,882

 

 

 

 

9,391

 

 

 

 

12,491

 

 

 

133.0

 

%

 

 

 

20,416

 

 

 

 

21,721

 

 

 

 

(1,305

)

 

 

(6.0

)

%

East

 

 

 

12,374

 

 

 

 

11,099

 

 

 

 

1,275

 

 

 

11.5

 

%

 

 

 

14,647

 

 

 

 

13,344

 

 

 

 

1,303

 

 

 

9.8

 

%

Central

 

 

 

2,199

 

 

 

 

 

 

 

 

2,199

 

 

 

100.0

 

%

Corporate

 

 

 

127

 

 

 

 

58

 

 

 

 

69

 

 

 

119.0

 

%

 

 

 

139

 

 

 

 

173

 

 

 

 

(34

)

 

 

(19.7

)

%

Total Non-gaming

 

 

 

96,664

 

 

 

 

60,203

 

 

 

 

36,461

 

 

 

60.6

 

%

 

 

 

119,084

 

 

 

 

120,230

 

 

 

 

(1,146

)

 

 

(1.0

)

%

Total Net Revenues

 

 

 

440,192

 

 

 

 

202,393

 

 

 

 

237,799

 

 

 

117.5

 

%

 

 

 

487,253

 

 

 

 

472,878

 

 

 

 

14,375

 

 

 

3.0

 

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and Pari-Mutuel Commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

20,398

 

 

 

10,653

 

 

 

 

9,745

 

 

 

91.5

 

%

 

 

21,605

 

 

 

23,314

 

 

 

 

(1,709

)

 

 

(7.3

)

%

Midwest

 

 

 

35,944

 

 

 

 

 

 

 

 

35,944

 

 

 

100.0

 

%

 

 

 

35,687

 

 

 

 

37,481

 

 

 

 

(1,794

)

 

 

(4.8

)

%

South

 

 

 

48,356

 

 

 

 

12,228

 

 

 

 

36,128

 

 

 

295.5

 

%

 

 

 

41,513

 

 

 

 

43,234

 

 

 

 

(1,721

)

 

 

(4.0

)

%

East

 

 

 

64,853

 

 

 

 

58,307

 

 

 

 

6,546

 

 

 

11.2

 

%

 

 

 

70,645

 

 

 

 

69,950

 

 

 

 

695

 

 

 

1.0

 

%

Central

 

 

 

10,612

 

 

 

 

 

 

 

 

10,612

 

 

 

100.0

 

%

Total Gaming and Pari-Mutuel Commissions

 

 

 

169,551

 

 

 

 

81,188

 

 

 

 

88,363

 

 

 

108.8

 

%

 

 

 

180,062

 

 

 

 

173,979

 

 

 

 

6,083

 

 

 

3.5

 

%

Non-gaming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

 

33,743

 

 

 

 

27,921

 

 

 

 

5,822

 

 

 

20.9

 

%

 

 

 

37,111

 

 

 

 

41,124

 

 

 

 

(4,013

)

 

 

(9.8

)

%

Midwest

 

 

 

8,153

 

 

 

 

 

 

 

 

8,153

 

 

 

100.0

 

%

 

 

 

7,572

 

 

 

 

9,877

 

 

 

 

(2,305

)

 

 

(23.3

)

%

South

 

 

 

14,557

 

 

 

 

5,617

 

 

 

 

8,940

 

 

 

159.2

 

%

 

 

 

13,217

 

 

 

 

15,552

 

 

 

 

(2,335

)

 

 

(15.0

)

%

East

 

 

 

8,234

 

 

 

 

7,728

 

 

 

 

506

 

 

 

6.5

 

%

 

 

 

8,744

 

 

 

 

9,812

 

 

 

 

(1,068

)

 

 

(10.9

)

%

Central

 

 

 

2,029

 

 

 

 

 

 

 

 

2,029

 

 

 

100.0

 

%

Total Non-gaming

 

 

 

64,687

 

 

 

 

41,266

 

 

 

 

23,421

 

 

 

56.8

 

%

 

 

 

68,673

 

 

 

 

76,365

 

 

 

 

(7,692

)

 

 

(10.1

)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing and promotions

 

 

 

21,301

 

 

 

 

10,129

 

 

 

 

11,172

 

 

 

110.3

 

%

 

 

 

23,122

 

 

 

 

26,439

 

 

 

 

(3,317

)

 

 

(12.5

)

%

General and administrative

 

 

 

74,202

 

 

 

 

31,800

 

 

 

 

42,402

 

 

 

133.3

 

%

 

 

 

75,599

 

 

 

 

75,650

 

 

 

 

(51

)

 

 

(0.1

)

%

Corporate

 

 

 

11,569

 

 

 

 

6,574

 

 

 

 

4,995

 

 

 

76.0

 

%

 

 

 

9,217

 

 

 

 

7,718

 

 

 

 

1,499

 

 

 

19.4

 

%

Impairment charges

 

 

 

9,815

 

 

 

 

 

 

 

 

9,815

 

 

 

100.0

 

%

 

 

 

3,787

 

 

 

 

 

 

 

 

3,787

 

 

 

100.0

 

%

Depreciation and amortization

 

 

 

31,534

 

 

 

 

15,604

 

 

 

 

15,930

 

 

 

102.1

 

%

 

 

 

35,760

 

 

 

 

29,122

 

 

 

 

6,638

 

 

 

22.8

 

%

Total Operating Expenses

 

$

 

382,659

 

 

$

 

186,561

 

 

$

 

196,098

 

 

 

105.1

 

%

 

$

 

396,220

 

 

$

 

389,273

 

 

$

 

6,947

 

 

 

1.8

 

%

Gaming Revenues and Pari-Mutuel Commissions.  Elgin contributed $21.7 million of incremental gaming revenues and pari-mutuel commissions for the three months ended September 30, 2018 resulting in an increase of 4.4% compared to the same prior year period.

Excluding incremental Elgin gaming revenues and pari-mutuel commissions, gaming revenues and pari-mutuel commissions decreased 1.8% for the three months ended September 30, 2018 compared to the same prior year period due to decreased revenues in all segments. This decline was primarily due to reductions in free play associated with unprofitable play.


Non-gaming Revenues.  Elgin contributed $2.2 million of incremental non-gaming revenues for the three months ended September 30, 2018. Despite the incremental revenues, non-gaming revenues decreased 1.0% over the same prior year period.

Excluding incremental Elgin non-gaming revenues, non-gaming revenues decreased 1.8% for the three months ended September 30, 2018 compared to the same prior year period. Decreased non-gaming revenues in the West, Midwest, and South resulting from reductions in promotional offers were partially offset by increased non-gaming revenues in the East.

Gaming Expenses and Pari-Mutuel Commissions. Elgin contributed $10.6 million of incremental gaming expenses and pari-mutuel commissions for the three months ended September 30, 2018 resulting in an increase of 3.5% in gaming expenses and pari-mutuel commissions over the same prior year period.

Excluding incremental Elgin gaming expenses and pari-mutuel commissions, gaming expenses and pari-mutuel commissions decreased 2.6% for the three months ended September 30, 2018 compared to the same prior year period. Gaming expenses declined in comparison to the same prior year period due to savings initiatives targeted at reducing variable expenses. Successful efforts to control costs and maximize departmental profit across all segments also drove the improved departmental profit margin during the three months ended September 30, 2018 compared to the same prior year period.

Non-gaming Expenses.  Elgin contributed $2.0 million of incremental non-gaming expenses for the three months ended September 30, 2018 resulting in a decrease of 10.1% over the same prior year period.

Excluding incremental Elgin non-gaming expenses, non-gaming expenses decreased 12.7% for the three months ended September 30, 2018 compared to the same prior year period. Decreased non-gaming expenses in all segments were associated with decreased non-gaming revenues along with continued efforts to reduce variable expenses including labor and cost of sales.

Marketing and Promotions Expenses.  Elgin contributed $1.3 million of incremental marketing and promotions expense for the three months ended September 30, 2018. Despite the increase resulting from incremental costs associated with the addition of Elgin, marketing and promotions expenses decreased 12.5% over the same prior year period.

Excluding incremental Elgin marketing and promotions expenses, consolidated marketing and promotions expense decreased 17.3% for the three months ended September 30, 2018 compared to the same prior year period. This decline was primarily due to synergies achieved via the termination of certain marketing contracts and company-wide reductions in marketing and promotional spend.  

General and Administrative Expenses.  Elgin contributed $4.9 million of general and administrative expense for the three months ended September 30, 2018. Despite the additional general and administrative expenses associated with the acquisition of Elgin, general and administrative expense remained flat over the same prior year period.    

Excluding incremental Elgin general and administrative expenses, consolidated general and administrative expenses decreased 6.5% for the three months ended September 30, 2018 compared to the same prior year period mainly due to the centralization of certain corporate services provided to our properties and realized savings.

Corporate Expenses.  For the three months ended September 30, 2018 compared to the same prior year period, corporate expenses increased primarily due to payroll and other expenses associated with additional corporate costs, including stock comp expense, driven by growth related to the company’s acquisitions.

Impairment Charges. Based on the pending disposition, we recorded an impairment charge for the three months ended September 30, 2018 totaling $3.8 million related to our Nemacolin property.

Depreciation and Amortization Expense.  Elgin contributed $2.2 million of depreciation expense for the three months ended September 30, 2018 resulting in an increase of 22.8% over the same prior year period.  

Excluding incremental Elgin depreciation and amortization expense, depreciation and amortization expense increased 15.2% for the three months ended September 30, 2018 compared to the same prior year period mainly due asset additions primarily at our three Reno properties.


Nine Months Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

Net revenues and operating expenses were as follows (dollars in thousands):

 

 

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

Percent

 

 

 

 

2018

 

 

2017

 

 

Variance

 

 

Change

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and Pari-Mutuel Commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

168,342

 

 

$

 

132,563

 

 

$

 

35,779

 

 

 

27.0

 

%

Midwest

 

 

 

262,138

 

 

 

 

147,469

 

 

 

 

114,669

 

 

 

77.8

 

%

South

 

 

 

278,655

 

 

 

 

179,887

 

 

 

 

98,768

 

 

 

54.9

 

%

East

 

 

 

329,584

 

 

 

 

314,624

 

 

 

 

14,960

 

 

 

4.8

 

%

Central

 

 

 

21,698

 

 

 

 

 

 

 

 

21,698

 

 

 

100.0

 

%

Total Gaming and Pari-Mutuel Commissions

 

 

 

1,060,417

 

 

 

 

774,543

 

 

 

 

285,874

 

 

 

36.9

 

%

Non-gaming:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

 

178,208

 

 

 

 

165,001

 

 

 

 

13,207

 

 

 

8.0

 

%

Midwest

 

 

 

39,097

 

 

 

 

23,823

 

 

 

 

15,274

 

 

 

64.1

 

%

South

 

 

 

62,957

 

 

 

 

49,067

 

 

 

 

13,890

 

 

 

28.3

 

%

East

 

 

 

40,992

 

 

 

 

38,097

 

 

 

 

2,895

 

 

 

7.6

 

%

Central

 

 

 

2,199

 

 

 

 

 

 

 

 

2,199

 

 

 

100.0

 

%

Corporate

 

 

 

377

 

 

 

 

366

 

 

 

 

11

 

 

 

3.0

 

%

Total Non-gaming

 

 

 

323,830

 

 

 

 

276,354

 

 

 

 

47,476

 

