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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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.

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 ~~November 6, 2018~~May 3, 2019 was ~~77,391,244.~~

	September 30,			December 31,		March 31,				December 31,
	2018			2017		2019				2018
		(unaudited)					(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$		164,086	$	134,596	$		216,883		$	230,752
Restricted cash			1,622		3,267
Restricted cash and investments								25,236			24,892
Marketable securities			17,057		17,631			16,899			16,957
Accounts receivable, net			42,002		45,797			65,604			60,169
Due from affiliates			187		243			3,130			327
Inventories			15,258		16,870			20,775			20,595
Prepaid income taxes			504		4,805
Prepaid expenses and other			29,578		27,823
Income taxes receivable								2,009			15,731
Prepaid expenses								32,454			48,002
Assets held for sale			155,914		—			—			155,771
Total current assets			426,208		251,032			382,990			573,196
Escrow cash			604,100		—
Investment in and advances to unconsolidated affiliates								132,240			1,892
Property and equipment, net			1,488,866		1,502,817			2,870,120			2,882,606
Gaming licenses and other intangibles, net			1,121,573		996,816			1,354,364			1,362,006
Goodwill			788,146		747,106			1,008,316			1,008,316
Non-operating real property			17,880		18,069
Other assets, net			30,401		30,632			366,488			83,446
Total assets	$		4,477,174	$	3,546,472	$		6,114,518		$	5,911,462
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$		447	$	615	$		415		$	462
Accounts payable			33,307		34,778			89,932			58,524
Due to affiliates			19		—
Accrued property, gaming and other taxes			43,339		43,212			53,847			51,931
Accrued payroll and related			58,567		53,330			70,501			87,332
Accrued interest			37,626		25,607			39,052			42,780
Income taxes payable			268		171			12			47,475
Accrued other liabilities			77,495		66,038			135,585			102,982
Liabilities related to assets held for sale			10,868		—			—			10,691
Total current liabilities			261,936		223,751			389,344			402,177
Long-term financing obligation to GLPI								962,505			959,835
Long-term debt, less current portion			2,967,434		2,189,578			3,057,151			3,261,273
Deferred income taxes			194,490		162,967			204,022			200,010
Other long-term liabilities			17,163		28,579			438,232			59,014
Total liabilities			3,441,023		2,604,875			5,051,254			4,882,309
Commitments and contingencies (Note 11)
Commitments and contingencies (Note 14)
STOCKHOLDERS' EQUITY:
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		—
Common stock, 200,000,000 shares authorized, 77,439,165 and 77,215,066 issued and outstanding, net of treasury shares, par value $0.00001 as of March 31, 2019 and December 31, 2018, respectively								1			1
Paid-in capital			745,745		746,547			748,702			748,076
Retained earnings			290,326		194,971			323,691			290,206
Treasury stock at cost, 223,823 shares held at March 31, 2019 and December 31, 2018								(9,131	)		(9,131	)
Accumulated other comprehensive income			79		79			1			1
Total stockholders’ equity			1,036,151		941,597			1,063,264			1,029,153
Total liabilities and stockholders’ equity	$		4,477,174	$	3,546,472	$		6,114,518		$	5,911,462

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

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2018			2017			2018			2017			2019			2018
REVENUES:
Casino	$	362,877		$	347,537		$	1,046,010		$	764,684
Pari-mutuel commissions		5,292			5,111			14,407			9,859
Casino and pari-mutuel commissions													$	470,851		$	343,528
Food and beverage		58,153			59,537			164,644			141,667			75,209			52,198
Hotel		44,780			45,962			114,447			99,545			64,691			30,741
Other		16,151			14,731			44,739			35,142			25,072			13,725
Net revenues		487,253			472,878			1,384,247			1,050,897			635,823			440,192
EXPENSES:
Casino		175,333			169,322			506,536			389,010
Pari-mutuel commissions		4,729			4,657			13,022			9,894
Casino and pari-mutuel commissions														210,306			169,551
Food and beverage		45,381			51,220			134,927			120,041			60,385			44,776
Hotel		13,977			15,513			40,178			36,862			23,650			12,506
Other		9,315			9,632			25,030			22,702			11,249			7,405
Marketing and promotions		23,122			26,439			66,255			58,099			32,301			21,301
General and administrative		75,599			75,650			223,546			168,339			119,888			74,202
Corporate		9,217			7,718			33,018			21,734			16,754			11,569
Impairment charges		3,787			—			13,602			—			958			9,815
Depreciation and amortization		35,760			29,122			99,204			69,635			57,757			31,534
Total operating expenses		396,220			389,273			1,155,318			896,316			533,248			382,659
(Loss) gain on sale or disposal of property and equipment		(110	)		4			(393	)		(51	)
Proceeds from terminated sale		5,000			—			5,000			—
Gain (loss) on sale or disposal of property and equipment														22,318			(706	)
Transaction expenses		(4,091	)		(2,094	)		(10,043	)		(89,172	)		(1,894	)		(2,548	)
Equity in loss of unconsolidated affiliates		(63	)		(23	)		(116	)		(305	)
Income (loss) from unconsolidated affiliates														605			(85	)
Operating income		91,769			81,492			223,377			65,053			123,604			54,194
OTHER EXPENSE:
Interest expense, net		(34,085	)		(29,183	)		(96,579	)		(69,380	)		(73,510	)		(31,251	)
Loss on early retirement of debt, net		—			(10,030	)		(162	)		(37,347	)
Unrealized loss on restricted investments														(1,460	)		—
Total other expense		(34,085	)		(39,213	)		(96,741	)		(106,727	)		(74,970	)		(31,251	)
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:
Income before income taxes														48,634			22,943
Provision for income taxes														(10,405	)		(2,088	)
Net income													$	38,229		$	20,855
Net income per share of common stock:
Basic	$	0.49		$	0.39		$	1.23		$	(0.24	)	$	0.49		$	0.27
Diluted	$	0.48		$	0.38		$	1.22		$	(0.24	)	$	0.49		$	0.27
Weighted average basic shares outstanding		77,522,664			76,902,070			77,445,611			63,821,705			77,567,147			77,353,730
Weighted average diluted shares outstanding		78,283,588			77,959,689			78,208,040			63,821,705			78,589,110			78,080,049

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,					For the Three Months Ended March 31,
	2018		2017		2018		2017			2019		2018
Net income (loss)	$	37,704	$	29,687	$	95,355	$	(15,558	)
Net income										$	38,229	$	20,855
Other comprehensive income, net of tax:
Other comprehensive income		—		—		—		—			—		—
Comprehensive income (loss), net of tax	$	37,704	$	29,687	$	95,355	$	(15,558	)
Comprehensive income, net of tax										$	38,229	$	20,855

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

	Common Stock													Treasury Stock
	Shares			Amount		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Shares		Amount			Total
Balance, December 31, 2018		77,438,889		$	1	$	748,076		$	290,206		$	1		223,823	$	(9,131	)	$	1,029,153
Cumulative change in accounting principle, net of tax		—			—		—			(4,744	)		—		—		—			(4,744	)
Issuance of restricted stock units		330,641			—		4,948			—			—		—		—			4,948
Net income		—			—		—			38,229			—		—		—			38,229
Shares withheld related to net share settlement of stock awards		(106,542	)		—		(4,322	)		—			—		—		—			(4,322	)
Balance, March 31, 2019		77,662,988		$	1	$	748,702		$	323,691		$	1		223,823	$	(9,131	)	$	1,063,264

Balance, December 31, 2017		76,825,966		$	—	$	746,547		$	194,971		$	79		—	$	—		$	941,597
Issuance of restricted stock units		645,047			—		3,679			—			—		—		—			3,679
Net income		—			—		—			20,855			—		—		—			20,855
Shares withheld related to net share settlement of stock awards		(229,898	)		—		(7,502	)		—			—		—		—			(7,502	)
Balance, March 31, 2018		77,241,115		$	—		742,724		$	215,826		$	79		—		—		$	958,629

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

	Nine Months Ended						Three Months Ended
	September 30,						March 31,
	2018			2017			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	95,355		$	(15,558	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net income							$	38,229		$	20,855
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		99,204			69,635			57,757			31,534
Amortization of deferred financing costs, discount and debt premium		3,753			5,041			4,547			1,446
Loss on early retirement of debt		162			37,347
Deferred revenue								(1,397	)		—
Unrealized loss on restricted investment								1,460			—
Stock compensation expense		9,645			4,454			4,948			3,679
(Gain) loss on sale or disposal of property and equipment								(22,318	)		706
Impairment charges		13,602			—			958			9,815
Provision (benefit) for deferred income taxes		28,345			(25,560	)
Provision for deferred income taxes								5,224			1,450
Other		1,626			789			215			483
Change in operating assets and liabilities:
Sale of trading securities		573			272
Accounts receivable		(441	)		(6,937	)		(3,933	)		9,491
Inventory		380			17
Prepaid expenses and other assets		649			2,054			14,331			2,042
Interest payable		(6,563	)		(1,441	)
Accrued interest								(6,562	)		7,539
Income taxes payable		4,398			(1,268	)		(26,398	)		4,199
Accounts payable and accrued liabilities		12,760			2,786
Accounts payable and accrued other liabilities								(1,621	)		(15,232	)
Net cash provided by operating activities		263,448			71,631			65,440			78,007
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net		(89,082	)		(52,930	)		(38,360	)		(21,271	)
Proceeds from sale of property and equipment		920			—
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		(395,134	)		(1,365,982	)
Purchase of restricted investments								(80	)		—
Proceeds from sale of property and equipment, net of cash sold								167,945			150
Net cash provided by (used in) investing activities								129,505			(21,121	)
CASH FLOWS FROM FINANCING ACTIVITIES:
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		—			(866,750	)
Payments under Revolving Credit Facility		(35,358	)		(236,953	)
Debt premium proceeds		—			27,500
Net payments under Revolving Credit Facility								(205,000	)		—
Debt issuance costs		(5,401	)		(51,338	)		(386	)		(304	)
Taxes paid related to net share settlement of equity awards		(10,601	)		(10,927	)		(4,322	)		(7,502	)
Proceeds from exercise of stock options		154			2,900
Payments on other long-term payables		(501	)		(370	)		(118	)		(170	)
Net cash provided by financing activities		763,651			1,397,015
Net cash used in financing activities								(209,826	)		(7,976	)

Increase in cash, cash equivalents and restricted cash		631,965			102,664
(Decrease) Increase in cash, cash equivalents and restricted cash								(14,881	)		48,910
Cash, cash equivalents and restricted cash, beginning of period		147,749			63,444			246,691			147,749
Cash, cash equivalents and restricted cash, end of period	$	779,714		$	166,108		$	231,810		$	196,659

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	164,086		$	134,903		$	216,883		$	183,138
Restricted cash		1,622			21,308			7,892			3,659
Restricted and escrow cash included in other noncurrent assets		614,006			9,897			7,035			9,862
Total cash, cash equivalents and restricted cash	$	779,714		$	166,108		$	231,810		$	196,659

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	(86,964	)	$	(67,840	)	$	62,885		$	21,814
Income taxes refunded (paid)		3,953			(714	)
Income taxes paid , net								38,898			186
NON-CASH FINANCING ACTIVITIES:
Net change in payables for capital expenditures		(5,914	)		2,286
Payables for capital expenditures								23,048			7,642

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

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 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.

On May 1, 2017, the Company completed its acquisition of Isle of Capri Casinos, Inc. pursuant to the Agreement and Plan of Merger dated as of September 19, 2016 with Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”). 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”). On October 1, 2018, we completed our acquisition of Tropicana Entertainment, Inc. (“Tropicana”), adding seven properties to our portfolio (the “Tropicana Acquisition”).

On January 11, 2019 and March 8, 2019, respectively, the Company closed on its sales of Presque Isle Downs & Casino (“Presque Isle Downs”) and Lady Luck Casino Nemacolin (“Nemacolin”), which are both located in Pennsylvania.

As of ~~September 30, 2018, ERI~~March 31, 2019, we owned and operated the following properties:

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.~~

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.

Certain reclassifications of prior year presentations have been made to conform to the current period 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,~~and Tropicana acquisitions, 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),~~acquisitions, a fifth segment, Central, ~~has been~~was 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~~Central. (See Note 1316 for a listing of properties included in each segment).

The ~~financial information included for periods prior to our acquisitions of Isle and Elgin are those of ERI and its subsidiaries. The~~ presentation of information herein for periods prior to our acquisitions of ~~Isle~~Elgin and ~~Elgin~~Tropicana and after our acquisitions of ~~Isle~~Elgin and ~~Elgin~~Tropicana are not fully comparable because the results of operations for ~~Isle~~Elgin and ~~Elgin~~Tropicana are not included for periods prior to ~~our acquisitions~~August 7, 2018 and October 1, 2018, respectively. Additionally, the Company closed on its sales of Presque Isle Downs and ~~Elgin.~~Nemacolin in January 2019 and March 2019, respectively. (See Note 5).

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 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.~~2018.

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.

~~The 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~~February 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(as amended through 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,~~2018), 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 for2016-02 codified 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~~Accounting Standards Codification (“ASC”) 842, Leases, (“ASC 842”) 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,~~lease. The liability is measured on a discounted ~~basis, and~~basis. Lessees will also recognize 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. This ASU~~2018. ASC 842 requires a transition adoption election using either 1) a modified retrospective approach with periods prior to the adoption date being recast or 2) a prospective ~~adoption~~ approach with a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods ~~not recast.~~ continuing to be reported under prior lease accounting guidance.

The Company ~~anticipates adopting this standard~~adopted ASC 842 on January 1, 2019 using the prospective ~~adoption~~ approach, and ~~electing~~therefore, comparative periods will continue to be reported under prior lease accounting guidance consistent with previously issued financial statements. We elected the package of practical expedients ~~allowed~~permitted under the ~~standard.~~ transition guidance within ASC 842, which among other things, allowed us to carry forward the historical lease identification, lease classification and treatment of initial direct costs for leases entered into prior to January 1, 2019. We also made an accounting policy election to not record short-term leases with an initial term of 12 months or less on the balance sheet for all classes of underlying assets. We have also elected to not adopt the hindsight practical expedient for determining lease terms.

~~Currently, the Company does not have any material capital leases nor any material operating leases where the Company is the lessor.~~

Our operating leases, ~~primarily relating to certain ground leases and slot machines or VLTs, will be~~in which we are the lessee, are recorded on the balance sheet as ana ROU asset with a corresponding lease liability. The lease liability ~~which~~ will be ~~amortized using~~remeasured each reporting period with a corresponding change to the ~~effective interest rate method~~ROU asset. ROU assets and lease liabilities for operating leases totaled $282.4 million and $287.1 million, respectively, as ~~payments are made.~~of March 31, 2019. 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,~~this guidance did not have an impact on net income; however, upon adoption we recorded a cumulative adjustment to our retained earnings of $4.7 million, net of tax, primarily related to the Company’s lease and management agreements at its Bettendorf location. (See Note 2 for more information). Adoption of this guidance did not have a material impact on the ~~Company is~~Company’s other financing leases.

Pronouncements to Be Implemented 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.~~Future Periods

In ~~August 2018,~~June 2016 (modified in November 2018), the FASB issued ASU ~~2018-13, “Disclosure Framework-Changes~~No 2016-13, Financial Instruments – Credit Losses related to timing on recognizing impairment losses on financial assets. The new guidance lowers the ~~Disclosure Requirements for Fair Value Measurement”~~threshold on when losses are incurred, from a determination that a loss is probable to a determination that a loss is expected. The change in guidance will be applicable to our evaluation of the CRDA investments (see Note 8). ~~This amendment modifies the disclosure requirements on fair value measurements and~~The guidance is effective for ~~annual~~interim and ~~interim~~annual periods beginning after December 15, 2019, ~~with~~and early adoption ~~allowed. The Company~~ is ~~still evaluating~~allowed for interim and annual periods beginning after December 15, 2018. Adoption of the ~~qualitative~~guidance requires a modified-retrospective approach and ~~quantitative effect of~~a cumulative adjustment to retained earnings to the first reporting period that the update is effective. We expect to adopt the new guidance ~~will have~~on January 1, 2020 and currently we do not expect a cumulative effect on our ~~consolidated financial statements.~~

In August 2018, the FASB issued ASU 2018-15, ~~“Customer’s~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service ~~Contract”. The amendments in this update align~~Contract. This amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service 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 the extent that the payments 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 the arrangement are expensed as incurred. The amendment is effective for annual and interim periods beginning after December 15, 2019, with early adoption allowed. ~~The Company is still~~We expect to adopt the new guidance on January 1, 2020 and are evaluating the qualitative and quantitative effects of the new guidance. We do not believe it will have a significant impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU No 2018-14, Compensation –Retirement Benefits – Defined Benefit Plans – General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020 with early adoption allowed. We anticipate adopting this amendment during the first quarter of 2021, and do not expect it to have a significant impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This amendment modifies the disclosure requirements for fair value measurements and is effective for annual and interim periods beginning after December 15, 2019, with early adoption allowed. The Company is evaluating the qualitative and quantitative effect of the new guidance will have on our ~~consolidated financial statements.~~Consolidated Financial Statements.

