(Former name, former address and former fiscal year, if changed since last report)

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 4, 2019~~May 6, 2020 was ~~77,769,501.~~77,816,973.

	September 30,				December 31,			March 31,				December 31,
	2019				2018			2020				2019
		(unaudited)							(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$		208,831		$	230,752		$		671,747		$	206,317
Restricted cash and investments			22,242			24,892				7,613			3,507
Marketable securities			20,433			16,957				31,385			34,634
Accounts receivable, net			48,150			60,169				43,693			53,899
Due from affiliates			2,823			327				696			3,806
Inventories			17,684			20,595				17,070			18,379
Income taxes receivable			—			15,731
Prepaid expenses			37,429			48,002				27,741			30,966
Assets held for sale			605,947			155,771				442,461			253,135
Total current assets			963,539			573,196				1,242,406			604,643
Investment in and advances to unconsolidated affiliates			129,796			1,892				135,898			135,828
Property and equipment, net			2,635,111			2,882,606				2,455,332			2,614,524
Gaming licenses and other intangibles, net			1,118,855			1,362,006				1,063,169			1,111,398
Goodwill			909,717			1,008,316				810,187			909,717
Right-of-use assets			245,344			—				129,889			188,219
Other assets, net			78,879			83,446				54,291			76,224
Total assets	$		6,081,241		$	5,911,462		$		5,891,172		$	5,640,553
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$		238		$	462		$		246,109		$	246,175
Accounts payable			50,024			58,524				46,514			61,951
Accrued property, gaming and other taxes			54,628			51,931				29,891			43,050
Accrued payroll and related			72,999			87,332				65,246			62,337
Accrued interest			34,637			42,780				35,462			36,480
Income taxes payable			15,425			47,475				44,727			23,898
Short-term lease obligation			21,963			—				14,157			19,991
Accrued other liabilities			108,999			102,982				157,230			157,079
Liabilities related to assets held for sale			56,058			10,691				131,672			37,485
Total current liabilities			414,971			402,177				771,008			688,446
Long-term financing obligation to GLPI			967,982			959,835				973,122			970,519
Long-term debt, less current portion			2,950,955			3,261,273				2,780,691			2,324,541
Deferred income taxes			224,877			200,010				158,134			197,266
Long-term lease obligation			229,297			—				99,449			176,932
Other long-term liabilities			166,381			59,014				168,559			165,592
Total liabilities			4,954,463			4,882,309				4,950,963			4,523,296
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)
STOCKHOLDERS' EQUITY:
Common stock, 200,000,000 shares authorized, 77,545,678 and 77,215,066 issued and outstanding, net of treasury shares, par value $0.00001 as of September 30, 2019 and December 31, 2018, respectively			1			1
Common stock, 200,000,000 shares authorized, 77,802,894 and 77,569,117 issued and outstanding, net of treasury shares, par value $0.00001 as of March 31, 2020 and December 31, 2019, respectively										1			1
Paid-in capital			756,225			748,076				758,137			759,547
Retained earnings			379,682			290,206				190,825			366,463
Treasury stock at cost, 223,823 shares held at September 30, 2019 and December 31, 2018			(9,131	)		(9,131	)
Treasury stock at cost, 223,823 shares held at March 31, 2020 and December 31, 2019										(9,131	)		(9,131	)
Accumulated other comprehensive income			1			1				377			377
Total stockholders’ equity			1,126,778			1,029,153				940,209			1,117,257
Total liabilities and stockholders’ equity	$		6,081,241		$	5,911,462		$		5,891,172		$	5,640,553

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,
	2019			2018			2019			2018			2020			2019
REVENUES:
Casino and pari-mutuel commissions	$	458,000		$	368,169		$	1,385,848		$	1,060,417		$	339,749		$	470,686
Food and beverage		78,435			58,153			229,072			164,644			56,246			75,281
Hotel		94,318			44,780			237,493			114,447			48,376			64,784
Other		32,428			16,151			83,712			44,739			28,698			25,072
Net revenues		663,181			487,253			1,936,125			1,384,247			473,069			635,823
EXPENSES:
Casino and pari-mutuel commissions		202,555			180,062			616,101			519,558			159,156			210,306
Food and beverage		60,406			45,381			180,288			134,927			53,255			60,385
Hotel		27,315			13,977			76,101			40,178			22,268			23,650	��
Other		12,092			9,315			34,064			25,030			9,181			11,249
Marketing and promotions		33,292			23,122			97,673			66,255			24,953			32,301
General and administrative		122,767			75,599			360,086			223,546			91,675			119,888
Corporate		13,014			9,217			50,819			33,018			16,482			16,754
Impairment charges		—			3,787			958			13,602			160,758			958
Depreciation and amortization		52,592			35,760			166,882			99,204			50,433			57,757
Total operating expenses		524,033			396,220			1,582,972			1,155,318			588,161			533,248
(Loss) gain on sale or disposal of property and equipment		(284	)		(110	)		21,668			(393	)
Proceeds from terminated sales		—			5,000			—			5,000
Gain on sale or disposal of property and equipment														1,458			22,318
Transaction expenses		(12,442	)		(4,091	)		(21,628	)		(10,043	)		(9,294	)		(1,894	)
Loss from unconsolidated affiliates		(1,515	)		(63	)		(2,132	)		(116	)
Operating income		124,907			91,769			351,061			223,377
(Loss) income from unconsolidated affiliates														(252	)		605
Operating (loss) income														(123,180	)		123,604
OTHER EXPENSE:
Interest expense, net		(71,897	)		(34,085	)		(217,205	)		(96,579	)		(66,464	)		(73,510	)
Loss on early retirement of debt, net		(1,204	)		—			(1,204	)		(162	)
Unrealized gain on restricted investments		3,318			—			460			—
Loss on extinguishment of debt														(158	)		—
Unrealized loss on investments and marketable securities														(23,008	)		(1,460	)
Total other expense		(69,783	)		(34,085	)		(217,949	)		(96,741	)		(89,630	)		(74,970	)
Income before income taxes		55,124			57,684			133,112			126,636
Provision for income taxes		(18,069	)		(19,980	)		(38,892	)		(31,281	)
Net income	$	37,055		$	37,704		$	94,220		$	95,355
Net income per share of common stock:
(Loss) income before income taxes														(212,810	)		48,634
Benefit (provision) for income taxes														37,172			(10,405	)
Net (loss) income													$	(175,638	)	$	38,229
Net (loss) income per share of common stock:
Basic	$	0.48		$	0.49		$	1.21		$	1.23		$	(2.25	)	$	0.49
Diluted	$	0.47		$	0.48		$	1.20		$	1.22		$	(2.25	)	$	0.49
Weighted average basic shares outstanding		77,721,353			77,522,664			77,657,553			77,445,611			77,954,038			77,567,147
Weighted average diluted shares outstanding		78,449,747			78,283,588			78,588,517			78,208,040			77,954,038			78,589,110

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

	Common Stock													Treasury Stock								Common Stock													Treasury Stock
																						Shares			Amount		Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Shares		Amount			Total
Balance, December 31, 2019																							77,792,940		$	1	$	759,547		$	366,463		$	377		223,823	$	(9,131	)	$	1,117,257
Issuance of restricted stock units																							356,367			—		5,742			—			—		—		—			5,742
Net loss																							—			—		—			(175,638	)		—		—		—			(175,638	)
Shares withheld related to net share settlement of stock awards																							(122,590	)		—		(7,152	)		—			—		—		—			(7,152	)
Balance, March 31, 2020																							78,026,717		$	1	$	758,137		$	190,825		$	377		223,823	$	(9,131	)	$	940,209
	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			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	)		—			—		—			(4,744	)		—		—		—			(4,744	)
Issuance of restricted stock units		330,641			—		4,948			—			—		—		—			4,948			330,641			—		4,948			—			—		—		—			4,948
Net income		—			—		—			38,229			—		—		—			38,229			—			—		—			38,229			—		—		—			38,229
Shares withheld related to net share settlement of stock awards		(106,542	)		—		(4,322	)		—			—		—		—			(4,322	)		(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			77,662,988		$	1	$	748,702		$	323,691		$	1		223,823	$	(9,131	)	$	1,063,264
Issuance of restricted stock units		169,248			—		6,509			—			—		—		—			6,509
Net income		—			—		—			18,936			—		—		—			18,936
Shares withheld related to net share settlement of stock awards		(65,312	)		—		(3,190	)		—			—		—		—			(3,190	)
Balance, June 30, 2019		77,766,924		$	1	$	752,021		$	342,627		$	1		223,823	$	(9,131	)	$	1,085,519
Issuance of restricted stock units		3,377			—		4,266			—			—		—		—			4,266
Net income		—			—		—			37,055			—		—		—			37,055
Shares withheld related to net share settlement of stock awards		(800	)		—		(62	)		—			—		—		—			(62	)
Balance, September 30, 2019		77,769,501		$	1	$	756,225		$	379,682		$	1		223,823	$	(9,131	)	$	1,126,778

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
Issuance of restricted stock units		64,833			1		3,471			—			—		—		—			3,472
Net income		—			—		—			36,796			—		—		—			36,796
Exercise of stock options		50,336			—		—			—			—		—		—			—
Shares withheld related to net share settlement of stock awards		(19,674	)		—		(2,175	)		—			—		—		—			(2,175	)
Balance, June 30, 2018		77,336,610		$	1	$	744,020		$	252,622		$	79		—	$	—		$	996,722
Issuance of restricted stock units		61,535			—		2,495			—			—		—		—			2,495
Net income		—			—		—			37,704			—		—		—			37,704
Exercise of stock options		17,000			—		154			—			—		—		—			154
Shares withheld related to net share settlement of stock awards		(23,901	)		—		(924	)		—			—		—		—			(924	)
Balance, September 30, 2018		77,391,244		$	1	$	745,745		$	290,326		$	79		—	$	—		$	1,036,151

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

	Nine Months Ended						Three Months Ended
	September 30,						March 31,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	94,220		$	95,355
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(175,638	)	$	38,229
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		166,882			99,204			50,433			57,757
Amortization of deferred financing costs, discount and debt premium		13,861			3,753			4,187			4,547
Deferred revenue		(4,966	)		—			(1,889	)		(1,397	)
Unrealized gain on restricted investment		(460	)		—
Loss on early retirement of debt		1,204			162
Equity in loss (gain) of unconsolidated affiliates								252			(605	)
Loss on extinguishment of debt								158			—
Lease amortization		2,367			1,285			855			675
Unrealized loss on investments								23,008			1,460
Stock compensation expense		15,723			9,645			5,742			4,948
(Gain) loss on sale or disposal of property and equipment		(21,668	)		393
Gain on sale or disposal of property and equipment								(1,458	)		(22,318	)
Impairment charges		958			13,602			160,758			958
Provision for deferred income taxes		26,080			28,345
Loss from unconsolidated affiliates		2,132			116
(Benefit) provision for deferred income taxes								(39,130	)		5,224
Other		1,204			1,119			360			145
Change in operating assets and liabilities:
Accounts receivable		10,147			(441	)		8,603			(3,933	)
Prepaid expenses and other assets		5,489			1,602			589			14,331
Income taxes payable		(30,318	)		4,398			20,829			(26,398	)
Accounts payable and accrued other liabilities		(22,772	)		4,910			(27,135	)		(8,183	)
Net cash provided by operating activities		260,083			263,448			30,524			65,440
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net		(135,016	)		(89,082	)		(23,201	)		(38,360	)
Sale of restricted investments		4,962			—
Proceeds from sale of businesses, property and equipment, net of cash sold		169,361			920
Net cash used in business combinations		—			(306,274	)
Purchase of restricted investments								(82	)		(80	)
Deposits and proceeds from sale of businesses, property and equipment, net of cash sold								10,515			167,945
Investment in and loans to unconsolidated affiliates		(815	)		(698	)		(321	)		—
Net cash provided by (used in) investing activities		38,492			(395,134	)
Net cash (used in) provided by investing activities								(13,089	)		129,505
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of 6% Senior Notes due 2026		—			600,000
Payments under Revolving Credit Facility								—			(205,000	)
Borrowings under Revolving Credit Facility								465,000			—
Payments on Term Loan		(70,000	)		—			(10,000	)		—
Net (payments) borrowings under Revolving Credit Facility		(245,000	)		180,000
Debt issuance costs		(458	)		(5,401	)		—			(386	)
Taxes paid related to net share settlement of equity awards		(7,574	)		(10,601	)		(7,152	)		(4,322	)
Proceeds from exercise of stock options		—			154
Payments on other long-term payables		(372	)		(501	)		(109	)		(118	)
Net cash (used in) provided by financing activities		(323,404	)		763,651
Net cash provided by (used in) financing activities								447,739			(209,826	)

(Decrease) Increase in cash, cash equivalents and restricted cash		(24,829	)		631,965
Increase (decrease) in cash, cash equivalents and restricted cash								465,174			(14,881	)
Cash, cash equivalents and restricted cash, beginning of period		246,691			147,749			216,578			246,691
Cash, cash equivalents and restricted cash, end of period	$	221,862		$	779,714		$	681,752		$	231,810

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	$	208,831		$	164,086		$	671,747		$	216,883
Restricted cash		6,437			1,622			3,567			7,892
Restricted and escrow cash included in other noncurrent assets		6,594			614,006			6,438			7,035
Total cash, cash equivalents and restricted cash	$	221,862		$	779,714		$	681,752		$	231,810

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	213,719		$	86,964		$	63,527		$	62,885
Income taxes paid, net		43,053			3,953
Income taxes (refunded) paid, net								(16,141	)		38,898
NON-CASH FINANCING ACTIVITIES:
Payables for capital expenditures		11,292			11,190			15,957			10,676

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 is a geographically diversified gaming and hospitality company with 23 gaming facilities in 11 states as of March 31, 2020. The Company’s properties, which are located in Colorado, Florida, Illinois, Indiana, Iowa, Mississippi, Missouri, Louisiana, Nevada, New Jersey and Ohio, feature approximately 23,900 slot machines, video lottery terminals (“VLTs”) and e-tables, approximately 660 table games and approximately 11,300 hotel rooms. The Company’s primary source of revenue is generated by gaming operations, and the Company utilizes its hotels, restaurants, bars, entertainment, racing, sportsbook offerings, retail shops and other services to attract customers to its properties.

The Company was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, the Company partnered with MGM Resorts International to build Silver Legacy Resort Casino, the first mega-themed resort in Reno. In 2005, the Company acquired ~~Mountaineer, Presque Isle Downs and Scioto Downs~~its first property outside of Reno when it purchased a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, ~~pursuant to a merger~~the Company merged with MTR Gaming Group, Inc. ~~(“MTR Gaming”)~~ and acquired gaming and racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, itthe Company acquired Circus Circus Reno (“Circus Reno”) and the ~~interests~~50% membership interest in the Silver Legacy that ~~it did not own prior to such date.~~

was owned by MGM Resorts International. On May 1, 2017, the Company completed its acquisition of Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”) ~~pursuant~~, adding 13 gaming properties to ~~the Agreement and Plan of Merger dated as of September 19, 2016 (“Isle Merger”~~its portfolio (the “Isle Acquisition”) ~~with Isle. As a result of the Isle Merger, Isle became a wholly-owned subsidiary of ERI.~~

. On August 7, 2018, the Company ~~completed its acquisition of~~acquired 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, the Company completed its acquisition of Tropicana Entertainment, Inc. (“Tropicana”), ~~and added~~adding 7 properties to its portfolio (the “Tropicana Acquisition”).

On January 11, 2019 and March 8, 2019, respectively, the Company ~~closed on~~completed its sales of Presque Isle Downs & Casino (“~~Presque Isle Downs”~~Presque”) and Lady Luck Casino Nemacolin (“Nemacolin”), which are both located in Pennsylvania. On December 6, 2019, the Company completed its sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Isle Casino Cape Girardeau (“Cape Girardeau”) and Lady Luck Casino Caruthersville (“Caruthersville”). Mountaineer is located in West Virginia and Cape Girardeau and Caruthersville are located in Missouri.

On July 10, 2019, the Company entered into a definitive agreement to sell the equity interests of Rainbow Casino Vicksburg Partnership, L.P. and IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. (“Twin River”). The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to be consummated in the second quarter of 2020. See Note 4.

On January 13, 2020 and March 9, 2020, respectively, the Company entered into definitive purchase agreements to sell the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Shreveport and MontBleu, to Maverick Gaming LLC (“Maverick”). On April 24, 2020, the agreements with Maverick were terminated and the Company entered into a definitive purchase agreement with Twin River Worldwide Holdings, Inc. and certain of its affiliates for the sale of the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC for aggregate consideration of $155 million, subject to a working capital adjustment. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and further provides that the Company’s obligation to consummate the sale is subject to the closing of the Merger with Caesars and the buyer’s obligation to consummate the sale is subject to receipt of financing sufficient to enable it to pay the consideration due at closing. The transaction is expected to close in the first quarter of 2021.

The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of ~~September 30, 2019:~~March 31, 2020:

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. 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 and Tropicana acquisitions, the~~The Company’s principal operating activities ~~occurred~~occur in 45 geographic regions and reportable segments. ~~Following the Elgin and Tropicana acquisitions, a fifth segment, Central, was added.~~ The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate: West, Midwest, South, East, and Central. ~~(See~~See the table above for a listing of properties included in each ~~segment).~~segment.

The presentation of financial information herein for periods ~~prior to our acquisitions of Elgin and Tropicana and~~ after ~~our dispositions~~the Company’s sales of Presque ~~Isle Downs~~ and Nemacolin on January 11, 2019 and March 8, 2019, respectively, and the Company’s sales of Mountaineer, Cape Girardeau and Caruthersville on December 6, 2019 are not fully comparable ~~because~~to the ~~results of operations for Elgin and Tropicana are not included for~~ periods prior to August 7, 2018 and October 1, 2018, respectively. Additionally, the results of operations for Presque Isle Downs and Nemacolin are not included for periods after the sales date. The Company closed on its sales of Presque Isle Downs and Nemacolin in January 2019 and March 2019, respectively. (Seetheir respective sale dates. See Note ~~5).~~4.