 

 

17.2

 

%

Total Net Revenues

 

 

 

1,384,247

 

 

 

 

1,050,897

 

 

 

 

333,350

 

 

 

31.7

 

%

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gaming and Pari-Mutuel Commissions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

 

63,331

 

 

 

 

51,754

 

 

 

 

11,577

 

 

 

22.4

 

%

Midwest

 

 

 

107,162

 

 

 

 

61,732

 

 

 

 

45,430

 

 

 

73.6

 

%

South

 

 

 

133,500

 

 

 

 

90,884

 

 

 

 

42,616

 

 

 

46.9

 

%

East

 

 

 

204,953

 

 

 

 

194,534

 

 

 

 

10,419

 

 

 

5.4

 

%

Central

 

 

 

10,612

 

 

 

 

 

 

 

 

10,612

 

 

 

100.0

 

%

Total Gaming and Pari-Mutuel Commissions

 

 

 

519,558

 

 

 

 

398,904

 

 

 

 

120,654

 

 

 

30.2

 

%

Non-gaming

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

 

 

107,544

 

 

 

 

102,242

 

 

 

 

5,302

 

 

 

5.2

 

%

Midwest

 

 

 

23,527

 

 

 

 

16,655

 

 

 

 

6,872

 

 

 

41.3

 

%

South

 

 

 

41,260

 

 

 

 

34,062

 

 

 

 

7,198

 

 

 

21.1

 

%

East

 

 

 

25,775

 

 

 

 

26,646

 

 

 

 

(871

)

 

 

(3.3

)

%

Central

 

 

 

2,029

 

 

 

 

 

 

 

 

2,029

 

 

 

100.0

 

%

Total Non-gaming

 

 

 

200,135

 

 

 

 

179,605

 

 

 

 

20,530

 

 

 

11.4

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketing and promotions

 

 

 

66,255

 

 

 

 

58,099

 

 

 

 

8,156

 

 

 

14.0

 

%

General and administrative

 

 

 

223,546

 

 

 

 

168,339

 

 

 

 

55,207

 

 

 

32.8

 

%

Corporate

 

 

 

33,018

 

 

 

 

21,734

 

 

 

 

11,284

 

 

 

51.9

 

%

Impairment charges

 

 

 

13,602

 

 

 

 

 

 

 

 

13,602

 

 

 

100.0

 

%

Depreciation and amortization

 

 

 

99,204

 

 

 

 

69,635

 

 

 

 

29,569

 

 

 

42.5

 

%

Total Operating Expenses

 

$

 

1,155,318

 

 

$

 

896,316

 

 

$

 

259,002

 

 

 

28.9

 

%

 

Gaming Revenues and Pari-Mutuel Commissions.  Isle contributed $198.0$262.8 million and Elgin contributed $21.7 million of incremental gaming revenues and pari-mutuel commissions for the threenine months ended March 31,September 30, 2018 resulting in an increase of 141.6%36.9% compared to the three months ended March 31, 2017.same prior year period.

 

Excluding incremental Isle and Elgin gaming revenues and pari-mutuel commissions, gaming revenues and pari-mutuel commissions increased 2.3%remained flat for the threenine months ended March 31, 2018 compared to the three months ended March 31, 2017 mainly due to higher gaming revenues in the West region driven by increased visitor traffic and milder weather.

Non-gaming Revenues.  Isle contributed $33.8 million of non-gaming revenues for the three months ended March 31, 2018 resulting in an increase of 60.6% in non-gaming revenues over the same prior year period.

Excluding incremental Isle non-gaming revenues, non-gaming revenues increased 4.4% for the three months ended March 31,September 30, 2018 compared to the same prior year period.


Non-gaming Revenues.  Isle contributed $44.9 million and Elgin contributed $2.2 million of incremental non-gaming revenues in the West segment increased for the threenine months ended March 31,September 30, 2018 resulting in an increase of 17.2% in non-gaming revenues compared to the same prior year period.

Excluding incremental Isle non-gaming revenues, non-gaming revenues remained flat for the nine months ended September 30, 2018 compared to the same prior year period principally due to higher hotel and food revenues


associated with increased visitor traffic, milder weather and also benefitted from the Reno properties’ capital improvements including renovated hotel rooms and new food, beverage and entertainment offerings.period.

Gaming Expenses and Pari-Mutuel Commissions. Isle contributed $87.8$116.1 million and Elgin contributed $10.6 million of incremental gaming expenses and pari-mutuel commissions for the threenine months ended March 31,September 30, 2018 resulting in an increase of 108.8%30.2% in gaming expenses and pari-mutuel commissions over the same prior year period.

Excluding incremental Isle and Elgin gaming expenses and pari-mutuel commissions, gaming expenses and pari-mutuel commissions remained flatdecreased 1.5% for the threenine months ended March 31,September 30, 2018 compared to the same prior year period despite the increase in gaming revenues remaining flat due to savings initiatives targeted at reducing variable expenses along with continued synergies. Additionally, successful efforts to control costs and maximize departmental profit across all segments also drove the improved departmental profit margin during the three months ended March 31,September 30, 2018 compared to the same prior year period.

Non-gaming Expenses.  Isle contributed $23.2$30.5 million and Elgin contributed $2.0 million of incremental non-gaming expenses for the threenine months ended March 31,September 30, 2018 resulting in an increase of 56.8% over11.4% compared to the same prior year period.

Excluding incremental Isle and Elgin non-gaming expenses, non-gaming expenses remained flatdecreased 6.7% for the threenine months ended March 31,September 30, 2018 compared to the same prior year period. Increased expenses associated with higherperiod across all segments. Despite non-gaming revenues and hotel occupancyremaining flat, decreases in the West segment were offset by lower non-gaming expenses were realized due to cost saving initiatives in the Southfood and East segments. Additionally, the growth in hotel ADR in the West segment contributed to improved non-gaming margins three months ended March 31, 2018 compared to the same prior year period.beverage cost of sales, labor and other variable expenses.

Marketing and Promotions Expenses.  Isle contributed $11.2$14.7 million and Elgin contributed $1.3 million of incremental marketing and promotions expense for the threenine months ended March 31,September 30, 2018 resulting in an increase of 110.3% over14.0% compared to the same prior year period.

Excluding incremental Isle and Elgin marketing and promotions expenses, consolidated marketing and promotions expense decreased 13.5% for the nine months ended September 30, 2018 compared to the same prior year period due to strategic changes to eliminate unprofitable promotional events and decrease advertising spend.

General and Administrative Expenses.  Isle contributed $55.1 million and Elgin contributed $4.9 of incremental general and administrative expense for the nine months ended September 30, 2018 resulting in an increase of 32.8% compared to the same prior year period.  

Excluding incremental Isle marketing and promotions expenses, consolidated marketing and promotions expense remained flat for the three months ended March 31, 2018 compared to the same prior year period.

General and Administrative Expenses.  Isle contributed $41.4 million of general and administrative expense for the three months ended March 31, 2018 resulting in an increase of 133.3% over the same prior year period.  

Excluding incremental IsleElgin general and administrative expenses, consolidated general and administrative expenses increased 3.1%decreased 2.8% for the threenine months ended March 31,September 30, 2018 compared to the same 2017prior year period mainly due to the centralization of expenses attributable tocertain corporate services provided to our properties that is charged to general and administrative expenses.realized savings.

Corporate Expenses.  For the threenine months ended March 31,September 30, 2018 compared to the same prior year period, corporate expenses increased primarily due to payroll and other expenses associated with additional corporate costs, including stock comp expense, driven by growth related to the Isle Acquisition.our acquisitions.

Impairment Charges: Based on the pending disposition, we recorded an impairment charge for the nine months ended September 30, 2018 totaling $3.8 million related to our Nemacolin property. Additionally, we recorded an impairment charge for the nine months ended September 30, 2018 totaling $9.8 million related to the sale of our Vicksburg property due to the carrying value of the net assets being sold exceeding the estimated net sales proceeds. The sale of Vicksburg was terminated effective July 6, 2018.


Depreciation and Amortization Expense.  Isle contributed $17.4$23.3 million and Elgin contributed $2.2 of depreciation expense for the threenine months ended March 31,September 30, 2018 resulting in an increase of 102.1% over42.5% compared to the same prior year period.  

Excluding incremental Isle depreciation and amortization expense, depreciation and amortization expense decreased 9.7%increased 5.8% for the threenine months ended March 31,September 30, 2018 compared to the same prior year period mainly due to lower depreciation due to assets becoming fully depreciated across all segments.asset additions primarily at our three Reno properties.

Supplemental Unaudited Presentation of Consolidated Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA for the Three and Nine Months Ended March 31,September 30, 2018 and 2017

Adjusted EBITDA (defined below), a non-GAAP financial measure, has been presented as a supplemental disclosure because it is a widely used measure of performance and basis for valuation of companies in our industry and we believe that this non-GAAP supplemental information will be helpful in understanding the Company’s ongoing operating results. Management has historically used Adjusted EBITDA when evaluating operating performance because we believe that the inclusion or exclusion of certain recurring and non-recurring items is necessary to provide a full understanding of our core operating results and as a means to evaluate period-to-period results. Adjusted EBITDA represents operating income (loss) before depreciation and amortization, stock basedstock-based compensation, transaction expenses, severance expense, costs associated with the Presque Isle Downs, Vicksburg, Lake Charles and PresqueNemacolin sales, income related to the termination of the Vicksburg sale, impairment charges, equity in income (loss) of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment, and other non-cash regulatory gaming assessments, including the impact of the change in regulatory reporting requirements, to the extent that such items existed in the periods presented.assessments. Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance


with accounting principles generally accepted in the United States (“US GAAP”), is unaudited and should not be considered an alternative to, or more meaningful than, net income (loss) as an indicator of our operating performance. Uses of cash flows that are not reflected in Adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments and certain regulatory gaming assessments, which can be significant. As a result, Adjusted EBITDA should not be considered as a measure of our liquidity. Other companies that provide EBITDA information may calculate EBITDA differently than we do. The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt agreements.