The Company’s management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the ~~Securities~~contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and ~~Exchange Commission issued a final rule “Disclosure Update~~(b) the right to direct the use of the asset.

Finance and ~~Simplification”. The final rule~~operating lease ROU assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is ~~intended to update existing disclosure requirements that have become redundant, duplicative, overlapping, outdate or superseded and to facilitate the disclosure~~not determinable in most 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 be included in~~leases, management uses the Company’s ~~2019 first quarter filing.~~incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expense for operating leases with minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. For leases in which the Company is the lessee, the Company accounts for the lease components and non-lease components as a single lease component for all classes of underlying assets. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately, which is consistent with the Company’s historical accounting. Leases with an expected or initial term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

The Company has operating and finance leases for various real estate and equipment. Certain of our lease agreements include rental payments based on a percentage of sales over specified contractual amounts, rental payments adjusted periodically for inflation and rental payments based on usage. The Company’s leases include options to extend the lease term one month to 60 years. Except for the GLPI Master Lease (see Note 10), the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Supplemental cash flow information related to leases is as follows (in thousands):

The ~~adoption~~Company recognizes as casino revenue 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 ~~ASC Topic 606~~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 and recorded on ~~January 1, 2018 principally affected~~a gross basis. Such fees are based upon a predetermined percentage of handle as contracted with the ~~presentation of promotional allowances~~other race tracks.

Hotel, food and ~~how~~beverage services have been determined to be separate, stand-alone performance obligations and are 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 ~~measured the liability associated with our customer loyalty programs. The presentation of gross revenues for complimentary~~also provides goods and services ~~provided to guests with~~that may include multiple performance obligations, such as for packages, for which revenues are allocated on 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 revenuespro rata basis based on ~~an allocation of revenues to performance obligations using~~each service's stand-alone selling price. ~~Food, beverage,~~

The Company offers programs at its properties whereby participating customers can accumulate points for wagering that can be redeemed for credits for free play on slot machines, 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,~~merchandise and, ~~retail, entertainment and other, which generally resulted~~ in ~~a corresponding decrease in gaming revenues.~~limited situations, cash. 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~~incentives earned by customers under these programs are ~~no longer valued at cost; rather a deferred~~based on previous revenue ~~model is used to account for the classification~~transactions and ~~timing of revenue to be recognized related to the redemption of loyalty program liabilities by our customers.~~represent separate performance obligations. Points earned, ~~under the Company’s loyalty programs~~less estimated breakage, are ~~deemed to be separate performance obligations, and~~ recorded as a reduction of casino revenues at the standalone selling price of the points when earned atbased upon the retail value of ~~such~~the benefits, ~~owed to the customer~~historical redemption rates and estimated breakage and recognized as departmental revenue based on where such points are redeemed upon fulfillment of the performance obligation. The player loyalty program liability represents a deferral of revenue until redemption occurs, which is typically less than one year.

The Company ~~elected~~offers discretionary coupons and other discretionary complimentaries 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~~customers outside of the ~~new standard did not have~~player loyalty program. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a ~~significant impact on our previously reported net~~reduction to the revenues for the department which issued the complimentary and a credit to the revenue ~~expenses, operating income,~~for the department redeemed. Complimentaries provided by third parties at the discretion and ~~net income. The impact of adoption~~under the control of the ~~new standard to previously reported selected financial statement information was~~Company is recorded as ~~follows (in thousands):~~

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 operations 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 1316 for a discussion of the Company’s reportable segments.

	Three Months Ended September 30, 2018														Three Months Ended March 31, 2019
	West		Midwest		South		East		Central		Corporate and Other		Total		West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	60,912	$	86,331	$	84,299	$	109,637	$	21,698	$	—	$	362,877	$	53,571	$	85,169	$	105,819	$	124,509	$	97,810	$	—	$	466,878
Pari-mutuel commissions		—		—		1,854		3,438		—		—		5,292		—		—		3,531		442		—		—		3,973
Food and beverage		27,502		6,867		12,492		9,359		1,933		—		58,153		27,906		6,087		14,709		14,721		11,786		—		75,209
Hotel		31,583		4,720		6,169		2,308		—		—		44,780		27,415		3,622		6,337		19,997		7,320		—		64,691
Other		9,095		1,916		1,755		2,980		266		139		16,151		9,203		1,909		2,318		6,564		3,556		1,522		25,072
Net revenues	$	129,092	$	99,834	$	106,569	$	127,722	$	23,897	$	139	$	487,253	$	118,095	$	96,787	$	132,714	$	166,233	$	120,472	$	1,522	$	635,823

	Three Months Ended September 30, 2017														Three Months Ended March 31, 2018
	West		Midwest		South		East		Central		Corporate and Other		Total		West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	63,501	$	89,482	$	84,447	$	110,107	$	—	$	—	$	347,537	$	49,734	$	88,359	$	97,509	$	103,856	$	—	$	—	$	339,458
Pari-mutuel commissions		—		—		1,766		3,345		—		—		5,111		—		—		3,409		661		—		—		4,070
Food and beverage		30,099		7,572		12,669		9,197		—		—		59,537		23,211		6,916		13,860		8,211		—		—		52,198
Hotel		31,737		4,828		7,207		2,190		—		—		45,962		19,430		3,637		5,992		1,682		—		—		30,741
Other		8,987		1,769		1,845		1,957		—		173		14,731		7,204		1,883		2,030		2,481		—		127		13,725
Net revenues	$	134,324	$	103,651	$	107,934	$	126,796	$	—	$	173	$	472,878	$	99,579	$	100,795	$	122,800	$	116,891	$	—	$	127	$	440,192

	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

The Company records contract or contract-related liabilities related to differences between the timing of cash receipts from the customer and the recognition of revenue. The Company generally has three types of liabilities related to contracts with customers: (1) outstanding chip liability, which represents the amounts owed in exchange for gaming chips held by a customer, (2) player loyalty program obligations, which represents the deferred allocation of revenue relating to player loyalty program incentives earned, as discussed above, and (3) customer deposits and other deferred revenue, which is primarily funds deposited by customers related to gaming play, advance payments on goods and services yet to be provided (such as advance ticket sales and deposits on rooms and convention space or for unpaid wagers), and deferred revenues associated with the Company’s interests in William Hill and TSG (see Note 7 and Note 8). Except for deferred revenues related to William Hill and TSG, these liabilities are generally expected to be recognized as revenue within one year of being purchased, earned, or deposited and are recorded within “Accrued other liabilities” on the Company’s Consolidated Balance Sheets.

The following table summarizes the activity related to contract and contract-related liabilities:

The change in customer deposits and other deferred revenue during the three months ended March 31, 2019 is primarily attributed to the Company’s interests in William Hill, which is recorded in other long term liabilities on the Consolidated Balance Sheet (see Note 7 for more information).

Note 3.4. Acquisitions, Preliminary Purchase Price Accounting and ~~Proforma~~Pro Forma Information

On April 15, 2018, the Company announced that it had entered into a definitive agreement to acquire Tropicana in a cash transaction valued at $1.9 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, Inc. (“GLPI”) acquired substantially all of Tropicana’s real estate, other than the real estate underlying MontBleu and Lumière, for approximately $964 million and the Company acquired Tropicana’s operations and certain real estate for $927.3 million. Substantially concurrently with the acquisition of the real estate portfolio by GLPI, the Company also entered into a triple net master lease (see Note 10). The Company funded the purchase of the real estate underlying Lumière with the proceeds of a $246 million loan (see Note 11) and funded the remaining consideration payable 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 in aggregate principal amount of 6% senior notes due 2026.

Transaction expenses related to the Tropicana Acquisition for the three months ended March 31, 2019 and 2018 totaled $1.5 million and $1.0 million, respectively.

The total purchase consideration for the Tropicana Acquisition was $927.3 million. The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

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 Tropicana is preliminary as it relates to determining the fair value of certain assets and liabilities, including goodwill, 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 Tropicana, with the excess recorded as goodwill as of March 31, 2019 (dollars in thousands):

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Tropicana Acquisition make use of Level 3 inputs including discounted cash flows.

Trade receivables and payables, inventories 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 Tropicana Acquisition date.

The fair value of land (excluding the real property acquired by GLPI) 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. 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 real estate assets that were sold to GLPI and leased back by the Company were first adjusted to fair value concurrently with the acquisition of Tropicana. The fair value of the properties was determined utilizing the direct capitalization method of the income approach. In allocating the fair value to the underlying acquired assets, a fair value for the buildings and improvements was determined using the above mentioned cost approach method. To determine the underlying land value, the extraction method was applied wherein the fair value of the building and improvements was deducted from the fair value of the property as derived from the direct capitalization approach to determine the fair value of the land. The fair value of GLPI’s real estate assets was determined to be $957.3 million.

The fair value of the gaming licenses was determined using the multi period excess earnings or replacement cost methodology, based on whether the license resides in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the gaming license intangible asset, which is net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. 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. The existing licenses could not be acquired and used for a different facility. The properties’ 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 cost of the gaming license as an indicator of fair value.

The Company has assigned an indefinite useful life to the gaming licenses, in accordance with its review of the applicable guidance of ASC 350. The Company considered, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’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. The Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. Tropicana had licenses in New Jersey, Missouri, Mississippi, Nevada, Indiana, and Louisiana. 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, the Company’s historical experience has not indicated, nor does the Company expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, the Company has concluded that the useful lives of these licenses are indefinite.

Trade names are valued using the relief from royalty method, which presumes that without ownership of such trademarks, the Company would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, the Company avoids any such payments and records the related intangible value of the Company’s ownership of the brand name. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense. The Company has assigned an indefinite useful life to the trade names after considering, among other things, the expected use of the asset, the expected useful life of other related assets or asset groups, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’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, the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets.

Player loyalty programs were valued using the cost 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 ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or net cash flows of the two models is ascribable to the intangible asset. The Company has estimated a 3-year useful life on the player loyalty programs.

Goodwill is the result of expected synergies from combining operations of the acquired and acquirer. The goodwill acquired is fully amortizable for tax purposes.

For the period from January 1, 2019 through March 31, 2019, Tropicana generated net revenues of $207.3 million and net income of $4.2 million.

On August 7, 2018, the Company completed its acquisition of one hundred percent of the partnership interests in 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 plus a $1.3 million working capital adjustment. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility.

Transaction expenses related to the Elgin Acquisition totaled $31,000 and $0.6 million for the three months ended March 31, 2019 and 2018, respectively.

The total purchase consideration for the Elgin Acquisition was ~~$328.9~~$328.8 million. The estimated purchase consideration in the acquisition was determined with reference to its acquisition date fair value.

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 as it relates to determining the fair value of the long-lived assets, including goodwill, 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~~March 31, 2019 (dollars in thousands):

Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Elgin Acquisition make use of Level 3 inputs including discounted cash flows.

Trade receivables and payables, ~~inventory~~inventories 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 Elgin Acquisition 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~~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.

The Company has assigned an indefinite useful life to the gaming licenses, in accordance with its review of the applicable guidance of ASC 350. The fair value of the gaming license was determined using the multi period excess earnings 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 Elgin including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming license is the primary asset of Elgin. The 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 renewal of the 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~~the Company’s historical experience has not indicated, nor does ~~ERI~~the Company expect, any limitations regarding its ability to continue to renew the license. No other competitive, contractual, or economic factor limits the useful lives of this asset. Accordingly, ~~ERI~~the Company has concluded that the useful life of this license is indefinite.

~~Player relationships were~~The player loyalty program was valued using the cost 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 ownership of an acquired intangible asset as if it were in place, as compared to the acquirer’s expected cash flows as if the intangible asset were not in place (i.e., with-and-without). The residual or net cash flows of the two models is ascribable to the intangible asset. The Company has estimated a 4-year useful life on the player loyalty programs.

The trade name was valued using the relief‑from‑royalty method. The ~~loyalty program was valued using a comparative business~~primary assumptions in the valuation ~~method. Management~~included revenue, pre-tax royalty rate, and tax expense. The Company has assigned the trade name an indefinite useful life after considering, among other things, the expected use of the asset, the expected useful life of other related ~~asset~~assets or asset ~~group,~~groups, any legal, regulatory, or contractual provisions that may limit the useful life, ~~ERI’s~~the Company’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~~the Company determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets.

Goodwill is the result of expected synergies from combining operations of the acquired and acquirer. The goodwill acquired is fully amortizable for tax purposes.

For the period from ~~the Elgin acquisition date~~January 1, 2019 through ~~September 30, 2018,~~March 31, 2019, Elgin generated net revenues of ~~$23.9~~$37.0 million and net income of ~~$2.2~~$5.5 million.

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 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 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.

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.~~

The following unaudited pro forma information presents the results of operations of the Company for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as if only the ~~Isle~~Tropicana Acquisition had occurred on January 1, ~~2016~~2017 (in thousands).

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,~~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 ~~Isle~~Tropicana prior to the ~~Isle~~Tropicana Acquisition with adjustments directly attributable to the ~~Isle~~Tropicana Acquisition.

The following unaudited pro forma information presents the results of operations of the Company for the ~~nine~~three months ended ~~September 30,~~March 31, 2018, ~~and 2017,~~ as if only the Elgin Acquisition had occurred on January 1, 2017 (in thousands).

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 Elgin prior to the Elgin Acquisition with adjustments directly attributable to the Elgin Acquisition.

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

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

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

As a result of the agreement to sell Nemacolin, an impairment charge of $3.8 million ~~for~~was recorded in the ~~three and nine months ended September 30,~~third quarter of 2018 ~~was recorded~~ due to the carrying value of the net property and equipment being sold exceeding the estimated net sales proceeds.

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

Prior to ~~close in~~ the ~~fourth quarter of 2018 or first quarter of 2019, subject to satisfaction of~~respective closing ~~conditions, including receipt of Pennsylvania regulatory approvals.~~

~~The~~dates, the dispositions of Nemacolin and Presque Isle Downs, both of which ~~are~~were reported in the East segment, met the requirements for presentation as assets held for sale under generally accepted accounting ~~principles as of September 30, 2018.~~principles. Due to the termination of the Vicksburg sale, Vicksburg iswas no longer presented as an asset held for ~~sale as of September 30, 2018.~~sale.

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

	September 30, 2018						December 31, 2018
	Nemacolin		Presque Isle Downs		Total		Nemacolin		Presque Isle Downs		Total
Assets:
Accounts receivable, net	$	269	$	3,261	$	3,530	$	272	$	2,208	$	2,480
Inventories		75		1,534		1,609		79		1,607		1,686
Prepaid expenses and other		420		834		1,254		370		773		1,143
Property and equipment, net		1,195		69,782		70,977		1,784		70,134		71,918
Goodwill		—		3,122		3,122		—		3,122		3,122
Other intangibles, net		—		75,422		75,422		—		75,422		75,422
Assets held for sale	$	1,959	$	153,955	$	155,914	$	2,505	$	153,266	$	155,771

Liabilities:
Accounts payable	$	219	$	1,295	$	1,514	$	147	$	683	$	830
Accrued payroll and related		715		691		1,406		838		596		1,434
Accrued property and other taxes		325		77		402		552		71		623
Accrued other liabilities		1,076		3,934		5,010		1,628		3,659		5,287
Other long term liabilities		120		—		120
Long term obligation		2,416		—		2,416
Other long-term liabilities								105		—		105
Long-term obligation								2,412		—		2,412
Liabilities related to assets held for sale	$	4,871	$	5,997	$	10,868	$	5,682	$	5,009	$	10,691

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

	Three Months ended September 30, 2018					Nine Months ended September 30, 2018					Three Months ended March 31, 2019						Three Months ended March 31, 2018
	Presque Isle Downs		Nemacolin			Presque Isle Downs		Nemacolin			Presque Isle Downs			Nemacolin			Presque Isle Downs		Nemacolin
Net operating revenues	$	37,685	$	8,866		$	107,738	$	25,799		$	3,235		$	4,836		$	33,177	$	8,494
Net income (loss)		5,713		(2,745	)		11,909		(3,213	)
Net (loss) income												(42	)		(754	)		2,135		(118	)

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

The Company has authorized common stock of 200,000,000 shares, par value $0.00001 per share. In June 2018 the Company amended its certificate of incorporation to increase the total number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.