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, ~~2018.~~2019.

In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and has since spread throughout much of the world, including the United States. All of the Company’s casino properties have been temporarily closed since March 18, 2020 due to orders issued by various state government agencies in connection with the COVID-19 pandemic. As a result of these closures, the COVID-19 pandemic has had an adverse effect on the Company’s business, financial condition and results of operations for the three months ended March 31, 2020. The Company continued to pay its full-time employees through April 10, 2020, including tips and tokes. Effective April 11, 2020, the Company furloughed approximately 90% of its employees, implemented salary reductions and committed to continue to provide benefits to its employees through June 30, 2020. As a result of these payroll changes combined with other cost saving measures, the Company’s daily operating expenses reduced significantly. In an effort to maintain liquidity and provide financial flexibility as the effects of COVID-19 continue to evolve and impact global financial markets, the Company borrowed $465 million under its revolving credit facility on March 16, 2020. The extent of the ongoing and future effects of the COVID-19 pandemic on the Company’s business and the casino resort industry generally is uncertain, but the Company expects that it will continue to have a significant impact on its business, results of operations and financial condition. The extent and duration of the impact of COVID-19 will ultimately depend on future developments, including but not limited to, the duration and severity of the outbreak, the length of time that the Company’s casinos remain closed, the Company’s ability to adapt to new operating procedures upon re-opening of its casinos, the impact on consumer demand and discretionary spending, the length of time it takes for demand to return and the Company’s ability to adjust its cost structures for the duration of the outbreak’s impact on its operations. Due to declines in recent performance and the expected impact on future cash flows as a result of COVID-19, the Company recognized impairment charges related to goodwill and trade names for the three months ended March 31, 2020. See Note 7 for details.

In ~~February~~June 2016 ~~(as amended through December~~(modified in November 2018), the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 codified as Accounting Standards Codification (“ASC”) 842, Leases, (“ASC 842”) which addresses the recognition and measurement of leases. Under the new guidance, for all leases, at the commencement date, lessees were required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease. The liability is measured on a discounted basis. Lessees also recognized a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to control the use of a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. The effective date was for annual and interim periods beginning after December 15, 2018. ASC 842 required a transition adoption election using either 1) a modified retrospective approach with periods prior to the adoption date being recast or 2) a prospective approach with a cumulative-effect adjustment recognized to the opening balance of retained earnings on the adoption date with prior periods continuing to be reported under prior lease accounting guidance.

The Company adopted ASC 842 on January 1, 2019 using the prospective approach, and therefore, comparative periods will continue to be reported under prior lease accounting guidance consistent with previously issued financial statements. The Company elected the package of practical expedients permitted under the 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. The Company 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. The Company has also elected to not adopt the hindsight practical expedient for determining lease terms.

The Company’s operating leases, in which the Company is the lessee, are recorded on the balance sheet as a ROU asset with a corresponding lease liability. The lease liability will be remeasured each reporting period with a corresponding change to the ROU asset. The adoption of this guidance did not have an impact on net income; however, upon adoption the Company 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). Adoption of this guidance did not have a material impact on the Company’s other financing leases.

~~In June 2016 (modified in November 2018), the FASB issued ASU~~ No 2016-13, Financial Instruments – Credit Losses related to the timing of recognizing impairment losses on financial assets. The new guidance lowers the 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~~is applicable to our evaluation of the ~~CRDA investments (see Note 8).~~Casino Reinvestment Development Authority (“CRDA”) investments. The guidance is effective for interim and annual periods beginning after December 15, 2019. Adoption of the guidance ~~requires~~required a modified-retrospective approach and a cumulative adjustment to retained earnings to the first reporting period that the update is effective. The Company ~~will adopt~~adopted the new guidance on January 1, 2020. ~~The Company is evaluating~~Adoption of this guidance did not have a material impact on the ~~qualitative and quantitative effects of the new guidance and currently does not expect a cumulative effect on its~~Company’s Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement ~~That~~that is a Service 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 iswas effective for annual and interim periods beginning after December 15, ~~2019, with early adoption allowed.~~2019. The Company ~~will adopt~~adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s 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 was effective for annual and interim periods beginning after December 15, 2019. The Company ~~is evaluating the qualitative and quantitative effects of~~adopted the new guidance ~~and currently does~~on January 1, 2020. Adoption of this guidance did not ~~believe it will~~ have a ~~significant~~material impact on ~~its~~the Company’s 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. The Company anticipates adopting this amendment during the first quarter of 2021, and currently does not expect it to have a significant impact on its Consolidated Financial Statements.

In ~~August 2018,~~December 2019, the FASB issued ASU ~~2018-13, Disclosure Framework-Changes to~~2019-12, Simplifying the ~~Disclosure Requirements~~Accounting for ~~Fair Value Measurement.~~Income Taxes. This amendment modifies ~~the disclosure requirements~~accounting guidelines for ~~fair value measurements~~income taxes and is effective for annual and interim periods beginning after December 15, ~~2019~~2020 with early adoption allowed. The Company will adopt the new guidance on January 1, ~~2020.~~2021. The Company is evaluating the qualitative and quantitative effect the new guidance will have on its 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 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 (b) the right to direct the use of the asset.

Finance and 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 not determinable in most of the Company’s leases, management uses the Company’s 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 the Company’s 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 with GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc. (“GLPI”), (see Note ~~10)~~9), the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~Leases recorded on the balance sheet consist of the following (in thousands):~~

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

~~Maturities of lease liabilities are summarized as follows (in thousands):~~In addition to the payments made for operating leases noted above, the Company paid $8.8 million and $11.8 million in short-term and variable leases for the three months ended March 31, 2020 and 2019, respectively.

The 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 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 a gross basis. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks.

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

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, food and beverage, merchandise and, in limited situations, cash. The incentives earned by customers under these programs are based on previous revenue transactions and represent separate performance obligations. Points earned, less estimated breakage, are recorded as a reduction of casino revenues at the standalone selling price of the points when earned based upon the retail value of the benefits, 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 offers discretionary coupons and other discretionary complimentaries to customers outside of the player loyalty program. The retail value of complimentary food, beverage, hotel rooms and other services provided to customers is recognized as a reduction to the revenues for the department which issued the complimentary and a credit to the revenue for the department redeemed. Complimentaries provided by third parties at the discretion and under the control of the Company is recorded as an expense when incurred.

The Company’s 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, including revenues associated with the Company’s interests in William Hill and The Stars Group Inc. (“TSG”)).~~service. A summary of net revenues disaggregated by type of revenue and reportable segment is presented below (amounts in thousands). Refer to Notes 1 and 1615 for additional information on the Company’s reportable segments.

	Three Months Ended September 30, 2019														Three Months Ended March 31, 2020
	West		Midwest		South		East		Central		Corporate and Other		Total		West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	62,081	$	84,249	$	87,331	$	129,244	$	95,095	$	—	$	458,000	$	44,977	$	53,313	$	79,652	$	79,931	$	81,876	$	—	$	339,749
Food and beverage		32,897		5,570		12,049		16,280		11,639		—		78,435		23,583		3,399		10,651		9,464		9,149		—		56,246
Hotel		41,352		4,240		6,647		33,039		9,040		—		94,318		21,845		2,544		4,934		13,560		5,493		—		48,376
Other		15,088		1,807		1,990		7,999		3,636		1,908		32,428		15,085		1,537		1,815		5,101		3,187		1,973		28,698
Net revenues	$	151,418	$	95,866	$	108,017	$	186,562	$	119,410	$	1,908	$	663,181	$	105,490	$	60,793	$	97,052	$	108,056	$	99,705	$	1,973	$	473,069

	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	$	86,153	$	113,075	$	21,698	$	—	$	368,169	$	53,406	$	85,169	$	109,350	$	124,951	$	97,810	$	—	$	470,686
Food and beverage		27,502		6,867		12,492		9,359		1,933		—		58,153		27,978		6,087		14,709		14,721		11,786		—		75,281
Hotel		31,583		4,720		6,169		2,308		—		—		44,780		27,508		3,622		6,337		19,997		7,320		—		64,784
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

	Nine Months Ended September 30, 2019
	West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	170,980	$	254,641	$	291,552	$	378,246	$	290,429	$	—	$	1,385,848
Food and beverage		90,084		17,553		39,815		45,960		35,660		—		229,072
Hotel		102,804		11,962		19,822		77,372		25,533		—		237,493
Other		33,373		5,734		6,480		21,671		11,053		5,401		83,712
Net revenues	$	397,241	$	289,890	$	357,669	$	523,249	$	362,675	$	5,401	$	1,936,125

	Nine Months Ended September 30, 2018
	West		Midwest		South		East		Central		Corporate and Other		Total
Casino	$	168,342	$	262,138	$	278,655	$	329,584	$	21,698	$	—	$	1,060,417
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

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 76) and ~~Note 8)~~The Stars Group (“TSG”). 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~~accrued other ~~liabilities”~~liabilities on the Company’s Consolidated Balance Sheets.

The following table summarizes the activity related to contract and contract-related liabilities (in thousands):

	Outstanding Chip Liability					Player Loyalty Liability						Customer Deposits and Other Deferred Revenue					Outstanding Chip Liability						Player Loyalty Liability						Customer Deposits and Other Deferred Revenue
	2019			2018		2019			2018			2019		2018			2020			2019			2020			2019			2020		2019
Balance at January 1	$	8,930		$	4,743	$	17,639		$	11,752		$	27,588	$	5,487		$	9,770		$	8,930		$	13,461		$	17,639		$	171,641	$	27,588
Balance at September 30		8,494			5,481		14,122			11,189			172,631		4,764
Balance at March 31																		7,166			8,775			12,336			17,285			172,027		175,915
Increase / (decrease)	$	(436	)	$	738	$	(3,517	)	$	(563	)	$	145,043	$	(723	)	$	(2,604	)	$	(155	)	$	(1,125	)	$	(354	)	$	386	$	148,327

The ~~September 30, 2019~~March 31, 2020 balances exclude liabilities related to assets held for sale recorded in 2020 and 2019 (see Note 5)4). The significant change in customer deposits and other deferred revenue during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 iswas primarily attributed to the initial recognition of the Company’s interests in William Hill, which is recorded in other long-term liabilities on the Consolidated Balance Sheets (see Note 7)6).

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. 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 with GLPI (the “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 totaled $0.8 million and $2.0 million for the three months ended September 30, 2019 and 2018, respectively, and $3.3 million and $5.5 million for the nine months ended September 30, 2019 and 2018, respectively.

~~The total purchase consideration for the Tropicana Acquisition was $927.3 million. The 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 work performed by third party valuation specialists. The following table summarizes the final allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed of Tropicana, with the excess recorded as goodwill as of September 30, 2019 (dollars in thousands):

During the three months ended September 30, 2019, the Company finalized its valuation procedures and adjusted the Tropicana preliminary purchase price accounting, as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2018, to their final values. The net impact of these changes was a $9.3 million decrease to goodwill. Changes included a $16.3 million increase to other noncurrent assets primarily related to certain long-term receivables offset by $7.0 million of other immaterial changes to liabilities.

~~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 under 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 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 were 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 September 30, 2019, Tropicana generated net revenues of $643.8 million and net income of $14.7 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 $0.1 million and $2.1 million for the three months ended September 30, 2019 and 2018, respectively and $0.1 million and $3.4 million for the nine months ended September 30, 2019 and 2018, respectively.

~~The total purchase consideration for the Elgin Acquisition was $328.8 million. The 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 work performed by third party valuation specialists. No changes were recorded during the nine months ended September 30, 2019. The following table summarizes the 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, 2019 (dollars in thousands):

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

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 under 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.

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, the Company’s historical experience has not indicated, nor does 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, the Company has concluded that the useful life of this license is indefinite.

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 primary assumptions in the valuation 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 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.

~~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 September 30, 2019, Elgin generated net revenues of $115.7 million and net income of $17.4 million.~~

The following unaudited pro forma information presents the results of operations of the Company for the nine months ended September 30, 2018, as if only the Tropicana 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 Tropicana prior to the Tropicana Acquisition with adjustments directly attributable to the Tropicana Acquisition.

The following unaudited pro forma information presents the results of operations of the Company for the nine months ended September 30, 2018, 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 July 10, 2019, the Company entered into a definitive agreement to sell the equity interests of ~~Rainbow Casino Vicksburg Partnership, L.P. and IOC-Kansas City, L.L.C.,~~ the entities that hold ~~Lady Luck Casino~~ Vicksburg and ~~Isle of Capri Casino~~ Kansas City to Twin River ~~Worldwide Holdings, Inc.~~ for approximately $230 million, subject to a working capital adjustment.

The definitive agreements provide that the consummation of the sales are subject to satisfaction of customary conditions, including receipt of required regulatory approvals.

On ~~June 17, 2019,~~January 13, 2020 and March 9, 2020, respectively, the Company entered into definitive purchase agreements to sell the ~~real property relating~~equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Shreveport and MontBleu, to ~~Mountaineer, Cape Girardeau,~~Maverick. On April 24, 2020, the purchase agreements with Maverick were terminated and ~~Caruthersville to VICI~~the Company entered into a definitive purchase agreement with Twin River and certain of its affiliates for the sale of the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties ~~Inc. (“VICI”)~~Tahoe, LLC for ~~approximately $278 million and, immediately following~~aggregate consideration of $155 million. The definitive agreement provides that the consummation of the sale ~~such real property, sell all~~is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and further provides that the Company’s obligation to consummate the sale is subject to the closing of the ~~outstanding equity interests of Mountaineer Park, Inc., IOC-Caruthersville, LLC~~Merger with Caesars and ~~IOC-Cape Girardeau, LLC~~the buyer’s obligation to ~~Century Casinos, Inc. for approximately $107 million,~~ consummate the sale is subject to ~~a customary working capital adjustment~~receipt of financing sufficient to enable it to pay the consideration due at closing.

~~The sales ofMountaineer, Cape Girardeau, Caruthersville,~~ Kansas City and Vicksburg met the requirements for presentation as assets held for sale under generally accepted accounting principles as of ~~September 30, 2019.~~December 31, 2019 and March 31, 2020. Eldorado Shreveport and MontBleu met the requirements for presentation as assets held for sale as of March 31, 2020. However, ~~they did not meet~~none of the pending divestitures met the requirements for presentation as discontinued operations and are included in income from continuing ~~operations.~~operations in the periods presented.

As a result of the agreement to sell MontBleu, an impairment charge totaling $45.6 million was recorded during the three months ended March 31, 2020 due to the carrying value exceeding the estimated net sales proceeds. The impairment charges resulted in a reduction to the carrying amounts of the right-of-use assets, property and equipment, goodwill and other intangibles totaling $17.8 million (see Note 7), $23.2 million and $4.6 million, respectively.

The assets and liabilities held for sale, accounted for at carrying value as it was lower than fair value, were as follows as of March 31, 2020 (in thousands):

The divestitures are subject to receipt of required regulatory approvals and other customary closing conditions. The divestitures are expected to close in early 2020 subject to satisfaction of closing conditions.

	March 31, 2020
	Shreveport		MontBleu			Kansas City		Vicksburg			Total
Assets:
Accounts receivable, net	$	1,760	$	882	$		361	$	174		$	3,177
Due from affiliates		—		157			—		(15	)		142
Inventories		1,016		596			43		129			1,784
Right-of-use assets		12,156		27,720			36,776		—			76,652
Prepaid expenses and other		956		1,222			334		4,186			6,698
Property and equipment, net		85,010		36,317			39,148		31,493			191,968
Goodwill		—		—			39,623		8,806			48,429
Other intangibles, net		20,574		—			90,329		2,708			113,611
Assets held for sale	$	121,472	$	66,894	$		206,614	$	47,481		$	442,461

Liabilities:
Accounts payable	$	596	$	659	$		147	$	91		$	1,493
Accrued payroll and related		2,381		1,248			723		421			4,773
Accrued property and other taxes		805		200			145		216			1,366
Short-term lease obligation		1,086		5,354			1,528		—			7,968
Long-term lease obligations		13,228		63,017			33,721		—			109,966
Accrued other liabilities		2,397		2,284			891		252			5,824
Other long-term liabilities		60		23			168		31			282
Liabilities related to assets held for sale	$	20,553	$	72,785	$		37,323	$	1,011		$	131,672

The assets and liabilities held for sale, accounted for at carrying value as it was lower than fair value, were as follows as of ~~September 30,~~December 31, 2019 (in thousands):

	September 30, 2019												December 31, 2019
	Mountaineer		Cape Girardeau		Caruthersville		Kansas City		Vicksburg		Total		Kansas City		Vicksburg		Total
Assets:
Accounts receivable, net	$	3,122	$	327	$	159	$	240	$	72	$	3,920	$	285	$	75	$	360
Due from affiliates		106		—		—		—		—		106
Inventories		1,058		716		233		46		131		2,184		52		119		171
Right-of-use assets		341		148		7		41,389		—		41,885		36,135		—		36,135
Prepaid expenses and other		14,583		294		148		273		4,210		19,508		216		4,168		4,384
Property and equipment, net		66,284		77,007		15,323		38,724		31,287		228,625		39,126		31,493		70,619
Goodwill		3,854		18,790		18,276		39,623		8,806		89,349		39,623		8,806		48,429
Other intangibles, net		44,400		27,788		55,145		90,329		2,708		220,370		90,329		2,708		93,037
Assets held for sale	$	133,748	$	125,070	$	89,291	$	210,624	$	47,214	$	605,947	$	205,766	$	47,369	$	253,135

Liabilities:
Accounts payable	$	409	$	495	$	252	$	206	$	169	$	1,531	$	307	$	188	$	495
Accrued payroll and related		1,131		531		250		435		234		2,581		567		327		894
Accrued property and other taxes		1,137		952		299		484		753		3,625		26		891		917
Short-term lease obligation		171		54		6		3,057		—		3,288		764		—		764
Long-term lease obligation		170		94		1		38,332		—		38,597		33,080		—		33,080
Accrued other liabilities		2,917		1,269		567		1,392		291		6,436		1,055		280		1,335
Liabilities related to assets held for sale	$	5,935	$	3,395	$	1,375	$	43,906	$	1,447	$	56,058	$	35,799	$	1,686	$	37,485

The following information presents the net ~~operating~~ revenues and net income (loss) for the Company’s properties that are held for sale (in thousands):

	Three Months ended September 30, 2019											Three Months ended March 31, 2020
	Mountaineer		Cape Girardeau		Caruthersville		Kansas City		Vicksburg			Shreveport		MontBleu			Kansas City		Vicksburg
Net operating revenues	$	32,658	$	14,097	$	8,821	$	15,278	$	5,006
Net revenues												$	22,550	$	8,617		$	13,748	$	4,530
Net income (loss)		3,205		2,165		1,317		2,672		(401	)		1,679		(42,164	)		3,214		(473	)

	Nine Months ended September 30, 2019
	Mountaineer		Cape Girardeau		Caruthersville		Kansas City		Vicksburg
Net operating revenues	$	95,530	$	43,839	$	26,399	$	47,677	$	15,573
Net income (loss)		7,242		5,857		5,004		7,701		(1,195	)

~~Churchill Downs Incorporated~~Mountaineer, Caruthersville and Cape Girardeau Divestitures

~~On February 28, 2018,~~The sales of Mountaineer, Caruthersville and Cape Girardeau were consummated on December 6, 2019. Mountaineer was previously reported in the ~~Company entered into definitive agreements~~East segment and Caruthersville and Cape Girardeau were previously reported in the Midwest segment.