The following table summarizes our Adjusted EBITDA for our operating segments for the three and nine months ended March 31,September 30, 2018 and 2017, in addition to reconciling Adjusted EBITDA to operating income (loss) in accordance with US GAAP (unaudited, in thousands):

 

 

Three Months Ended March 31, 2018

 

 

Three Months Ended September 30, 2018

 

 

Operating

Income (Loss)

 

 

Depreciation and Amortization

 

 

Stock-Based Compensation

 

 

Transaction Expenses (3)

 

 

Other (4)

 

 

Adjusted

EBITDA

 

 

Operating

Income (Loss)

 

 

Depreciation and Amortization

 

 

Stock-Based Compensation

 

 

Transaction Expenses (6)

 

 

Other (7)

 

 

Adjusted

EBITDA

 

Excluding Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

10,139

 

 

$

 

8,189

 

 

$

 

63

 

 

$

 

 

 

$

 

33

 

 

$

 

18,424

 

 

$

 

31,894

 

 

$

 

9,475

 

 

$

 

 

 

$

 

 

 

$

 

65

 

 

$

 

41,434

 

Midwest

 

 

26,676

 

 

 

7,645

 

 

 

44

 

 

 

 

 

 

150

 

 

 

34,515

 

 

 

26,637

 

 

 

8,605

 

 

 

15

 

 

 

 

 

 

21

 

 

 

35,278

 

South

 

 

 

13,359

 

 

 

8,531

 

 

 

25

 

 

 

 

 

 

10,302

 

 

 

32,217

 

 

 

 

16,176

 

 

 

9,704

 

 

 

9

 

 

 

 

 

 

126

 

 

 

26,015

 

East

 

 

 

19,131

 

 

 

6,049

 

 

 

5

 

 

 

 

 

 

995

 

 

 

26,180

 

 

 

 

23,637

 

 

 

4,486

 

 

 

2

 

 

 

 

 

 

3,989

 

 

 

32,114

 

Central

 

 

 

2,868

 

 

 

2,215

 

 

 

 

 

 

 

 

 

767

 

 

 

5,850

 

Corporate and Other

 

 

 

(15,111

)

 

 

 

1,120

 

 

 

 

3,542

 

 

 

 

2,548

 

 

 

 

109

 

 

 

 

(7,792

)

 

 

 

(9,443

)

 

 

 

1,275

 

 

 

 

2,468

 

 

 

 

4,091

 

 

 

 

(4,992

)

 

 

 

(6,601

)

Total

 

$

 

54,194

 

 

$

 

31,534

 

 

$

 

3,679

 

 

$

 

2,548

 

 

$

 

11,589

 

 

$

 

103,544

 

Total Excluding Pre-Acquisition

 

$

 

91,769

 

 

$

 

35,760

 

 

$

 

2,494

 

 

$

 

4,091

 

 

$

 

(24

)

 

$

 

134,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Central

 

 

 

3,070

 

 

 

727

 

 

 

 

 

 

 

 

 

155

 

 

 

3,952

 

Total Pre-Acquisition

 

$

 

3,070

 

 

$

 

727

 

 

$

 

 

 

$

 

 

 

$

 

155

 

 

$

 

3,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

31,894

 

 

$

 

9,475

 

 

$

 

 

 

$

 

 

 

$

 

65

 

 

$

 

41,434

 

Midwest

 

 

26,637

 

 

 

8,605

 

 

 

15

 

 

 

 

 

 

21

 

 

 

35,278

 

South

 

 

 

16,176

 

 

 

9,704

 

 

 

9

 

 

 

 

 

 

126

 

 

 

26,015

 

East

 

 

 

23,637

 

 

 

4,486

 

 

 

2

 

 

 

 

 

 

3,989

 

 

 

32,114

 

Central

 

 

 

5,938

 

 

 

2,942

 

 

 

 

 

 

 

 

 

922

 

 

 

9,802

 

Corporate and Other

 

 

 

(9,443

)

 

 

 

1,275

 

 

 

 

2,468

 

 

 

 

4,091

 

 

 

 

(4,992

)

 

 

 

(6,601

)

Total Including Pre-Acquisition (2)

 

$

 

94,839

 

 

$

 

36,487

 

 

$

 

2,494

 

 

$

 

4,091

 

 

$

 

131

 

 

$

 

138,042

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2017 (5)

 

 

Three Months Ended September 30, 2017 (8)

 

 

Operating

Income (Loss)

 

 

Depreciation and Amortization

 

 

Stock-Based Compensation

 

 

Transaction Expenses (3)

 

 

Other (4)

 

 

Adjusted

EBITDA

 

 

Operating

Income (Loss)

 

 

Depreciation and Amortization

 

 

Stock-Based Compensation

 

 

Transaction Expenses (6)

 

 

Other (7)

 

 

Adjusted

EBITDA

 

Excluding Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

1,355

 

 

$

 

4,643

 

 

$

 

 

 

$

 

 

 

$

 

160

 

 

$

 

6,158

 

 

$

 

32,657

 

 

$

 

7,653

 

 

$

 

67

 

 

$

 

 

 

$

 

47

 

 

$

 

40,424

 

Midwest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,264

 

 

 

7,995

 

 

 

67

 

 

 

 

 

 

139

 

 

 

32,465

 

South

 

 

 

5,918

 

 

 

1,932

 

 

 

 

 

 

 

 

 

 

 

 

7,850

 

 

 

 

13,682

 

 

 

6,055

 

 

 

46

 

 

 

 

 

 

855

 

 

 

20,638

 

East

 

 

 

15,034

 

 

 

8,880

 

 

 

 

 

 

 

 

 

156

 

 

 

24,070

 

 

 

 

21,215

 

 

 

6,732

 

 

 

5

 

 

 

 

 

 

83

 

 

 

28,035

 

Central

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and Other

 

 

 

(8,279

)

 

 

 

149

 

 

 

 

1,733

 

 

 

 

1,614

 

 

 

 

(11

)

 

 

 

(4,794

)

 

 

 

(10,326

)

 

 

 

687

 

 

 

 

1,207

 

 

 

 

2,094

 

 

 

 

 

 

 

 

(6,338

)

Total Excluding Pre-Acquisition

 

$

 

14,028

 

 

$

 

15,604

 

 

$

 

1,733

 

 

$

 

1,614

 

 

$

 

305

 

 

$

 

33,284

 

 

$

 

81,492

 

 

$

 

29,122

 

 

$

 

1,392

 

 

$

 

2,094

 

 

$

 

1,124

 

 

$

 

115,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

6,816

 

 

$

 

2,769

 

 

$

 

6

 

 

$

 

 

 

$

 

 

 

$

 

9,591

 

Midwest

 

 

24,182

 

 

 

9,951

 

 

 

37

 

 

 

 

 

 

 

 

 

34,170

 

South

 

 

 

19,347

 

 

 

4,252

 

 

 

26

 

 

 

74

 

 

 

 

 

 

23,699

 

East

 

 

 

(875

)

 

 

713

 

 

 

 

 

 

 

 

 

 

 

 

(162

)

Corporate and Other

 

 

 

(6,261

)

 

 

 

275

 

 

 

 

1,170

 

 

 

 

 

 

 

 

549

 

 

 

 

(4,267

)

Pre-Acquisition (3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Central

 

 

 

5,588

 

 

 

1,742

 

 

 

 

 

 

 

 

 

 

 

 

7,330

 

Total Pre-Acquisition

 

$

 

43,209

 

 

$

 

17,960

 

 

$

 

1,239

 

 

$

 

74

 

 

$

 

549

 

 

$

 

63,031

 

 

$

 

5,588

 

 

$

 

1,742

 

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

7,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

8,171

 

 

$

 

7,412

 

 

$

 

6

 

 

$

 

 

 

$

 

160

 

 

$

 

15,749

 

 

$

 

32,657

 

 

$

 

7,653

 

 

$

 

67

 

 

$

 

 

 

$

 

47

 

 

$

 

40,424

 

Midwest

 

 

24,182

 

 

 

9,951

 

 

 

37

 

 

 

 

 

 

 

 

 

34,170

 

 

 

24,264

 

 

 

7,995

 

 

 

67

 

 

 

 

 

 

139

 

 

 

32,465

 

South

 

 

 

25,265

 

 

 

6,184

 

 

 

26

 

 

 

74

 

 

 

 

 

 

31,549

 

 

 

 

13,682

 

 

 

6,055

 

 

 

46

 

 

 

 

 

 

855

 

 

 

20,638

 

East

 

 

 

14,159

 

 

 

9,593

 

 

 

 

 

 

 

 

 

156

 

 

 

23,908

 

 

 

 

21,215

 

 

 

6,732

 

 

 

5

 

 

 

 

 

 

83

 

 

 

28,035

 

Central

 

 

 

5,588

 

 

 

1,742

 

 

 

 

 

 

 

 

 

 

 

 

7,330

 

Corporate and Other

 

 

 

(14,540

)

 

 

 

424

 

 

 

 

2,903

 

 

 

 

1,614

 

 

 

 

538

 

 

 

 

(9,061

)

 

 

 

(10,326

)

 

 

 

687

 

 

 

 

1,207

 

 

 

 

2,094

 

 

 

 

 

 

 

 

(6,338

)

Total Including Pre-Acquisition (2)

 

$

 

57,237

 

 

$

 

33,564

 

 

$

 

2,972

 

 

$

 

1,688

 

 

$

 

854

 

 

$

 

96,315

 

Total Including Pre-Acquisition (4)

 

$

 

87,080

 

 

$

 

30,864

 

 

$

 

1,392

 

 

$

 

2,094

 

 

$

 

1,124

 

 

$

 

122,554

 


 

 

Nine Months Ended September 30, 2018

 

 

 

Operating

Income (Loss)

 

 

Depreciation and Amortization

 

 

Stock-Based Compensation

 

 

Transaction Expenses (6)

 

 

Other (7)

 

 

Adjusted

EBITDA

 

Excluding Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

63,898

 

 

$

 

27,046

 

 

$

 

(32

)

 

$

 

 

 

$

 

704

 

 

$

 

91,616

 

Midwest

 

 

 

80,725

 

 

 

 

24,654

 

 

 

 

90

 

 

 

 

 

 

 

 

248

 

 

 

 

105,717

 

South

 

 

 

50,099

 

 

 

 

26,343

 

 

 

 

50

 

 

 

 

 

 

 

 

10,142

 

 

 

 

86,634

 

East

 

 

 

67,164

 

 

 

 

15,252

 

 

 

 

11

 

 

 

 

 

 

 

 

5,230

 

 

 

 

87,657

 

Central

 

 

 

2,868

 

 

 

 

2,215

 

 

 

 

 

 

 

 

 

 

 

 

767

 

 

 

 

5,850

 

Corporate and Other

 

 

 

(41,377

)

 

 

 

3,694

 

 

 

 

9,526

 

 

 

 

10,043

 

 

 

 

(3,710

)

 

 

 

(21,824

)

Total Excluding Pre-Acquisition

 

$

 

223,377

 

 

$

 

99,204

 

 

$

 

9,645

 

 

$

 

10,043

 

 

$

 

13,381

 

 

$

 

355,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Central

 

 

 

18,448

 

 

 

 

4,420

 

 

 

 

 

 

 

 

 

 

 

 

535

 

 

 

 

23,403

 

Total Pre-Acquisition

 

$

 

18,448

 

 

$

 

4,420

 

 

$

 

 

 

$

 

 

 

$

 

535

 

 

$

 

23,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

63,898

 

 

$

 

27,046

 

 

$

 

(32

)

 

$

 

 

 

$

 

704

 

 

$

 

91,616

 

Midwest

 

 

 

80,725

 

 

 

 

24,654

 

 

 

 

90

 

 

 

 

 

 

 

 

248

 

 

 

 

105,717

 

South

 

 

 

50,099

 

 

 

 

26,343

 

 

 

 

50

 

 

 

 

 

 

 

 

10,142

 

 

 

 

86,634

 

East

 

 

 

67,164

 

 

 

 

15,252

 

 

 

 

11

 

 

 

 

 

 

 

 

5,230

 

 

 

 

87,657

 

Central

 

 

 

21,316

 

 

 

 

6,635

 

 

 

 

 

 

 

 

 

 

 

 

1,302

 

 

 

 

29,253

 

Corporate and Other

 

 

 

(41,377

)

 

 

 

3,694

 

 

 

 

9,526

 

 

 

 

10,043

 

 

 

 

(3,710

)

 

 

 

(21,824

)

Total Including Pre-Acquisition (2)

 

$

 

241,825

 

 

$

 

103,624

 

 

$

 

9,645

 

 

$

 

10,043

 

 

$

 

13,916

 

 

$

 

379,053

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2017 (8)

 

 

 

Operating

Income (Loss)

 

 

Depreciation and Amortization

 

 