In November 8, 2018, the ~~Company issued a press release announcing that its~~Company’s 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 Share Repurchase Program.

The Company acquired 223,823 shares of common stock at an aggregate value of $9.1 million and an average of $40.80 per share during the year ended December 31, 2018. No shares were repurchased during the three months ended March 31, 2019.

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Total stock-based compensation expense in the accompanying ~~consolidated statements~~Consolidated Statements of ~~operations~~Income totaled ~~$2.5~~$4.9 million and ~~$1.4~~$3.7 million during the three months ended ~~September 30,~~March 31, 2019 and 2018, respectively. These amounts are included in corporate expenses and, ~~2017, respectively,~~in the case of certain property positions, general and ~~$9.6~~administrative expenses in the Company’s Consolidated Statements of Income. We recognized a reduction in income tax expense of $2.6 million and ~~$4.5~~$3.4 million ~~during~~for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017, respectively.~~

~~A summary of the RSU and RSA activity~~respectively, for ~~the nine months ended September 30, 2018 is presented in the following table:~~

A summary of the ~~ERI Stock Option~~restricted stock unit (RSU) activity for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 is presented in the following table:

As of ~~September 30,~~March 31, 2019 and 2018, the Company had $28.6 million and $16.6 million, respectively, of unrecognized compensation expense. The RSUs are expected to be recognized over a weighted-average period of 1.90 years and 1.58 years, respectively.

There was no ERI stock option activity for the three months ended March 31, 2019. Outstanding options as of March 31, 2019 totaled 135,956, of which 119,505 options were exercisable.

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 land 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 members operate the hotel. In November 2017, the Company contributed $0.6 million to the partnership for its proportionate share of additional construction costs pursuant to the partnership agreement. At March 31, 2019 and December 31, 2018, the Company’s investment in the partnership totaled $1.2 million and $1.3 million, respectively, recorded in investment in and advances to unconsolidated affiliates on the Consolidated Balance Sheets, representing the Company’s maximum loss exposure. As of March 31, 2019 and December 31, 2018, the Company’s receivable from the partnership totaled $0.1 million and $0.3 million, respectively, and is reflected in due from affiliates on the Consolidated Balance Sheets.

In April 2018, the Company entered into a joint venture 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 the Company’s Pompano property. 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 the Company’s input and will submit it for the Company’s review and approval. 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 contribute land to the joint venture for the project. While the Company holds a 50% variable interest in the joint venture, it is not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. The Company will participate evenly with Cordish in the profits and losses of the joint venture, which is included in income (loss) from unconsolidated affiliates on the Consolidated Statements of Income. At March 31, 2019 and December 31, 2018, the Company’s investment in the joint venture totaled $0.7 million and $0.6 million, respectively, recorded in investment in and advances to unconsolidated affiliates on the Consolidated Balance Sheets.

In September 2018, the Company entered into a 25-year agreement, which became effective January 29, 2019, with William Hill PLC and William Hill US, its U.S. subsidiary (together, “William Hill”) pursuant to which the Company (i) granted to William Hill the right to conduct betting activities in retail channels and under the Company’s first skin and third skin for online channels with respect to the Company’s current and future properties located in the United States and the territories and possessions of the United States, including Puerto Rico and the U.S. Virgin Islands and (ii) agreed that William Hill will have the right to conduct real money online gaming activities utilizing the Company’s second skin available with respect to properties in such territory. Pursuant to the terms of the agreement, in January 2019 the Company received a 20% ownership interest in William Hill US as well as 13.4 million ordinary shares of William Hill PLC, which carry certain time restrictions on when they can be sold, and the Company will receive a revenue share from the operation of retail betting and online betting and gaming activities. “Skin” in the context of this agreement refers to Eldorado’s ability to grant to William Hill an online channel that allows William Hill to operate online casino and sports gaming activities in reliance on, and utilizing the benefit of, any licenses granted to Eldorado or its subsidiaries. As of March 31, 2019, based on the Company’s existing sportsbook operations with William Hill, the Company’s receivable from William Hill totaled $3.1 million and is reflected in due from affiliates on the Consolidated Balance Sheets.

The Company is accounting for its investment in William Hill US under the equity method. The fair value of the Company’s initial investment in William Hill US of $128.9 million at January 29, 2019 was determined using Level 3 inputs. As of March 31, 2019, the carrying value of the Company’s interest in William Hill US was $130.3 million recorded in investment in and advances to unconsolidated affiliates on the Consolidated Balance Sheet. The Company also recorded deferred revenue associated with the ownership interest received in William Hill US and is recognizing revenue on a straight-line basis over the 25 year agreement term. The Company recognized revenue of $0.8 million during the three months ended March 31, 2019. As of March 31, 2019, the balance of the William Hill US deferred revenue totaled $128.1 million and is recorded in other long term liabilities on the Consolidated Balance Sheet.

As of March 31, 2019, the fair value of the William Hill PLC shares totaled $24.4 million, net of an unrealized loss of $2.8 million, and included in other assets, net on the Consolidated Balance Sheet. The Company also recorded deferred revenue associated with the William Hill PLC shares and is recognizing revenue on a straight-line basis over the 25 year agreement term. The Company recognized revenue of $0.2 million during the three months ended March 31, 2019. As of March 31, 2019, the balance of the William Hill PLC deferred revenue totaled $27.1 million and is recorded in other long term liabilities on the Consolidated Balance Sheet.

Goodwill represents the excess of the purchase prices of acquiring MTR Gaming, Isle and Elgin 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 CDI, an impairment charge totaling $9.8 million was recorded 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):~~

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~~with respect to ~~trade names and~~player loyalty programs for the three months ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ totaled ~~$2.4~~$7.6 million and ~~$1.7~~$1.6 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~~Consolidated Statements of ~~operations.~~Income. Such amortization expense is expected to be ~~$3.0~~$23.0 million for the remainder of ~~2018~~2019 and ~~$11.9~~$27.4 million, ~~$8.8 million, $7.2~~$21.2 million and $4.2 million for the years ended December 31, ~~2019,~~ 2020, 2021 and 2022, respectively.

Goodwill represents the excess of the purchase prices of acquiring MTR Gaming, Isle, Elgin and Tropicana 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 ~~7. Income Taxes~~5) as a result of the announced sale to CDI, an impairment charge totaling $9.8 million was recorded due to the carrying value exceeding the estimated net sales proceeds. The impairment reduced the value of goodwill in the South segment in 2018.

The ~~SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance~~CRDA bonds have various contractual maturities that range up to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights. The Company treats CRDA bonds as held-to-maturity since the Company has the ability and the intent to hold these bonds to maturity and under the CRDA, the Company is not permitted to do otherwise. After the initial determination of fair value, the Company analyzes the CRDA bonds for recoverability on ~~accounting for the tax effects of the Tax Act. SAB 118 provides~~ a ~~measurement period that should not extend beyond one year~~quarterly basis based on management's historical collection experience and other information received from the ~~Tax Act enactment date for companies to complete~~CRDA. If indications exist that the ~~accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects~~CRDA bond is impaired, additional valuation allowances are recorded.

Non-operating real property consists principally of ~~those aspects of the Tax Act~~land and undeveloped properties for which the ~~accounting under ASC 740 is complete. To the extent that~~Company has designated as non-operating and has declared its intent to sell such assets. As a ~~company’s accounting~~result of a pending sale offer 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~~non-operating real property located 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.

~~Through the quarter ended September 30, 2018,~~Pennsylvania, the Company recognized an impairment charge of $1.0 million for the three months ended March 31, 2019.

Approximately ten acres of the approximately 20 acres on which Tropicana Evansville is situated is subject to a lease with the City of Evansville, Indiana. Under the terms of the agreement, a pre-payment of lease rent in the amount of $25 million was due at the commencement of the construction project. The prepayments will be applied against future rent in equal monthly amounts over a period of 120 months which commenced upon the opening of the property in January 2018. The current term of the lease expires November 30, 2027. Upon adoption of the new lease accounting guidance this pre-payment of rent is included with the Company’s ROU assets and no ~~adjustments~~longer included in long-term prepaid rent.

In November 2018, we entered into a 20-year agreement with TSG pursuant to which we agreed to provide TSG with options to obtain access to our second skin for online sports wagering and third skin for real money online gaming and poker, in each case with respect to our properties in the United States. Under the terms of the agreement, we will receive a revenue share from the operation of the applicable verticals by TSG under our licenses. Pursuant to the ~~provisional amounts~~terms of the TSG agreement, we received 1.1 million TSG common shares, and we may receive an additional $5.0 million in TSG common shares upon the exercise of the first option by TSG. We may also receive additional TSG common shares in the future based on TSG net gaming revenue generated in our markets. The initial 1.1 million shares are subject to a restriction on transfer and may not be sold until November 2019.

At March 31, 2019, the fair value of the Company’s shares of TSG totaled $17.3 million net of a liability to William Hill PLC of $8.7 million, and is recorded ~~at December 31, 2017. Additionally,~~in restricted cash and investments on the Consolidated Balance Sheet. Upon the closing of TSG, the Company ~~has not completed its accounting for all~~also recorded deferred revenue associated with the shares received and recognized revenue of $0.4 million during the three months ended March 31, 2019. As of March 31, 2019, the balance of the ~~tax effects of~~TSG deferred revenue totaled $18.2 million and is recorded in other long term liabilities on the ~~Tax Act that~~Consolidated Balance Sheet.

In September 2018, we entered into a 25-year agreement, which became effective January ~~1, 2018, but has recognized provisional amounts in its income tax provision. The Company is awaiting further guidance from U.S. federal and state regulatory bodies~~2019, with ~~regards~~William Hill pursuant to which we received 13.4 million ordinary shares of William Hill PLC which carry certain time restrictions on when they can be sold. As of March 31, 2019, 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 understandingfair value of the ~~tax law.~~William Hill PLC shares totaled $24.4 million, net of an unrealized loss of $2.8 million, and is included in other assets, net on the Consolidated Balance Sheet.

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,~~March 31, 2019 and 2018, the Company’s tax expense was $~~20.0~~10.4 million and ~~$31.3~~$2.1 million, respectively. For the three months ended ~~September 30, 2017,~~March 31, 2019, the ~~Company’s~~difference between the effective rate and the statutory rate is primarily due to non-deductible expenses, excess tax ~~expense was $12.6 million~~benefits associated with stock compensation, and ~~for the nine months ended September 30, 2017, the Company’s tax benefit was $26.1 million.~~state and local income taxes. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018, the difference between the effective rate and the statutory rate is ~~attributed~~ primarily due 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 ~~and the release of the valuation allowance against certain Pennsylvania deferred~~less excess tax ~~assets.~~ benefits associated with stock compensation.

As of ~~September 30, 2018 and 2017,~~March 31, 2019, 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. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

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.

As of December 31, 2018, under the prior lease accounting standard the Company’s Master Lease with GLPI was accounted for as a failed sale-leaseback financing obligation equal to the fair value of the leased real estate assets and liabilities acquired in purchase accounting. Upon adoption of ASC 842 (see Note 2), the Company re-evaluated the Master Lease and determined this existing failed sale-leaseback transaction will continue to be accounted for as a financing obligation.

The fair value of the real estate assets and the related failed sale-leaseback financing obligations were estimated based on the present value of the estimated future lease payments over the lease term of 35 years, including renewal options, using an imputed discount rate of approximately 10.22%. The value of the failed sale-leaseback financing obligations is dependent upon assumptions regarding the amount of the lease payments and the estimated discount rate of the lease payments required by a market participant.

The Master Lease provides for the lease of land, buildings, structures and other improvements on the land (including barges and riverboats), easements and similar appurtenances to the land and improvements relating to the operation of the leased properties. The Master Lease provides for an initial term of fifteen years with no purchase option. At the Company’s option, the Master Lease may be extended for up to four five-year renewal terms beyond the initial 15-year term. If we elect to renew the term of the Master Lease, the renewal will be effective as to all, but not less than all, of the leased property then subject to the Master Lease. The Company ~~was notified~~does not have the ability to terminate its obligations under the Master Lease prior to its expiration without GLPI’s consent.

The rent payable under the Master Lease is comprised of “Base Rent” and “Percentage Rent.” Base rent is the sum of:

The percentage rent payable under the Master Lease is adjusted every two years based on the actual net revenues of the leased properties during the two-year period then ended. The initial variable rent percentage, which is fixed for the first two years, is $13.4 million per year. The actual percentage increase is based on actual performance and is subject to change.

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 ~~they completed~~are subject to ground leases, facility maintenance costs, all insurance premiums for insurance with respect to the ~~examination~~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 ~~tax return~~lessor and ~~made no changes.~~all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties).

The estimated future lease payments include the minimum lease payments and were adjusted to reflect estimated lease payments as described in the agreements, including an annual escalator of up to 2%.

The future minimum payments related to the Master Lease financing obligation with GLPI at March 31, 2019 were as follows (in thousands):

Total payments and interest expense related to the Master Lease were $21.9 million and $24.6 million, respectively, for the three months ended March 31, 2019. For the initial periods of the Master Lease, cash payments are less than the interest expense recognized, which causes the failed sale-leaseback obligation to increase during the initial years of the lease term.

The Master Lease contains certain covenants, including minimum capital improvement expenditures.

	September 30,			December 31,			March 31,			December 31,
	2018			2017			2019			2018

Term Loan	$	956,750		$	956,750		$	956,750		$	956,750
Less: Unamortized discount and debt issuance costs		(18,840	)		(18,748	)		(17,679	)		(18,426	)
Net		937,910			938,002			939,071			938,324
6% Senior Notes due 2026		600,000			—			600,000			600,000
Less: Unamortized debt issuance costs		(1,895	)		—			(19,485	)		(19,630	)
Net		598,105			—			580,515			580,370
6% Senior Notes due 2025		875,000			875,000			875,000			875,000
Plus: Unamortized debt premium		24,285			26,605			22,687			23,491
Less: Unamortized debt issuance costs		(18,996	)		(20,716	)		(17,803	)		(18,405	)
Net		880,289			880,889			879,884			880,086
7% Senior Notes due 2023		375,000			375,000			375,000			375,000
Less: Unamortized discount and debt issuance costs		(6,370	)		(7,146	)		(5,814	)		(6,075	)
Net		368,630			367,854			369,186			368,925
Revolving Credit Facility		180,000			—			40,000			245,000
Capital leases		484			917
Long-term notes payable		2,463			2,531
Lumière Loan								246,000			246,000
Long-term notes and other payables								2,910			3,030
Less: Current portion		(447	)		(615	)		(415	)		(462	)
Total long-term debt	$	2,967,434		$	2,189,578		$	3,057,151		$	3,261,273

Amortization of the debt issuance costs and the discount ~~and~~and/or premium associated with our indebtedness totaled ~~$1.2~~$1.9 million and ~~$3.8~~$1.3 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 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~~$0.4 million for the remainder of 2019, $246.2 million in 2020, $0.2 million in 2021, $0.2 million in 2022, $415.1 million in 2023, ~~$956.8 million in 2024, $875.0 million in 2025~~ and ~~$600.0 million in 2026.~~$2.4 billion thereafter.

~~In April~~ ~~2017,~~ ~~the~~The Company ~~entered into~~is party to a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 ~~(the~~(as amended the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a ~~$300.0~~$500.0 million revolving credit facility (the “Revolving Credit Facility”). The Company’s obligations under the Revolving Credit Facility will mature on ~~April 17, 2022.~~October 1, 2023. 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.~~Notes due 2025. 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,~~March 31, 2019, the Company had $956.8 million outstanding on the Term Loan and ~~$180.0~~$40.0 million outstanding under the Revolving Credit Facility. The Company had ~~$110.9~~$447.7 million of available borrowing capacity, after consideration of ~~$9.1~~$12.3 million in outstanding letters of credit under its Revolving Credit Facility as of ~~September 30, 2018.~~March 31, 2019. The Company applied approximately $150.0 million of proceeds from the sale of Presque Isle Downs to temporarily repay amounts outstanding under the Revolving Credit Facility. Pursuant to the terms of the indentures governing the Company’s senior notes, the Company will be required to make an offer to purchase a portion of its outstanding senior notes with the excess proceeds from such sale unless it applies the net proceeds of such sale to either permanently repay outstanding indebtedness or make specified acquisitions or capital expenditures within 365 days of the sale of Presque Isle Downs.