Prior to ~~sell substantially all of~~ the ~~assets~~closing date, Mountaineer, Cape Girardeau and ~~liabilities of Presque Isle Downs and Vicksburg to Churchill Downs Incorporated (“CDI”). Under~~Caruthersville met the ~~terms of the agreements, CDI agreed to purchase Presque Isle Downs~~requirements for approximately $178.9 million and Vicksburg for approximately $50.6 million, in each case subject to a customary working capital adjustment. In conjunction with the classification of Vicksburg’s operationspresentation as assets held for ~~sale at June 30, 2018~~sale. However, they did not meet the requirements for presentation as ~~a result of~~discontinued operations. Mountaineer was reported in 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.~~East segment and Cape Girardeau and Caruthersville were reported in Midwest segment.

The definitive agreements provided that the divestitures were subject to receipt of required regulatory approvals, termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and other customary closing conditions, including, in the case of Presque Isle Downs, the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of the Company. On May 7, 2018, the Company and CDI each received a Request for Additional Information and Documentary Materials, often referred to as a “Second Request,” from the Federal Trade Commission in connection with its review of the Vicksburg acquisition.

On July 6, 2018, in consideration of the time and expense needed to reply to the Second Request, the Company and CDI entered into a termination agreement and release pursuant to which the parties agreed to terminate the asset purchase agreement with respect to Vicksburg and to enter into an asset purchase agreement pursuant to which CDI would acquire and assume the rights and obligations to operate Nemacolin (the “Vicksburg Termination Agreement”). The Vicksburg Termination Agreement also provided that CDI would pay the Company a $5.0 million termination fee upon execution of a definitive agreement with respect to the Nemacolin transaction, which was recorded as proceeds from terminated sale on the Consolidated Statements of Income. On August 10, 2018, the Company entered into a definitive agreement to sell substantially all of the assets and liabilities of Nemacolin to CDI. Under the terms of the agreement, CDI agreed to purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment. As a result of the agreement to sell Nemacolin, an impairment charge of $3.8 million was recorded in the third quarter of 2018 due to the carrying value offollowing information presents the net ~~property~~revenues and ~~equipment being sold exceeding~~net income of Mountaineer, Cape Girardeau and Caruthersville for the ~~estimated net sales proceeds.~~three months ended March 31, 2019 (in thousands):

The sale of Presque ~~Isle Downs~~ closed on January 11, 2019 resulting in a gain on sale of $22.1 million, net of final working capital adjustments, for the ~~nine~~three months ended ~~September 30,~~March 31, 2019. The sale of Nemacolin closed on March 8, 2019 resulting in a gain on sale of $0.1 million, net of final working capital adjustments, for the ~~nine~~three months ended ~~September 30,~~March 31, 2019.

~~Prior to the respective closing dates, the divestitures of~~ Presque and Nemacolin ~~and Presque Isle Downs,~~were both ~~of which were~~previously reported in the East ~~segment, met the requirements for presentation as assets held for sale under generally accepted accounting principles.~~ ~~However, they did not meet the requirements for presentation as discontinued operations.~~ ~~Due to the termination of the Vicksburg sale, Vicksburg was no longer presented as an asset held for sale as of December 31, 2018.~~

~~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):~~

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

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

In November 2018, the Company’s Board of Directors 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,~~in 2018. NaN shares were repurchased in 2019 or during the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020.

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 of ~~Income~~Operations totaled ~~$4.3~~$5.7 million and ~~$2.5~~$4.9 million during the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $15.7 million and $9.6 million during the nine months ended September 30, 2019 and 2018,~~ respectively. These amounts are included in corporate expenses and, in the case of certain property positions, general and administrative expenses in the Company’s Consolidated Statements of ~~Income. We~~Operations. The Company recognized an increase in income tax ~~expense~~benefit of ~~$21 thousand~~$2.8 million for the three months ended ~~September 30, 2019,~~March 31, 2020, related to stock-based compensation. WeThe Company recognized a reduction in income tax expense of ~~$0.4~~$2.6 million for the three months ended ~~September 30, 2018,~~March 31, 2019 for excess tax benefits related to stock-based compensation. We recognized a reduction in income tax expense of $1.3 million and $4.9 million during the nine months ended September 30, 2019 and 2018, respectively, for excess tax benefits related to stock-based compensation.

A summary of the restricted stock unit ~~(RSU)~~(“RSU”) activity for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is presented in the following table:

	Restricted Stock Units						Restricted Stock Units
	Units				Weighted- Average Grant Date Fair Value		Units				Weighted- Average Grant Date Fair Value
					(in millions)						(in millions)
Unvested outstanding as of December 31, 2018		1,283,372		$		23.93
Unvested outstanding as of December 31, 2019								1,246,641		$		35.56
Granted (1)		457,941				45.23		293,367				57.73
Vested		(520,183	)			18.69		(371,108	)			24.05
Forfeited		(19,453	)			23.79		(8,333	)			42.13
Unvested outstanding as of September 30, 2019		1,201,677		$		34.26
Unvested outstanding as of March 31, 2020								1,160,567		$		45.10

As of ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ the Company had ~~$22.6~~$34.2 million and ~~$11.8~~$28.6 million, respectively, of unrecognized compensation expense. The RSUs are expected to be recognized over a weighted-average period of ~~1.48~~1.9 years ~~and 1.15 years, respectively.~~for both periods.

There was no ~~ERI~~ stock option activity for the ~~nine~~three months ended ~~September 30, 2019.~~March 31, 2020. Outstanding options as of ~~September 30, 2019~~March 31, 2020 totaled 135,956, of which 125,331 options were exercisable.

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 cash contributions of $500,000 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 approximately 130 to 200 acres of land to the joint venture for the project. As of March 31, 2020 and December 31, 2019, we have contributed approximately 20 acres to the joint venture at a fair value of $6.6 million.

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 participates 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 September 30, 2019~~Operations. As of March 31, 2020 and December 31, ~~2018,~~2019, the Company’s investment in the joint venture ~~including contributions and capitalized professional costs totaled $1.1 million and $0.6 million, respectively,~~is 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 territories. 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. Additionally, the Company receives a profit share from the operations of betting and other gaming activities associated with the Company’s properties. “Skin” in the context of this agreement refers to ~~Eldorado’s~~the Company’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~~the Company or its subsidiaries. As of ~~September 30,~~March 31, 2020 and December 31, 2019, ~~based on the Company’s existing sportsbook operations with William Hill,~~ the Company’s receivable from William Hill totaled ~~$2.7~~$0.6 and $3.5 million, ~~including $0.1 million in assets held for sale, the remaining balance~~respectively, 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 ~~September 30,~~March 31, 2020 and December 31, 2019, the carrying value of the Company’s interest in William Hill US ~~was $127.5~~totaled $127.2 million and $127.1 million, respectively, and is recorded in investment in and advances to unconsolidated affiliates on the Consolidated Balance Sheets.

As of ~~September 30,~~March 31, 2020 and December 31, 2019, the fair value of the William Hill PLC shares totaled ~~$27.1~~$10.0 and $29.3 million, respectively, net of ana cumulative unrealized loss of ~~$0.2~~$17.4 million and a cumulative unrealized gain of $2.1 million, respectively, and included in other assets, net on the Consolidated Balance Sheets. The Company recorded unrealized losses totaling $19.3 million and $2.9 million during the three months ended March 31, 2020 and 2019, respectively.

The Company also recorded deferred revenue associated with the William Hill US and William Hill PLC shares and is recognizing revenue on a straight-line basis over the 25-year agreement term. The Company recognized revenue of $1.5 million and ~~$3.9~~$0.2 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, respectively. As of ~~September 30,~~March 31, 2020 and December 31, 2019, the balance of the William Hill deferred revenue totaled ~~$143.6~~$140.6 million and $142.1 million, respectively, and is recorded in other long-term liabilities on the Consolidated Balance Sheets.

	September 30,			December 31,				March 31,			December 31,
	2019			2018			Useful Life	2020			2019			Useful Life
Goodwill	$	909,717		$	1,008,316		Indefinite	$	810,187		$	909,717		Indefinite

Gaming licenses	$	893,271		$	1,090,682		Indefinite	$	872,158		$	893,302		Indefinite
Trade names		165,479			187,929		Indefinite		146,279			165,479		Indefinite
Player loyalty programs		97,035			105,005		3 - 4 years		97,935			100,694		3 - 4 years
Subtotal		1,155,785			1,383,616				1,116,372			1,159,475
Accumulated amortization player loyalty programs		(36,930	)		(21,610	)			(53,203	)		(48,077	)
Total gaming licenses and other intangible assets, net	$	1,118,855		$	1,362,006			$	1,063,169		$	1,111,398

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 indefinite useful lives.

Amortization expense with respect to player loyalty programs for the three months ended September 30, 2019 and 2018 totaled $7.6 million and $2.4 million, respectively, and $22.8 million and $5.1 million for the nine months ended September 30, 2019 and 2018, respectively, which is included in depreciation and amortization in the Consolidated Statements of Income. Such amortization expense is expected to be $7.7 million for the remainder of 2019 and $27.4 million, $21.2 million and $4.2 million for the years ended December 31, 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. InThe following table presents the change to goodwill for the three months ended March 31, 2020 (in thousands):

During the three months ended March 31, 2020, the Company recognized impairment charges related to goodwill and trade names totaling $99.5 million and $15.6 million, respectively, due to declines in recent performance and the expected impact on future cash flows as a result of COVID-19.

Additionally, in conjunction with the classification of ~~Vicksburg’s~~MontBleu’s operations as assets held for sale ~~at June 30, 2018~~as of March 31, 2020 (see Note 5)4) as a result of the announced sale, ~~to CDI,~~ an impairment charge totaling ~~$9.8~~$45.6 million was recorded due to the carrying value exceeding the ~~estimated net~~estimate sales proceeds. ~~The impairment reduced~~Impairment charges recorded by segment for the ~~value of goodwill~~three months ended March 31, 2020 (in thousands) were as follows:

Amortization expense with respect to player loyalty programs for the three months ended March 31, 2020 and 2019 totaled $7.5 million and $7.6 million, respectively, which is included in depreciation and amortization in the ~~South segment in 2018.~~

The September 30, 2019 balances exclude assets held for sale recorded in 2019 (see Note 5), as well as the assets associated with the Presque Isle Downs and Nemacolin divestitures, which accounts for the changes in goodwill and indefinite-lived intangible assets.

~~The Casino Reinvestment Development Authority (“CRDA”) bonds have various contractual maturities that range up~~Consolidated Statements of Operations. Such amortization expense is expected 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. The Company analyzes the CRDA bonds for recoverability on a quarterly basis based on management's historical collection experience and other information received from the CRDA. If indications exist that the CRDA bond is impaired, additional valuation allowances are recorded.

Non-operating real property consists principally of land and undeveloped properties for which the Company has designated as non-operating and has declared its intent to sell such assets. As a result of a pending sale offer for certain non-operating real property located in Pennsylvania, the Company recognized an impairment charge of $1.0be $20.6 million for the ~~nine months~~remainder of 2020 and $21.2 million and $4.2 million for the years ended ~~September 30, 2019. Non-operating land totaling $9.8 million associated with Mountaineer is included in assets held for sale as of September 30, 2019.~~December 31, 2021 and 2022, respectively.

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020. The CARES Act includes, among other things, refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the ~~approximately 20 acres on which Tropicana Evansville is situated is subject to a lease with~~net interest deduction limitations, and technical amendments regarding the ~~City~~income tax depreciation of Evansville, Indiana. Under the terms of the agreement, a pre-payment of lease rent of $25 million was due at the commencement of the construction project. The prepayments will be applied against future rentqualified improvement property placed 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. As of~~service after December 31, ~~2018, this prepaid rent was included in long-term prepaid rent. However, upon adoption~~2017. These amendments allow for retroactive accelerated income tax depreciation on certain of our leasehold improvement assets. The Company is currently assessing the ~~new lease accounting guidance the prepaid rent is now included with the Company’s ROU assets.~~

~~In September 2018, we entered into a 25-year agreement, which became effective January 2019, with William Hill pursuant to which we received 13.4 million ordinary shares~~financial impact of ~~William Hill PLC which carry certain time restrictions~~these technical amendments on when they can be sold. As of September 30, 2019, the fair value of the William Hill PLC shares totaled $27.1 million, net of an unrealized loss of $0.2 million, and is included in other assets, net on the Consolidated Balance Sheets.

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, 2020, the Company’s tax benefit was $37.2 million. For the three months ended March 31, 2019, the Company’s tax expense was ~~$18.1 million and $38.9 million,~~ ~~respectively,~~ ~~and for the three and nine months ended September 30, 2018, the Company’s tax expense was $20.0 million and $31.3 million, respective~~$10.4 million.~~ly.~~ For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020, the difference between the effective rate and the statutory rate is attributed primarily to goodwill impairments, true-up of certain state tax benefits, state and local income taxes and changes in the valuation allowance. For the three months ended March 31, 2019, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible expenses, excess tax benefits associated with stock compensation, state and local income taxes and changes in the valuation allowance. For the three and nine months ended September 30, 2018, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible expenses and state and local income taxes.

As of ~~September 30, 2019,~~March 31, 2020, there were 0 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.~~2008.

~~As of December 31, 2018, under~~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.~~accounting in conjunction with the acquisition of Tropicana in 2018. Upon adoption of ASC 842, ~~(see Note 2),~~ the Company re-evaluated the Master Lease and determined this existing failed sale-leaseback transaction ~~will~~would 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 10.2%. 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 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, 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.

The initial annual rent under the terms of the lease iswas approximately $87.6 ~~million.~~million and subject to annual escalations as referenced in the table below.

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 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 ~~September 30, 2019~~March 31, 2020 were as follows (in thousands):

2019 (excluding the nine months ended September 30, 2019)	$	22,214
2020		89,168
2020 (excluding the three months ended March 31, 2020)					66,953
2021		90,417			90,417
2022		91,691			91,691
2023		92,990			92,990
2024					94,315
Thereafter		3,506,672			3,412,357
Total future payments		3,893,152			3,848,723
Less: amounts representing interest at 10.2%		(3,345,270	)
Plus: residual values		420,100
Less: Amounts representing interest at 10.2%					(3,295,701	)
Plus: Residual values					420,100
Financing obligation to GLPI	$	967,982		$	973,122

Total cash payments and interest expense related to the Master Lease ~~were~~totaled $22.2 million and $24.8 million, respectively, for the three months ended March 31, 2020. Total cash payments and interest expense related to the Master Lease totaled $21.9 million and $24.6 million, respectively, for the three months ended ~~September 30, 2019, and $65.7 million and $73.8 million, respectively, for the nine months ended September 30,~~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.~~expenditures and a rent coverage ratio. As of ~~September 30, 2019,~~March 31, 2020, we were in compliance with all of the covenants under the Master Lease.

	September 30,			December 31,			March 31,			December 31,
	2019			2018			2020			2019
Term Loan	$	886,750		$	956,750		$	488,750		$	498,750
Less: Unamortized discount and debt issuance costs		(14,968	)		(18,426	)		(7,407	)		(7,982	)
Net		871,782			938,324			481,343			490,768
6% Senior Notes due 2026		600,000			600,000			600,000			600,000
Less: Unamortized debt issuance costs		(18,487	)		(19,630	)		(17,420	)		(17,958	)
Net		581,513			580,370			582,580			582,042
6% Senior Notes due 2025		875,000			875,000			875,000			875,000
Plus: Unamortized debt premium		21,049			23,491			19,368			20,214
Less: Unamortized debt issuance costs		(16,570	)		(18,405	)		(15,296	)		(15,939	)
Net		879,479			880,086			879,072			879,275
7% Senior Notes due 2023		375,000			375,000			375,000			375,000
Less: Unamortized discount and debt issuance costs		(5,239	)		(6,075	)		(4,642	)		(4,923	)
Net		369,761			368,925			370,358			370,077
Revolving Credit Facility		—			245,000			465,000			—
Lumière Loan		246,000			246,000			246,000			246,000
Long-term notes and other payables		2,658			3,030			2,447			2,554
Less: Current portion		(238	)		(462	)		(246,109	)		(246,175	)
Total long-term debt	$	2,950,955		$	3,261,273		$	2,780,691		$	2,324,541

Amortization of the debt issuance costs and the discount and/or premium associated with our indebtedness totaled ~~$1.9~~$1.6 million and ~~$1.2~~$1.9 million for the three months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018, respectively, and $5.7 million and $3.8 million for the nine months ended September 30, 2019 and 2018,~~ respectively. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense.