Stock-Based Compensation

 

 

Transaction Expenses (6)

 

 

Other (7)

 

 

Adjusted

EBITDA

 

Excluding Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

50,590

 

 

$

 

18,867

 

 

$

 

119

 

 

$

 

 

 

$

 

271

 

 

$

 

69,847

 

Midwest

 

 

 

39,676

 

 

 

 

12,961

 

 

 

 

153

 

 

 

 

 

 

 

 

133

 

 

 

 

52,923

 

South

 

 

 

32,210

 

 

 

 

12,649

 

 

 

 

110

 

 

 

 

 

 

 

 

1,985

 

 

 

 

46,954

 

East

 

 

 

54,411

 

 

 

 

23,885

 

 

 

 

9

 

 

 

 

 

 

 

 

292

 

 

 

 

78,597

 

Central

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate and Other

 

 

 

(111,834

)

 

 

 

1,273

 

 

 

 

4,063

 

 

 

 

89,172

 

 

 

 

310

 

 

 

 

(17,016

)

Total Excluding Pre-Acquisition

 

$

 

65,053

 

 

$

 

69,635

 

 

$

 

4,454

 

 

$

 

89,172

 

 

$

 

2,991

 

 

$

 

231,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Acquisition (5):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

9,525

 

 

$

 

3,694

 

 

$

 

8

 

 

$

 

 

 

$

 

4

 

 

$

 

13,231

 

Midwest

 

 

 

34,819

 

 

 

 

11,952

 

 

 

 

51

 

 

 

 

 

 

 

 

34

 

 

 

 

46,856

 

South

 

 

 

25,086

 

 

 

 

5,693

 

 

 

 

35

 

 

 

 

 

 

 

 

184

 

 

 

 

30,998

 

East

 

 

 

(1,072

)

 

 

 

952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(120

)

Central

 

 

 

21,049

 

 

 

 

5,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,342

 

Corporate and Other

 

 

 

(8,811

)

 

 

 

371

 

 

 

 

1,631

 

 

 

 

286

 

 

 

 

527

 

 

 

 

(5,996

)

Total Pre-Acquisition

 

$

 

80,596

 

 

$

 

27,955

 

 

$

 

1,725

 

 

$

 

286

 

 

$

 

749

 

 

$

 

111,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Including Pre-Acquisition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West

 

$

 

60,115

 

 

$

 

22,561

 

 

$

 

127

 

 

$

 

 

 

$

 

275

 

 

$

 

83,078

 

Midwest

 

 

 

74,495

 

 

 

 

24,913

 

 

 

 

204

 

 

 

 

 

 

 

 

167

 

 

 

 

99,779

 

South

 

 

 

57,296

 

 

 

 

18,342

 

 

 

 

145

 

 

 

 

 

 

 

 

2,169

 

 

 

 

77,952

 

East

 

 

 

53,339

 

 

 

 

24,837

 

 

 

 

9

 

 

 

 

 

 

 

 

292

 

 

 

 

78,477

 

Central

 

 

 

21,049

 

 

 

 

5,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,342

 

Corporate and Other

 

 

 

(120,645

)

 

 

 

1,644

 

 

 

 

5,694

 

 

 

 

89,458

 

 

 

 

837

 

 

 

 

(23,012

)

Total Including Pre-Acquisition (4)

 

$

 

145,649

 

 

$

 

97,590

 

 

$

 

6,179

 

 

$

 

89,458

 

 

$

 

3,740

 

 

$

 

342,616

 

 

(1)

Figures are for IsleElgin for the period beginning July 1, 2018 and ending August 6, 2018 for the three months ended March 31, 2017. SuchSeptember 30, 2018 and the period beginning January 1, 2018 and ending August 6, 2018 for the nine months ended September 30, 2018. The figures were preparedfor Elgin for the period beginning July 1, 2018 and ending August 6, 2018 are unaudited and have not been reviewed by the Company to reflect Isle’s unaudited consolidated historical operating revenues, operating incomeCompany’s auditors.


(2)

Total figures for 2018 include combined results of operations for Elgin and Adjusted EBITDAthe Company for periods correspondingpreceding the date that the Company acquired Elgin. Such presentation does not conform with GAAP or the Securities and Exchange Commission rules for proforma presentation; however, we believe that the additional financial information will be helpful to investors in comparing current results with results of prior periods. This is non-GAAP data and should not be considered a substitute for data prepared in accordance with GAAP, but should be viewed in addition to the Company’s fiscal quarterly calendar.results of operations reported by the Company.

(3)

Figures are for Elgin for the three months ended September 30, 2017. Such figures are based on the unaudited internal financial statements and have not been reviewed by the Company’s auditors and do not conform to GAAP.auditors.

 

(2)(4)

Total figures for three months ended September 30, 2017 include combined results of operations for IsleElgin and the Company for periods preceding the date that the Company acquired Elgin. Total figures for the nine months ended September 30, 2017 include combined results of operations for Elgin, Isle, and the Company for periods preceding the dates that the Company acquired Elgin and Isle. Such presentation does not conform with GAAP or the Securities and Exchange Commission rules for proforma presentation; however, we believe that the additional financial information will be helpful to investors in comparing current results with results of prior periods. This is non-GAAP data and should not be


considered a substitute for data prepared in accordance with GAAP, but should be viewed in addition to the results of operations reported by the Company.

 

(3)(5)

Figures are for Elgin for the nine months ended September 30, 2017 and for Isle for the four months ended April 30, 2017. The Isle figures were prepared by the Company to reflect Isle’s unaudited consolidated historical operating revenues, operating income and Adjusted EBITDA for periods corresponding to the Company’s fiscal calendar. Such figures are based on the unaudited internal financial statements and have not been reviewed by the Company’s auditors and do not conform to GAAP.

(6)

Transaction expenses represent costs related to the acquisition of Isle for the three and nine months ended March 31, 2018 andSeptember 30, 2017 and costs related to the acquisitions of Grand Victoria CasinoElgin and Tropicana Entertainment Inc. for the three and nine months ended March 31,September 30, 2018.

 

(4)(7)

Other is comprised of severance expense, $9.8 million in impairment charges, (gain) loss on the sale or disposal of property and equipment, equity in income (loss) of unconsolidated affiliate, impairment charges, income totaling $5.0 million from the terminated sale of Vicksburg and other non-cash regulatory gaming assessments for the three and nine months ended March 31,September 30, 2018 and 2017 and2017. Also included are costs associated with the sales of Vicksburg and Presque Isle Downs and Nemacolin, the terminated sale of Vicksburg and the purchase of Elgin for the three and nine months ended March 31,September 30, 2018. Costs associated with the terminated sale of Lake Charles are also included for the three and nine months ended September 30, 2017.

 

(5)(8)

The prior period presentation has been adjusted for the adoption of Accounting Standards Codification (ASC) No. 606 “Revenue from Contracts with Customers” effective January 1, 2018 utilizing the full retrospective transition method. See Note 2 to our Condensed Notes to Unaudited Consolidated Financial Statements for additional information.

Liquidity and Capital Resources

We are a holding company and our only significant assets are ownership interests in our subsidiaries. Our ability to fund our obligations depends on the cash flow of our subsidiaries and the ability of our subsidiaries to distribute or otherwise make funds available to us.

Our primary sources of liquidity and capital resources have been existing cash, cash flow from operations, borrowings under our revolving credit facility and proceeds from the issuance of debt securities.

Our cash requirements can fluctuate significantly depending on our decisions with respect to business acquisitions or dispositions and strategic capital investments to maintain the quality of our properties. We expect that our primary capital requirements going forward will relate to the operation and maintenance of our properties, servicing our outstanding indebtedness and fundingcosts associated with the recently announcedElgin and Tropicana acquisitions. During the remainder of 2018, we plan to spend $128.4$60.9 million on capital expenditures and $96.4are in the process of evaluating capital expenses for the properties purchased in the recent acquisitions. We also plan to spend $37.2 million during the remainder of 2018 to pay interest on our outstanding indebtedness. However, we expect that ourindebtedness, including interest on additional debt incurred in conjunction with the Elgin and Tropicana acquisitions. Our capital requirements for interests on our outstanding debt will increasehave increased significantly following the consummation of the acquisitionacquisitions of Tropicana Entertainment and the Grand Victoria Casino andElgin, the related incurrence of debt and obligation to pay annual rent in an initial amount of approximately $110$87.6 million under the master leaseMaster Lease with respect to certain of the Tropicana properties.properties and the required payments under the Lumière Note. We also expect that our capital expenditures will increase significantly followingin connection with the acquisitionacquisitions of Tropicana Entertainment and the Grand Victoria CasinoElgin and the related increase in the number of properties in our portfolio.  


We expect to fundfunded the $327.5$328.9 million of cash consideration for the acquisition of the Grand Victoria CasinoElgin Acquisition using cash from pending asset sales, cash from ongoing operations and borrowings under our revolving credit facility and we intend to fund cash considerationfunded the purchase of approximatelythe real estate underlying Lumière Place with the proceeds of a $246 million Lumière Note and funded the $640 million of consideration payable by usthe Company in the Tropicana transactionAcquisition and repay debtthe repayment of amounts outstanding under Tropicana’sthe Tropicana credit facility with cash generated from our current operations,on hand at the Company and Tropicana, borrowings under the Company’s revolving credit facility and proceeds from pending asset sales, Tropicana’s cash on hand, cash flow generated from Tropicana operations through closing andthe Company’s offering of $600 million of committed debt financing.6% Senior Notes due 2026. In addition, the Company has obtained commitments to increaseCompany’s borrowing capacity on its revolving credit facility increased from $300 million to $500 million effective at the time ofsubstantially concurrently with the consummation of the Tropicana Acquisition on October 1, 2018 and expects to extendextended the maturity of the revolving credit facility to five years following the consummation of the Tropicana Acquisition.October 1, 2023. We expect that cash generated from operations will be sufficient to fund our operations and capital requirements, and service our outstanding indebtedness for the next twelve months.

At March 31,September 30, 2018, we had consolidated cash and cash equivalents of $183.1 million.$164.1 million, excluding restricted cash. At March 31,September 30, 2017, we had consolidated cash and cash equivalents of $44.6 million.$134.9 million, excluding restricted cash. This increase in cash was primarily due to cash generated from operations for the nine months ended September 30, 2018. We also had $604.1 million in escrow cash related to cash acquiredthe issuance of the 6% Senior Notes due 2026 in our acquisition of Isle combinedconjunction with cash flow generated by our operations.the Tropicana Acquisition that closed on October 1, 2018.

Operating Cash Flow.  For the threenine months ended March 31,September 30, 2018, cash flows provided by operating activities totaled $78.0$263.4 million compared to $5.2$71.6 million duringfor the same prior year period. The increase in operating cash was primarily due to incremental operating cash generated byfrom operations during the acquired Isle propertiesnine months ended September 30, 2018 combined with changes in the balance sheet accounts in the normal course of business. Additionally, significant payments were made during the nine months ended September 30, 2017 in conjunction with the acquisition of Isle and impacted operating cash flows.