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 pays a commitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. At ~~September 30, 2018,~~March 31, 2019, the weighted average interest rates on the Term Loan and Revolving Credit Facility were ~~4.17%~~4.88% 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 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.~~4.50%, respectively.

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 every semi-annually in arrears on March 15 and September ~~15, commencing March 15, 2019.~~15.

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 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 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:

Upon the occurrence of a Change 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 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 Company’s ability to:~~

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 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.

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.

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.

We borrowed $246 million from GLPI to fund the entire purchase price of the real estate underlying Lumière. 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, we agreed to use our 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 us 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 us of such Replacement Property. In connection with such Replacement Property sale, (i) we 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 our obligations 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 our outstanding obligations under the Lumière Loan, GLPI will pay us 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.

As of ~~September 30, 2018~~March 31, 2019, we were in compliance with all of the covenants under the 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026, ~~and 7% Senior Notes due 2023.~~

~~In conjunction with~~ the ~~Isle Acquisition,~~Credit Facility, 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. The 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 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, respectively, and a liability of $2.4 million and $4.5 million, respectively. The decreases in the assets and liability were primarily due to the impairment charges (see Note 4)Lumière Loan and the ~~Company finalizing its purchase price accounting related to the Isle Acquisition. These assets and liabilities are reported as 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). The 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 September 30, 2018 and December 31, 2017, the Company recorded property and equipment, net of accumulated depreciation, of $11.9 million and a liability of $5.7 million and $12.5 million, respectively, in other long-term liabilities related to the agreement. The changes in property and equipment and in the liability were primarily due to the Company finalizing its purchase price accounting related to the Isle Acquisition.Master Lease.

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:

~~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 September 30, 2018 and December 31, 2017 (amounts in thousands):

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~~cash held in money market ~~funds. Investments in this category~~funds and investments that 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~~include cash maintained for gaming operations. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1).

Restricted Cash and Investments: 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), or quoted prices available in active markets adjusted for time restrictions related to the sale of the investment (Level 3) 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.~~

~~Escrow Cash~~: Escrow cash represents the 6% Senior Notes due 2026 issued totaling $600 million plus approximately a month and a half of interest totaling $4.1 million placed into escrow pending satisfaction of certain conditions, including consummation of the Tropicana Acquisition. Escrow cash is classified as Level 1 as 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:~~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.

Acquisition‑Related Contingent Considerations: Contingent consideration related to the July 2003 acquisition of Scioto Downs represents the estimate of amounts to be paid to former stockholders of Scioto Downs under certain earn-out provisions. Acquisition related contingent considerations of $0.5 million is included in accrued other liabilities on the Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018.

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, 2019 and December 31, 2018 (amounts in thousands):

The change in restricted cash and investments valued using Level 3 inputs for the three months ended March 31, 2019 is as follows:

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

	September 30, 2018				December 31, 2017				March 31, 2019				December 31, 2018
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value		Amount		Value
Financial liabilities:
7% Senior Notes due 2023	$	368,630	$	393,750	$	367,854	$	400,800	$	369,186	$	392,812	$	368,925	$	385,312
6% Senior Notes due 2025		880,289		889,263		880,889		914,375		879,884		892,500		880,086		840,000
6% Senior Notes due 2026		598,105		606,000		—		—		580,515		594,000		580,370		567,000
Term Loan		937,910		961,534		938,002		956,750		939,071		947,183		938,324		916,088
Revolving Credit Facility		180,000		180,000		—		—		40,000		40,000		245,000		245,000
Lumière Loan										246,000		246,000		246,000		246,000
Other long-term debt		2,463		2,463		2,531		2,531		2,910		2,910		3,030		3,030
Capital leases		484		484		917		917

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 ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (dollars in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended						Three Months Ended
	September 30,				September 30,						March 31,
	2018		2017		2018		2017				2019		2018

Net income (loss) available to common stockholders	$	37,704	$	29,687	$	95,355	$		(15,558	)
Net income available to common stockholders											$	38,229	$	20,855
Shares outstanding:
Weighted average shares outstanding – basic		77,522,664		76,902,070		77,445,611			63,821,705			77,567,147		77,353,730
Effect of dilutive securities:
Stock options		93,530		128,696		125,861		N/A				104,382		152,906
RSUs		667,394		928,923		636,568		N/A				917,581		573,413
Weighted average shares outstanding – diluted ⁽¹⁾		78,283,588		77,959,689		78,208,040			63,821,705			78,589,110		78,080,049
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	)
Net income per common share attributable to common stockholders – basic:											$	0.49	$	0.27
Net income per common share attributable to common stockholders – diluted:											$	0.49	$	0.27

Litigation. The Company is a party to various ~~lawsuits,~~legal and administrative proceedings, which have arisen in the normal course of its business. Estimated losses are accrued for these ~~lawsuits and claims~~proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with ~~those lawsuits~~these proceedings is not material to the Company’s consolidated financial condition and those estimated losses are not expected to have a material impact on ~~the~~its results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact the Company’s consolidated financial condition or results of operations. Further, no assurance can be given that the Company’s existing insurance coverage will be sufficient to cover losses, if any, arising from such proceedings.

Agreements with Horsemen and Pari-mutuel Clerks. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia ~~Ohio~~ and ~~Pennsylvania~~Ohio 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~~In Ohio, we must have an agreement with the representative of the horse owners. We currently have all the requisite ~~agreement~~agreements 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~~referenced in ~~place with the Pennsylvania Horsemen’s Benevolent and Protective Association until May 1, 2021. With the exception of the respective~~this sub section at Mountaineer ~~Presque Isle Downs~~ and Scioto ~~Downs horsemen’s~~Downs. Certain agreements ~~and the agreement between Mountaineer and the pari‑mutuel clerks’ union described~~referenced above ~~each of the agreements referred to in this paragraph~~ may be terminated upon written notice by either party.

~~The Company has a lease agreement with C.S. &Y. Associates (“CS&Y”) which is an entity partially owned by~~As of March 31, 2019, Recreational Enterprises, Inc. (“REI”)~~, which is~~ owned ~~by members~~approximately 14.4% of outstanding common stock of the Company. The directors of REI are Company’s Executive Chairman of the Board, Gary L. Carano, its Chief Executive Officer and Board member, Thomas R. Reeg, and its former Senior Vice President of Regional Operations, Gene Carano. In addition, Gary L. Carano also serves as the Vice President of REI and Gene Carano also serves as the Secretary and Treasurer of REI. Members of the Carano ~~family,~~Family, including Gary L. Carano and ~~various trusts of which members~~Gene Carano, own the equity interests in REI. As such, the Carano Family has the ability to significantly influence the affairs of the Company. During the three months end March 31, 2019 and 2018, there were no related party transactions between the Company and the Carano ~~family are beneficiaries. In addition, each of Gary L. Carano~~Family other than compensation, including salary and ~~Thomas R. Reeg serve as members of~~equity incentives, and the ~~board of directors of REI.~~ CSY Lease listed below.

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~~C. S. & Y. Associates which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2057. Rent pursuant to the ~~three~~CSY Lease is $0.6 million annually and ~~nine months ended September 30,~~paid quarterly during the year. As of March 31, 2019 and December 31, 2018 the Company made lease payments to CS&Y 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. Nothere were no amounts ~~were~~ due to or ~~due~~ from ~~CS&Y as of September 30, 2018 and December 31, 2017.~~C.S. & Y. Associates.

The Company holds a 42.1% variable interest in a partnership with other investors that developed a 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 investors operate the hotel. As of September 30, 2018, the Company’s receivable from the partnership totaled $187,000 and the Company’s payable to the partnership totaled $19,000. These amounts are reflected on the accompanying balance sheet under “due from affiliates” and “due to affiliates.”

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.

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.

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. ~~As of June 30, 2018,~~Prior to the Elgin and Tropicana acquisitions, the Company’s principal operating activities occurred in four geographic regions and reportable segments. As referenced in Note 1, following the Elgin and Tropicana acquisitions a fifth segment, Central, ~~has been~~was 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. These segments ~~as of September 30, 2018~~ are summarized as follows:

The following table sets forth, for the periods indicated, certain operating data for our five reportable segments.

	Three Months Ended						Nine months ended							Three Months Ended
	Ended September 30,						Ended September 30,							Ended March 31,
	2018			2017			2018				2017			2019			2018
	(in thousands)													(in thousands)
Revenues and expenses
West:
Net operating revenues	$	129,092		$	134,324		$		346,550		$	297,564		$	118,095		$	99,579
Depreciation and amortization															13,143			8,189
Operating income		31,894			32,657				63,898			50,590			10,801			10,139
Midwest:
Net operating revenues		99,834			103,651				301,235			171,292			96,787			100,795
Depreciation and amortization															8,421			7,645
Operating income		26,637			24,264				80,725			39,676			27,833			26,676
South:
Net operating revenues		106,569			107,934				341,612			228,954			132,714			122,800
Depreciation and amortization															11,015			8,531
Operating income		16,176			13,682				50,099			32,210			27,515			13,359
East:
Net operating revenues		127,722			126,796				370,576			352,721			166,233			116,891
Depreciation and amortization															12,149			6,049
Operating income		23,637			21,215				67,164			54,411			27,161			19,131
Central:
Net operating revenues		23,897			—				23,897			—			120,472			—
Depreciation and amortization															11,210			—
Operating income		2,868			—				2,868			—			27,070			—
Corporate:
Net operating revenues		139			173				377			366			1,522			127
Operating loss		(9,443	)		(10,326	)			(41,377	)		(111,834	)
Depreciation and amortization															1,819			1,120
Operating income (loss)															3,224			(15,111	)
Total Reportable Segments
Net operating revenues	$	487,253		$	472,878		$		1,384,247		$	1,050,897		$	635,823		$	440,192
Depreciation and amortization														$	57,757		$	31,534
Operating income	$	91,769		$	81,492		$		223,377		$	65,053		$	123,604		$	54,194
Reconciliations to consolidated net income (loss):								��
Reconciliations to consolidated net income:
Operating income	$	91,769		$	81,492		$		223,377		$	65,053		$	123,604		$	54,194
Unallocated income and expenses:
Interest expense, net		(34,085	)		(29,183	)			(96,579	)		(69,380	)		(73,510	)		(31,251	)
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	)
Unrealized loss on restricted investment															(1,460	)		—
Provision for income taxes															(10,405	)		(2,088	)
Net income														$	38,229		$	20,855

	Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2019		2018
	(in thousands)				(in thousands)
Capital Expenditures, Net
West	$	49,060	$	30,498	$	16,054	$	10,181
Midwest		14,516		6,545		4,123		2,741
South		12,307		4,003		3,764		2,883
East		8,953		6,540		10,574		2,874
Central		237		—		2,668		—
Corporate		4,009		5,344		1,177		2,592
Total	$	89,082	$	52,930	$	38,360	$	21,271

		West		Midwest		South		East		Central		Corporate, Other & Eliminations			Total			West		Midwest		South		East		Central		Corporate, Other & Eliminations			Total
Balance sheet as of September 30, 2018	(in thousands)
Balance sheet as of March 31, 2019																	(in thousands)
Total assets		$	1,326,305	$	1,232,101	$	822,980	$	1,223,264	$	353,080	$	(480,556	)	$	4,477,174		$	1,829,237	$	1,285,862	$	1,145,605	$	1,968,176	$	1,508,821	$	(1,623,183	)	$	6,114,518
Goodwill			152,761		322,745		188,850		63,704		60,086		—			788,146			220,861		322,745		213,150		177,486		74,074		—			1,008,316

Balance sheet as of December 31, 2017
Balance sheet as of December 31, 2018
Total assets		$	1,278,062	$	1,188,758	$	804,318	$	1,185,806	$	—	$	(910,472	)	$	3,546,472		$	1,710,375	$	1,245,521	$	1,068,258	$	2,166,730	$	1,457,961	$	(1,737,383	)	$	5,911,462
Goodwill			152,775		327,088		200,417		66,826		—		—			747,106			220,861		322,745		213,150		177,486		74,074		—			1,008,316

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 Credit Facility.

As of ~~September 30, 2018, the~~March 31, 2019, following wholly-owned subsidiaries of the Company ~~were~~are 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 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.; Old PID, Inc. (f/k/a 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.; St. Charles Gaming Company, ~~L.L.C.;~~L.L.C; Elgin Riverboat ~~Resort-Riverboat~~Resort–Riverboat Casino; Elgin Holdings I LLC; Elgin Holdings II LLC, PPI Development Holdings LLC; ~~and~~ PPI Development LLC; Tropicana Entertainment, Inc.; New Tropicana Holdings, Inc.; New Tropicana OpCo, Inc.; TLH LLC; TropWorld Games LLC; TEI R7 Investment LLC; TEI Management Services LLC; Tropicana St. Louis LLC; TEI (St. Louis) RE, LLC; TEI (STLH), LLC; TEI (ES), LLC; Aztar Riverboat Holding Company, LLC; Aztar Indiana Gaming Company, LLC ; New Jazz Enterprises, LLC; Catfish Queen Partnership in Commendam; Centroplex Centre Convention Hotel LLC; Columbia Properties Tahoe, LLC; MB Development, LLC; Lighthouse Point, LLC and Tropicana Laughlin, LLC. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries.

The consolidating condensed balance sheet as of ~~September 30, 2018~~March 31, 2019 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	$	48,687	$	350,653	$	26,868	$	—		$	426,208	$	69,364	$	294,777	$	24,184	$	(5,335	)	$	382,990
Intercompany receivables		65,375		—		23,067		(88,442	)		—		—		235,559		21,914		(257,473	)		—
Investment in and advances to unconsolidated affiliates													130,338		1,902		—		—			132,240
Investments in subsidiaries		2,931,271		—		—		(2,931,271	)		—		3,716,505		—		—		(3,716,505	)		—
Escrow cash		—		—		604,100		—			604,100
Property and equipment, net		13,077		1,472,777		3,012		—			1,488,866		17,775		2,847,556		4,789		—			2,870,120
Other assets		28,421		1,929,196		27,032		(26,649	)		1,958,000		63,993		2,673,033		24,574		(32,432	)		2,729,168
Total assets	$	3,086,831	$	3,752,626	$	684,079	$	(3,046,362	)	$	4,477,174	$	3,997,975	$	6,052,827	$	75,461	$	(4,011,745	)	$	6,114,518

Current liabilities	$	54,422	$	178,758	$	28,756	$	—		$	261,936	$	94,871	$	283,102	$	16,706	$	(5,335	)	$	389,344
Intercompany payables		—		63,442		25,000		(88,442	)		—		232,473		—		25,000		(257,473	)		—
Long-term financing obligation to GLPI													—		962,505		—		—			962,505
Long-term debt, less current maturities		1,992,301		375,000		600,133		—			2,967,434		2,435,971		621,180		—		—			3,057,151
Deferred income tax liabilities		—		221,139		—		(26,649	)		194,490		—		236,454		—		(32,432	)		204,022
Other accrued liabilities		4,036		13,127		—		—			17,163		171,397		266,835		—		—			438,232
Stockholders’ equity		1,036,072		2,901,160		30,190		(2,931,271	)		1,036,151		1,063,263		3,682,751		33,755		(3,716,505	)		1,063,264
Total liabilities and stockholders’ equity	$	3,086,831	$	3,752,626	$	684,079	$	(3,046,362	)	$	4,477,174	$	3,997,975	$	6,052,827	$	75,461	$	(4,011,745	)	$	6,114,518

The consolidating condensed balance sheet as of December 31, ~~2017~~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)											(in thousands)
Current assets	$	27,572	$	201,321	$	22,139	$	—		$	251,032	$	48,268	$	497,309	$	27,619	$	—		$	573,196
Intercompany receivables		274,148		—		34,492		(308,640	)		—		—		11,885		23,988		(35,873	)		—
Investment in and advances to unconsolidated affiliates													—		1,892		—		—			1,892
Investments in subsidiaries		2,437,287		—		—		(2,437,287	)		—		3,648,961		—		—		(3,648,961	)		—
Property and equipment, net		12,042		1,483,473		7,302		—			1,502,817		18,555		2,859,271		4,780		—			2,882,606
Other assets		37,458		1,764,291		27,283		(36,409	)		1,792,623		35,072		2,423,807		26,674		(31,785	)		2,453,768
Total assets	$	2,788,507	$	3,449,085	$	91,216	$	(2,782,336	)	$	3,546,472	$	3,750,856	$	5,794,164	$	83,061	$	(3,716,619	)	$	5,911,462