In accordance with ASC Topic 470-50, Debt Modifications and Extinguishments (“ASC 470-50”), the Company recognized a loss on the early retirement of debt totaling $0.2 million for the three months ended March 31, 2020 related to a pro-rated write off of deferred financing costs associated with permanent payments on our Term Loan. The Company did not incur a similar loss during the three months ended March 31, 2019.

Scheduled maturities of long‑term debt are ~~$0.1~~$246.0 million for the remainder of ~~2019, $246.2 million in~~ 2020, $0.2 million in 2021, $0.2 million in 2022, ~~$375.1~~$840.1 million in 2023, $0.2 million in 2024, and ~~$2.4~~$2.0 billion thereafter.

The Company 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 (as amended the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a $500.0 million revolving credit facility (the “Revolving Credit Facility”). The Company’s obligations under the Revolving Credit Facility will mature on 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, 2019,~~March 31, 2020, the Company had ~~$886.8~~$488.8 million outstanding on the Term Loan and 0$465.0 outstanding ~~balance~~ under the Revolving Credit Facility. During the three months ended March 31, 2020, the Company elected to draw down availability under the Revolving Credit Facility as a precautionary measure to enhance its liquidity and provide financial flexibility as the effects of COVID-19 continue to evolve and impact global financial markets. The Company had ~~$483.7~~$16.8 million of available borrowing capacity, after consideration of ~~$16.3~~$18.2 million in outstanding letters of credit under its Revolving Credit Facility, as of ~~September 30, 2019. The~~March 31, 2020.

In 2019, the Company ~~applied approximately~~utilized $360.0 million and $150.0 million of net proceeds from the sales of Mountaineer, Cape Girardeau and Caruthersville and the sale of Presque, ~~Isle Downs~~respectively, to repay a portion of 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 Company anticipates applying the proceeds of the Presque Isle Downs sale to permanently repay indebtedness and make qualifying capital expenditures prior to the anniversary of the sale.Term Loan.

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. As of ~~September 30, 2019,~~March 31, 2020, the weighted average interest rate on the Term Loan ~~was 4.31%.~~

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.

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 Term Loan and Revolving Credit Facility were 3.25% and ~~the Lumière Note (as defined in the 2026 Indenture)~~2.81%, 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 March 29, 2017, 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.respectively.

We borrowed $246 million from GLPI to fund the 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 was secured by a first priority mortgage on the Lumière real property that was released pursuant to its terms on 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, and (iii) 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, 2019, we were~~March 31, 2020, the Company was in compliance with all of the covenants under the 7% Senior Notes due 2023, 6% Senior Notes due 2025, 6% Senior Notes due 2026, the Credit Facility, ~~and~~ the Lumière ~~Loan.~~Loan and the Master Lease. However, the Company’s ability to remain in compliance with the quarterly maintenance covenants under its Credit Agreement and the Master Lease may be negatively impacted if the period of casino closures is prolonged or if the COVID-19 pandemic, measures implemented to curtail its spread or changes in the economy, discretionary spending and consumer confidence have a protracted negative effect on the Company’s business.

Failure to satisfy the quarterly maintenance covenants contained in the Credit Agreement and the Master Lease would require the Company to seek waivers or amendments of the maintenance covenants. There can be no assurance that the Company will be able to obtain required waivers or amendments, as such matters depend, in part, on factors outside of its control. If the Company fails to satisfy its quarterly maintenance covenants and is unable to obtain such waivers or amendments, its creditors could exercise remedies under the applicable documents governing such indebtedness, including acceleration of such indebtedness, and the lessor under the Master Lease could terminate the Master Lease. The acceleration of indebtedness outstanding under the Credit Agreement or the termination of the Master Lease as a result of failure to satisfy the covenants applicable to such obligations would give rise to an event of default under its outstanding senior notes entitling the holders thereof to accelerate the obligations thereunder.

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:

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 cash held in money market 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 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 ~~and Other Liabilities related to Restricted Investments~~: 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 include shares acquired in conjunction with the Company’s sports betting agreements that contain restrictions related to the ability to liquidate shares within a specified timeframe.

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

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

~~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 consideration of $0.4 million and $0.5 million is included in accrued other liabilities on the Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018, respectively.

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, 2019~~March 31, 2020 and December 31, ~~2018~~2019 (amounts in thousands):

	September 30, 2019								March 31, 2020
Assets:	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Restricted cash and investments	$	13,857	$	2,221	$	42,925	$	59,003	$	11,036	$	2,115	$	14,011	$	27,162
Marketable securities		12,665		7,768		—		20,433		24,301		7,084		—		31,385

Liabilities:
Other liabilities related to restricted investments		—		—		7,903		7,903

	December 31, 2018								December 31, 2019
Assets:	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Restricted cash and investments	$	19,481	$	4,467	$	16,008	$	39,956	$	11,276	$	2,050	$	29,283	$	42,609
Marketable securities		9,515		7,442		—		16,957		27,103		7,531		—		34,634

The change in restricted cash and investments valued using Level 3 inputs for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 is as follows:

There were 0 transfers between Level 1, Level 2 and Level 3 investments during the three months ended March 31, 2020.

In November 2018, wethe Company entered into a 20-year agreement with TSG pursuant to which weit agreed to provide TSG with options to obtain access to ~~our~~a second skin for online sports wagering and third skin for real money online gaming and poker, in each case with respect to ~~our~~the Company’s properties in the United States. Under the terms of the agreement, wethe Company will receive a revenue share from the operation of the applicable verticals by TSG under ~~our~~the Company’s licenses. Pursuant to the terms of the TSG agreement, wethe Company received 1.1 million TSG common shares, and an additional $5.0 million in TSG common shares became payable to usthe Company upon TSG’s exercise of its first ~~option, which~~option; all shares ~~we expect~~are subject to ~~receive in~~a one year restriction from the ~~fourth quarter of 2019. We~~date they are received. The Company may also receive additional TSG common shares in the future based on TSG net gaming revenue generated in ~~our~~its markets. ~~The initial 1.1 million TSG common shares are subject to a restriction on transfer~~As of March 31, 2020 and may not be sold until November 2019, and the TSG common shares that are payable to us in connection with TSG’s exercise of its first option may not be sold for a period of one year from the date such shares are issued.

~~At September 30,~~December 31, 2019, the fair value of ~~the Company’s~~unrestricted shares ofin TSG totaled ~~$15.8~~$11.0 million and $14.0 million, respectively, net of cumulative unrealized gains of $0.6 million and $3.7 million, respectively, and is included in marketable securities on the Consolidated Balance Sheet. In addition, as of March 31, 2020, the fair value of restricted shares in TSG totaled $4.0 million, net of cumulative unrealized losses of $0.6 million, and is included in restricted cash and investments on the Consolidated Balance ~~Sheets. Upon entry into the TSG agreement, the~~Sheet. The Company ~~also~~ recorded ~~deferred revenue associated with the shares received and recognized revenue~~unrealized losses of ~~$0.3 million and $1.0~~$3.4 million during the three ~~and nine~~ months ended ~~September 30, 2019, respectively. As~~March 31, 2020 and unrealized gains of ~~September 30, 2019,~~$1.4 million during the balance of the TSG deferred revenue totaled $17.7 million and is recorded in other long-term liabilities on the Consolidated Balance Sheets. As part of the agreement with William Hill (see Note 7), the Company is obligated to pay William Hill US 50% of the proceeds received from selling the TSG shares. At September 30, 2019, the estimated obligation was $7.9 million and is included in accrued other liabilities on the Consolidated Balance Sheets.three months ended March 31, 2019.

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

	September 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value		Amount		Value
Financial liabilities:
7% Senior Notes due 2023	$	369,761	$	392,813	$	368,925	$	385,312	$	370,358	$	327,656	$	370,077	$	390,938
6% Senior Notes due 2025		879,479		923,125		880,086		840,000		879,072		765,625		879,275		922,031
6% Senior Notes due 2026		581,513		660,000		580,370		567,000		582,580		552,000		582,042		662,250
Term Loan		871,783		884,533		938,324		916,088		481,343		422,769		490,768		498,127
Revolving Credit Facility		—		—		245,000		245,000		465,000		465,000		—		—
Lumière Loan		246,000		246,000		246,000		246,000		246,000		246,000		246,000		246,000
Other long-term debt		2,657		2,657		3,030		3,030		2,447		2,447		2,553		2,553

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, 2020 and 2019 ~~and 2018~~ (dollars in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 30,				September 30,				March 31,
	2019		2018		2019		2018		2020			2019
Net income available to common stockholders	$	37,055	$	37,704	$	94,220	$	95,355
Net (loss) income available to common stockholders									$	(175,638	)	$	38,229
Shares outstanding:
Weighted average shares outstanding – basic		77,721,353		77,522,664		77,657,553		77,445,611		77,954,038			77,567,147
Effect of dilutive securities:
Stock options		103,337		93,530		105,036		125,861		—			104,382
RSUs		625,057		667,394		825,928		636,568		—			917,581
Weighted average shares outstanding – diluted		78,449,747		78,283,588		78,588,517		78,208,040		77,954,038			78,589,110
Net income per common share attributable to common stockholders – basic:	$	0.48	$	0.49	$	1.21	$	1.23
Net income per common share attributable to common stockholders – diluted:	$	0.47	$	0.48	$	1.20	$	1.22
Net (loss) income per common share attributable to common stockholders – basic:									$	(2.25	)	$	0.49
Net (loss) income per common share attributable to common stockholders – diluted:									$	(2.25	)	$	0.49

The weighted average shares outstanding-diluted calculation above excludes 107,154 stock options and 623,999 RSUs for the three months ended March 31, 2020 as the inclusion of these shares would have an anti-dilutive effect.

We are parties to various legal and administrative proceedings, which have arisen in the normal course of its business. Estimated losses are accrued for these proceedings when the loss is probable and can be estimated. The current liability for the estimated losses associated with 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 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~~Such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings ~~may~~will not materially impact ~~the Company’s~~our consolidated financial condition or results of operations. ~~Further,~~While we maintain insurance coverage that we believe is adequate to mitigate the risks of such proceedings, no assurance can be given that the ~~Company’s~~amount or scope of existing insurance coverage will be sufficient to cover losses ~~if any,~~ arising from such ~~proceedings.~~matters.

In September and October of ~~November 6,~~ 2019, 8 putative class action lawsuits ~~have been~~were filed against the Company and/or Caesars in connection with the Merger. The Company ~~has been~~was named as a party in three of such actions:~~Stein~~ Cazer v. Caesars Entertainment Corp., et al, Civil Action No. ~~1:19-cv-01656, United States~~A-19-801900-C, Eighth Judicial District Court ~~for the District of Delaware~~Clark County, Nevada (9/5/13/2019), ~~Romaniuk~~Gershman v. Caesars Entertainment Corp., et al, Civil Action No 1:~~19-cv-17871,~~19-cv-01720-UNA, United States District Court for the District of ~~New Jersey~~Delaware (9/~~11/~~12/2019), and ~~Biasi~~Palkon v. Caesars Entertainment Corp., et al, Civil Action No. 1:~~19-cv-08547,~~19-cv-01679-UNA, United States District Court for the ~~Southern~~ District of ~~New York~~Delaware (9/~~13/~~9/2019). In general, ~~the~~those complaints ~~assert~~asserted claims under sections 14(a), 20(a) and Rule 14a-9 of the Securities Exchange Act of 1934 challenging the adequacy of certain disclosures in the joint proxy statement/prospectus filed in connection with the Merger. In addition, one of the complaints ~~in which the Company has not been named a party,~~ alleges state law breach of fiduciary duty claims against the Caesars directors. ~~The complaints seek, among other relief,~~In March 2020, the Company and Caesars reached an ~~injunction preventing consummation~~agreement with the plaintiffs in those actions to settle those claims in exchange for payment of certain fees to attorneys for the ~~Merger, damages~~plaintiffs. As a result of that settlement, in ~~the event that the Merger is consummated and attorneys’ fees.~~ ~~The Company intends to vigorously defend itself against these claims.~~March 2020, all eight suits were dismissed. These matters are now concluded.

On September 23, 2019, the Company and certain of its officers were named as defendants in a putative class action complaint filed in the United States District Court for the District of New Jersey and captioned as Elberts v. Eldorado Resorts, Inc., Case No. 2:19-cv-18230-SRC-CLW. The complaint ~~asserts~~asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated under the Securities Exchange Act of 1934. The complaint ~~alleges~~alleged that the Company made material misstatements and/or omissions during the period from March 1, 2019 through September 2, 2019. The allegations ~~relate~~related to disclosure concerning the subpoenas that certain of the Company’s directors and officers received from the SEC, which have been previously disclosed in the proxy statement/prospectus filed by the Company relating to the pending transaction with Caesars. The ~~complaint seeks unspecified damages~~SEC Investigation is ongoing. In March of 2020, the lead plaintiff decided not to pursue the claims any longer. As a result, this action was voluntarily dismissed by the lead plaintiff on ~~behalf of all persons and entities who purchased the Company’s securities during the period from~~ March ~~1, 2019 through September 2, 2019. The Company intends to vigorously defend itself against these claims.~~17, 2020. This matter is now concluded.

~~Agreements with Horsemen and Pari-mutuel Clerks~~. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia and Ohio require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. General

In addition, ~~in order to operate slot machines in West Virginia,~~ we are ~~required~~a party to ~~enter into written agreements regarding~~various legal and administrative proceedings, which have arisen in the ~~proceeds~~normal course of our business. Estimated losses are accrued for these proceedings when the ~~slot machines (a “proceeds agreement”)~~loss is probable and can be estimated. The current liability for the estimated losses associated with ~~a representative of a majority of the horse owners~~these proceedings is not material to our consolidated financial condition and ~~trainers and with a representative of a majority of the pari‑mutuel clerks. We~~those estimated losses are ~~required~~not expected to have a ~~proceeds agreement in effect~~material impact on ~~July 1~~our results 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. In Ohio, we must have an agreement with the representative of the horse owners. We currently have all the requisite agreements in place referenced in this sub section at Mountaineer and Scioto Downs. Certain agreements referenced above may be terminated upon written notice by either party.operations.

As of ~~September 30, 2019,~~March 31, 2020, Recreational Enterprises, Inc. (“REI”) owned approximately ~~14.4%~~11.1% of outstanding common stock of the Company. The directors of REI are the 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, including Gary L. Carano and 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 ~~and nine~~ months ended ~~September 30,~~March 31, 2020 and 2019, ~~and 2018,~~ there were 0 related party transactions between the Company and the Carano family other than compensation, including salary and equity incentives, and the 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 C. S. & Y. Associates (“CSY”) which is an entity partially owned by REI (the “CSY Lease”). The CSY Lease expires on June 30, 2057. Rent pursuant to the CSY Lease is $0.6 million annually and paid quarterly during the year. As of ~~September 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, there were 0 amounts due to or from ~~C.S. & Y. Associates.~~CSY. As a result of the impact of COVID-19 on Eldorado Reno’s revenues due to the closure of the casino in March 2020, an amendment was executed to defer rental payments for a portion of 2020, not to exceed three months, until 2021 and 2022.

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 and Tropicana acquisitions, the~~The Company’s principal operating activities ~~occurred~~occur in 45 geographic regions and reportable segments. ~~As referenced in Note 1, following the Elgin and Tropicana acquisitions a fifth segment, Central, 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. See Note 1 for a summary of these segments. Also see Notes 4 and 7 for a discussion of the impairment of intangibles and long-lived assets related to certain segments.