Investing Cash Flow and Capital Expenditures.  Net cash flows used in investing activities totaled $21.1$395.1 million for the threenine months ended March 31,September 30, 2018 compared to $383.1 million$1.4 billion for the same prior year period. Net cash flows used in investing activities in the threenine months ended March 31,September 30, 2018 were primarily due to $21.3$306.3 million used in the Elgin Acquisition and $89.1 million in capital expenditures for various property enhancement and maintenance projects along with equipment purchases. Net cash flows used in investing activities for the nine months ended September 30, 2017 consisted of $1.3 billion related to funds used in the Isle Acquisition, and $52.9 million in capital expenditures for various property enhancement and maintenance projects and equipment purchases. Net cash flows used in investing activities for the


three months ended March 31, 2017 primarily consisted of $376.8 million related to escrowed funds associated with the Isle of Capri acquisition which closed on May 1, 2017, and $6.2 million in capital expenditures for various property enhancement and maintenance projects and equipment purchases.

Financing Cash Flow.  Net cash used forprovided by financing activities for the threenine months ended March 31,September 30, 2018 totaled $8.0$763.7 million compared to $361.1 million net cash provided by financing activities in$1.4 billion for the same prior year period. The cash used forprovided by financing activities for the threenine months ended March 31,September 30, 2018 was principally due to $7.5$600.0 million of proceeds from the issuance of the 6% Senior Notes due 2026 and $180.0 million of net taxes paidborrowings under the Revolving Credit Facility related to net share settlement of equity awards.the Elgin Acquisition. During the threenine months ended March 31,September 30, 2017, cash provided by financing activities consisted primarily of $375$1.4 billion and $875.0 million of proceeds from the issuance of the credit facility and 6% Senior Notes due 2025, respectively, partially offset by net payments of $866.8 million on our credit facility in conjunction with our refinancing of debt in May of 2017.

Share Repurchase Program

On November 8, 2018, the Company issued a press release announcing that its Board of Directors has authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time,  repurchase shares of common stock on the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Prior Credit Facility and debt issuance costs.Share Repurchase Program

Debt Obligations

7% Senior NotesTerm Loan and Revolving Credit Facility

On July 23, 2015, we issued at par $375.0 million in aggregate principal amount of 7.0% senior notes due 2023 (“7% Senior Notes”) pursuant to In April 2017, the indenture,Company entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of July 23, 2015April 17, 2017 (the “7% Senior Notes Indenture”“Credit Facility”), between usconsisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and U.S. Bank, National Association, as Trustee.a $300.0 million revolving credit facility (the “Revolving Credit Facility”). The 7% Senior NotesCompany’s obligations under the Revolving Credit Facility will mature on August 1, 2023, with interest payable semi-annually in arrearsApril 17, 2022. The Company’s obligations under the Term Loan Facility will mature on February 1 and August 1April 17, 2024. The Company was required to make quarterly principal payments of $3.6 million on the Term Loan Facility on the last day of each year.fiscal quarter beginning on June 30, 2017 but satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior Notes due 2025. In addition, the Company is required to make mandatory


On or after August 1, 2018, wepayments of amounts outstanding under the Credit Facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, the Company may redeem all orbe required to apply a portion of its excess cash flow to repay amounts outstanding under the 7% Senior Notes upon notCredit Facility.

As of September 30, 2018, the Company had $956.8 million outstanding on the Term Loan and $180.0 million outstanding under the Revolving Credit Facility. The Company had $110.9 million of available borrowing capacity, after consideration of $9.1 million in outstanding letters of credit under its Revolving Credit Facility as of September 30, 2018.

The interest rate per annum applicable to loans under the Revolving Credit Facility are, at our option, either LIBOR plus a margin ranging from 1.75% to 2.50% or a base rate plus a margin from 0.75% to 1.50%, the margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the Term Loan Facility is, at our option, either LIBOR plus 2.25%, or a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than 30 nor morezero or the base rate be less than 60 days’ notice, at1.00%. Additionally, the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any,Company pays a commitment fee on the 7% Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below:

Year

 

Percentage

 

 

2018

 

 

105.250

 

%

2019

 

 

103.500

 

%

2020

 

 

101.750

 

%

2021 and thereafter

 

 

100.000

 

%

Prior to August 1, 2018, we may redeem all or aunused portion of the 7% Senior Notes at a price equalRevolving Credit Facility of 0.50% per annum. At September 30, 2018, the weighted average interest rates on the Term Loan and Revolving Credit Facility were 4.17% and 4.54%.

On June 6, 2018, the Company executed an amendment that modified certain covenants in the Credit Facility to 100%allow for considerations related to the acquisition of Tropicana. The borrowing capacity of the 7% Senior Notes redeemed plus accrued and unpaid interestRevolving Credit Facility increased from $300 million to $500 million effective substantially concurrently with the redemption date, plus a make-whole premium. At any time prior to Augustconsummation of the Tropicana Acquisition on October 1, 2018 we are also entitled to redeem up to 35%and the maturity date of the original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equalRevolving Credit Facility extended to 107% of the principal amount of the 7% Senior Notes redeemed, plus accrued and unpaid interest. If we experience certain change of control events (as defined in the 7% Senior Notes Indenture), we must offer to repurchase the 7% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If we sell asset under certain circumstances and does not use the proceeds for specified purposes, we must offer to repurchase the 7% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The 7% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.October 1, 2023.

The 7% Senior Notes Indenture contains certain covenants limiting, among other things, our ability and the ability of our subsidiaries (other than its unrestricted subsidiaries) to:

pay dividends or distributions or make certain other restricted payments or investments;

incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 7% Senior Notes or the guarantees of the 7% Senior Notes;

create liens;

transfer and sell assets;

merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets;

enter into certain transactions with affiliates;

engage in lines of business other than our core business and related businesses; and

create restrictions on dividends or other payments by restricted subsidiaries.


These covenants are subject to a number of exceptions and qualifications as set forth in the 7% Senior Notes Indenture. The 7% Senior Notes Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7% Senior Notes to be declared due and payable. As of March 31,September 30, 2018 we were in compliance with all of the covenants under the 7% Credit Facility.

Senior Notes Indenture relating to the 7% Senior Notes.

6% Senior Notes due 2026

On March 29, 2017, Eagle II Acquisition Company LLCSeptember 20, 2018, Delta Merger Sub, Inc. (“Eagle II”Escrow Issuer”), oura Delaware corporation and a wholly-owned subsidiary of the Company, issued $375.0$600 million aggregate principal amount of 6%6.0% senior notes due 2026 (the “6% Senior Notes due 2025 (the “6% Senior Notes”2026”) pursuant to an indenture, dated as of March 29, 2017September 20, 2018 (the “6% Senior Notes“2026 Indenture”), between Eagle IIEscrow Issuer and U.S. Bank, National Association, as Trustee. The 6% Senior Notes will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2017. The proceeds of the offering, and additional funds in the amount of $1.9 million in respect of interest expected to be accruedInterest on the 6% Senior Notes were placeddue 2026 will be paid every semi-annually in escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle. In connection with the consummation of our acquisition of Islearrears on May 1, 2017, the escrowed funds were releasedMarch 15 and we assumed Eagle II’s obligations under theSeptember 15, commencing March 15, 2019.

The 6% Senior Notes due 2026 were general unsecured obligations of Escrow Issuer’s upon issuance and, upon the assumption of such obligations by the Company and the 6% Senior Notes Indenture and certain of our subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of our obligations under the 6% Senior Notes.

On September 13, 2017, we issued an additional $500.0 million principal amountsubsidiary guarantors (the “Guarantors”) upon consummation of the 6% Senior Notes at an issue price equal to 105.5%Tropicana Acquisition, became general unsecured obligations of the principal amountCompany and the Guarantors, ranking senior in right of payment to all of the 6% Senior Notes. The additional notes were issued pursuantCompany’s existing and future debt that is expressly subordinated in right of payment to the 6% Senior Notes Indenture that governsdue 2026 and the guarantees, ranking equally in right of payment with all of the applicable obligor’s existing and future senior liabilities, including the obligations under the Company’s existing 7% Senior Notes due 2023 and 6% Senior Notes due 2025, and are effectively subordinated to all of the applicable obligor’s existing and future secured debt, including indebtedness under the Company’s existing senior secured credit facility and the Lumière Note (as defined in the 2026 Indenture), in each case, to the extent of the value of the collateral securing such debt. In addition, the 6% Senior Notes. We usedNotes due 2026 and the proceedsrelated guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of the offeringCompany’s subsidiaries and other entities in which the Company has an equity interest that do not guarantee the 6% Senior Notes due 2026 (other than indebtedness and liabilities owed to repay $78.0 million of outstanding borrowings under the revolving credit facility and usedCompany or the remainder to repay $444.5 million outstanding borrowings under the term loan facility and related accrued interest.Guarantors).

On or after April 1, 2020, weSeptember 15, 2021, the Company may redeem all or a portion of the 6% Senior Notes due 2026 upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes due 2026  redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1September 15 of the years indicated below:

 

Year

 

Percentage

 

 

 

Percentage

 

 

2020

 

 

104.500

 

%

2021

 

 

103.000

 

%

 

 

104.500

 

%

2022

 

 

101.500

 

%

 

 

103.000

 

%

2023 and thereafter

 

 

100.000

 

%

2023

 

 

101.500

 

%

2024 and thereafter

 

 

100.000

 

%

 


Prior to April 1, 2020, we may redeem all orUpon the occurrence of a portionChange of Control (if the 6% Senior Notes atdue 2026 do not have investment grade status) or a price equal to 100%Change of the 6% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to April 1, 2020, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes redeemed, plus accrued and unpaid interest. If we experience certain change of control events (asControl Triggering Event (each as defined in the 6% Senior Notes2026 Indenture), wethe Company must offer to repurchase the 6% Senior Notes due 2026 at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

If we sellthe Company sells assets under certain circumstances and dodoes not use the proceeds for specified purposes, wethe Company must apply the net proceeds of such sale to make an offer to repurchase the 6% Senior Notes due 2026 at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date.

The 6% Senior Notes due 2026 are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities.

The 6% Senior Notes2026 Indenture contains certain covenants limiting, among other things, ourthe Company’s ability and the ability of our subsidiaries (other than its unrestricted subsidiaries) to:

incur additional indebtedness;

create, incur or suffer to exist certain liens;

pay dividends or make distributions on capital stock or repurchase capital stock;

make certain other restricted payments or investments;

incurplace restrictions on the ability of subsidiaries to pay dividends or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinatedmake other distributions to the 6% Senior Notes or the guarantees of the 6% Senior Notes;Issuer;

create liens;

transfer and sell assets;

certain assets or merge with or consolidate or sell, transfer or otherwise dispose of all or substantially all of our assets;


enter into certain transactions with affiliates;

engage in lines of business other than our core business and related businesses;companies; and

create restrictions on dividends or other payments by restricted subsidiaries.enter into certain types of transactions with the stockholders and affiliates.

These covenants are subject to a number of exceptions and qualifications as set forth in the 6% Senior Notes2026 Indenture. The 6% Senior Notes2026 Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes due 2026 to be declared due and payable. As of March 31, 2018, we were in compliance with all

The Company applied the net proceeds of the covenants undersale of the 6% Senior Notes Indenture relatingdue 2026, together with borrowings under its existing revolving credit, cash on hand and Tropicana’s cash on hand, to pay the consideration payable by the Company pursuant to the 6% Senior Notes.

Credit Facility

On July 23, 2015, we entered into a $425.0 million seven year term loan and a $150.0 million five year revolving credit facility.