Current liabilities	$	28,677	$	169,348	$	25,726	$	—		$	223,751	$	48,579	$	328,319	$	25,279	$	—		$	402,177
Intercompany payables		—		283,640		25,000		(308,640	)		—		10,873		—		25,000		(35,873	)		—
Long-term financing obligation to GLPI													—		959,835		—		—			959,835
Long-term debt, less current maturities		1,814,185		375,000		393		—			2,189,578		2,640,046		621,193		34		—			3,261,273
Deferred income tax liabilities		—		199,376		—		(36,409	)		162,967		—		231,795		—		(31,785	)		200,010
Other accrued liabilities		4,127		19,624		4,828		—			28,579		22,206		36,808		—		—			59,014
Stockholders’ equity		941,518		2,402,097		35,269		(2,437,287	)		941,597		1,029,152		3,616,214		32,748		(3,648,961	)		1,029,153
Total liabilities and stockholders’ equity	$	2,788,507	$	3,449,085	$	91,216	$	(2,782,336	)	$	3,546,472	$	3,750,856	$	5,794,164	$	83,061	$	(3,716,619	)	$	5,911,462

~~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 ~~September 30, 2017~~March 31, 2019 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)															(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	343,825		$	8,823		$	—		$	352,648		$	—			466,441		$	4,410		$	—		$	470,851
Non-gaming		—			117,347			2,883			—			120,230			1,397			161,502			2,073			—			164,972
Net revenues		—			461,172			11,706			—			472,878			1,397			627,943			6,483			—			635,823

Operating expenses:
Gaming and pari-mutuel commissions		—			168,102			5,877			—			173,979			—			207,142			3,164			—			210,306
Non-gaming		—			75,445			920			—			76,365			—			94,884			400			—			95,284
Marketing and promotions		—			25,623			816			—			26,439			—			32,053			248			—			32,301
General and administrative		—			73,840			1,810			—			75,650			—			118,552			1,336			—			119,888
Corporate		7,865			(1,464	)		1,317			—			7,718			16,141			529			84			—			16,754
Impairment charges																	—			958			—			—			958
Management fee		(7,666	)		7,366			300			—			—			(4,735	)		4,735			—			—			—
Depreciation and amortization		303			28,675			144			—			29,122			1,150			56,607			—			—			57,757
Total operating expenses		502			377,587			11,184			—			389,273			12,556			515,460			5,232			—			533,248

Gain on sale of asset or disposal of property and equipment		—			4			—			—			4
Gain on sale or disposal of property and equipment																	409			21,396			513			—			22,318
Transaction expenses		(455	)		(1,639	)		—			—			(2,094	)		(1,227	)		(475	)		(192	)		—			(1,894	)
Equity in loss of unconsolidated affiliate		—			(23	)		—			—			(23	)
Income (loss) from unconsolidated affiliates																	655			(50	)		—			—			605
Operating (loss) income		(957	)		81,927			522			—			81,492			(11,322	)		133,354			1,572			—			123,604

Interest expense, net		(22,583	)		(6,184	)		(416	)		—			(29,183	)		(37,432	)		(35,834	)		(244	)		—			(73,510	)
Loss on early retirement of debt, net		(10,030	)		—			—			—			(10,030	)
Unrealized loss on restricted investments																	(1,460	)		—			—			—			(1,460	)
Subsidiary income (loss)		51,738			—			—			(51,738	)		—			72,255			—			—			(72,255	)		—
(Loss) income before income taxes		18,168			75,743			106			(51,738	)		42,279
Income (loss) before income taxes																	22,041			97,520			1,328			(72,255	)		48,634
Income tax benefit (provision)		11,519			(24,085	)		(26	)		—			(12,592	)		16,188			(26,265	)		(328	)		—			(10,405	)
Net (loss) income	$	29,687		$	51,658		$	80		$	(51,738	)	$	29,687
Net income (loss)																$	38,229		$	71,255		$	1,000		$	(72,255	)	$	38,229

The consolidating condensed statement of operations for the ~~nine~~three months ended ~~September 30,~~March 31, 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)															(in thousands)
Revenues:
Gaming and pari-mutuel commissions	$	—		$	760,033		$	14,510		$	—		$	774,543		$	—		$	335,793		$	7,735		$	—		$	343,528
Non-gaming		—			271,515			4,839			—			276,354			—			94,023			2,641			—			96,664
Net revenues		—			1,031,548			19,349			—			1,050,897			—			429,816			10,376			—			440,192

Operating expenses:
Gaming and pari-mutuel commissions		—			389,182			9,722			—			398,904			—			164,303			5,248			—			169,551
Non-gaming		—			178,036			1,569			—			179,605			—			63,975			712			—			64,687
Marketing and promotions		—			56,641			1,458			—			58,099			—			20,835			466			—			21,301
General and administrative		—			165,279			3,060			—			168,339			—			72,427			1,775			—			74,202
Corporate		21,413			(1,791	)		2,112			—			21,734			10,294			322			953			—			11,569
Impairment charges																	—			9,815			—			—			9,815
Management fee		(21,214	)		20,714			500			—			—			(5,137	)		5,137			—			—			—
Depreciation and amortization		635			68,767			233			—			69,635			772			30,601			161			—			31,534
Total operating expenses		834			876,828			18,654			—			896,316			5,929			367,415			9,315			—			382,659

Loss on sale of asset or disposal of property and equipment		(21	)		(30	)		—			—			(51	)
Loss on sale or disposal of property and equipment																	—			(706	)		—			—			(706	)
Transaction expenses		(69,628	)		(19,544	)		—			—			(89,172	)		(2,118	)		(430	)		—			—			(2,548	)
Equity in loss of unconsolidated affiliate		—			(305	)		—			—			(305	)
Loss from unconsolidated affiliates																	—			(85	)		—			—			(85	)
Operating (loss) income		(70,483	)		134,841			695			—			65,053			(8,047	)		61,180			1,061			—			54,194

Interest expense, net		(49,576	)		(19,110	)		(694	)		—			(69,380	)		(24,432	)		(6,286	)		(533	)		—			(31,251	)
Loss on early retirement of debt, net		(37,347	)		—			—			—			(37,347	)
Subsidiary income (loss)		77,393			—			—			(77,393	)		—			43,305			—			—			(43,305	)		—
(Loss) income before income taxes		(80,013	)		115,731			1			(77,393	)		(41,674	)
Income (loss) before income taxes																	10,826			54,894			528			(43,305	)		22,943
Income tax benefit (provision)		64,455			(38,405	)		66			—			26,116			10,029			(12,303	)		186			—			(2,088	)
Net (loss) income	$	(15,558	)	$	77,326		$	67		$	(77,393	)	$	(15,558	)
Net income (loss)																$	20,855		$	42,591		$	714		$	(43,305	)	$	20,855

The consolidating condensed statement of cash flows for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 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)															(in thousands)
Net cash (used in) provided by operating activities		$	(22,743	)	$	283,414		$	2,777		$	—	$	263,448
Net cash provided by (used in) operating activities																	$	13,524		$	53,239		$	(1,323	)	$	—	$	65,440
INVESTING ACTIVITIES:
Purchase of property and equipment, net			(2,620	)		(85,384	)		(1,078	)		—		(89,082	)			(1,154	)		(37,198	)		(8	)		—		(38,360	)
Proceeds from sale of property and equipment			—			920			—			—		920
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	)
Proceeds from sale of property and equipment, net of cash sold																		550			168,997			(1,602	)		—		167,945
Purchase of restricted investments																		—			—			(80	)		—		(80	)
Net cash (used in) provided by investing activities																		(604	)		131,799			(1,690	)		—		129,505
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	)			(205,000	)		—			—			—		(205,000	)
Net proceeds from (payments to) related parties			208,772			(215,048	)		6,276			—		—				221,599			(223,672	)		2,073			—		—
Payments on other long-term payables			(67	)		(217	)		(217	)		—		(501	)			(23	)		(12	)		(83	)		—		(118	)
Debt issuance costs			(5,401	)		—			—			—		(5,401	)			(386	)		—			—			—		(386	)
Taxes paid related to net share settlement of equity awards			(10,601	)		—			—			—		(10,601	)			(4,322	)		—			—			—		(4,322	)
Proceeds from exercise of stock options			154			—			—			—		154
Net cash provided by (used in) financing activities			372,857			(215,265	)		606,059			—		763,651				11,868			(223,684	)		1,990			—		(209,826	)
Increase in cash, cash equivalents and restricted cash			18,569			5,638			607,758			—		631,965
Increase (decrease) in cash, cash equivalents and restricted cash																		24,788			(38,646	)		(1,023	)		—		(14,881	)
Cash, cash equivalents and restricted cash, beginning of period			13,837			118,483			15,429			—		147,749				12,844			222,672			11,175			—		246,691
Cash, cash equivalents and restricted cash, end of period		$	32,406		$	124,121		$	623,187		$	—	$	779,714			$	37,632		$	184,026		$	10,152		$	—	$	231,810

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		$	31,688		$	122,451			9,947		$	—	$	164,086			$	37,632			170,099			9,152		$	—	$	216,883
Restricted cash			718			670			234			—		1,622				—			7,892			—			—		7,892
Restricted and escrow cash included in other noncurrent assets			—			1,000			613,006			—		614,006				—			6,035			1,000			—		7,035
Total cash, cash equivalents and restricted cash		$	32,406		$	124,121		$	623,187		$	—	$	779,714			$	37,632		$	184,026		$	10,152		$	—	$	231,810

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

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

	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	$	(7,128	)	$	87,253		$	(2,118	)	$	—	$	78,007
INVESTING ACTIVITIES:
Purchase of property and equipment, net		(1,233	)		(19,011	)		(1,027	)		—		(21,271	)
Proceeds from sale of property and equipment		—			150			—			—		150
Net cash used in investing activities		(1,233	)		(18,861	)		(1,027	)		—		(21,121	)
FINANCING ACTIVITIES:
Net proceeds from (payments to) related parties		62,560			(66,660	)		4,100			—		—
Payments on other long-term payables		(22	)		(78	)		(70	)		—		(170	)
Debt issuance costs		(304	)		—			—			—		(304	)
Taxes paid related to net share settlement of equity awards		(7,502	)		—			—			—		(7,502	)
Net cash provided by (used in) financing activities		54,732			(66,738	)		4,030			—		(7,976	)
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

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
Restricted cash		717			2,743			199			—		3,659
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

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.”

We are a geographically diversified gaming and hospitality company ~~that owned and operated 21~~with 26 gaming facilities in 1112 states as of ~~September 30, 2018.~~March 31, 2019. Our properties, which are located in Ohio, Louisiana, Nevada, ~~Pennsylvania,~~New Jersey, West Virginia, Colorado, Florida, Iowa, Mississippi, Illinois, ~~Mississippi~~Indiana and Missouri, feature approximately ~~21,000~~28,000 slot machines and video lottery terminals (“VLTs”), approximately ~~600~~750 table games and ~~over 7,000~~approximately 12,600 hotel ~~rooms as of September 30, 2018.~~rooms. 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~~family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, we partnered with MGM Resorts International ~~on the~~to build Silver Legacy Resort Casino, the first mega-themed resort in Reno. In 2005, we acquired our first property outside of Reno when we ~~acquired~~purchased 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 ~~largest~~ acquisition ~~to date when we acquired~~of Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding ~~another~~ 13 gaming properties to our ~~portfolio.~~

portfolio. On August 7, 2018, we acquired 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”). On October 1, 2018, we completed our acquisition of Tropicana Entertainment, Inc. (“Tropicana”), adding seven properties to our portfolio (the “Tropicana Acquisition”). On January 11, 2019 and March 8, 2019, respectively, we closed on our sales of Presque Isle Downs & Casino and Lady Luck Casino Nemacolin, which are both located in Pennsylvania.

As of ~~September 30, 2018, ERI~~March 31, 2019, we owned and operated the following properties:

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

On August 7, 2018, we completed ~~our previously announced~~the acquisition of the Grand Victoria Casino in Elgin, Illinois. We purchased Elgin for ~~$327.5~~$328.8 million, ~~and an estimated $1.4~~including a working capital adjustment ~~subject to finalization within 100 days of the~~totaling $1.3 million. The Elgin Acquisition ~~date.~~was financed using cash on hand and borrowings under the Company’s revolving credit facility.

On ~~April 15,~~October 1, 2018, ~~the Company announced that it entered into a definitive agreement to acquire~~we acquired Tropicana ~~Entertainment Inc. (“Tropicana”)~~ in a cash transaction valued at ~~$1.85~~$1.9 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~~wholly-owned subsidiary of ~~the Company.~~ours. Immediately prior to ~~the merger,~~our acquisition, Tropicana sold Tropicana Aruba Resort and ~~Casino and~~GLP Capital, L.P., a wholly owned subsidiary of Gaming and Leisure Properties, Inc. (“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~~million. We 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 Placemillion with the proceeds of a $246 million loan from ~~GLPI and~~GLPI. We funded the ~~$640 million of~~remaining consideration payable ~~by the Company~~with our cash on hand 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~~our revolving credit facility and proceeds from ~~the Company’s~~our offering of $600 million of 6%6.0% senior notes due 2026. In addition, ~~the Company’s~~our borrowing capacity on ~~its~~our 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.

~~Following~~Substantially concurrently with the acquisition of the real estate portfolio by GLPI, ~~the Company~~we 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~~our option (“Master Lease”). Under the Master Lease, ~~the Company is~~we are 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~~was approximately $87.6 ~~million. The Company does~~million and is subject to annual escalation. We do not have the ability to terminate the obligations under the Master Lease prior to its expiration without GLPI’s consent.

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~~ours (“Tropicana St. Louis RE”), and ~~the Company~~GLPI 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 Lumiè~~re Place and a guaranty by the Company of the amounts owed by Tropicana St. Louis RE.~~re. The Lumière Loan is guaranteed by us, bears interest at a rate equal to (i) 9.09% until October 1, 2019 and (ii) 9.27% ~~until October 1, 2020,~~thereafter and matures on October 1, 2020. The Lumière Loan is secured by a first priority mortgage on the Lumière ~~Real Property~~real estate until October 1, 2019. In connection with the issuance of the Lumière Loan, ~~the Company~~we agreed to use ~~its~~our commercially reasonable efforts to transfer one or more of ~~the Grand Victoria Casino, Isle Casino~~Elgin, 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~~us of such Replacement Property. In connection with such Replacement Property sale, (i) ~~the Company~~we 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~~our Tropicana St. Louis ~~RE and the Company~~RE’s obligations 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.

OnIn September 5, 2018, ~~the Company announced that it had~~we entered into a ~~definitive~~25-year agreement, which became effective January 2019, with William Hill PLC and William Hill US, its U.S. subsidiary (together, “William Hill”) pursuant to which ~~subject~~we (i) granted to ~~receipt of all necessary regulatory approvals,~~ William Hill ~~US will become~~ the ~~Company’s exclusive sports~~right to conduct betting ~~operator~~activities in retail channels and under our first skin and third skin for ~~a period of 25 years at its~~online channels with respect to our current and future 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~~located in the United ~~States. At~~States and the ~~closing~~territories and possessions of the ~~transactions contemplated by~~United States, including Puerto Rico and the ~~agreement, the Company will receive a 20% equity stake in~~U.S. Virgin Islands and (ii) agreed that William Hill ~~US as well as ordinary shares of William Hill PLC (LON: WMH)~~will have the right to conduct real money online gaming activities utilizing our second skin available 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)~~respect to properties in such territory. Pursuant to the terms of the agreement, ~~the Company will have the opportunity to sell its equity~~we received a 20% ownership interest in William Hill US ~~following a public offering~~valued at approximately $128.9 million as well as 13.4 million ordinary shares of William Hill ~~US or through a conversion~~PLC valued at approximately $27.3 million upon closing of the ~~20%~~transaction in January 2019. Additionally, we receive a revenue share from the operation of retail betting and online betting and gaming activities. The initial equity ~~stake~~and the profit and losses attributable to William Hill ~~PLC~~US are in included in income (loss) from unconsolidated affiliates on the Consolidated Statements of Income.