The following table sets forth, for the periods indicated, certain operating data for our 5 reportable segments.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2019			2018			2019			2018			2020			2019
	(in thousands)												(in thousands)
Revenues and expenses
West:
Net operating revenues	$	151,418		$	129,092		$	397,241		$	346,550
Net revenues													$	105,490		$	118,095
Depreciation and amortization		13,935			9,476			40,585			27,045			13,938			13,143
Operating income		35,358			31,894			66,772			63,898
Operating (loss) income														(97,457	)		10,801
Midwest:
Net operating revenues		95,866			99,834			289,890			301,235
Net revenues														60,793			96,787
Depreciation and amortization		4,515			8,605			20,650			24,654			4,522			8,421
Operating income		30,221			26,637			87,066			80,725
Operating (loss) income														(19,354	)		27,833
South:
Net operating revenues		108,017			106,569			357,669			341,612
Net revenues														97,052			132,714
Depreciation and amortization		9,000			9,703			29,865			26,343			7,120			11,015
Operating income		15,185			16,176			61,723			50,099
Operating (loss) income														(11,194	)		27,515
East:
Net operating revenues		186,562			127,722			523,249			370,576
Net revenues														108,056			166,233
Depreciation and amortization		11,630			4,486			36,019			15,253			11,241			12,149
Operating income		45,341			23,637			107,715			67,164			11,016			27,161
Central:
Net operating revenues		119,410			23,897			362,675			23,897
Net revenues														99,705			120,472
Depreciation and amortization		11,626			2,215			34,317			2,215			11,763			11,210
Operating income		25,793			2,868			80,896			2,868			18,114			27,070
Corporate:
Net operating revenues		1,908			139			5,401			377
Net revenues														1,973			1,522
Depreciation and amortization		1,886			1,275			5,446			3,694			1,849			1,819
Operating expense		(26,991	)		(9,443	)		(53,111	)		(41,377	)
Operating (loss) income														(24,305	)		3,224
Total Reportable Segments
Net operating revenues	$	663,181		$	487,253		$	1,936,125		$	1,384,247
Net revenues													$	473,069		$	635,823
Depreciation and amortization	$	52,592		$	35,760		$	166,882		$	99,204		$	50,433		$	57,757
Operating income	$	124,907		$	91,769		$	351,061		$	223,377
Operating (loss) income													$	(123,180	)	$	123,604
Reconciliations to consolidated net income:
Operating income	$	124,907		$	91,769		$	351,061		$	223,377
Unallocated income and expenses:
Operating (loss) income													$	(123,180	)	$	123,604
Unallocated (loss) income and expenses:
Interest expense, net		(71,897	)		(34,085	)		(217,205	)		(96,579	)		(66,464	)		(73,510	)
Loss on early retirement of debt, net		(1,204	)		—			(1,204	)		(162	)
Unrealized gain on restricted investments		3,318			—			460			—
Provision for income taxes		(18,069	)		(19,980	)		(38,892	)		(31,281	)
Net income	$	37,055		$	37,704		$	94,220		$	95,355
Loss on extinguishment of debt														(158	)		—
Unrealized loss on investments and marketable securities														(23,008	)		(1,460	)
Benefit (provision) for income taxes														37,172			(10,405	)
Net (loss) income													$	(175,638	)	$	38,229

As of September 30, 2019, following wholly-owned subsidiaries of the Company 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.; Isle of Capri Black Hawk, L.L.C.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C.; PPI, Inc.; Pompano Park 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; Elgin Riverboat Resort–Riverboat Casino; Elgin Holdings I LLC; Elgin Holdings II LLC, PPI Development Holdings LLC; 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, L.L.C.; Columbia Properties Tahoe, LLC; MB Development, LLC; Lighthouse Point, LLC; Tropicana Atlantic City Corp.; Tropicana St. Louis RE LLC, Tropicana Laughlin, LLC, ELDO FIT, LLC and CRS ANNEX, 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, 2019 is as follows:~~

Balance Sheet

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

(in thousands)

Current assets

$

78,612

$

864,016

$

20,911

$

—

$

963,539

Intercompany receivables

—

438,466

32,402

(470,868
)

—

Investment in and advances to
unconsolidated affiliates

127,480

2,316

—

—

129,796

Investments in subsidiaries

3,847,795

—

—

(3,847,795
)

—

Property and equipment, net

17,544

2,616,883

684

—

2,635,111

Other assets

72,945

2,299,720

15,868

(35,738
)

2,352,795

Total assets

$

4,144,376

$

6,221,401

$

69,865

$

(4,354,401
)

$

6,081,241

Current liabilities

$

75,851

$

321,286

$

17,834

$

—

$

414,971

Intercompany payables

445,868

—

25,000

(470,868
)

—

Long-term financing obligation to GLPI

—

967,982

—

—

967,982

Long-term debt, less current maturities

2,329,800

621,155

—

—

2,950,955

Deferred income tax liabilities

—

260,449

166

(35,738
)

224,877

Other liabilities

166,080

229,598

—

—

395,678

Stockholders’ equity

1,126,777

3,820,931

26,865

(3,847,795
)

1,126,778

Total liabilities and stockholders’
equity

$

4,144,376

$

6,221,401

$

69,865

$

(4,354,401
)

$

6,081,241

~~The consolidating condensed balance sheet as of December 31, 2018 is as follows:~~

Balance Sheet

Eldorado
Resorts, Inc.
(Parent Obligor)

Guarantor
Subsidiaries

Non-Guarantor
Subsidiaries

Consolidating
and Eliminating
Entries

Eldorado
Resorts, Inc.
Consolidated

(in thousands)

Current assets

$

48,268

$

497,309

$

27,619

$

—

$

573,196

Intercompany receivables

—

7,831

28,042

(35,873
)

—

Investment in and advances to
unconsolidated affiliates

—

1,892

—

—

1,892

Investments in subsidiaries

3,648,961

—

—

(3,648,961
)

—

Property and equipment, net

18,555

2,863,311

740

—

2,882,606

Other assets

35,072

2,423,807

26,674

(31,785
)

2,453,768

Total assets

$

3,750,856

$

5,794,150

$

83,075

$

(3,716,619
)

$

5,911,462

Current liabilities

$

48,579

$

328,319

$

25,279

$

—

$

402,177

Intercompany payables

10,873

—

25,000

(35,873
)

—

Long-term financing obligation to GLPI

—

959,835

—

—

959,835

Long-term debt, less current maturities

2,640,046

621,193

34

—

3,261,273

Deferred income tax liabilities

—

231,795

—

(31,785
)

200,010

Other liabilities

22,206

36,808

—

—

59,014

Stockholders’ equity

1,029,152

3,616,200

32,762

(3,648,961
)

1,029,153

Total liabilities and stockholders’
equity

$

3,750,856

$

5,794,150

$

83,075

$

(3,716,619
)

$

5,911,462

	Three Months Ended March 31,
	2020		2019
	(in thousands)
Capital Expenditures, Net
West	$	8,586	$	16,054
Midwest		1,636		4,123
South		3,780		3,764
East		5,597		10,574
Central		2,447		2,668
Corporate		1,155		1,177
Total	$	23,201	$	38,360

~~The consolidating condensed statement of operations for the three months ended September 30, 2019 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

$

—

457,852

$

148

$

—

$

458,000

Non-gaming

1,785

202,018

1,378

—

205,181

Net revenues

1,785

659,870

1,526

—

663,181

Operating expenses:

Gaming and pari-mutuel
   commissions

—

202,555

—

—

202,555

Non-gaming

—

99,813

—

—

99,813

Marketing and promotions

—

33,291

1

—

33,292

General and administrative

—

122,802

(35
)

—

122,767

Corporate

13,490

(541
)

65

—

13,014

Management fee

(6,401
)

6,401

—

—

—

Depreciation and amortization

1,311

51,225

56

—

52,592

Total operating expenses

8,400

515,546

87

—

524,033

Loss on sale or disposal of
   property and equipment

—

(284
)

—

—

(284
)
Transaction expenses

(12,442
)

—

—

—

(12,442
)
(Loss) income from unconsolidated
   affiliates

(1,552
)

37

—

—

(1,515
)
Operating (loss) income

(20,609
)

144,077

1,439

—

124,907

Other Expense:

Interest expense, net

(35,600
)

(35,948
)

(349
)

—

(71,897
)
Loss on early retirement of debt, net

(1,204
)

—

—

—

(1,204
)
Unrealized gain on restricted investments

3,318

—

—

—

3,318

Subsidiary income (loss)

71,256

—

—

(71,256
)

—

Income (loss) before income
   taxes

17,161

108,129

1,090

(71,256
)

55,124

Income tax benefit (provision)

19,894

(37,633
)

(330
)

—

(18,069
)
Net income (loss)

$

37,055

$

70,496

$

760

$

(71,256
)

$

37,055

~~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

Other Expense:

Interest expense, net

(27,582
)

(6,088
)

(415
)

—

(34,085
)
Subsidiary income (loss)

61,964

—

—

(61,964
)

—

Income (loss) before income
   taxes

32,850

89,250

(2,452
)

(61,964
)

57,684

Income tax benefit (provision)

4,854

(25,778
)

944

—

(19,980
)
Net income (loss)

$

37,704

$

63,472

$

(1,508
)

$

(61,964
)

$

37,704

~~The consolidating condensed statement of operations for the nine months ended September 30, 2019 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

$

—

$

1,381,231

$

4,617

$

—

$

1,385,848

Non-gaming

4,966

540,394

4,917

—

550,277

Net revenues

4,966

1,921,625

9,534

—

1,936,125

Operating expenses:

Gaming and pari-mutuel
   commissions

—

612,937

3,164

—

616,101

Non-gaming

—

290,053

400

—

290,453

Marketing and promotions

—

97,422

251

—

97,673

General and administrative

—

358,884

1,202

—

360,086

Corporate

50,352

166

301

—

50,819

Impairment charges

—

958

—

—

958

Management fee

(16,956
)

16,956

—

—

—

Depreciation and amortization

3,701

163,125

56

—

166,882

Total operating expenses

37,097

1,540,501

5,374

—

1,582,972

Gain on sale or disposal of
   property and equipment

409

21,193

66

—

21,668

Transaction expenses

(20,470
)

(913
)

(245
)

—

(21,628
)
(Loss) income from unconsolidated
   affiliates

(2,281
)

149

—

—

(2,132
)
Operating (loss) income

(54,473
)

401,553

3,981

—

351,061

Other Expense:

��

Interest expense, net

(108,617
)

(107,507
)

(1,081
)

—

(217,205
)
Loss on early retirement of debt, net

(1,204
)

—

—

—

(1,204
)
Unrealized gain on restricted investments

460

—

—

—

460

Subsidiary income (loss)

203,531

—

—

(203,531
)

—

Income (loss) before income
   taxes

39,697

294,046

2,900

(203,531
)

133,112

Income tax benefit (provision)

54,523

(92,515
)

(900
)

—

(38,892
)
Net income (loss)

$

94,220

$

201,531

$

2,000

$

(203,531
)

$

94,220

~~The consolidating condensed statement of operations for the nine 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

$

—

$

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

Other Expense:

Interest expense, net

(76,927
)

(18,293
)

(1,359
)

—

(96,579
)
Loss on early retirement of debt, net

(162
)

—

—

—

(162
)
Subsidiary income (loss)

166,040

—

—

(166,040
)

—

Income (loss) before income
   taxes

70,858

222,740

(922
)

(166,040
)

126,636

Income tax benefit (provision)

24,497

(56,519
)

741

—

(31,281
)
Net income (loss)

$

95,355

$

166,221

$

(181
)

$

(166,040
)

$

95,355

~~The consolidating condensed statement of cash flows for the nine months ended September 30, 2019 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

$

(83,572
)

$

342,979

$

676

$

—

$

260,083

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(3,510
)

(131,506
)

—

—

(135,016
)
Sale of restricted investments

—

—

4,962

—

4,962

Proceeds from sale of property and
   equipment, net of cash sold

33

171,398

(2,070
)

—

169,361

Investments in and loans to unconsolidated
   affiliates

(815
)

—

—

—

(815
)
Net cash (used in) provided by
   investing activities

(4,292
)

39,892

2,892

—

38,492

FINANCING ACTIVITIES:

Net proceeds from (payments to) related
   parties

434,993

(430,633
)

(4,360
)

—

—

Payments on Term Loan

(70,000
)

—

—

—

(70,000
)
Net payments under Revolving Credit Facility

(245,000
)

—

—

—

(245,000
)
Debt issuance costs

(458
)

—

—

—

(458
)
Taxes paid related to net share settlement
   of equity awards

(7,574
)

—

—

—

(7,574
)
Dividends received (paid)

—

7,900

(7,900
)

—

—

Payments on other long-term payables

(72
)

(36
)

(264
)

(372
)
Net cash provided by (used in)
   financing activities

111,889

(422,769
)

(12,524
)

—

(323,404
)
Increase (decrease) in cash, cash equivalents
   and restricted cash

24,025

(39,898
)

(8,956
)

—

(24,829
)
Cash, cash equivalents and restricted
   cash, beginning of period

12,844

222,672

11,175

—

246,691

Cash, cash equivalents and restricted
   cash, end of period

$

36,869

$

182,774

$

2,219

$

—

$

221,862

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED
   CONSOLIDATED BALANCE SHEETS:

Cash and cash equivalents

$

36,869

169,819

2,143

$

—

$

208,831

Restricted cash

—

6,361

76

—

6,437

Restricted and escrow cash included in other
   noncurrent assets

—

6,594

—

—

6,594

Total cash, cash equivalents and restricted
   cash

$

36,869

$

182,774

$

2,219

$

—

$

221,862

~~The consolidating condensed statement of cash flows for the nine 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)

Net cash (used in) provided by
   operating activities

$

(22,743
)

$

283,410

$

2,781

$

—

$

263,448

INVESTING ACTIVITIES:

Purchase of property and equipment, net

(2,620
)

(86,405
)

(57
)

—

(89,082
)
Proceeds from sale of property and
   equipment

—

920

—

—

920

Net cash (used in) provided by business
   combinations

(328,925
)

22,651

—

—

(306,274
)
Investment in and loans to unconsolidated
   affiliates

—

(698
)

—

—

(698
)
Net cash used in investing activities

(331,545
)

(63,532
)

(57
)

—

(395,134
)
FINANCING ACTIVITIES:

Net proceeds from (payments to) related
   parties

208,772

(214,023
)

5,251

—

—

Proceeds from issuance of New Term Loan

—

—

—

—

—

Proceeds from issuance of 6% Senior Notes
   due 2026

—

—

600,000

—

600,000

Net borrowings under Revolving Credit
   Facility

180,000

—

—

—

180,000

Debt issuance costs

(5,401
)

—

—

—

(5,401
)
Taxes paid related to net share settlement
   of equity awards

(10,601
)

—

—

—

(10,601
)
Proceeds from exercise of stock options

154

—

—

—

154

Payments on other long-term payables

(67
)

(217
)

(217
)

—

(501
)
Net cash provided by (used in)
   financing activities

372,857

(214,240
)

605,034

—

763,651

Increase in cash, cash equivalents and
   restricted cash

18,569

5,638

607,758

—

631,965

Cash, cash equivalents and restricted
   cash, beginning of period

13,837

118,483

15,429

—

147,749

Cash, cash equivalents and restricted
   cash, end of period

$

32,406

$

124,121

$

623,187

$

—

$

779,714

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO AMOUNTS REPORTED WITHIN THE CONDENSED
  CONSOLIDATED BALANCE SHEETS:

Cash and cash equivalents

$

31,688

$

122,451

$

9,947

$

—

$

164,086

Restricted cash

718

670

234

—

1,622

Restricted and escrow cash included in other
   noncurrent assets

—

1,000

613,006

—

614,006

Total cash, cash equivalents and restricted
   cash

$

32,406

$

124,121

$

623,187

$

—

$

779,714

On June 24, 2019, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”) with Caesars Entertainment Corporation (“Caesars”) pursuant to which a wholly-owned subsidiary of the Company will merge with and into Caesars, with Caesars surviving as a wholly-owned subsidiary of the Company (the “Merger”). Based on the terms and subject to the conditions set forth in the Merger Agreement, the aggregate consideration payable by the Company in respect of outstanding shares of common stock of Caesars will be (a) an amount of cash equal to (i) the sum of (A) $8.40 plus (B) ~~if applicable closing conditions set forth in the Merger Agreement are not satisfied by March 25, 2020,~~ an amount equal to $0.003333 for each day (provided that such amount will not be payable if the waiting period under the HSR Act has expired or been terminated but (to the extent required) the consents of the holders of Caesars’ 5.00% convertible senior notes due 2024 have not been obtained) from March 25, 2020 until the closing date of the Merger (such aggregate amount, the “Per Share Cash Merger Consideration”), multiplied by (ii) a number of shares of Caesars common stock equal to (A) 682,161,838 (which includes 8,271,660 shares being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which

shares are not entitled to vote) plus (B) the number of shares of Caesars common stock (the “Aggregate Caesars Share Amount”) issued after June 24, 2019 and prior to the effective time of the Merger pursuant to the exercise of certain equity awards issued under Caesars stock plans or conversion of Caesars’ outstanding convertible notes and (b) a number of shares of common stock of Eldorado equal to 0.0899 multiplied by the Aggregate Caesars Share Amount (such amount per share of Caesars common stock, the “Merger Consideration”). ~~Following~~Based on the number of shares of ERI and Caesars outstanding as of March 31, 2020, following the consummation of the Merger (assuming that all Caesars convertible notes are converted immediately following consummation of the Merger into ~~$8.40 in cash~~the Per Share Cash Merger Consideration and 0.0899 shares of common stock of Eldorado for each share of Caesars common stock into which such Caesars convertible notes were convertible immediately prior to the Merger), Eldorado and former Caesars stockholders will hold approximately ~~51%~~50.2% and ~~49%~~49.8%, respectively, of the combined company's outstanding shares of common stock.

The Merger Agreement contains customary representations and warranties by each of Caesars and Eldorado, and each party has agreed to customary covenants.

The Merger Agreement also contains termination rights for each of Caesars and Eldorado under certain circumstances. If the Merger Agreement is terminated in certain circumstances relating to changes in the recommendation of the board of directors of Caesars in favor of the Merger, entry by Caesars into an alternative transaction or in certain circumstances following the failure of Caesars stockholders to approve the Merger, Caesars will be required to pay Eldorado a termination fee of approximately $418.4 million. ~~If the~~The Merger Agreement provides that if it is terminated in certain circumstances relating to changes in the recommendation of the board of directors of Eldorado in favor of the issuance of shares of Eldorado common stock in the Merger or in certain circumstances following the failure of Eldorado stockholders to approve such issuance, then Eldorado will be required to pay Caesars a termination fee of approximately $154.9 million. ~~In addition,~~It also provides that each party will be obligated to reimburse the other party’s expenses for an amount not to exceed $50.0 million if the Merger Agreement is terminated because of the failure to obtain the required approval of such party’s stockholders (creditable against any termination fee that may subsequently be paid by such party). The Merger Agreement also provides that Eldorado will be obligated to pay a termination fee of approximately $836.8 million to Caesars if the Merger Agreement is terminated (i) due to a law or order relating to gaming or antitrust laws that prohibits or permanently enjoins the consummation of the transactions, (ii) because the required regulatory approvals were not obtained prior to June 24, 2020 (subject to extension to a date no later than December 24, 2020 pursuant to the Merger Agreement) or (iii) due to Eldorado willfully and materially breaching certain obligations with respect to the actions required to be taken by Eldorado to obtain required antitrust approvals.

Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others, (1) the expiration or termination of any applicable waiting period under the HSR Act, and receipt of required gaming approvals, (2) the absence of any governmental order or law prohibiting the consummation of the Merger, (3) adoption of the Merger Agreement by holders of a majority of the outstanding shares of Caesars common stock, (4) the approval of the issuance of shares of Eldorado common stock in the Merger, (5) the effectiveness of the registration statement for Eldorado common stock to be issued in the Merger and the authorization for listing of those shares on the Nasdaq Stock Market, (6) absence of a material adverse effect on the other party, (7) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (8) compliance of the other party with its respective covenants under the Merger Agreement in all material respects and (9) conversion or certain amendments of, or another mutually agreed arrangement with respect to, Caesars’ 5.00% convertible senior notes due 2024.Caesars’ stockholders adopted the Merger Agreement, and the Company’s stockholders approved the issues of shares of Eldorado common stock in the Merger, at separate special meetings of stockholders on November 15, 2019. In addition, on November 27, 2019, Caesars entered into certain amendments with respect to Caesars’ 5.00% convertible senior notes due 2024.