The term loan bore interest at a rate per annum of, at our option, either (x) LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or (y) a base rate plus 2.25%. Borrowings under the 2015 revolving credit facility bore interest at a rate per annum of, at our option, either (x) LIBOR plus a spread ranging from 2.5% to 3.25% or (y) a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on our total leverage ratio. Additionally, we paid a commitment fee on the unused portion of the 2015 revolving credit facility not being utilized in the amount of 0.50% per annum.

On May 1, 2017,merger agreement, repay all of the debt outstanding amounts under our 2015 credit facility were repaid with proceeds of borrowings under the newTropicana’s existing credit facility and pay fees and costs associated with the 2015 credit facility was terminated.Tropicana Acquisition that closed on October 1, 2018.

New Credit Facility6% Senior Notes due 2025

On April 17, March 29, 2017, Eagle II entered into a new credit agreement by and among Eagle II, as initial borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party theretoissued at par $375.0 million aggregate principal amount of 6.0% senior notes due 2025 (the “6% Senior Notes due 2025”) pursuant to an indenture, dated as of March 29, 2017 (the “2025 Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes due 2025 will mature on April 17, 2017, consisting of a $1.45 billion term loan facility1, 2025, with interest payable semi-annually in arrears on April 1 and a $300.0 million revolving credit facility, which was undrawn at closing. The proceeds of the new term loan facility, and additional funds in the amount of $4.5 million in respect of interest expected to be accrued on the new term loan facility, were placed in escrow pending satisfaction of certain conditions, including consummation of our acquisition of Isle.October 1. In connection with the consummation of our acquisition ofthe Isle Acquisition on May 1, 2017, the escrowed funds were released and weCompany assumed Eagle II’s obligations under the new credit facility6% Senior Notes due 2025 and the 2025 Indenture and certain of ourthe Company’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of ourthe Company’s obligations under the new credit facility.6% Senior Notes due 2025.

AsOn September 13, 2017, the Company issued an additional $500.0 million principal amount of March 31, 2018, we had $956.8 million outstanding on the new term loan. There were no borrowings outstanding under the new revolving credit facility as of March 31, 2018. We had $291.5 million of available borrowing capacity, after consideration of $8.5 million in outstanding letters of credit, under our new revolving credit facility as of March 31, 2018. We have obtained commitmentsits 6% Senior Notes due 2025 at an issue price equal to increase our revolving credit facility from $300 million to $500 million effective at the time105.5% of the consummation of the Tropicana Acquisition. At March 31, 2018, the weighted average interest rate on the new term loan was 3.9% based upon the weighted average interest rate of borrowings outstanding during the three months ended March 31, 2018.

We applied the net proceeds of the new term loan facility and borrowings under the new revolving credit facility totaling $135 million, together with the proceedsprincipal amount of the 6% Senior Notes and cash on hand, to (i) pay the cash portion of the consideration payable in our acquisition of Isle, (ii) refinance all of the debt outstanding under Isle’s existing credit facility, (iii) redeem or otherwise repurchase all of Isle’s outstanding 5.875% Senior Notes due 2021 and 8.875% Senior Subordinated Notes due 2020, (iv) repay all amounts outstanding under our 2015 credit facility and (v) pay fees and costs associated with our acquisition of Isle and such financing transactions.

Our obligations under the new revolving credit facility currently mature on April 17, 2022. However, we expect that, in connection with the consummation of the Tropicana Acquisition, the maturity of the revolving credit facility will be extended2025. The additional notes were issued pursuant to the date2025 Indenture that is five years following the consummation of the Tropicana Acquisition. Our obligations under the new term loan facility will mature on April 17, 2024. We were required to make quarterly principal payments in an amount equal to $3.6 million on the new term loan facility on the last day of each fiscal quarter beginning on June 30, 2017. We satisfied this requirement as a result of the principal prepayment of $444.5 million on September 13, 2017 in conjunction with the issuance of the additional 6% Senior Notes. In addition, we are required to make mandatory payments of amounts outstanding under the new credit facility with the proceeds of certain casualty events, debt issuances, and asset sales and, depending on its consolidated total leverage ratio, we are required to apply a portion of its excess cash flow to repay amounts outstanding under the new credit facility.


The interest rate per annum applicable to loans under the new revolving credit facility is, at our option, either (i) LIBOR plus a margin ranging from 1.75% to 2.50% or (ii) a base rate plus a margin ranging from 0.75% to 1.50%, which margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the new term loan facility is, at our option, either (i) LIBOR plus 2.25%, or (ii) a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term of the new term loan facility or the new revolving credit facility. Additionally, we pay a commitment fee on the unused portion of the new revolving credit facility in the amount of 0.50% per annum.

The new credit facility is secured by substantially all of our personal property assets and substantially all personal property assets of each subsidiary that guaranties the new credit facility (other than certain subsidiary guarantors designated as immaterial), whether owned on the closing date of the new credit facility or thereafter acquired, and mortgages on certain real property and improvements owned or leased by us or the new credit facility guarantors. The new credit facility is also secured by a pledge of all of the equity owned by us and the new credit facility guarantors (subject to certain gaming law restrictions).

The new credit facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of the subsidiary guarantors to incur debt; create liens; engage in mergers, consolidations or asset dispositions; pay dividends or make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; or modify our lines of business.

The new credit facility also includes certain financial covenants, including the requirements that we maintain throughout the term of the new credit facility and measured as of the end of each fiscal quarter, and solely with respect to loans under the new revolving credit facility, a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 for the period beginning on the closing date and ending with the fiscal quarter ending December 31, 2018, 6.00 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 5.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter. We will also be required to maintain an interest coverage ratio in an amount not less than 2.00 to 1.00 measured on the last day of each fiscal quarter beginning on the closing date, and ending with the fiscal quarter ending December 31, 2018, 2.50 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 2.75 to 1.00 for the period beginning with the fiscal quarter beginning January 1, 2020 and thereafter.

The new credit facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to our other indebtedness, includinggoverns the 6% Senior Notes due 2025. The Company used the proceeds of the offering to repay $78.0 million of outstanding borrowings under the previous revolving credit facility and used the remainder to repay $444.5 million outstanding borrowings under the previous term loan facility and related accrued interest.

7% Senior Notes certain eventsdue 2023

On July 23, 2015, the Company issued at par $375.0 million in aggregate principal amount of bankruptcy or insolvency, certain ERISA events,7.0% senior notes due 2023 (“7% Senior Notes due 2023”) pursuant to an indenture, dated as of July 23, 2015 (the “2023 Indenture”), between the invalidityCompany and U.S. Bank, National Association, as Trustee. The 7% Senior Notes due 2023 will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of certain loan documents, certain changeseach year.

As of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the new credit facility would be entitled to take various actions, including accelerating amounts outstanding thereunder and taking all actions permitted to be taken by a secured creditor. As March 31,September 30, 2018 we were in compliance with theall covenants under the new credit facility.6% Senior Notes due 2025, 6% Senior Notes due 2026 and 7% Senior Notes due 2023.


Contractual Obligations

ThereOther than the obligations associated with the issuance of the 6% Senior Notes due 2026, the Lumière Loan and the Master Lease, there have been no material changes for the threenine months ended March 31,September 30, 2018 to our contractual obligations as disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2017.

Other Liquidity Matters

We are faced with certain contingencies involving litigation and environmental remediation and compliance. These commitments and contingencies are discussed in “Part II, Item 1. Legal Proceedings” and Note 1011 to our unaudited consolidated financial statements, both of which are included elsewhere in this report. In addition, new competition may have a material adverse effect on our revenues, and could have a similar adverse effect on our liquidity. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business” which is included in our Annual Report on Form 10-K for the year ended December 31, 2017 and “Part II, Item IA. Risk Factors” which is included in this Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2018.


Critical Accounting Policies

Our critical accounting policies disclosures are included in our Annual Report on Form 10‑K for the year ended December 31, 2017. Except as described in footnotesNotes 2 and 3 to the accompanying condensed notes of these consolidated financial statements, we believe there have been no material changes since December 31, 2017. We have not substantively changed the application of our policies and there have been no material changes in assumptions or estimation techniques used as compared to prior periods.

Off‑Balance Sheet Arrangements

We are not party to any off‑balance sheet arrangements.

Cautionary Statement Regarding Forward‑Looking Information

This report includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward‑looking statements include statements regarding our strategies, objectives and plans for future development or acquisitions of properties or operations, as well as expectations, future operating results and other information that is not historical information. When used in this report, the terms or phrases such as “anticipates,” “believes,” “projects,” “plans,” “intends,” “expects,” “might,” “may,” “estimates,” “could,” “should,” “would,” “will likely continue,” and variations of such words or similar expressions are intended to identify forward‑looking statements. Specifically, forward-looking statements may include, among others, statements concerning:

projections of future results of operations or financial condition;

expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

our ability to comply with the covenants in the agreements governing our outstanding indebtedness;

our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

expectations regarding availability of capital resources;

our ability to consummate the acquisition of Tropicana Entertainment and the Grand Victoria Casino and the disposition of Presque Isle Downs and VicksburgNemacolin on the timeline and terms described herein or at all;

our intention to pursue development opportunities, including the development of a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the Pompano casino and racetrack, and additional acquisition;

our ability to ability to obtain financing for, and realize the anticipated benefits, of such development and acquisitions, including the acquisition of Tropicana Entertainment and the Grand Victoria Casino and the development of Pompano; and

the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.



the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects and operation of online sportsbook, poker and gaming

Any forward‑looking statements are based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward‑looking statements made herein. Forward‑looking statements speak only as of the date they are made, and we assume no duty to update forward-looking statements. Forward-looking statements should not be regarded as a representation by us or any other person that the forward‑looking statements will be achieved. Undue reliance should not be placed on any forward‑looking statements. Some of the contingencies and uncertainties to which any forward‑looking statement contained herein is subject include, but are not limited to, the following:

our substantial indebtedness and significant financial commitments could adversely affect our results of operations and our ability to service such obligations;

restrictions and limitations in agreements governing our debt could significantly affect our ability to operate our business and our liquidity;

our facilitieswe operate in very competitive environments and we face increasing competition;

the ability to identify suitable acquisition opportunities and realize growth and cost synergies from any future acquisitions;

our operations are particularly sensitive to reductions in discretionary consumer spending and are affected by changes in general economic and market conditions;

our gaming operations are highly regulated by governmental authorities and the cost of complying or the impact of failing to comply with such regulations;

changes in gaming taxes and fees in jurisdictions in which we operate;

risks relating to pending claims or future claims that may be brought against us;

changes in interest rates and capital and credit markets;

our ability to comply with certain covenants in our debt documents;

the effect of disruptions to our information technology and other systems and infrastructure;

construction factors relating to development, maintenance and expansion of operations;

our ability to attract and retain customers;

weather or road conditions limiting access to our properties;

the effect of war, terrorist activity, natural disasters and other catastrophic events;

the impact of online sportsbook, poker and gaming on our existing operations and our ability to participate in such markets through our partnerships with William Hill and other market service providers;

the intense competition to attract and retain management and key employees in the gaming industry; and

the other factors set forthdescribed in Part I,II, Item 1A. “Risk Factors” included incontained herein and our Annual Reportreports on Form 10‑K for10-K, Form 10-Q and Form 8-K filed with the year ended December 31, 2017.Securities and Exchange Commission.