In November 2018, we entered into a 20-year agreement with The Stars Group Inc. (“TSG”) pursuant to which we agreed to provide TSG with options to obtain access to our second skin for online sports wagering and third skin for real money online gaming and poker, in each case with respect to our properties in the United States. Under the terms of the agreement, we will receive a revenue share from the operation of the applicable verticals by TSG under our licenses. Pursuant to the terms of the TSG agreement, we received 1.1 million TSG common shares ~~or cash~~valued at ~~William Hill’s discretion after five years. The transaction is~~approximately $18.6 million and we may receive an additional $5.0 million in TSG common shares upon the exercise of the first option by TSG. We may also receive additional TSG common shares in the future based on TSG net gaming revenue generated in our markets.

In April 2018, we entered into a joint venture with Cordish Companies (“Cordish”) to master plan and develop a mixed-use entertainment and hospitality destination expected to ~~close~~be located on unused land adjacent to the casino and racetrack at our Pompano property. 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, we will be responsible for the development of the master plan for the project with our input and will submit it for our review and approval. We 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. We have agreed to contribute land to the joint venture for the project. While we hold a 50% variable interest in the ~~first quarter~~joint venture, we are not the primary beneficiary; as such the investment in the joint venture is accounted for using the equity method. We participate evenly with Cordish in the profits and losses of ~~2019.~~the joint venture, which is included in loss from unconsolidated affiliates on the Consolidated Statements of Income.

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

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

On July 6, 2018, in consideration of the time and expense needed to reply to the Second Request, the Company and CDI entered into a termination agreement and release pursuant to which the parties agreed to terminate the asset purchase agreement with respect to Vicksburg and to enter into an asset purchase agreement pursuant to which CDI would acquire and assume the rights and obligations to operate Nemacolin (the “Vicksburg Termination Agreement”). The Vicksburg Termination Agreement also provided that CDI would pay ~~the Company~~us a $5.0 million termination fee upon execution of a definitive agreement with respect to the Nemacolin transaction. On August 10, 2018, ~~the Company~~we entered into a definitive agreement to sell substantially all of the assets and liabilities of Nemacolin to CDI. Under the terms of the agreement, CDI agreed to purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

~~Both transactions are expected to close in~~We closed on the ~~fourth quarter~~sale of ~~2018 or first quarter~~Presque Isle Downs on January 11, 2019 and the sale of ~~2019, subject to satisfaction of closing conditions, including receipt of Pennsylvania regulatory approvals.~~Nemacolin on March 8, 2019.

The executive decision maker of our ~~Company~~company reviews operating results, assesses performance and makes decisions on a “significant market” basis. ~~Management~~Our management views each of our ~~casinos~~properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. AsPrior to our acquisition of ~~June 30, 2018,~~Isle, our 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 occurred in four geographic regions and reportable ~~segments. Due to~~segments: West, Midwest, South and East. Following the Tropicana Acquisition and Elgin Acquisition, ~~and Tropicana Acquisition, a fifth~~an additional segment, Central, ~~has been~~was added ~~in the third quarter of 2018. The~~increasing our reportable segments ~~are based on the similar characteristics of the operating~~to five. The five segments ~~within the regions in which they operate. These segments as of September 30, 2018~~ are summarized as follows:

~~The financial information included in this Item 2 for periods prior to our acquisitions of Isle and Elgin are those of ERI and its subsidiaries.~~ The presentation of information herein for periods prior to our acquisitions of ~~Isle~~Elgin and ~~Elgin~~Tropicana and after our acquisitions of ~~Isle~~Elgin and ~~Elgin~~Tropicana are not fully comparable because the results of operations for ~~Isle~~Elgin and ~~Elgin~~Tropicana are not included for periods prior to August 7, 2018 and October 1, 2018, respectively. Additionally, the Company closed on its sales of Presque Isle Downs and Nemacolin on January 11, 2019 and March 8, 2019, respectively.

Summary financial results of Tropicana for the three months ended March 31, 2018 is included in Tropicana’s Quarterly Report on Form 10-Q as filed with the SEC. In conjunction with our ~~acquisitions~~acquisition of ~~Isle~~Tropicana, Tropicana was no longer required to file quarterly and ~~Elgin.~~annual reports with the SEC and terminated its registration on October 1, 2018.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist in better understanding and evaluating our financial condition and results of operations. Our historical operating results may not be indicative of our future results of operations because of these factors and the changing competitive landscape in each of our markets, as well as by factors discussed elsewhere herein. We recommend that you read this MD&A in conjunction with our unaudited consolidated financial statements and the notes to those statements included in this Quarterly Report on Form 10-Q.

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.

The following summary highlights the significant factors impacting our financial results for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~

In previous periods, the operations of Lake Charles were 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 September 30, 2018 and 2017.2018.

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 CDI, an impairment charge totaling $9.8 million was recorded due to the 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.~~March 31, 2019. 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 sell our rights and obligations to operate Nemacolin. Due to the carrying value of the property and equipment being sold exceeding the estimated net sales proceeds, we also recorded an impairment charge for three and nine months ended September 30, 2018 totaling $3.8 million related to Nemacolin.fee.

~~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.~~

As part of the continuing evolution of the Reno tri-properties, we ~~are~~ built a new 21,000 square foot spa at Silver Legacy which opened in early October 2018. We have substantially renovated every room at Circus Reno and will start the first phase of renovations of 400 rooms at Silver Legacy and 42 high-end suites at Eldorado ~~after~~in the ~~busy summer season.~~second half of 2019. In Black Hawk we ~~expect to renovate~~began renovation of all 402 hotel rooms ~~this winter.~~with an expected completion by the end of the first half of 2019. In addition, ~~recently we announced a~~our joint venture with ~~the~~ Cordish ~~Companies for the~~continues making progress on development plans of a new world-class, mixed-use entertainment and hospitality destination anchored by our Isle Casino Racing Pompano Park. At Tropicana Atlantic City, we recently opened an expansive, new sportsbook adding excitement and an additional opportunity to drive visitation to the property.

~~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.~~

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

	Three Months Ended							Nine Months Ended								Three Months Ended
	September 30,							September 30,								March 31,
	2018		2017		Change			2018		2017			Change			2019		2018		Change
Net revenues	$	487,253	$	472,878		3.0	%	$	1,384,247	$	1,050,897			31.7	%	$	635,823	$	440,192		44.4	%
Operating income		91,769		81,492		12.6	%		223,377		65,053			243.4	%		123,604		54,194		128.1	%
Net income (loss)		37,704		29,687		27.0	%		95,355		(15,558	)		712.9	%
Net income																	38,229		20,855		83.3	%

Operating Results. For the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period, Elgin and Tropicana contributed incremental net revenues totaling ~~$23.9 million. For~~$244.3 million and drove a 44.4% increase in net revenues for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period. Excluding incremental Elgin and Tropicana net revenues, net revenues decreased 11.1% for the three months ended March 31, 2019 compared to the same prior year period including the change in revenues resulting from the sales of Presque Isle ~~contributed $307.7 million~~Downs and Nemacolin during the current quarter. Excluding the impact of ~~incremental~~our acquisitions and dispositions, net revenues from January 1, 2018 through April 30, 2018 (the comparative period preceding our acquisition of Isle on May 1, 2017). Including incremental Elgin and Isle net revenues, net revenues increased 3.0% and 31.7%, respectively,decreased 3.8% for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 compared to the 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 decreased 2.0% and remained flat, respectively,period mainly due to the significant factors discussed above.

Operating income increased $69.4 million, or 128.1%, for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year ~~periods.~~

~~Operating income increased $10.3 million and $158.3, respectively, for the three and nine months ended September 30, 2018 compared~~period mainly due to ~~the same prior year periods. In addition to the~~ incremental operating income contributed by the acquired Elgin and Tropicana properties combined with a $22.1 million net gain on sale of assets associated with the sales of Presque Isle ~~properties~~Downs and ~~Elgin, these increases over prior year were mainly due to~~Nemacolin. Excluding the ~~significant amount~~impact of ~~Isle transaction~~our acquisitions and dispositions on operating expenses, ~~incurred during the three and nine months ended September 30, 2017.~~

~~Net~~operating income increased ~~$8.0 million and $110.9 million~~64.7% for the three ~~and nine~~ months ended ~~September 30, 2018, respectively,~~March 31, 2019 compared to the same prior year ~~periods. These increases were~~period principally due to margin improvement associated with cost savings initiatives across all segments.

Net income increased $17.4 million for the three months ended March 31, 2019 compared to the same prior year period principally due to the same factors impacting operating ~~income combined with the loss on the early retirement of debt for the three and nine months ended September 30, 2017 associated with our refinancing completed in May of 2017. These increases were~~income. This increase was partially offset by higher interest expense ~~during~~for the ~~2018 periods~~three months ended March 31, 2019 compared to the same prior year period resulting from increased debt ~~following our acquisition~~associated with the Tropicana Acquisition and amortization of ~~Isle along~~the direct financing obligation associated with ~~increases in our tax provision.~~the Master Lease.

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

	Net Revenues for the Three Months Ended September 30,				Operating Income (Loss) for the Three Months Ended September 30,						Net Revenues for the Three Months Ended March 31,				Operating Income (Loss) for the Three Months Ended March 31,
	2018		2017		2018			2017			2019		2018		2019		2018
West	$	129,092	$	134,324	$	31,894		$	32,657		$	118,095	$	99,579	$	10,801	$	10,139
Midwest		99,834		103,651		26,637			24,264			96,787		100,795		27,833		26,676
South		106,569		107,934		16,176			13,682			132,714		122,800		27,515		13,359
East		127,722		126,796		23,637			21,215			166,233		116,891		27,161		19,131
Central		23,897		—		2,868			—			120,472		—		27,070		—
Corporate		139		173		(9,443	)		(10,326	)		1,522		127		3,224		(15,111	)
Total	$	487,253	$	472,878	$	91,769		$	81,492		$	635,823	$	440,192	$	123,604	$	54,194

	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 ~~September 30, 2018~~March 31, 2019 Compared to the Three Months Ended ~~September 30, 2017~~March 31, 2018

	Three Months Ended											Three Months Ended
	September 30,							Percent				March 31,							Percent
	2018		2017		Variance			Change				2019		2018		Variance			Change
Revenues:
Gaming and Pari-Mutuel Commissions:
West	$	60,912	$	63,501	$	(2,589	)		(4.1	)	%	$	53,571	$	49,734	$	3,837			7.7		%
Midwest		86,331		89,482		(3,151	)		(3.5	)	%		85,169		88,359		(3,190	)		(3.6	)	%
South		86,153		86,213		(60	)		(0.1	)	%		109,350		100,918		8,432			8.4		%
East		113,075		113,452		(377	)		(0.3	)	%		124,951		104,517		20,434			19.6		%
Central		21,698		—		21,698			100.0		%		97,810		—		97,810			100.0		%
Total Gaming and Pari-Mutuel Commissions		368,169		352,648		15,521			4.4		%		470,851		343,528		127,323			37.1		%
Non-gaming:
West		68,180		70,823		(2,643	)		(3.7	)	%		64,524		49,845		14,679			29.4		%
Midwest		13,503		14,169		(666	)		(4.7	)	%		11,618		12,436		(818	)		(6.6	)	%
South		20,416		21,721		(1,305	)		(6.0	)	%		23,364		21,882		1,482			6.8		%
East		14,647		13,344		1,303			9.8		%		41,282		12,374		28,908			233.6		%
Central		2,199		—		2,199			100.0		%		22,662		—		22,662			100.0		%
Corporate		139		173		(34	)		(19.7	)	%		1,522		127		1,395			1,098.4		%
Total Non-gaming		119,084		120,230		(1,146	)		(1.0	)	%		164,972		96,664		68,308			70.7		%
Total Net Revenues		487,253		472,878		14,375			3.0		%		635,823		440,192		195,631			44.4		%
Expenses:
Gaming and Pari-Mutuel Commissions:
West		21,605		23,314		(1,709	)		(7.3	)	%		21,048		20,398		650			3.2		%
Midwest		35,687		37,481		(1,794	)		(4.8	)	%		34,480		35,944		(1,464	)		(4.1	)	%
South		41,513		43,234		(1,721	)		(4.0	)	%		49,941		48,356		1,585			3.3		%
East		70,645		69,950		695			1.0		%		61,286		64,853		(3,567	)		(5.5	)	%
Central		10,612		—		10,612			100.0		%		43,551		—		43,551			100.0		%
Total Gaming and Pari-Mutuel Commissions		180,062		173,979		6,083			3.5		%		210,306		169,551		40,755			24.0		%
Non-gaming
West		37,111		41,124		(4,013	)		(9.8	)	%		39,163		33,743		5,420			16.1		%
Midwest		7,572		9,877		(2,305	)		(23.3	)	%		6,504		8,153		(1,649	)		(20.2	)	%
South		13,217		15,552		(2,335	)		(15.0	)	%		14,476		14,557		(81	)		(0.6	)	%
East		8,744		9,812		(1,068	)		(10.9	)	%		22,474		8,234		14,240			172.9		%
Central		2,029		—		2,029			100.0		%		12,667		—		12,667			100.0		%
Total Non-gaming		68,673		76,365		(7,692	)		(10.1	)	%		95,284		64,687		30,597			47.3		%

Marketing and promotions		23,122		26,439		(3,317	)		(12.5	)	%		32,301		21,301		11,000			51.6		%
General and administrative		75,599		75,650		(51	)		(0.1	)	%		119,888		74,202		45,686			61.6		%
Corporate		9,217		7,718		1,499			19.4		%		16,754		11,569		5,185			44.8		%
Impairment charges		3,787		—		3,787			100.0		%		958		9,815		(8,857	)		(90.2	)	%
Depreciation and amortization		35,760		29,122		6,638			22.8		%		57,757		31,534		26,223			83.2		%
Total Operating Expenses	$	396,220	$	389,273	$	6,947			1.8		%	$	533,248	$	382,659	$	150,589			39.4		%

Gaming Revenues and Pari-Mutuel Commissions. Elgin and Tropicana contributed ~~$21.7~~$171.5 million of incremental gaming revenues and pari-mutuel commissions for the three months ended ~~September 30, 2018 resulting in an increase of 4.4%~~March 31, 2019 compared to the same prior year period.

~~Excluding incremental Elgin gaming~~ This increase was partially offset by the decline in revenues associated with the dispositions of Presque Isle Downs and ~~pari-mutuel commissions, gaming revenues and pari-mutuel commissions decreased 1.8%~~Nemacolin for the three months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period, ~~due~~resulting in a 37.1% increase in gaming revenues and pari-mutuel commission.

Excluding incremental Elgin and Tropicana gaming revenues and pari-mutuel commissions and the impact of the Presque Isle Downs and Nemacolin dispositions, gaming revenues and pari-mutuel commissions decreased 4.4% for the three months ended March 31, 2019 compared to ~~decreased revenues in all segments. This decline was~~the same prior year period primarily due to reductions in casino volume associated with declines in promotional and free play ~~associated with unprofitable play.~~offers. Additionally, construction disruption affected our West segment and severe weather negatively impacted our visitor volume across all segments contributing to the declines in casino revenues during the current period.

Non-gaming Revenues. Elgin and Tropicana contributed ~~$2.2~~$72.8 million of incremental non-gaming revenues for the three months ended ~~September 30, 2018. Despite the incremental revenues,~~March 31, 2019, which was partially offset by declines in non-gaming revenues ~~decreased 1.0%~~attributable to the Presque Isle Downs and Nemacolin dispositions, resulting in an increase of 70.7% over the same prior year period.

Excluding incremental Elgin and Tropicana non-gaming revenues and the impact of the Presque Isle Downs and Nemacolin dispositions, non-gaming revenues decreased 1.8% for the three months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period. ~~Decreased~~This decline was primarily driven by lower non-gaming revenues, mainly in ~~the~~our West ~~Midwest, and South~~segment, resulting from reductions in promotional offers, ~~were partially offset by increased non-gaming revenues in the East.~~construction disruption and severe weather that negatively impacted visitor traffic.

Gaming Expenses and Pari-Mutuel Commissions. Elgin and Tropicana contributed ~~$10.6~~$69.5 million of incremental gaming expenses and pari-mutuel commissions for the three months ended ~~September 30, 2018~~March 31, 2019, which was partially offset by the Presque Isle Downs and Nemacolin dispositions, resulting in an increase of ~~3.5%~~24.0% in gaming expenses and pari-mutuel commissions over the same prior year period.

Excluding incremental Elgin and Tropicana gaming expenses and pari-mutuel commissions, and the impact of the Presque Isle Downs and Nemacolin dispositions, gaming expenses and pari-mutuel commissions decreased ~~2.6%~~5.2% for the three months ended ~~September 30, 2018~~March 31, 2019 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.~~expenses combined with lower volume. 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~~March 31, 2019 compared to the same prior year period.