In connection with the execution of the Merger Agreement, on June 24, 2019, the Company entered into a debt financing commitment letter (the “Initial Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC (the “Initial Commitment Parties”). On July 19, 2019, the Company entered into an amended and restated commitment letter ~~(the~~(as amended, the “A&R Commitment Letter”) and related fee letters, which amended and restated the Initial Commitment Letter and related fee letters in ~~its~~their entirety to, among other things, add additional arrangers and lenders, including Bank of America, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Bank USA, SunTrust Bank, SunTrust Robinson Humphrey, Inc., U.S. Bank National Association, KeyBank National Association, KeyBanc Capital Markets Inc., Fifth Third Bank, and Citizens Bank, National Association (together with the Initial Commitment Parties, collectively, the “Commitment Parties”). Pursuant to the A&R Commitment Letter, the Commitment Parties committed to arrange and provide (i) the Company with: (w) a $1,000.0 million senior secured revolving credit facility, (x) a $3,000.0 million senior secured term loan B facility, (y) a ~~$3,600.0~~$3,250.0 million senior secured 364-day bridge facility and (z) a $1,800.0 million senior unsecured bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, with a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). The proceeds of the Debt Financing will be used (a) to pay all or a portion of the cash consideration payable in the Merger, (b) to refinance all of the Company’s existing syndicated bank credit facilities and outstanding senior notes, (c) to refinance certain of Caesars’ and its subsidiaries’ existing debt, (d) to pay transaction fees and expenses related to the Merger and related transactions and (e) for working capital and general corporate purposes. The availability of the borrowings under the Debt Financing is subject to the satisfaction of certain customary conditions including the substantially concurrent closing of the Merger.

On July 19, 2019, the Company entered into a commitment and engagement letter (as amended, the “Increase Commitment Letter”) and related fee letters to, if elected by the Company, increase the total size of the Debt Financing, including an increase to the senior secured term loan B facility to be arranged on a commercially reasonable efforts basis by the Commitment Parties in an amount to be agreed upon by the parties and an increase to the revolving credit facility by $830.0 million, the proceeds of which, if the Company elects to incur such financing, may be used to refinance certain existing indebtedness of Caesars Resort Collection, LLC and its subsidiaries and for working capital and general corporate purposes upon consummation of the Merger. The Increase Commitment Letter and a related engagement letter also contemplate the possibility of new senior secured and/or senior unsecured notes to be issued by the Company.

In connection with the execution of the Merger Agreement, on June 24, 2019, the Company entered into ~~a Master Transaction Agreement (the “MTA”)~~the MTA with VICI, ~~Properties L.P., a Delaware limited partnership (“VICI”),~~ pursuant to which, among other things, the Company has agreed, subject to the consummation of the Merger and the other applicable conditions set forth therein and in any related documents, (i) through one or more of its subsidiaries (after giving effect to the Merger) to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (or, under certain circumstances, if necessary, certain replacement properties specified in the MTA), (ii) through one or more of its subsidiaries (after giving effect to the Merger) to amend the CPLV Lease, the Non-CPLV Lease and the Joliet Lease (each as defined in the MTA) in accordance with the terms of the MTA and receive certain consideration from VICI or its affiliates in respect thereof, (iii) to provide a guaranty in respect of each of the CPLV Lease, the Non-CPLV Lease and the Joliet Lease in accordance with the terms of the MTA, (iv) to enter into (or cause its applicable subsidiaries (after giving effect to the Merger) to enter into) certain right of first refusal agreements and a put-call right agreement in accordance with the terms of the MTA and (v) to undertake certain related transactions in connection with or related to the foregoing. The Company expects to apply the proceeds of the VICI transactions to pay a portion of the cash consideration payable in the Merger and transaction expenses associated with the Merger and related transactions.

On September 26, 2019, the Company and VICI entered into definitive Purchase and Sale Agreements to effect the purchase and sale of Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City in connection with the transactions described in clause (i) of the preceding paragraph.

The Company expects that the Merger and related transactions will be consummated in ~~the first half of 2020.~~mid-2020.

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 with 2623 gaming facilities in 1211 states as of ~~September 30, 2019.~~March 31, 2020. Our properties, which are located in ~~Ohio,~~Colorado, Florida, Illinois, Indiana, Iowa, Mississippi, Missouri, Louisiana, Nevada, New Jersey ~~West Virginia, Colorado, Florida, Iowa, Mississippi, Illinois, Indiana~~ and ~~Missouri,~~Ohio, feature approximately ~~26,600~~23,900 slot machines, video lottery terminals (“VLTs”) and e-tables, approximately ~~750~~660 table games and approximately ~~11,800~~11,300 hotel rooms. Our primary source of revenue is generated by gaming operations, and we utilize our hotels, restaurants, bars, entertainment, racing, sportsbook offerings, retail shops and other services to attract customers to our properties. All of our casino properties have been temporarily closed since March 18, 2020 due to orders issued by various state government agencies as a result of the outbreak of a new strain of coronavirus (“COVID-19”) that was identified in January 2020. See “Recent Developments and Significant Factors Impacting Financial Results.”

We were founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, we partnered with MGM Resorts International to build Silver Legacy Resort Casino (“Silver Legacy”), the first mega-themed resort in Reno. In 2005, we acquired our first property outside of Reno when we 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 (“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 acquisition of Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding 13 gaming properties to our portfolio. On August 7, 2018, we acquired the Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino (“Elgin”) (the “Elgin Acquisition”). On October 1, 2018, we completed our acquisition of Tropicana Entertainment, Inc. (“Tropicana”), ~~and added~~adding seven properties to our portfolio (the “Tropicana Acquisition”).

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

~~The following table sets forth certain information regarding~~ On December 6, 2019 we closed our ~~properties (listed by segment~~sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Isle Casino Cape Girardeau (“Cape Girardeau”) and Lady Luck Casino Caruthersville (“Caruthersville”). Mountaineer is located in ~~which each property is reported) as of September 30, 2019:~~

~~Caesars Entertainment~~Cape Girardeau and Caruthersville are located in Missouri.

On June 24, 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”) with Caesars Entertainment Corporation (“Caesars”) pursuant to which a wholly-owned subsidiary of the Company will merge with and into Caesars, with Caesars surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with the execution of the Merger Agreement, the Company also entered into a Master Transaction Agreement (the “MTA”) with VICI Properties L.P., a Delaware limited partnership (“VICI”), pursuant to which, among other things, the Company has agreed to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA. Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including anti-trust and regulatory approvals. The Company expects that the Merger will be consummated in mid-2020.

On July 10, 2019, we entered into a definitive agreement to sell the equity interests of Rainbow Casino Vicksburg Partnership, L.P. and IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. (“Twin River”). The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to be consummated in the second quarter of 2020. See Note 4.

On January 13, 2020 and March 9, 2020, respectively, we entered into definitive purchase agreements to sell the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Shreveport and MontBleu, to Maverick Gaming LLC (“Maverick”). On April 24, 2020, the agreements with Maverick were terminated and we entered into a definitive purchase agreement with Twin River and certain of its affiliates for the sale of the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC for aggregate consideration of $155 million, subject to a working capital adjustment. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory

approvals, and further provides that our obligation to consummate the sale is subject to the closing of the Merger with Caesars and the buyer’s obligation to consummate the sale is subject to receipt of financing sufficient to enable it to pay the consideration due at closing. The transaction is expected to close in the first quarter of 2021.

We own 18 of our casinos and lease five casinos that are subject to a master lease with GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc. (“GLPI”), that we entered into in connection with the Tropicana Acquisition on October 1, 2018 (the “Master Lease”). See full description under “Master Lease”.

On June 24, 2019, we entered into the Merger Agreement with Caesars. On the terms and subject to the conditions set forth in the Merger Agreement, the aggregate consideration paid by the Company in respect of outstanding shares of common stock of Caesars will be (a) an amount of cash equal to (i) the sum of (A) $8.40 plus (B) ~~if the applicable closing conditions set forth in the Merger Agreement are not satisfied by March 25, 2020,~~ an amount equal to $0.003333 for each day (provided that such amount will not be payable if the waiting period under the HSR Act has expired or been terminated but (to the extent required) the consents of the holders of Caesars’ 5.00% convertible senior notes due 2024 have not been obtained) from March 25, 2020 until the closing date of the Merger (such aggregate amount, the “Per Share Cash Merger Consideration”), multiplied by (ii) a number of shares of Caesars common stock equal to (A) 682,161,838 (which includes 8,271,660 shares being held in escrow trust to satisfy unsecured claims pursuant to the Third Amended Joint Plan of Reorganization, filed with the U.S. Bankruptcy Court for the Northern District of Illinois in Chicago on January 13, 2017, at Docket No. 6318, which shares are not entitled to vote) plus (B) the number of shares of Caesars common stock (the “Aggregate Caesars Share Amount”) issued after June 24, 2019 and prior to the effective time of the Merger pursuant to the exercise of certain equity awards issued under Caesars stock plans or conversion of Caesars’ outstanding convertible notes and (b) a number of shares of ERI common stock equal to 0.0899 multiplied by the Aggregate Caesars Share Amount (such amount per share of Caesars common stock, the “Merger Consideration”). ~~Following~~Based on the number of shares of ERI and Caesars outstanding as of March 31, 2020, following the consummation of the Merger (assuming that all Caesars convertible notes are converted immediately following consummation of the Merger into ~~$8.40 in cash~~the Per Share Cash Merger Consideration and 0.0899 shares of common stock of Eldorado for each share of Caesars common stock into which such Caesars convertible notes were convertible immediately prior to the Merger), Eldorado stockholders and former Caesars stockholders will hold approximately ~~51%~~50.2% and ~~49%~~49.8%, respectively, of the combined company's outstanding shares of common stock.

The Merger Agreement contains customary representations and warranties by each of Caesars and Eldorado, and each party has agreed to customary covenants.

Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others, (1) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and receipt of required gaming approvals, (2) the absence of any governmental order or law prohibiting the consummation of the Merger, (3) adoption of the Merger Agreement by holders of a majority of the outstanding shares of Caesars common stock, (4) the approval of the issuance of shares of Eldorado common stock in the Merger, (5) the effectiveness of the registration statement for Eldorado common stock to be issued in the Merger and the authorization for listing of those shares on the Nasdaq Stock Market, (6) absence of a material adverse effect on the other party, (7) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (8) compliance of the other party with its respective covenants under the Merger Agreement in all material respects and (9) conversion or certain amendments of, or another mutually agreed arrangement with respect to, Caesars’ 5.00% convertible

senior notes due 2024. Caesars’ stockholders adopted the Merger Agreement, and the Company’s stockholders approved the issues of shares of Eldorado common stock in the Merger, at separate special meetings of stockholders on November 15, 2019. In addition, on November 27, 2019, Caesars entered into certain amendments with respect to Caesars’ 5.00% convertible senior notes due 2024.

In connection with execution of the Merger Agreement, on June 24, 2019, we entered into a debt financing commitment letter (the “Initial Commitment Letter”) and related fee letters with JPMorgan Chase Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC (the “Initial Commitment Parties”). On July 19, 2019, the Company entered into an amended and restated commitment letter ~~(the~~(as amended, the “A&R Commitment Letter”) and related fee letters, which amended and restated the Initial Commitment Letter and related fee letters in ~~its~~their entirety to, among other things, add additional arrangers and lenders, including Bank of America, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Goldman Sachs Bank

USA, SunTrust Bank, SunTrust Robinson Humphrey, Inc., U.S. Bank National Association, KeyBank National Association, KeyBanc Capital Markets Inc., Fifth Third Bank, and Citizens Bank, National Association (together with the Initial Commitment Parties, collectively, the “Commitment Parties”). Pursuant to the A&R Commitment Letter, the Commitment Parties committed to arrange and provide (i) the Company with: (w) a $1,000.0 million senior secured revolving credit facility, (x) a $3,000.0 million senior secured term loan B facility, (y) a ~~$3,600.0~~$3,250.0 million senior secured 364-day bridge facility and (z) a $1,800.0 million senior unsecured bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, with a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). The proceeds of the Debt Financing will be used (a) to pay all or a portion of the cash consideration payable in the Merger, (b) to refinance all of our existing syndicated bank credit facilities and outstanding senior notes, (c) to refinance certain of Caesars’ and its subsidiaries’ existing debt, (d) to pay transaction fees and expenses related to the Merger and related transactions and (e) for working capital and general corporate purposes. The availability of the borrowings under the Debt Financing is subject to the satisfaction of certain customary conditions including the substantially concurrent closing of the Merger.

In connection with the execution of the Merger Agreement, on June 24, 2019, we entered into ~~a Master Transaction Agreement (the “MTA”)~~the MTA with VICI, ~~Properties L.P., a Delaware limited partnership (“VICI”),~~ pursuant to which, among other things, we have agreed, subject to the consummation of the Merger and the other applicable conditions set forth therein and in any related documents, (i) through one or more of ~~its~~our subsidiaries (after giving effect to the Merger) to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, (ii) through one or more of ~~its~~our subsidiaries (after giving effect to the Merger) to amend the CPLV Lease, the Non-CPLV Lease and the Joliet Lease (each as defined in the MTA) in accordance with the terms of the MTA and receive certain consideration from VICI or its affiliates in respect thereof, (iii) to provide a guaranty in respect of each of the CPLV Lease, the Non-CPLV Lease and the Joliet Lease in accordance with the terms of the MTA, (iv) to enter into (or cause our subsidiaries (after giving effect to the Merger) to enter into) certain right of first refusal agreements and a put-call right agreement in accordance with the terms of the MTA and (v) to undertake certain related transactions in connection with or related to the foregoing. We expect to apply the proceeds of the VICI transactions to pay a portion of the cash consideration payable in the Merger and transaction expenses associated with the Merger and related transactions.

We expect that the Merger and related transactions will be consummated in ~~the first half of 2020.~~mid-2020.

In September 2018, we entered into a 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 we (i) granted to William Hill the

right to conduct betting activities in retail channels and under our first skin and third skin for online channels with respect to our 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 our second skin available with respect to properties in such territory. Pursuant to the terms of the agreement, we received a 20% ownership interest in William Hill US valued at approximately $128.9 million as well as 13.4 million ordinary shares of William Hill PLC valued at approximately $27.3 million upon closing of the transaction in January 2019. The Company’s initial equity and the profit and losses attributable to William Hill US are in included in income (loss) from unconsolidated affiliates on the Consolidated Statements of ~~Income.~~Operations. The amortization of deferred revenues associated with the Company’s equity interests ~~totaled $1.3 million and $3.9 million for the three and nine months ended September 30, 2019, respectively, and~~ is included in corporate and other revenues and operating income. Additionally, we receive a profit share from the operations of betting and other gaming activities associated with the Company’s properties, which is included in other property revenues and operating 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 valued at approximately $18.6 million and an additional $5.0 million in TSG common shares became payable to us upon TSG’s exercise of its first option, which shares we ~~expect to receive~~received in the fourth quarter of 2019. In December 2019, we sold approximately 0.5 million of our TSG common shares at the request of William Hill and remitted the proceeds to them in accordance with the terms of our William Hill agreement. We may also receive additional TSG common shares in the future based on TSG net gaming revenue generated in our markets. Upon the entry into the TSG agreement, the Company also recorded deferred revenue associated with the shares received and ~~recognized~~recognizes revenue ~~of $0.3 million and $0.9 million during the three and nine months ended September 30, 2019, respectively,~~ which is included in corporate and other revenues and operating income.

On October 1, 2018, we acquired Tropicana in a cash transaction valued at $1.9 billion. At the closing of the transaction Tropicana became a wholly-owned subsidiary of ours. Immediately prior to our acquisition, Tropicana sold Tropicana Aruba Resort 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 and Lumière, for approximately $964 million. We acquired the real estate underlying Lumière for $246 million with the proceeds of a $246 million loan from GLPI. We funded the remaining consideration payable with our cash on hand and cash on hand at Tropicana, borrowings under our revolving credit facility and proceeds from our offering of $600 million of 6.0% senior notes due 2026. In addition, our borrowing capacity on 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.

Substantially concurrently with the acquisition of the real estate portfolio by GLPI, 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 our option (“Master Lease”). Under the Master Lease, 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 was approximately $87.6 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, GLPI, Tropicana St. Louis RE LLC, a wholly-owned subsidiary of ours (“Tropicana St. Louis RE”), and 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 purchase price of the real estate underlying Lumière. 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% thereafter and matures on October 1, 2020. The Lumière Loan was secured by a first priority mortgage on the Lumière real estate that was released pursuant to its terms on 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 Elgin, Bettendorf, Waterloo, Lula, Vicksburg and Mountaineer 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 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 Tropicana St. Louis RE’s obligations under the Lumière Loan will be deemed to have been satisfied and (iii) 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.

On August 7, 2018, we completed the acquisition of the Grand Victoria Casino in Elgin, Illinois. We purchased Elgin for $328.8 million, including a working capital adjustment totaling $1.3 million. The Elgin Acquisition was financed using cash on hand and borrowings under the Company’s revolving credit facility.

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 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, Cordish 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 cash contributions of $500,000 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 approximately 130 to 200 acres of land to the joint venture for the project. As of March 31, 2020 and December 31, 2019, we have contributed approximately 23 acres to the joint venture at an approximate fair value of $6.6 million. While we hold a 50% variable interest in the 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 the joint venture, which is included in income (loss) from unconsolidated affiliates on the Consolidated Statements of ~~Income.~~Operations.

~~On July 10, 2019, we entered into a definitive agreement to sell the equity interests of Rainbow Casino Vicksburg Partnership, L.P.~~Presque and IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. for cash consideration of approximately $230 million, subject to a working capital adjustment.

The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to close in early 2020.

On June 17, 2019, we entered into definitive agreements to sell the real property relating to Mountaineer, Cape Girardeau, and Caruthersville to VICI Properties Inc. (“VICI) for approximately $278 million and, immediately following the consummation of the sale such real property, sell all of the outstanding equity interests of Mountaineer Park, Inc., IOC-Caruthersville, LLC and IOC- Cape Girardeau, LLC to Century Casinos, Inc. for approximately $107 million, subject to a customary working capital adjustment.