In addition, the acquisition of Tropicana EntertainmentAcquisition and the Grand Victoria Casino,Elgin Acquisition, the dispositions of Presque Isle Downs and VicksburgNemacolin and the provisions of the related acquisition agreementsour arrangement with William Hill create additional risks, uncertainties and other important factors, including but not limited to:

our ability to obtain required regulatory approvals for the dispositions and the acquisition of William Hill capital stock (including approval from gaming regulators and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976)regulators) and satisfy or waive other closing conditions to consummate such transactions on a timely basis;

the possibility that the onedispositions or morethe acquisition of such transactionsWilliam Hill capital stock do not close on the terms described herein or that we are required to modify aspects of one or more of such transactions to obtain regulatory approval;

our ability to promptly and effectively implement our operating strategies at the acquired properties and integrate our business and the business of the acquired companies to realize the synergies contemplated by the proposed acquisition;

our ability to obtain debt financing on the terms expected, or at all, and timely receive proceeds from the sale of Presque Isle Downs and Vicksburg to fund the acquisitions;

the possibility that the business of Tropicana or the Grand Victoria Casino may suffer as a resultability to retain key employees of the announcement of the acquisition;acquired companies; and


 

other risks and uncertainties described in Part II, Item 1A. “Risk Factors” contained herein and our reports on Form 10-K, Form 10-Q and Form 8-K filed with the ability to retain key employees of the acquired companies;Securities and Exchange Commission.

the outcome of legal proceedings that may be instituted as a result of the proposed transactions; and

other risks and uncertainties described in Part II, Item 1A. “Risk Factors” contained herein and our reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

In light of these and other risks, uncertainties and assumptions, the forward‑looking events discussed in this report might not occur. These forward‑looking statements speak only as of the date on which this statement is made, even if subsequently made available on our website or otherwise, and we do not intend to update publicly any forward‑looking statement to reflect events or circumstances that occur after the date on which the statement is made, except as may be required by law.

You should also be aware that while we from time to time communicate with securities analysts, we do not disclose to them any material non‑public information, internal forecasts or other confidential business information. Therefore, you should not assume that we agree with any statement or report issued by any analyst, irrespective of the content of the statement or report. To the extent that reports issued by securities analysts contain projections, forecasts or opinions, those reports are not our responsibility and are not endorsed by us.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. We are exposed to changes in interest rates primarily from variable rate long‑term debt arrangements. At March 31,September 30, 2018, interest on borrowings under our New Credit Facility was subject to fluctuation based on changes in short-term interest rates.

As of March 31,September 30, 2018, our long‑term variable‑rate borrowings totaled $956.8 million under the New Term Loan and represented$180.0 under the Revolving Credit Facility, representing approximately 43%38% of our long‑term debt compared to 37%44% of our long‑term debt as of March 31,September 30, 2017. During the threenine months ended March 31,September 30, 2018, the weighted average interest rates on our variable and fixed rate debt were 3.9%4.30% and 6.3%6.28%, respectively.

The Company evaluates its exposure to market risk by monitoring interest rates in the marketplace and has, on occasion, utilized derivative financial instruments to help manage this risk. The Company does not utilize derivative financial instruments for trading purposes. There were no material quantitative changes in our market risk exposure, or how such risks are managed, for the three months ended March 31,September 30, 2018.

ITEM 4.

CONTROLS AND PROCEDURES.

 

(a)

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, evaluated and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) as of the end of the period covered by this Quarterly Report on Form 10‑Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10‑Q are effective to ensure that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized, evaluated and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure

 

(b)

Changes in Internal Controls

Except as noted below, there were no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10‑Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On May 1, 2017,August 7, 2018 we completed the acquisition of Isle.Elgin. See Part I, Item 1, Condensed Notes to Unaudited Consolidated Financial Statements, Note 3: Isle Acquisition and FinalAcquisitions, Preliminary Purchase Price Accounting and Proforma Information, for a discussion of the acquisition and related financial data. We areThe Company is in the process of integrating IsleElgin and our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding the IsleElgin Acquisition, there were no changes in our internal control over financial reporting that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.


PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are a party to various lawsuits, which have arisen in the normal course of our business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations.

Legal matters are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 15 to our Consolidated Financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2017.

ITEM 1A.

RISK FACTORS

A description of our risk factors can be found in “Part I, Item 1A. Risk Factors” included in our Annual Report on Form 10‑K for the year ended December 31, 2017. There have been no material changes to those risk factors during the three months ended March 31,September 30, 2018, except for the following additional risk factors related to certain acquisitions and dispositions.

Factors Relating to the Acquisitions and Dispositions

Some of our casinos are located on leased property and we expect to enter into a master lease with respect to certain properties that we expect to acquire in the Tropicana Acquisition.property. If we default on one or more leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected casino.  

We currently lease certain parcels of land on which several of our properties are located, and we expect to enter into a master lease with respect to sixincluding five of the properties that we will acquireacquired in the Tropicana Acquisition (the “Master Lease”).Acquisition. As a ground lessee, we have the right to use the leased land; however, we do not hold fee ownership of the underlying land. Accordingly, with respect to the leased land, we will have no interest in the land or improvements thereon at the expiration of the ground leases. Moreover, since we do not completely control the land underlying the property, a landowner could take certain actions to disrupt our rights in the land leased under the long-term leases which are beyond our control.  If the entity owning any leased land chose to disrupt our use either permanently or for a significant period of time, then the value of our assets could be impaired and our business and operations could be adversely affected. Our leases provide that they may be terminated for a number of reasons, including failure to pay rent, taxes or other payment obligations or the breach of other covenants contained in the leases. In particular, the Master Lease is expected to requirerequires initial annual rent payments of $110$87.62 million and obligateobligates us to make specified minimum capital expenditures with respect to the leased properties. If we were to default on any one or more of these leases, the applicable lessors could terminate the affected leases and we could lose possession of the affected land and any improvements on the land, including the hotels and casinos. A termination of our ground leases or the master leaseMaster Lease could result in a default under our debt agreements and could have a material adverse effect on our business, financial condition and results of operations. Further, in the event that any lessor with respect to our leased properties, including properties that will beare subject to the Master Lease, encounters financial, operational, regulatory or other challenges, there can be no assurance that such lessor will be able to comply with its obligations under the applicable lease.

TheCertain of our leases, including the Master Lease is expectedrelating to be a triple-net lease.certain of the properties acquired in the Tropicana Acquisition are “triple-net” leases. Accordingly, in addition to rent, we will beare required to pay, among other things, the following: (1) alllease payments to the underlying ground lessor for properties that are subject to ground leases; (2) facility maintenance (2)costs; (3) all insurance required in connectionpremiums for insurance with respect to the leased properties and the business conducted on the leased properties, (3)properties; (4) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (4)(5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We will beare responsible for incurring the costs described in the preceding sentence notwithstanding the fact that many of the benefits received in exchange for such costs shall in part accrue to the lessor as the owner of the associated facilities. In addition, we expect that we will remain obligated for lease payments and other obligations under the Master Lease and other ground leases even if one or more of such leased facilities is unprofitable or if we decide to withdraw from those locations. We could incur special charges relating to the closing of such facilities including lease termination costs, impairment charges and other special charges that would reduce our net income and could have a material adverse effect on our business, financial condition and results of operations.


Delay or failure to complete the Acquisitions or Dispositions would prevent the Company from realizing the anticipated benefits of the transactions.

Any delay in completing the Acquisitions or Dispositions may reduce the synergies, use of proceeds and other benefits that we anticipate if we successfully complete the transactions within the expected timeframe and integrate our business and the businesses, Tropicana and the Grand Victoria Casino. In addition, the market price of our common stock may reflect various market assumptions as to whether and when the Acquisitions and Dispositions will be completed. Consequently, the completion of, the failure to complete, or any delay in the completion of the Acquisitions or Dispositions could result in significant changes in the market price of our common stock.

The acquisition of Tropicana and the Grand Victoria and the sale of Presque Isle Downs and VicksburgNemacolin and our transaction with William Hill are subject to the receipt of approvals and clearances that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the transactions. We may be required to pay significant reverse termination fee if we are unable to obtain regulatory approvals for the Acquisitions.

Completion of eachthe dispositions of Presque Isle Downs and Nemacolin and the Acquisitions and Dispositionsclosing of our agreement to partner with William Hill is conditioned upon the receipt of certain governmental approvals, including, without limitation, antitrust and gaming regulatory approvals.regulatory. There can be no assurance that these approvals will be obtained and that the other conditions to completing the Acquisitions and Dispositionsdispositions will be satisfied in a timely fashion, or at all. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the transactions or require changes to the terms of the agreements governing the transactions. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Acquisitions and Dispositionsdispositions or of imposing additional costs or limitations on us following completion of the transactions, any of which might have an adverse effect on us.  

In addition, if we fail to obtain required regulatory approvals forThe waiting period under the Tropicana Acquisition, we may be required to pay a reverse termination feeHart-Scott-Rodino Antitrust Improvement Acts of $92.5 million and could be liable for additional damages. If we fail to obtain required regulatory approvals for the Elgin Acquisition, we may lose our $15 million deposit. Further, we have incurred and will continue to incur significant costs, such1976, as legal, accounting, and similar costs, relatingamended, has been terminated with respect to the Acquisitions. We will be required to pay such costs whether or not the Acquisitions are consummated.

Our obligation to consummate the Acquisitions is not subject to a financing condition.

Our obligation to consummate the Acquisitions is not subject to a financing condition. As a result, if we are unable to obtain financing to pay the consideration for such transaction we may be subject to liability for a breach of the agreements governing the acquisitions.

We intend to finance a portion of the cash consideration that we are required to pay in connection with the Tropicana Acquisition with debt financing expected to be obtained pursuant to a $600.0 million commitment provided by J.P. Morgan (the “Commitment Letter”). We expected to issue at least $600.0 million of senior unsecured notes to finance such portion of the cash consideration, but if the notes are not issued and sold on or prior to the date of the consummation of Tropicana, the Commitment Letter contemplates that the lenders thereunder will make available at least $600.0 million in senior unsecured bridge loans under a senior unsecured credit facility. As a result, if financing cannot be obtainedPresque Isle Downs disposition and the Tropicana Acquisition is not completed, we may be required to pay Tropicana damages, including a reverse termination fee of $92.5 million, or we may be compelled to specifically perform our obligation to consummate theWilliam Hill transaction.

We intend to fund the consideration payable in the Elgin Acquisition using cash from the Dispositions, cash from ongoing operations and borrowings under our revolving credit facility. We may be subject to a claim for damages or specific performance if we are unable to obtain the necessary funds to consummate the acquisition, including as a result of a failure to consummate the Dispositions.  

The pending Acquisitions and Dispositionsdispositions may be disruptive to our business.

Whether or not the Acquisitions or Dispositionsdispositions are completed, the pendency of the transactions could cause disruptions in our business, and the businesses of Tropicana and Elgin, which could have an adverse effect on our businesses and financial results. These disruptions could include the following:

our current and prospective employees may experience uncertainty about their future roles with the combined company or consider other employment alternatives, which might adversely affect our ability to retain or attract key managers and other employees and the ability of Tropicana and the Grand Victoria to retain employees that we consider key to our future combined operations;employees;


current and prospective customers may anticipate changes in how they are served or the benefits offered our loyalty reward program and may, as a result, choose to discontinue their patronage; and

the attention of our management may be diverted from the operation of our business.

Litigation challenging the Tropicana Acquisition could delay or prevent the completion of the transaction.