Non-gaming Expenses. Elgin and Tropicana contributed ~~$2.0~~$39.3 million of incremental non-gaming expenses for the three months ended ~~September 30, 2018~~March 31, 2019, which was partially offset by the Presque Isle Downs and Nemacolin dispositions, resulting in ~~a decrease~~an increase of ~~10.1%~~47.3% over the same prior year period.

Excluding incremental Elgin and Tropicana non-gaming expenses, and the impact of the Presque Isle Downs and Nemacolin dispositions, non-gaming expenses decreased ~~12.7%~~10.5% for the three months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period. Decreased non-gaming expenses inacross all segments were associated with ~~decreased~~lower non-gaming revenues along with continued efforts to reduce variable expenses including labor and cost of sales.

Marketing and Promotions Expenses. Elgin and Tropicana contributed ~~$1.3~~$17.0 million of incremental marketing and promotions expense for the three months ended ~~September 30, 2018. Despite~~March 31, 2019, which was partially offset by the Presque Isle Downs and Nemacolin dispositions, resulting in an increase ~~resulting from incremental costs associated with the addition~~ of ~~Elgin, marketing and promotions expenses decreased 12.5%~~51.6% over the same prior year period.

Excluding incremental Elgin and Tropicana marketing and promotions expenses, and the impact of the Presque Isle Downs and Nemacolin dispositions, consolidated marketing and promotions expense decreased ~~17.3%~~23.7% for the three months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period. This decline was primarily due to synergies achieved via the termination of certain marketing contracts and continued company-wide reductions in marketing and promotional spend.

General and Administrative Expenses. Elgin and Tropicana contributed ~~$4.9~~$53.5 million of general and administrative expense for the three months ended ~~September 30, 2018. Despite~~March 31, 2019, which was partially offset by the ~~additional general~~Presque Isle Downs and ~~administrative expenses associated with the acquisition~~Nemacolin dispositions, resulting in an increase of ~~Elgin, general and administrative expense remained flat~~61.6% over the same prior year period.

Excluding incremental Elgin and Tropicana general and administrative expenses, and the impact of the Presque Isle Downs and Nemacolin dispositions, consolidated general and administrative expenses decreased ~~6.5%~~5.2% for the three months ended ~~September 30, 2018~~March 31, 2019 compared to the same prior year period mainly due to the centralization of certain corporate services provided to our properties and realized ~~savings.~~savings achieved through consolidated purchasing programs.

Corporate Expenses. For the three months ended ~~September 30, 2018~~March 31, 2019 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~~compensation expense, driven by growth related to the ~~company’s~~Company’s acquisitions.

Impairment Charges. ~~Based on the pending disposition, we~~We recorded an impairment charge for the three months ended ~~September 30, 2018~~March 31, 2019 totaling ~~$3.8~~$1.0 million related to our ~~Nemacolin property.~~non-operating real property located in Pennsylvania. In conjunction with the classification of Vicksburg’s operations as assets held for sale, we recorded an impairment charge totaling $9.8 million for the three months ended March 31, 2018.

Depreciation and Amortization Expense. Elgin and Tropicana contributed ~~$2.2~~$24.4 million of depreciation and amortization expense for the three months ended ~~September 30, 2018~~March 31, 2019 resulting in an increase of ~~22.8%~~83.2% over the same prior year period.

Excluding incremental Elgin and Tropicana depreciation and amortization expense, depreciation and amortization expense increased ~~15.2%~~10.8% 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~~

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 $262.8 million and Elgin contributed $21.7 million of incremental gaming revenues and pari-mutuel commissions for the nine months ended September 30, 2018 resulting in an increase 36.9% compared to the same prior year period.

Excluding incremental Isle and Elgin gaming revenues and pari-mutuel commissions, gaming revenues and pari-mutuel commissions remained flat for the nine months ended 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 for the nine months ended 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.~~

~~Gaming Expenses and Pari-Mutuel Commissions~~. Isle contributed $116.1 million and Elgin contributed $10.6 million of incremental gaming expenses and pari-mutuel commissions for the nine months ended September 30, 2018 resulting in an increase of 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 decreased 1.5% for the nine months ended September 30, 2018 compared to the same prior year period despite 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 September 30, 2018 compared to the same prior year period.

~~Non-gaming Expenses~~. Isle contributed $30.5 million and Elgin contributed $2.0 million of incremental non-gaming expenses for the nine months ended September 30, 2018 resulting in an increase of 11.4% compared to the same prior year period.

Excluding incremental Isle and Elgin non-gaming expenses, non-gaming expenses decreased 6.7% for the nine months ended September 30, 2018 compared to the same prior year period across all segments. Despite non-gaming revenues remaining flat, decreases in non-gaming expenses were realized due to cost saving initiatives in food and beverage cost of sales, labor and other variable expenses.

~~Marketing and Promotions Expenses~~. Isle contributed $14.7 million and Elgin contributed $1.3 million of incremental marketing and promotions expense for the nine months ended September 30, 2018 resulting in an increase of 14.0% 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 and Elgin general and administrative expenses, consolidated general and administrative expenses decreased 2.8% for the nine months ended September 30, 2018~~March 31, 2019 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 nine 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 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 $23.3 million and Elgin contributed $2.2 of depreciation expense for the nine months ended September 30, 2018 resulting in an increase of 42.5% compared to the same prior year period.

Excluding incremental Isle depreciation and amortization expense, depreciation and amortization expense increased 5.8% for the nine months ended September 30, 2018 compared to the same prior year period mainly due 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 ~~September 30,~~March 31, 2019 and 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-based compensation, transaction expenses, severance expense, selling costs associated with the ~~Presque Isle Downs, Vicksburg, Lake Charles and Nemacolin~~disposition of properties, proceeds from terminated sales, ~~income related to the termination of the Vicksburg sale,~~preopening expenses, business interruption insurance proceeds, real estate tax settlements, other than temporary impairments on investments, impairment charges, equity in income (loss) of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment, (gain) loss associated with the sales of Presque Isle Downs and Nemacolin and other non-cash regulatory gaming assessments. Adjusted EBITDA also excludes the expense associated with our Master Lease with GLPI as the transaction was accounted for as a financing obligation. 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, payments under our Master Lease 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 ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ in addition to reconciling Adjusted EBITDA to operating income (loss) in accordance with US GAAP (unaudited, in thousands):

	Three Months Ended September 30, 2018															Three Months Ended March 31, 2019
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾			Adjusted EBITDA			Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾			Adjusted EBITDA
Excluding Pre-Acquisition:
Including Divestitures:
West	$	31,894		$	9,475	$	—	$	—	$	65		$	41,434		$	10,801		$	13,143	$	—	$	—	$	99		$	24,043
Midwest		26,637			8,605		15		—		21			35,278			27,833			8,421		15		—		55			36,324
South		16,176			9,704		9		—		126			26,015			27,515			11,015		9		—		132			38,671
East		23,637			4,486		2		—		3,989			32,114			27,161			12,149		7		—		187			39,504
Central		2,868			2,215		—		—		767			5,850			27,070			11,210		—		—		43			38,323
Corporate and Other		(9,443	)		1,275		2,468		4,091		(4,992	)		(6,601	)		3,224			1,819		4,917		1,894		(22,067	)		(10,213	)
Total Excluding Pre-Acquisition	$	91,769		$	35,760	$	2,494	$	4,091	$	(24	)	$	134,090
Total																$	123,604		$	57,757	$	4,948	$	1,894	$	(21,551	)	$	166,652

Pre-Acquisition (1):
Central		3,070			727		—		—		155			3,952
Total Pre-Acquisition	$	3,070		$	727	$	—	$	—	$	155		$	3,952
Divestitures:
East																$	(91	)	$	—	$	7	$	—	$	46		$	(38	)
Total Divestitures (1)																$	(91	)	$	—	$	7	$	—	$	46		$	(38	)

Including Pre-Acquisition:
Excluding Divestitures:
West	$	31,894		$	9,475	$	—	$	—	$	65		$	41,434		$	10,801		$	13,143	$	—	$	—	$	99		$	24,043
Midwest		26,637			8,605		15		—		21			35,278			27,833			8,421		15		—		55			36,324
South		16,176			9,704		9		—		126			26,015			27,515			11,015		9		—		132			38,671
East		23,637			4,486		2		—		3,989			32,114			27,252			12,149		—		—		141			39,542
Central		5,938			2,942		—		—		922			9,802			27,070			11,210		—		—		43			38,323
Corporate and Other		(9,443	)		1,275		2,468		4,091		(4,992	)		(6,601	)		3,224			1,819		4,917		1,894		(22,067	)		(10,213	)
Total Including Pre-Acquisition (2)	$	94,839		$	36,487	$	2,494	$	4,091	$	131		$	138,042
Total Excluding Divestitures (2)																$	123,695		$	57,757	$	4,941	$	1,894	$	(21,597	)	$	166,690

	Three 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:
																Three Months Ended March 31, 2018
																Operating Income��(Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁶⁾		Other ⁽⁸⁾			Adjusted EBITDA
Excluding Pre-Acquisition / Including Divestitures:
West	$	32,657		$	7,653	$	67	$	—	$	47		$	40,424		$	10,139		$	8,189	$	63	$	—	$	33		$	18,424
Midwest		24,264			7,995		67		—		139			32,465			26,676			7,645		44		—		150			34,515
South		13,682			6,055		46		—		855			20,638			13,359			8,531		25		—		10,302			32,217
East		21,215			6,732		5		—		83			28,035			19,131			6,049		5		—		995			26,180
Central		—			—		—		—		—			—			—			—		—		—		—			—
Corporate and Other		(10,326	)		687		1,207		2,094		—			(6,338	)		(15,111	)		1,120		3,542		2,548		109			(7,792	)
Total Excluding Pre-Acquisition	$	81,492		$	29,122	$	1,392	$	2,094	$	1,124		$	115,224
Total Excluding Pre-Acquisition / Including Divestitures:																$	54,194		$	31,534	$	3,679	$	2,548	$	11,589		$	103,544

Pre-Acquisition (3):
Central		5,588			1,742		—		—		—			7,330
Total Pre-Acquisition	$	5,588		$	1,742	$	—	$	—	$	—		$	7,330
Divestitures:
East																$	3,002		$	1,415	$	5	$	—	$	285		$	4,707
Total Divestitures (3)																$	3,002		$	1,415	$	5	$	—	$	285		$	4,707

Including Pre-Acquisition:
Pre-Acquisition:
West	$	32,657		$	7,653	$	67	$	—	$	47		$	40,424		$	4,674		$	3,084	$	—	$	—	$	8		$	7,766
Midwest		24,264			7,995		67		—		139			32,465			—			—		—		—		—			—
South		13,682			6,055		46		—		855			20,638			1,386			2,027		—		—		8			3,421
East		21,215			6,732		5		—		83			28,035			8,404			7,876		—		—		96			16,376
Central		5,588			1,742		—		—		—			7,330			27,006			8,105		—		—		20			35,131
Corporate and Other		(10,326	)		687		1,207		2,094		—			(6,338	)		(5,950	)		632		—		472		—			(4,846	)
Total Including Pre-Acquisition (4)	$	87,080		$	30,864	$	1,392	$	2,094	$	1,124		$	122,554
Total Pre-Acquisition (4)																$	35,520		$	21,724	$	—	$	472	$	132		$	57,848

Including Pre-Acquisition / Excluding Divestitures:

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

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.~~securities and proceeds from our recent disposition of Presque Isle Downs. As of March 31, 2019, we had $40.0 million outstanding and $447.7 million of available borrowing capacity, after consideration of $12.3 million in outstanding letters of credit, under our Revolving Credit Facility. We applied approximately $150.0 million of proceeds from the sale of Presque Isle Downs to temporarily repay amounts outstanding under the Revolving Credit Facility. Pursuant to the terms of the indentures governing the Company’s senior notes, the Company will be required to make an offer to purchase a portion of its outstanding senior notes with the excess proceeds from such sale unless it applies the net proceeds of such sale to either permanently repay outstanding indebtedness or make specified acquisitions or capital expenditures within 365 days of the sale of Presque Isle Downs.

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, taxes, servicing our outstanding indebtedness, rent payments under our Master Lease and continued costs associated with the Elgin and Tropicana acquisitions. During the remainder of ~~2018,~~2019, we plan to spend ~~$60.9~~approximately $161.6 million on capital expenditures ~~and are in the process of evaluating~~including capital ~~expenses~~expenditures 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, including interest on additional debt incurred in conjunction with the Elgin and Tropicana acquisitions. Our capital requirements have increased significantly following the consummation of the acquisitions of Tropicana and Elgin, including as a result of the ~~related~~ obligation to pay annual rent in an initial amount of approximately $87.6 million under the Master Lease with respect to certain of the Tropicana properties and the required payments under the Lumière Note. We also expect that our capital expenditures will increase significantly in connection with the acquisitions of Tropicana and Elgin and the related increase in the number of properties in our portfolio.

We funded the ~~$328.9~~$328.8 million of cash consideration for the Elgin Acquisition using cash from ongoing operations and borrowings under our revolving credit ~~facility and we~~facility. We funded the $246 million purchase of the real estate underlying Lumière ~~Place~~ with the proceeds of ~~a $246 million~~the Lumière ~~Note and~~Note. We funded the $640 million of consideration ~~payable by the Company~~ in the Tropicana Acquisition and the repayment of amounts outstanding under the Tropicana credit facility with our cash on hand and cash on hand at ~~the Company and~~ Tropicana, borrowings under ~~the Company’s~~our revolving credit facility and proceeds from ~~the Company’s~~our offering of $600 million of ~~6% Senior Notes~~6.0% senior notes due 2026. In addition, ~~the Company’s~~our borrowing capacity on ~~its~~our revolving credit facility increased from $300 million to $500 million effective substantially concurrently with the consummation of the Tropicana Acquisition on October 1, 2018 and we extended the maturity of the revolving credit facility to 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 ~~September 30,~~March 31, 2019, we had consolidated cash and cash equivalents of $216.9 million, excluding restricted cash. At March 31, 2018, we had consolidated cash and cash equivalents of ~~$164.1 million, excluding restricted cash. At September 30, 2017, we had consolidated cash and cash equivalents of $134.9~~$183.1 million, excluding restricted cash. This increase in cash was ~~primarily~~ due to cash flow generated from our operations ~~for~~and cash acquired in the ~~nine months ended September 30, 2018. We also had $604.1 million in escrow cash related to the issuance of the 6% Senior Notes due 2026 in conjunction with the~~Elgin and Tropicana ~~Acquisition that closed on October 1, 2018.~~acquisitions.

Operating Cash Flow. For the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, cash flows provided by operating activities totaled ~~$263.4~~$65.4 million compared to ~~$71.6~~$78.0 million for the same prior year period. The ~~increase~~decrease in operating cash was primarily due to cash ~~generated from operations during~~tax payments related to the ~~nine~~Tropicana transaction for the three months ended ~~September 30, 2018~~March 31, 2019 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~~provided by investing activities totaled ~~$395.1~~$129.5 million for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$1.4 billion~~$21.1 million used for investing activities in the same prior year period. Net cash ~~flows used in~~provided by investing activities infor the ~~nine~~three months ended ~~September 30, 2018 were~~March 31, 2019 was primarily due to ~~$306.3~~$177.1 million in net proceeds from the sales of Presque Isle Downs and Nemacolin. This increase was partially offset by cash used ~~in the Elgin Acquisition and $89.1~~totaling $38.4 million infor capital expenditures for various property enhancement and maintenance projects along with equipment purchases. Net cash flows used in investing activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 consisted primarily of ~~$1.3 billion~~$21.3 million 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.

Financing Cash Flow. Net cash ~~provided by~~used in financing activities for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 totaled ~~$763.7~~$209.8 million compared to ~~$1.4 billion~~$8.0 million for the same prior year period. The cash ~~provided by~~used in financing activities for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 was principally due to ~~$600.0 million of proceeds from the issuance of the 6% Senior Notes due 2026 and $180.0 million of~~ net ~~borrowings~~payments under the Revolving Credit Facility ~~related to~~partially funded by the ~~Elgin Acquisition.~~proceeds from the sales of Presque Isle Downs and Nemacolin. During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, cash ~~provided by~~used in financing activities consisted primarily of ~~$1.4 billion and $875.0~~$7.5 million ~~of proceeds from the issuance of the credit facility and 6% Senior Notes due 2025, respectively, partially offset by~~for payments of ~~$866.8 million on our credit facility in conjunction with our refinancing~~taxes related to net share settlements of ~~debt in May of 2017.~~equity awards.