~~The definitive agreements provide that the consummation of the sales is subject to~~ ~~satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to close in early 2020.~~

~~The sales of~~Mountaineer, Cape Girardeau, Caruthersville, Kansas City and Vicksburg met the requirements for presentation as assets held for sale under generally accepted accounting principles as of September 30, 2019. However, they did not meet the requirements for presentation as discontinued operations and are included in income from continuing operations.

On February 28, 2018, 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 June 30, 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 divestitures were subject to receipt of required regulatory approvals, termination of the waiting period under the HSR Act and other customary closing conditions, including, in the case of Presque, ~~Isle Downs,~~ the prior closing of the sale of Vicksburg or the entry into an agreement to acquire another asset of ours. On May 7, 2018, 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.

entered into a definitive agreement to sell substantially all of the assets and liabilities of Nemacolin to CDI. Under the terms of the agreement, CDI agreed to purchase Nemacolin for cash consideration of approximately $0.1 million, subject to a customary working capital adjustment.

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

We ~~closed on~~completed the sale of Presque ~~Isle Downs~~ on January 11, 2019 and the sale of Nemacolin on March 8, 2019.

On June 17, 2019, the Company entered into definitive agreements to sell the real property relating to Mountaineer, Cape Girardeau, and Caruthersville to VICI for approximately $278 million and, immediately following the consummation of the sale such real property, sell all of the outstanding equity interests of Mountaineer, Caruthersville and Cape Girardeau to Century Casinos, Inc. for approximately $107 million, subject to a finalized working capital adjustment. The sales were consummated on December 6, 2019.

Prior to the closing date, the divestitures Mountaineer, Cape Girardeau and Caruthersville met the requirements for presentation as assets held for sale. However, they did not meet the requirements for presentation as discontinued operations. Mountaineer was reported in the East segment and Cape Girardeau and Caruthersville were reported in Midwest segment.

On July 10, 2019, we entered into a definitive agreement to sell the equity interests of Rainbow Casino Vicksburg Partnership, L.P. and IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. (“Twin River”) for cash consideration of approximately $230 million, subject to a working capital adjustment.

Vicksburg andKansas City met the requirements for presentation as assets held for sale as of December 31, 2019. However, they did not meet the requirements for presentation as discontinued operations and are included in income from continuing operations.

On January 13, 2020 and March 9, 2020, respectively, we entered into definitive purchase agreements to sell the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Shreveport and MontBleu, to Maverick. On April 24, 2020, the agreements with Maverick were terminated and we entered into a definitive purchase agreement with Twin River and certain of its affiliates for the sale of the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC for aggregate consideration of $155 million, subject to a working capital adjustment. The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, and further provides that our obligation to consummate the sale is subject to the closing of the Merger with Caesars and the buyer’s obligation to consummate the sale is subject to receipt of financing sufficient to enable it to pay the consideration due at closing. The transaction is expected to close in the first quarter of 2021.

Eldorado Shreveport and MontBleu met the requirements for presentation as assets held for sale under generally accepted accounting principles as of March 31, 2020. However, none of the pending divestitures met the requirements for presentation as discontinued operations and are included in income from continuing operations in the periods presented.

In conjunction with the classification of MontBleu’s operations as assets held for sale as a result of the announced sale, an impairment charge totaling $45.6 million was recorded during the three months ended March 31, 2020 due to the carrying value exceeding the estimated net sales proceeds.

The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of March 31, 2020:

The executive decision maker of our ~~company~~Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. ~~Our management~~Management views each of our ~~properties~~casinos 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. ~~Prior to our acquisition of Isle, our~~Our principal operating activities ~~occurred~~occur 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~~five geographic regions and reportable ~~segments:~~segments. 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 ~~East. Following~~Central. See the ~~Tropicana Acquisition and Elgin Acquisition, an additional segment, Central, was added increasing our reportable segments to five.~~ ~~See Notes 1 and 16~~table above for a ~~summary~~listing of ~~these segments.~~

The ~~presentation of~~financial information ~~herein~~included in this Item 2 for periods ~~prior to our acquisitions of Elgin and Tropicana and~~ after our acquisitions of Elgin and Tropicana are not fully comparable because the results of operations for Elgin and 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~~respectively, and our sales of ~~Tropicana for~~Mountaineer, Cape Girardeau and Caruthersville on December 6, 2019 are not fully comparable to the three and nine months ended September 30, 2018 is included in Tropicana’s Quarterly Report on Form 10-Q as filed with the SEC. In conjunction with our acquisition of Tropicana, Tropicana was no longer requiredperiods prior to ~~file quarterly and annual reports with the SEC and terminated its registration on October 1, 2018.~~their respective sale dates. See Note 4.

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, sportsbook offerings and other services to attract customers to our properties. Our operating results are highly dependent on the volume and quality 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~~recent developments and significant factors impacting our financial results for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 and ~~2018.~~2019.

In conjunction with the classification of Vicksburg’s operations as assets held for sale at June 30, 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 July 31, 2018. In connection with this termination, CDI paid us a $5.0 million termination fee.

The divestitures of Presque, Nemacolin and Mountaineer, Cape Girardeau and Caruthersville in January, March and December 2019, respectively, are collectively referred to as the “Divestitures.”

As part of the continuing evolution of the Reno tri-properties, we 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 completed the first phase of room renovations at Silver Legacy and Eldorado. We began the second phase of renovations of approximately 1,200 rooms at Silver Legacy and Eldorado in the third quarter of 2019. In Black Hawk we completed our renovation of all 402 hotel rooms and refresh of the casino floor in June 2019. In addition, our joint venture with Cordish continues to make progress on development plans of a new, mixed-use entertainment and hospitality destination anchored by our Isle Casino Racing Pompano Park. At Tropicana Atlantic City, we opened an expansive, new sportsbook in the fourth quarter of 2018.

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

Operating Results. ~~Including incremental net~~Net revenues ~~totaling $264.7~~declined $162.9 million, ~~generated by Elgin and the Tropicana properties, net revenues rose 36.1%~~or 25.6%, for the three months ended September 30, 2019 compared to the same prior year period. For the nine months ended September 30, 2019 compared to the same prior year period, Elgin and Tropicana contributed incremental net revenues totaling $759.5 million resulting in a 39.9% increase in net revenues for the nine months ended September 30, 2019March 31, 2020 compared to the same prior year period. Excluding the impact of ~~our acquisitions and~~ the ~~divestitures of Presque Isle Downs and Nemacolin,~~Divestitures, net revenues decreased ~~9.6% and 6.6%~~$100.2 million, or 17.5%, ~~respectively,~~ for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year ~~periods mainly~~period primarily due to the ~~significant factors described above. These decreases were offset by incremental net revenues recognized~~negative impact of COVID-19 and the resulting closure of our properties in ~~conjunction with our William Hill and TSG sports betting partnerships~~March 2020.

Operating income declined $246.8 million, or 199.7%, for the three ~~and nine~~ months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year ~~periods.~~

~~Operating~~period. Excluding the impact of the Divestitures, operating income ~~increased $33.1 million and $127.7~~decreased $237.5 million, or ~~36.1% and 57.2%~~207.7%, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2020 mainly due to the negative impact of COVID-19 in addition to transaction costs associated with the acquisition of Caesars and the previously discussed impairment charges totaling $160.8 million. The year-over-year decrease in operating income was also driven by a $22.2 million gain recorded for the three months ended March 31, 2019 ~~respectively,~~due to the sale of Presque and Nemacolin.

Net income decreased $213.9 million, or 559.4%, for the three months ended March 31, 2020 compared to the same prior year periods mainly due to incremental operating income contributed by the acquired Elgin and Tropicana properties. Excluding the impact of our acquisitions and the divestitures of Presque Isle Downs and Nemacolin, operating income decreased 18.4% for the three months ended September 30, 2019 due to higher depreciation expense associated with asset additions and transaction costs associated with the acquisitions of Tropicana and Caesars. For the nine months ended September 30, 2019, we recorded a $22.2 million net gain on the sale of assets associated with the sales of Presque Isle Downs and Nemacolin resulting in an increase in operating income of 1.3% excluding the impact of our acquisitions and divestitures.

~~Net income decreased $0.6 million and $1.1 million, respectively, for the three and nine months ended September 30, 2019, compared to the same prior year periods~~period principally due to the same factors impacting operating ~~income. Additionally, higher interest expense~~income offset by the benefit for the three and nine months ended September 30, 2019 compared to the same prior year periods resulting from increased debt associated with the Tropicana Acquisition and amortization of the direct financing obligation associated with the Master Lease also contributed to the declines.income taxes totaling $37.2 million. Net income for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period was also impacted by a ~~$1.2~~$23.0 million unrealized loss ~~on the early retirement of debt due to repayments on our Term Loan offset by a $3.3 million gain~~ associated with our investments. Net income for the three months ended September 30, 2018 was favorably impacted by a $5.0 million fee related to the termination of the agreement to purchase our Vicksburg property. Net income for the nine months ended September 30, 2019 compared to the same prior year period was also impacted by a higher income tax provision due to an increasedeclines in our ~~effective tax rate from an increase in disallowed officers’ compensation~~investments and ~~changes in valuation allowance.~~marketable securities.

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,
	2019		2018		2019			2018			2020		2019		2020			2019
West	$	151,418	$	129,092	$	35,358		$	31,894		$	105,490	$	118,095	$	(97,457	)	$	10,801
Midwest		95,866		99,834		30,221			26,637			60,793		96,787		(19,354	)		27,833
South		108,017		106,569		15,185			16,176			97,052		132,714		(11,194	)		27,515
East		186,562		127,722		45,341			23,637			108,056		166,233		11,016			27,161
Central		119,410		23,897		25,793			2,868			99,705		120,472		18,114			27,070
Corporate		1,908		139		(26,991	)		(9,443	)		1,973		1,522		(24,305	)		3,224
Total	$	663,181	$	487,253	$	124,907		$	91,769		$	473,069	$	635,823	$	(123,180	)	$	123,604

	Net Revenues for the Nine Months Ended September 30,				Operating Income (Loss) for the Nine Months Ended September 30,
	2019		2018		2019			2018
West	$	397,241	$	346,550	$	66,772		$	63,898
Midwest		289,890		301,235		87,066			80,725
South		357,669		341,612		61,723			50,099
East		523,249		370,576		107,715			67,164
Central		362,675		23,897		80,896			2,868
Corporate		5,401		377		(53,111	)		(41,377	)
Total	$	1,936,125	$	1,384,247	$	351,061		$	223,377

Three Months Ended ~~September 30, 2019~~March 31, 2020 Compared to the Three Months Ended ~~September 30, 2018~~March 31, 2019

	Three Months Ended											Three Months Ended
	September 30,							Percent				March 31,							Percent
	2019		2018		Variance			Change				2020		2019		Variance			Change
Revenues:
Gaming and Pari-Mutuel Commissions:
West	$	62,081	$	60,912	$	1,169			1.9		%	$	44,977	$	53,406	$	(8,429	)		(15.8	)	%
Midwest		84,249		86,331		(2,082	)		(2.4	)	%		53,313		85,169		(31,856	)		(37.4	)	%
South		87,331		86,153		1,178			1.4		%		79,652		109,350		(29,698	)		(27.2	)	%
East		129,244		113,075		16,169			14.3		%		79,931		124,951		(45,020	)		(36.0	)	%
Central		95,095		21,698		73,397			338.3		%		81,876		97,810		(15,934	)		(16.3	)	%
Total Gaming and Pari-Mutuel Commissions		458,000		368,169		89,831			24.4	��	%		339,749		470,686		(130,937	)		(27.8	)	%
Non-gaming:
West		89,337		68,180		21,157			31.0		%		60,513		64,689		(4,176	)		(6.5	)	%
Midwest		11,617		13,503		(1,886	)		(14.0	)	%		7,480		11,618		(4,138	)		(35.6	)	%
South		20,686		20,416		270			1.3		%		17,399		23,364		(5,965	)		(25.5	)	%
East		57,318		14,647		42,671			291.3		%		28,125		41,282		(13,157	)		(31.9	)	%
Central		24,315		2,199		22,116			1,005.7		%		17,828		22,662		(4,834	)		(21.3	)	%
Corporate		1,908		139		1,769			1,273.0		%		1,975		1,522		453			29.8		%
Total Non-gaming		205,181		119,084		86,097			72.3		%		133,320		165,137		(31,817	)		(19.3	)	%
Total Net Revenues		663,181		487,253		175,928			36.1		%		473,069		635,823		(162,754	)		(25.6	)	%
Expenses:
Gaming and Pari-Mutuel Commissions:
West		22,326		21,605		721			3.3		%		20,409		21,048		(639	)		(3.0	)	%
Midwest		33,881		35,687		(1,806	)		(5.1	)	%		22,906		34,480		(11,574	)		(33.6	)	%
South		42,361		41,513		848			2.0		%		41,747		49,941		(8,194	)		(16.4	)	%
East		60,972		70,645		(9,673	)		(13.7	)	%		37,036		61,286		(24,250	)		(39.6	)	%
Central		43,015		10,612		32,403			305.3		%		37,058		43,551		(6,493	)		(14.9	)	%
Total Gaming and Pari-Mutuel Commissions		202,555		180,062		22,493			12.5		%		159,156		210,306		(51,150	)		(24.3	)	%
Non-gaming
West		42,838		37,111		5,727			15.4		%		37,133		39,163		(2,030	)		(5.2	)	%
Midwest		6,021		7,572		(1,551	)		(20.5	)	%		4,763		6,504		(1,741	)		(26.8	)	%
South		12,757		13,217		(460	)		(3.5	)	%		12,822		14,476		(1,654	)		(11.4	)	%
East		25,655		8,744		16,911			193.4		%		18,362		22,474		(4,112	)		(18.3	)	%
Central		12,542		2,029		10,513			518.1		%		11,624		12,667		(1,043	)		(8.2	)	%
Total Non-gaming		99,813		68,673		31,140			45.3		%		84,704		95,284		(10,580	)		(11.1	)	%

Marketing and promotions		33,292		23,122		10,170			44.0		%		24,953		32,301		(7,348	)		(22.7	)	%
General and administrative		122,767		75,599		47,168			62.4		%		91,675		119,888		(28,213	)		(23.5	)	%
Corporate		13,014		9,217		3,797			41.2		%		16,482		16,754		(272	)		(1.6	)	%
Impairment charges		—		3,787		(3,787	)		(100.0	)	%		160,758		958		159,800			16,680.6		%
Depreciation and amortization		52,592		35,760		16,832			47.1		%		50,433		57,757		(7,324	)		(12.7	)	%
Total Operating Expenses	$	524,033	$	396,220	$	127,813			32.3		%	$	588,161	$	533,248	$	54,913			10.3		%

Gaming Revenues and Pari-Mutuel Commissions. ~~Elgin and Tropicana contributed $171.2 million of incremental gaming revenues and pari-mutuel commissions for~~For the three months ended September 30, 2019 compared to the same prior year period. This increase was partially offset by the decline in revenues associated with the divestitures of Presque Isle Downs and Nemacolin for the three months ended September 30, 2019March 31, 2020 compared to the same prior year period, ~~resulting in a 24.4% increase in gaming revenues and pari-mutuel commissions.~~

~~Excluding incremental Elgin and Tropicana~~ gaming revenues and pari-mutuel commissions ~~and~~declined 27.8%. Excluding the impact of the ~~Presque Isle Downs and Nemacolin divestitures,~~Divestitures, gaming revenues and pari-mutuel commissions decreased ~~11.9%~~18.3% for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period mainly due to reductions in casino volume associated with ~~declines~~the impact of COVID-19 and the related closures of our properties in ~~promotional offers across all segments and severe weather in our South segment.~~March 2020.

Non-gaming Revenues. ~~Elgin and Tropicana contributed $93.5 million of incremental non-gaming~~Non-gaming revenues decreased 19.3% for the three months ended September 30, 2019, which was partially offset by declines in non-gaming revenues attributable to the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 72.3% over the same prior year period.

Excluding incremental Elgin and Tropicana non-gaming revenues and the impact of the Presque Isle Downs and Nemacolin divestitures, non-gaming revenues decreased 3.0% for the three months ended September 30, 2019March 31, 2020 compared to the same prior year period. ~~This decline was primarily driven by changes in promotional activity along with decreased food and beverage~~Excluding the impact of the Divestitures, non-gaming revenues ~~associated with reductions in restaurant offerings in our West, Midwest and South segments in an effort to drive more profitable non-gaming departmental margins.~~

~~Gaming Expenses and Pari-Mutuel Commissions. Elgin and Tropicana contributed $70.6 million of incremental gaming expenses and pari-mutuel commissions~~declined 15.4% for the three months ended ~~September 30, 2019, which was partially offset by~~March 31, 2020 compared to the ~~Presque Isle Downs~~same prior year periods mainly due to the impact of COVID-19 and ~~Nemacolin divestitures, resulting~~the related closures of our properties, included hotels, restaurants and entertainment venues, in ~~an increase of 12.5% in gaming~~March 2020.

Gaming Expenses and Pari-Mutuel Commissions. 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 divestitures, gaming expenses and pari-mutuel commissions decreased 12.4%declined 24.3% for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period. ~~Gaming~~Excluding the impact of the Divestitures, gaming expenses ~~declined in comparison~~and pari-mutuel commissions decreased 10.8% for the three months ended March 31, 2020 compared to the same prior year period ~~due to lower casino volume combined~~in conjunction with ~~savings initiatives targeted at reducing variable expenses.~~the previously discussed decrease in gaming revenues and pari-mutuel commissions.