One of the conditions to the Tropicana Acquisition is that no temporary restraining order, preliminary or permanent injunction, or other judgment, order or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger will be in effect; nor will there be any law, statute, ordinance, rule, regulation, order, policy, guideline or agency requirement enacted, entered, promulgated, enforced or deemed applicable by any governmental entity that prohibits or makes illegal the consummation of the merger. While we are not aware of any lawsuit that has been filed seeking the enjoin the Tropicana Acquisition, there can be no assurance that such a claim will not be filed by seeking damages relating to, or otherwise challenging, the acquisition. If the plaintiffs in any such action secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting our ability or Tropicana’s ability to consummate the Tropicana Acquisition, then such injunctive or other relief may prevent the merger from becoming effective within the expected time frame or at all. If consummation of the Tropicana Acquisition is prevented or delayed, it could result in substantial costs to us or Tropicana. In addition, we and Tropicana could incur significant costs in connection with such lawsuits, including costs associated with the indemnification of directors and officers.

The integration of our operations with Tropicana and the Grand Victoria following the Acquisitionsacquisitions may present significant challenges and impair our ability to realize the anticipated benefits of the Acquisitionsacquisitions in the anticipated time frame or at all.

Our ability to realize the anticipated benefits of the Acquisitionsacquisitions will depend, to a large extent, on our ability to integrate the business of Tropicana and the Grand Victoria into our operations in the anticipated time frame or at all. We may face significant challenges in combining the operations of the acquired companies into our operations in a timely and efficient manner. The combination of independent businesses is a complex, costly and time-consuming process. As a result, we will be required to devote significant management attention and resources to integrating the business practices and operations of the acquired companies into our operations. The integration process may disrupt the business of the acquired properties and, if implemented ineffectively or inefficiently, could preclude realization of the full benefits that we expect. The failure to successfully integrate the acquired properties and to manage the challenges presented by the integration process successfully may result in an interruption of, or loss of momentum in, the combined business, which may have the effect of depressing the market price of our common stock following the closing of the transactions.

In addition, while we expect to realize cost synergies from combining the sales and general and administrative functions of the acquired businesses with ours, we will be required to incur costs, including severance and related expenses, to realize the anticipated cost savings. While we believe that the combined entity will benefit from cost synergies, we may be unable to realize all of thesethe expected cost synergies within the time frame expected or at all. In addition, we may incur additional or unexpected costs in order to realize these cost synergies.

The Acquisitionsacquisition of Tropicana and the Grand Victoria may not be accretive and may cause dilution to our earnings per share, which may negatively affect the price of our common stock.

We currently anticipate that the Acquisitionsacquisitions will be accretive to the earnings per share of the combined company in 2019. This expectation is based on preliminary estimates and assumes certain synergies expected to be realized by the combined company over a 12-month period following the completion of the Acquisitions.acquisitions. Such estimates and assumptions could materially change due to additional transaction-related costs, delays in regulatory approvals, the failure to realize any or all of the benefits expected in the Acquisitionsacquisitions or other factors beyond our control. All of these factors could delay, decrease or eliminate the expected accretive effect of the Acquisitionsacquisitions and cause resulting dilution to our earnings per share or to the price of our common stock.


We will have a substantial amount of debt outstanding following the Acquisitionsacquisition of Tropicana and the Grand Victoria and we may incur additional indebtedness.

We expect thatAs of September 30, 2018 and after giving effect to the acquisition of Tropicana and the Grand Victoria, we will havehad approximately $2.8$3.2 billion of debt and an additional $110$87.6 million of other annual obligations relating to the Master Lease following the completion of the Acquisitions and Dispositions.such acquisitions. In addition, we expect that we will have the ability to incurhad an additional debt$310.9 million of borrowing capacity under our revolving credit facility which we expect will be increasedafter giving effect to the increase in borrowing capacity from $300 million to $500 million effective at the time of the consummation of the Tropicana Acquisition. Weacquisition. In addition, we may be requiredincur debt to incur additional indebtedness to finance the consideration payable under the Acquisitions and to pay costs associated with the development of a mixed-use entertainment and hospitality destination expected to be located on unused land adjacent to the Pompano casino and racetrack. In particular, we will be required to incur additional debt to consummate the Elgin Acquisition, if we are not able to consummate the Dispositions prior to the consummation of such Acquisition.racetrack or for other purposes. As a result of the increased levels of outstanding indebtedness following the Acquisitionsacquisition of Tropicana and the Grand Victoria and rent payments under the Master Lease, future interest expense, rent and debt service obligations will be significantly higher than our historic interest expense.expense and other obligations associated with financing.

We have entered into a partnership agreement to expand our sportsbook business and engage in online sportsbook, casino gaming and poker. There can be no assurance that regulations authorizing such activities will be approved in the jurisdictions in which we operate or that the market for such gaming activities will develop as expected.

During the second quarter of 2018, the U.S. Supreme Court overturned the Federal ban on sports betting.  As a result of the change in regulations, we expanded, and expect to further expand, our sportsbook and online sportsbook, casino gaming and poker business.  We currently accept wagers on sporting events in Nevada, New Jersey and Mississippi and anticipate accepting wagers on sporting events during the fourth quarter of 2018 or first quarter of 2019 at our casinos located in West Virginia and Pennsylvania. Our ability to expand our sports betting and online operations is dependent on adoption of regulations permitting sports betting industry in the United States. There can be no assurances as to when, or if, such regulations will be adopted, or the terms of such regulations, in certain of the jurisdictions in which we operate.

Following the repeal of the Federal ban on sports betting, we entered into a definitive agreement with William Hill PLC and its U.S. subsidiary (“William Hill”) pursuant to which William Hill has agreed to operate as our sports betting operator, including with respect to mobile and online sports wagering, for a period of 25 years. Pursuant to our agreement with William Hill, we will receive a 20% equity stake in a U.S. subsidiary of William Hill as well as ordinary shares of William Hill with a value of $50 million.  In addition, we may in the future enter into agreements that provide other online gaming operators with the ability to operate online and mobile betting and gaming activities under the authority of our licenses. The closing of the transaction with William Hill is, and any similar arrangement in the future may be, subject to the receipt of required regulatory approvals. There can be no assurance that these approvals will be obtained and that the other conditions to completing such transactions will be satisfied in a timely fashion, or at all.  

The market for sports betting and online gaming is rapidly evolving and highly competitive with an increasing number of competitors. The success of our sportsbook and online betting and gaming partners, the value of our equity interest William Hill and the results of operations from sports betting and online sportsbook and gaming conducted at our properties or under the authority of our licenses are dependent on a number of factors that are beyond our control, including:

the timing of adoption of regulations authorizing such betting and gaming activities and the restrictions contained in such regulations;

the tax rates and license fees ;

our ability to gain market share in a newly developing market;

the potential that the market does not develop at all or does not develop as we anticipate;

our ability to compete with new entrants in the market;

changes in consumer demographics and public tastes and preferences; and

the availability and popularity of other forms of entertainment.

There can be no assurance as to the returns that we will receive from our current and anticipated sports betting and online gaming operations or our partnership with William Hill or future similar arrangements with other market service providers.


ITEM 2.

UNREGISTERED SALES OF EQUITYEQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.

OTHER INFORMATION.

None.



ITEM 6.

EXHIBITS.

 

Exhibit

Number

 

Description of Exhibit

 

Method of Filing

 

 

 

 

 

     2.1

Agreement and Plan of Merger by and among Eldorado Resorts, Inc., Delta Merger Sub, Inc., GLP Capital, L.P. and Tropicana Entertainment Inc., dated as of April 15, 2018

Previously filed on Form 8-K filed on April 16, 2018.

     2.2

Interest Purchase Agreement by and among MGM Elgin Sub, Inc., Illinois RBG, L.L.C., Eldorado Resorts, Inc., Elgin Holdings I LLC, Elgin Holdings II LLC, Elgin Riverboat Resort-Riverboat Casino and MGM Resorts International, dated as of April 15, 2018

Previously filed on Form 8-K filed on April 16, 2018.

     4.1

Sixth Supplemental Indenture, dated as of August 7, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture

Previously filed on Form 10-Q filed on August 7, 2018.

     4.2

Third Supplemental Indenture, dated as of August 7, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2025 Notes Indenture

Previously filed on Form 10-Q filed on August 7, 2018.

    4.3

Indenture dated as of September 20, 2018, by and between Delta Merger Sub, Inc. and U.S. Bank, National Association

Previously filed on Form 8-K filed on September 20, 2018

    4.4

Loan Agreement, dated as of October 1, 2018, by and among Eldorado Resorts, Inc. and GLP Capital, L.P.

Previously filed on Form 8-K filed on October 1, 2018

    4.5

Supplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2026 Notes Indenture

Previously filed on Form 8-K filed on October 1, 2018

    4.6

Seventh Supplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2023 Notes Indenture

Previously filed on Form 8-K filed on October 1, 2018

    4.7

Fourth Supplemental Indenture, dated as of October 1, 2018, by and among Eldorado Resorts, Inc., the guarantors party thereto and U.S. Bank National Association, as Trustee, under the 2025 Notes Indenture

Previously filed on Form 8-K filed on October 1, 2018

  10.1

Master Lease by and among Eldorado Resorts, Inc. and GLP Capital, L.P., dated as of October 1, 2018

Previously filed on Form 8-K filed on October 1, 2018

  10.2

Amendment Agreement No. 3, dated October 1, 2018, by and between Eldorado Resorts, Inc. and JPMorgan Chase, N.A., as administrative agent in connection with the Credit Agreement, dated as of April 17, 2017

Previously filed on Form 8-K filed on October 1, 2018

  10.3

Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Thomas Reeg and Eldorado Resorts, Inc.

Previously filed on Form 8-K filed on October 1, 2018

  10.4

Amendment No. 1 to Amended and Restated Employment Agreement, dated September 28, 2018, by and between Gary Carano and Eldorado Resorts, Inc.

Previously filed on Form 8-K filed on October 1, 2018

  10.5

Amendment No. 1 to Amended and Restated Employment Agreement, dated September 29, 2018, by and between Anthony Carano and Eldorado Resorts, Inc.  

Previously filed on Form 8-K filed on October 1, 2018

 

 

 

 

 

  31.1

 

Certification of Gary L. Carano pursuant to Rule 13a‑14a and Rule 15d‑14(a)

 

Filed herewith.

 

 

 

 

 

  31.2

 

Certification of Thomas R. Reeg pursuant to Rule 13a‑14a and Rule 15d‑14(a)

 

Filed herewith.

 

 

 

 

 

  32.1

 

Certification of Gary L. Carano in accordance with 18 U.S.C. Section 1350

 

Filed herewith.

 

 

 

 

 

  32.2

 

Certification of Thomas R. Reeg in accordance with 18 U.S.C. Section 1350

 

Filed herewith.

 

 

 

 

 

101.1

 

XBRL Instance Document

 

Filed herewith.

 

 

 

 

 

101.2

 

XBRL Taxonomy Extension Schema Document

 

Filed herewith.

 

 

 

 

 

101.3

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith.

 

 

 

 

 

101.4

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith.

 

 

 

 

 

101.5

 

XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith.

 

 

 

 

 

101.6

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith.

 

 


SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

ELDORADO RESORTS, INC.

 

 

 

Date: MayNovember 8, 2018

 

/s/ Gary L. Carano

 

 

Gary L. Carano

 

 

Chief Executive Officer and Chairman of the Board

 

 

 

Date: MayNovember 8, 2018

 

/s/ Thomas R. Reeg

 

 

Thomas R. Reeg

 

 

President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

5962