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 Share Repurchase ~~Program~~Program.

~~In April~~ ~~2017,~~ T~~the~~he Company ~~entered into~~is party to a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 ~~(the~~(as amended, the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a ~~$300.0~~$500.0 million revolving credit facility (the “Revolving Credit Facility”). The Company’s obligations under the Revolving Credit Facility will mature on ~~April 17, 2022.~~October 1, 2023. 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 due 2025. 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 we were in compliance with all covenants under the Credit Facility.~~4.50%, respectively.

~~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 Company’s ability to:~~

On March 29, 2017, Eagle II 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.

Our Master Lease is accounted for as a financing obligation and totaled $962.5 million as of March 31, 2019. See Note 10 to our Consolidated Financial Statements for additional information about our Master Lease and related matters.

~~Other than~~ the ~~obligations associated with~~Credit Facility, the ~~issuance of the 6% Senior Notes due 2026,~~Master Lease and the Lumière ~~Loan and the Master Lease, there~~Loan.

There have been no material changes for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 to our contractual obligations as disclosed in our Annual Report on Form 10‑K for the year ended December 31, ~~2017.~~2018.

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 11 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~~2018 and “Part II, Item IA. Risk Factors” which is included in this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2018.~~March 31, 2019.

Our critical accounting policies disclosures are included in our Annual Report on Form 10‑K for the year ended December 31, ~~2017.~~2018. Except as described in ~~Notes~~Note 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.~~2018. 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.

We ~~are~~do not ~~party to~~currently have any off‑balance sheet arrangements.

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:

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:

In addition, the Tropicana Acquisition and the Elgin Acquisition, the dispositions of Presque Isle Downs and Nemacolin and our arrangement with William Hill create additional risks, uncertainties and other important factors, including but not limited to:

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.

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 ~~September 30, 2018,~~March 31, 2019, interest on borrowings under our Credit Facility was subject to fluctuation based on changes in short-term interest rates.

As of ~~September 30, 2018,~~March 31, 2019, our long‑term variable‑rate borrowings totaled $956.8 million under the Term Loan and ~~$180.0~~$40.0 under the Revolving Credit Facility, representing approximately ~~38%~~32% of our long‑term debt compared to ~~44%~~43% of our long‑term debt as of ~~September 30, 2017.~~March 31, 2018. During the ~~nine~~three months ended ~~September 30, 2018,~~March 31, 2019, the weighted average interest rates on our variable and fixed rate debt were ~~4.30%~~4.86% and ~~6.28%~~6.54%, 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 ~~September 30, 2018.~~March 31, 2019.

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~~disclosure.

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 August 7, 2018 we completed the acquisition of ~~Elgin.~~Elgin and on October 1, 2018 we completed the acquisition of Tropicana. See Part I, Item 1, Condensed Notes to Unaudited Consolidated Financial Statements, Note 3:4: Acquisitions, Preliminary Purchase Price Accounting and ~~Proforma~~Pro Forma Information, for a discussion of the ~~acquisition~~acquisitions and related financial data. The Company is in the process of integrating Elgin and Tropicana into our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Excluding the Elgin ~~Acquisition,~~and Tropicana acquisitions, 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.

During the quarter ended March 31, 2019, we implemented controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new lease accounting standard on our financial statements to facilitate adoption of the standard on January 1, 2019. We have also integrated our lease administration software with our processes, systems and controls, to support our accounting for leases.

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.~~2018.

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.~~2018. There have been no material changes to those risk factors during the three months ended ~~September 30, 2018, except for the following additional risk factors related to certain acquisitions and dispositions.~~March 31, 2019.

~~Some of our casinos are located on leased 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, including five of the properties that we acquired in the Tropicana 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 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 requires initial annual rent payments of $87.62 million and obligates 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 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 are 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.

Certain of our leases, including the Master Lease relating to certain of the properties acquired in the Tropicana Acquisition are “triple-net” leases. Accordingly, in addition to rent, we are required to pay, among other things, the following: (1) lease payments to the underlying ground lessor for properties that are subject to ground leases; (2) facility maintenance costs; (3) all insurance premiums for insurance with respect to the leased properties and the business conducted on the leased properties; (4) taxes levied on or with respect to the leased properties (other than taxes on the income of the lessor); and (5) all utilities and other services necessary or appropriate for the leased properties and the business conducted on the leased properties. We are 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 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.

The sale of Presque Isle Downs and Nemacolin 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.

Completion of the dispositions of Presque Isle Downs and Nemacolin and the closing of our agreement to partner with William Hill is conditioned upon the receipt of certain governmental approvals, including, without limitation, gaming regulatory. There can be no assurance that these approvals will be obtained and that the other conditions to completing the dispositions 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 dispositions or of imposing additional costs or limitations on us following completion of the transactions, any of which might have an adverse effect on us. The waiting period under the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended, has been terminated with respect to the Presque Isle Downs disposition and the William Hill transaction.

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

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

Our ability to realize the anticipated benefits of the acquisitions 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 the 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 acquisition 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 acquisitions 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. 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 acquisitions or other factors beyond our control. All of these factors could delay, decrease or eliminate the expected accretive effect of the acquisitions and cause resulting dilution to our earnings per share or to the price of our common stock.

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

As of September 30, 2018 and after giving effect to the acquisition of Tropicana and the Grand Victoria, we had approximately $3.2 billion of debt and an additional $87.6 million of other annual obligations relating to the Master Lease following the completion of such acquisitions. In addition, we had an additional $310.9 million of borrowing capacity under our revolving credit facility after 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. In addition, we may incur debt to finance 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 or for other purposes. As a result of the increased levels of outstanding indebtedness following the acquisition 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 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:

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.

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.

Large accelerated filer	☒		Accelerated filer	☐
Non‑accelerated filer	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.00001, par value	ERI	NASDAQ Stock Market

		Page
PART I. FINANCIAL INFORMATION		2
Item 1.	FINANCIAL STATEMENTS	2
	Consolidated Balance Sheets at ~~September 30, 2018~~March 31, 2019 (unaudited) and December 31, ~~2017~~2018	2
	Consolidated Statements of ~~Operations~~Income for the Three Months Ended March 31, 2019 and ~~Nine months Ended September 30,~~ 2018 ~~and 2017~~ (unaudited)	3
	Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three Months Ended March 31, 2019 and ~~Nine months Ended September 30,~~ 2018 ~~and 2017~~ (unaudited)	4
	Consolidated Statements of ~~Cash Flows~~Stockholders’ Equity for the ~~Nine months~~Three Months Ended ~~September 30,~~March 31, 2019 and 2018 ~~and 2017~~ (unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (unaudited)	6
	Condensed Notes to Unaudited Consolidated Financial Statements (unaudited)	67
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3538
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	56
Item 4.	CONTROLS AND PROCEDURES	56
PART II. OTHER INFORMATION		57
Item 1.	LEGAL PROCEEDINGS	57
Item 1A.	RISK FACTORS	57
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6057
Item 3.	DEFAULTS UPON SENIOR SECURITIES	6057
Item 4.	MINE SAFETY DISCLOSURES	6057
Item 5.	OTHER INFORMATION	6057
Item 6.	EXHIBITS	6158
SIGNATURES		6259

	March 31, 2019
Weighted Average Remaining Lease Term
Operating leases		34.6 years
Finance leases		34.5 years
Weighted Average Discount Rate
Operating leases(1)		7.1%
Finance leases		10.2%

	Three Months Ended
	March 31, 2019
Operating lease cost
Operating lease cost	$	7,456
Short-term and variable lease cost		1,975
Finance lease cost
Interest expense on lease liabilities		24,603
Amortization of ROU assets		2,511
Total lease cost	$	36,545

Leases	Classification on the Balance Sheet	March 31, 2019
Assets
Operating lease ROU assets	Other assets, net	$	282,363
Finance lease ROU assets	Property and equipment, net(1)	$	949,839
Liabilities
Current
Operating	Accrued other liabilities	$	20,232
Finance	Current portion of long-term debt	$	314
Noncurrent
Operating	Other long-term liabilities	$	266,898
Finance	Long-term financing obligation and debt	$	962,685

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	7,840
Operating cash flows for finance leases	$	21,934

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the three months ended March 31, 2019)	$	21,216		$	66,370
2020		24,331			89,227
2021		22,698			90,463
2022		21,754			91,745
2023		21,783			92,990
Thereafter		832,524			3,506,672
Total future minimum lease payments		944,306			3,937,467
Less: amount representing interest		(657,176	)		(3,394,568	)
Present value of future minimum lease payments		287,130			542,899
Less: current lease obligations		(20,232	)		(314	)
Plus: residual values - GLPI		—			420,100
Long-term lease obligations	$	266,898		$	962,685

	Three Months Ended September 30, 2017
	As Reported			ASC 606 Adjustments			Other Reclassifications⁽¹⁾			As Adjusted
Gross revenues	$	483,036		$	(39,651	)	$	29,493		$	472,878
Promotional allowances		(38,162	)		41,785			(3,623	)		—
Net revenues	$	444,874		$	2,134		$	25,870		$	472,878
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	)

	Outstanding Chip Liability					Player Loyalty Liability						Customer Deposits and Other Deferred Revenue
	2019			2018		2019			2018			2019		2018
Balance at January 1	$	8,930		$	4,743	$	17,639		$	11,752		$	27,588	$	5,487
Balance at March 31		8,775			5,071		17,285			10,823			175,915		6,642
Increase / (decrease)	$	(155	)	$	328	$	(354	)	$	(929	)	$	148,327	$	1,155

Purchase consideration calculation (dollars in thousands)
Cash consideration paid	$	640,000
Lumière Loan		246,000
Cash paid to retire Tropicana's long-term debt		35,000
ERI portion of taxes due		6,333
Purchase consideration	$	927,333

Current and other assets	$	183,292
Property and equipment		432,758
Property subject to the financing obligation		957,300
Goodwill		220,482
Intangible assets (i)		247,976
Other noncurrent assets		38,276
Total assets		2,080,084
Current liabilities		(168,856	)
Financing obligation to GLPI		(957,300	)
Noncurrent liabilities		(26,595	)
Total liabilities		(1,152,751	)
Net assets acquired	$	927,333

Purchase consideration calculation (dollars in thousands)
Cash consideration paid	$	327,500
Working capital and other adjustments		~~1,386~~1,304
Purchase consideration	$	~~328,886~~328,804

Cash and cash equivalents	$	~~22,612~~
~~Other current assets~~		~~2,237~~25,349
Property and equipment		~~60,812~~60,792
Goodwill		~~60,086~~59,774
Intangible assets (i)		205,296
Other noncurrent assets		915
Total assets		~~351,958~~352,126
Current liabilities		(~~21,322~~21,572	)
Noncurrent liabilities		(1,750	)
Total liabilities		(~~23,072~~23,322	)
Net assets acquired	$	~~328,886~~328,804

	~~Nine~~Three Months Ended
	~~September 30, 2017~~March 31, 2018
Net operating revenues	$	~~1,379,466~~658,006
Net income		~~84,134~~14,441

	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		—		$		—

				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

	Restricted Stock Units
	Units				Weighted- Average Grant Date Fair Value
					(in millions)
Unvested outstanding as of December 31, 2018		1,283,372		$		23.93
Granted (1)		352,869
Vested		(352,584	)
Unvested outstanding as of March 31, 2019		1,283,657		$		32.19

	Three Months Ended
	March 31, 2018
Net operating revenues	$	480,387
Net income		24,790

		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

2019 (excluding the three months ended March 31, 2019)	$	66,034
2020		89,168
2021		90,417
2022		91,691
2023		92,990
Thereafter		3,506,672
Total future payments		3,936,972
Less: amounts representing interest at 10.22%		(3,394,567	)
Plus: residual values		420,100
Financing obligation to GLPI	$	962,505

Year	Percentage
2021		104.500	%
2022		103.000	%
2023		101.500	%
2024 and thereafter		100.000	%

	September 30, 2018
Assets:	Level 1		Level 2		Total
Restricted cash and investments	$	7,600	$	3,928	$	11,528
Marketable securities		9,486		7,571		17,057
Escrow cash		604,100		—		604,100


	December 31, 2017
Assets:	Level 1		Level 2		Total
Restricted cash and investments	$	9,055	$	4,098	$	13,153
Marketable securities		7,906		9,725		17,631

	Level 3 Investments			Level 3 Other Liabilities
Fair value of investment and liabilities at December 31, 2018	$	16,008		$	—
Value of additional investment received		27,329			(8,774	)
Change in other liabilities related to restricted investments		—			102
Unrealized loss in restricted investments		(1,562	)		—
Fair value at March 31, 2019	$	41,775		$	(8,672	)

Segment	Property	Date Acquired	State
West	Eldorado Reno	(a)	Nevada
	Silver Legacy	(a)	Nevada
	Circus Reno	(a)	Nevada
	MontBleu	October 1, 2018	Nevada
	Laughlin	October 1, 2018	Nevada
	Isle Black Hawk	May 1, 2017	Colorado
	Lady Luck Black Hawk	May 1, 2017	Colorado

Midwest	Waterloo	May 1, 2017	Iowa
	Bettendorf	May 1, 2017	Iowa
	Boonville	May 1, 2017	Missouri
	Cape Girardeau	May 1, 2017	Missouri
	Caruthersville	May 1, 2017	Missouri
	Kansas City	May 1, 2017	Missouri

South	Pompano	May 1, 2017	Florida
	Eldorado Shreveport	(a)	Louisiana
	Lake Charles	May 1, 2017	Louisiana
	Baton Rouge	October 1, 2018	Louisiana
	Lula	May 1, 2017	Mississippi
	Vicksburg	May 1, 2017	Mississippi
	Greenville	October 1, 2018	Mississippi

East	Presque Isle Downs	(a) (b)	Pennsylvania
	Nemacolin	5/1/2017 (b)	Pennsylvania
	Scioto Downs	(a)	Ohio
	Mountaineer	(a)	West Virginia
	Trop AC	October 1, 2018	New Jersey

Central	Elgin	August 7, 2018	Illinois
	Lumière	October 1, 2018	Missouri
	Evansville	October 1, 2018	Indiana

West	$	14,813		$	11,273	$	63	$	—	$	41	$	26,190
Midwest		26,676			7,645		44		—		150		34,515
South		14,745			10,558		25		—		10,310		35,638
East		24,533			12,510		—		—		806		37,849
Central		27,006			8,105		—		—		20		35,131
Corporate and Other		(21,061	)		1,752		3,542		3,020		109		(12,638	)
Total Including Pre-Acquisition / Excluding Divestitures (5)	$	86,712		$	51,843	$	3,674	$	3,020	$	11,436	$	156,685

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~~10.1*	~~Interest Purchase~~Executive Employment 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~~February 1, 2019, by and between Eldorado Resorts, Inc. and Bret Yunker.	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~~February 5, 2019.

10.2	~~Amendment~~ Agreement ~~No. 3,~~ dated ~~October 1, 2018,~~April 9, 2019 by and between ~~Eldorado Resorts,~~Mountaineer Park, 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~~Mountaineer Park Horsemen’s Benevolent and ~~Restated Employment Agreement, dated September 28, 2018, by and between Thomas Reeg and Eldorado Resorts,~~Protective Association, 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~~31.1	Certification of Thomas R. Reeg pursuant to Rule 13a‑14a and Rule 15d‑14(a)	Filed herewith.

31.2	Certification of Bret Yunker pursuant to Rule 13a‑14a and Rule 15d‑14(a)	Filed herewith.

32.1	Certification of ~~Gary L. Carano~~Thomas R. Reeg in accordance with 18 U.S.C. Section 1350	Filed herewith.

32.2	Certification of ~~Thomas R. Reeg~~Bret Yunker 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.

*	Management contract or compensatory plan or arrangement in which one or more executive officers or directors participates.

		ELDORADO RESORTS, INC.

Date: ~~November 8, 2018~~		~~/s/~~ ~~Gary L. Carano~~
		~~Gary L. Carano~~
		~~Chief Executive Officer and Chairman of the Board~~

~~Date: November 8, 2018~~May 7, 2019		/s/ Thomas R. Reeg
		Thomas R. Reeg
		~~President and~~ Chief ~~Financial~~Executive Officer (Principal Executive Officer)
		~~(Principal~~
Date: May 7, 2019		/s/ Bret Yunker
		Bret Yunker
		Chief Financial Officer (Principal Financial Officer)