Non-gaming Expenses. ~~Elgin and Tropicana contributed $41.8 million of incremental non-gaming~~Non-gaming expenses declined 11.1% for the three months ended ~~September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 45.3% over the same prior year period.~~

Excluding incremental Elgin and Tropicana non-gaming expenses, and the impact of the Presque Isle Downs and Nemacolin divestitures, non-gaming expenses decreased 11.8% for the three months ended September 30, 2019March 31, 2020 compared to the same prior year period. ~~Decreased~~Excluding the impact of the Divestitures, non-gaming expenses ~~across all segments were associated~~decreased 6.3% for the three months ended March 31, 2020 compared to the same prior year period in conjunction with ~~lower~~previously discussed decrease in non-gaming ~~revenues along with continued efforts to reduce variable expenses including labor and cost of sales.~~expenses.

Marketing and Promotions Expenses. ~~Elgin and Tropicana contributed $17.3 million of incremental marketing~~Marketing and promotions ~~expense~~expenses declined 22.7% for the three months ended ~~September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 44.0% over~~March 31, 2020 compared to the same prior year period.

Excluding ~~incremental Elgin and Tropicana marketing and promotions expenses and~~ the impact of the ~~Presque Isle Downs and Nemacolin divestitures, consolidated~~Divestitures, marketing and promotions expense decreased ~~25.7%~~16.4% for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period. This decline was primarily due to savings achieved via the termination of certain marketing contracts, reductions in direct mail costs and continued company-wide changes in marketing and promotional activity. Additionally, to the extent possible, marketing and promotions expenses were reduced or eliminated following the closure of our properties in March 2020.

General and Administrative Expenses. ~~Elgin and Tropicana contributed $54.4 million of general~~General and administrative ~~expense~~expenses declined 23.5% for the three months ended ~~September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin dispositions, resulting in an increase of 62.4% over~~March 31, 2020 compared to the same prior year period.

Excluding ~~incremental Elgin and Tropicana general and administrative expenses, and~~ the impact of the ~~Presque Isle Downs and Nemacolin divestitures, consolidated~~Divestitures, general and administrative expenses decreased ~~3.9%~~16.6% for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period mainly due to the centralization of certain services provided to our properties and realized savings achieved through ~~consolidated~~the continued consolidation of purchasing programs. Additionally, general and administrative expenses, including utilities, were reduced following the closure of our properties in March 2020.

Corporate Expenses. For the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period, corporate expenses ~~increased~~decreased 1.6% primarily due to payroll and other expenses associated with additional corporate costs, including stock compensation expense, driven by growth related to the Company’s acquisitions. This increase was partially offset by a declinereductions in corporate bonus expense, ~~and~~ captive insurance expense, certain professional fees and travel costs due to the COVID-19 impact for the three months ended ~~September 30, 2019~~March 31, 2020 compared to the same prior year period.

Depreciation and Amortization Expense. ~~Elgin and Tropicana contributed $26.5 million of depreciation and amortization expense for~~For the three months ended ~~September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 47.1% over the same prior year period.~~

Excluding incremental Elgin and Tropicana depreciation and amortization expense, and the impact of the Presque Isle Downs and Nemacolin divestitures, depreciation and amortization expense decreased 27.0% for the three months ended September 30, 2019March 31, 2020 compared to the same prior year period, depreciation and amortization expense declined 12.7% mainly due to ceasing depreciation and amortization expense on assets held for sale.

~~Nine Months Ended September 30, 2019 Compared to the Nine Months Ended September 30, 2018~~

Nine Months Ended

September 30,

Percent

2019

2018

Variance

Change

Revenues:

Gaming and Pari-Mutuel Commissions:

West

$

170,980

$

168,342

$

2,638

1.6

%
Midwest

254,641

262,138

(7,497
)

(2.9
)
%
South

291,552

278,655

12,897

4.6

%
East

378,246

329,584

48,662

14.8

%
Central

290,429

21,698

268,731

1,238.5

%
Total Gaming and Pari-Mutuel Commissions

1,385,848

1,060,417

325,431

30.7

%
Non-gaming:

West

226,261

178,208

48,053

27.0

%
Midwest

35,249

39,097

(3,848
)

(9.8
)
%
South

66,117

62,957

3,160

5.0

%
East

145,003

40,992

104,011

253.7

%
Central

72,246

2,199

70,047

3,185.4

%
Corporate

5,401

377

5,024

1,332.6

%
Total Non-gaming

550,277

323,830

226,447

69.9

%
Total Net Revenues

1,936,125

1,384,247

551,878

39.9

%
Expenses:

Gaming and Pari-Mutuel Commissions:

West

64,235

63,331

904

1.4

%
Midwest

102,537

107,162

(4,625
)

(4.3
)
%
South

137,679

133,500

4,179

3.1

%
East

181,316

204,953

(23,637
)

(11.5
)
%
Central

130,334

10,612

119,722

1,128.2

%
Total Gaming and Pari-Mutuel Commissions

616,101

519,558

96,543

18.6

%
Non-gaming

West

120,634

107,544

13,090

12.2

%
Midwest

18,849

23,527

(4,678
)

(19.9
)
%
South

40,858

41,260

(402
)

(1.0
)
%
East

72,012

25,775

46,237

179.4

%
Central

38,100

2,029

36,071

1,777.8

%
Total Non-gaming

290,453

200,135

90,318

45.1

%

Marketing and promotions

97,673

66,255

31,418

47.4

%
General and administrative

360,086

223,546

136,540

61.1

%
Corporate

50,819

33,018

17,801

53.9

%
Impairment charges

958

13,602

(12,644
)

(93.0
)
%
Depreciation and amortization

166,882

99,204

67,678

68.2

%
Total Operating Expenses

$

1,582,972

$

1,155,318

$

427,654

37.0

%

~~Gaming Revenues and Pari-Mutuel Commissions.~~ Elgin and Tropicana contributed $512.4 million of incremental gaming revenues and pari-mutuel commissions for the nine months ended September 30, 2019 compared to the same prior year period. This increase was partially offset by the decline in revenues associated with the divestitures of Presque Isle Downs and Nemacolin for the nine months ended September 30, 2019 compared to the same prior year period resulting in a 30.7% increase in gaming revenues and pari-mutuel commissions.

Excluding ~~incremental Elgin and Tropicana gaming revenues and pari-mutuel commissions and~~ the impact of the ~~Presque Isle Downs~~Divestitures, depreciation and ~~Nemacolin divestitures, gaming revenues and pari-mutuel commissions~~amortization expense decreased ~~7.7%~~5.8% for the ~~nine~~three months ended September 30, 2019 compared to the same prior year period due to reductions in casino volume associated with changes in promotional activity. 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 for the nine months ended September 30, 2019 compared to the same prior year period.

~~Non-gaming Revenues~~. Elgin and Tropicana contributed $247.1 million of incremental non-gaming revenues for the nine months ended September 30, 2019, which was partially offset by declines in non-gaming revenues attributable to the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 69.9% over the same prior year period.

Excluding incremental Elgin and Tropicana non-gaming revenues and the impact of the Presque Isle Downs and Nemacolin divestitures, non-gaming revenues decreased 3.2% for the nine months ended September 30, 2019 compared to the same prior year period. This decline was primarily driven by the West segment resulting from changes in promotional activity, construction disruption and weather that negatively impacted visitor traffic during the nine months ended September 30, 2019.

~~Gaming Expenses and Pari-Mutuel Commissions~~. Elgin and Tropicana contributed $210.1 million of incremental gaming expenses and pari-mutuel commissions for the nine months ended September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 18.6% 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 divestitures, gaming expenses and pari-mutuel commissions decreased 7.9% for the nine months ended September 30, 2019 compared to the same prior year period. Gaming expenses declined in comparison to the same prior year period due to lower volume combined with savings initiatives targeted at reducing variable expenses. Successful efforts to control costs and maximize departmental profit across all segments also drove the improved departmental profit margin for the nine months ended September 30, 2019 compared to the same prior year period.

~~Non-gaming~~ Expenses. Elgin and Tropicana contributed $120.7 million of incremental non-gaming expenses for the nine months ended September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 45.1% over the same prior year period.

Excluding incremental Elgin and Tropicana non-gaming expenses, and the impact of the Presque Isle Downs and Nemacolin divestitures, non-gaming expenses decreased 11.7% for the nine months ended September 30, 2019 compared to the same prior year period. Decreased non-gaming expenses across all segments were associated with 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 $51.1 million of incremental marketing and promotions expense for the nine months ended September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 47.4% 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 divestitures, consolidated marketing and promotions expense decreased 24.7% for the nine months ended September 30, 2019 compared to the same prior year period. This decline was primarily due to savings achieved via the termination of certain marketing contracts, reduction in direct mail costs and continued company-wide changes in marketing and promotional activity.

~~General and Administrative Expenses~~. Elgin and Tropicana contributed $160.5 million of general and administrative expense for the nine months ended September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 61.1% 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 divestitures, consolidated general and administrative expenses decreased 4.4% for the nine months ended September 30, 2019March 31, 2020 compared to the same prior year period mainly due to ~~the centralization of certain services provided to our properties and realized savings achieved through consolidated purchasing programs.~~

~~Corporate Expenses~~. For the nine months ended September 30, 2019 compared to the same prior year period, corporate expenses increased primarily due to payroll and other expenses associated with additional corporate costs driven by growth related to the Company’s acquisitions. Additionally, an increasemany assets becoming fully depreciated in severance expense and the associated acceleration of stock compensation expense also drove the increase in corporate expense for the nine months ended September 30, 2019 compared to the same prior year period.2019.

~~Impairment Charges.~~ ~~We recorded an impairment charge for the nine months ended September 30, 2019 totaling $1.0 million related to our non-operating real property located in Pennsylvania.~~ We recorded impairment charges of $9.8 million related to the classifications of Vicksburg’s operations as assets held for sale and $3.8 million related to the classifications of Nemacolin’s operations as assets held for sale for the ~~nine months ended September 30, 2018~~.

~~Depreciation and Amortization Expense~~. Elgin and Tropicana contributed $75.9 million of depreciation and amortization expense for the nine months ended September 30, 2019, which was partially offset by the Presque Isle Downs and Nemacolin divestitures, resulting in an increase of 68.2% over the same prior year period.

Excluding incremental Elgin and Tropicana depreciation and amortization expense, and the impact of the Presque Isle Downs and Nemacolin divestitures, depreciation and amortization expense decreased 6.8% for the nine months ended September 30, 2019 compared to the same prior year period mainly due to ceasing depreciation and amortization expense on assets held for sale.

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, 2020 and 2019 ~~and 2018~~

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, impairment charges, transaction expenses, severance expense, selling costs associated with the ~~disposition~~divestitures of properties, ~~preopening expenses, costs associated with resolving the historical Tropicana bankruptcy, impairment charges,~~ equity in income (loss) of unconsolidated affiliates, (gain) loss on the sale or disposal of property and equipment, and (gain) loss ~~associated with the sales of Presque Isle Downs and Nemacolin and other non-cash regulatory gaming assessments.~~related to divestitures. Adjusted EBITDA also excludes the expense associated with our Master Lease with GLPI as the transaction was accounted for as a financing obligation and the associated expense is included in interest expense. 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, 2020 and 2019, ~~and 2018,~~ in addition to reconciling Adjusted EBITDA to operating income (loss) in accordance with US GAAP (unaudited, in thousands):

																	Three Months Ended March 31, 2020
	Three Months Ended September 30, 2019																Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽¹⁾		Other ⁽²⁾			Adjusted EBITDA
	Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽⁶⁾		Other ⁽⁷⁾				Adjusted EBITDA
West	$	35,358		$	13,934	$	—	$	—	$		191		$	49,483		$	(97,457	)	$	13,938	$	—	$	—	$	103,144		$	19,625
Midwest		30,221			4,515		4		—			953			35,693			(19,354	)		4,522		2		—		36,617			21,787
South		15,185			9,000		2		—			512			24,699			(11,194	)		7,120		2		—		21,776			17,704
East		45,341			11,630		—		—			220			57,191			11,016			11,241		—		—		28			22,285
Central		25,793			11,627		—		—			21			37,441			18,114			11,763		—		—		20			29,897
Corporate and Other		(26,991	)		1,886		4,260		12,442			1,684			(6,719	)		(24,305	)		1,849		5,738		9,294		(1,327	)		(8,751	)
Total	$	124,907		$	52,592	$	4,266	$	12,442	$		3,581		$	197,788		$	(123,180	)	$	50,433	$	5,742	$	9,294	$	160,258		$	102,547

	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 ⁽⁸⁾				Adjusted EBITDA			Operating Income (Loss)			Depreciation and Amortization		Stock-Based Compensation		Transaction Expenses⁽¹⁾		Other ⁽⁵⁾			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

Divestitures:											��
Midwest																	$	6,525		$	2,190	$	7	$	—	$	—		$	8,722
East	$	4,234		$	55	$	2	$	—	$		4,004		$	8,295			2,719			2,027		7		—		80			4,833
Total Divestitures (1)	$	4,234		$	55	$	2	$	—	$		4,004		$	8,295
Total Divestitures (3)																	$	9,244		$	4,217	$	14	$	—	$	80		$	13,555

Pre-Acquisition:
Excluding Divestitures:
West	$	4,290		$	3,098	$	—	$	—	$		—		$	7,388		$	10,801		$	13,143	$	—	$	—	$	99		$	24,043
Midwest		—			—		—		—			—			—			21,308			6,231		8		—		55			27,602
South		(1,435	)		2,022		—		—			4			591			27,515			11,015		9		—		132			38,671
East		22,378			8,072		—		—			31			30,481			24,442			10,122		—		—		107			34,671
Central		17,506			6,884		—		—			380			24,770			27,070			11,210		—		—		43			38,323
Corporate and Other		(38,788	)		448		—		1,529			31,101			(5,710	)		3,224			1,819		4,917		1,894		(22,067	)		(10,213	)
Total Pre-Acquisition (2)	$	3,951		$	20,524	$	—	$	1,529	$		31,516		$	57,520

Including Pre-Acquisition:
West	$	36,184		$	12,573	$	—	$	—	$		65		$	48,822
Midwest		26,637			8,605		15		—			21			35,278
South		14,741			11,726		9		—			130			26,606
East		41,781			12,503		—		—			16			54,300
Central		20,374			9,099		—		—			1,147			30,620
Corporate and Other		(48,231	)		1,723		2,468		5,620			26,109			(12,311	)
Total Including Pre-Acquisition and Excluding Divestitures (3)	$	91,486		$	56,229	$	2,492	$	5,620	$		27,488		$	183,315
Total Excluding Divestitures (4)																	$	114,360		$	53,540	$	4,934	$	1,894	$	(21,631	)	$	153,097

Nine Months Ended September 30, 2019

Operating
Income (Loss)

Depreciation and
Amortization

Stock-Based
Compensation

Transaction
Expenses⁽⁶⁾

Other ⁽⁷⁾

Adjusted
EBITDA

Includes Divestitures:

West

$

66,772

$

40,585

$

—

$

—

$

474

$

107,831

Midwest

87,066

20,650

29

—

1,025

108,770

South

61,723

29,865

11

—

880

92,479

East

107,715

36,019

7

—

372

144,113

Central

80,896

34,317

—

—

153

115,366

Corporate and Other

(53,111
)

5,446

15,676

21,628

(15,097
)

(25,458
)
Total

$

351,061

$

166,882

$

15,723

$

21,628

$

(12,193
)

$

543,101

Divestitures:

East

$

(91
)

$

—

$

7

$

—

$

46

$

(38
)
Total Divestitures (4)

$

(91
)

$

—

$

7

$

—

$

46

$

(38
)

Excluding Divestitures:

West

$

66,772

$

40,585

$

—

$

—

$

474

$

107,831

Midwest

87,066

20,650

29

—

1,025

108,770

South

61,723

29,865

11

—

880

92,479

East

107,806

36,019

—

—

326

144,151

Central

80,896

34,317

—

—

153

115,366

Corporate and Other

(53,111
)

5,446

15,676

21,628

(15,097
)

(25,458
)
Total Excluding Divestitures (5)

$

351,152

$

166,882

$

15,716

$

21,628

$

(12,239
)

$

543,139

Nine Months Ended September 30, 2018

Operating
Income (Loss)

Depreciation and
Amortization

Stock-Based
Compensation

Transaction
Expenses⁽⁶⁾

Other ⁽⁸⁾

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

Divestitures:

East

$

13,262

$

1,632

$

11

$

—

$

4,564

$

19,469

Total Divestitures (1)

$

13,262

$

1,632

$

11

$

—

$

4,564

$

19,469

Pre-Acquisition:

West

$

13,635

$

9,271

$

—

$

—

$

8

$

22,914

Midwest

—

—

—

—

—

—

South

355

6,076

—

—

20

6,451

East

46,261

24,444

—

—

159

70,864

Central

70,105

22,939

—

—

647

93,691

Corporate and Other

(52,127
)

1,537

—

4,259

31,101

(15,230
)
Total Pre-Acquisition (2)

$

78,229

$

64,267

$

—

$

4,259

$

31,935

$

178,690

Including Pre-Acquisition:

West

$

77,533

$

36,317

$

(32
)

$

—

$

712

$

114,530

Midwest

80,725

24,654

90

—

248

105,717

South

50,454

32,419

50

—

10,162

93,085

East

100,163

38,064

—

—

825

139,052

Central

72,973

25,154

—

—

1,414

99,541

Corporate and Other

(93,504
)

5,231

9,526

14,302

27,391

(37,054
)
Total Including Pre-Acquisition and Excluding Divestitures (3)

$

288,344

$

161,839

$

9,634

$

14,302

$

40,752

$

514,871

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~~existing cash on hand, contracted asset sales and cash flow offrom our ~~subsidiaries and the ability of our subsidiaries to distribute or otherwise make funds available to us.~~subsidiaries.

Our primary sources of liquidity and capital resources have been existing cash on hand, cash flow from operations, borrowings under our revolving credit facility, proceeds from the issuance of debt securities and proceeds from ~~our disposition of Presque Isle Downs.~~completed asset sales. As of ~~September 30, 2019,~~March 31, 2020, we had no$465.0 million outstanding ~~balance~~ and ~~$483.7~~$16.8 million of available borrowing capacity, after consideration of ~~$16.3~~$18.2 million in outstanding letters of credit, under our Revolving Credit Facility. We ~~applied approximately~~utilized $360.0 million and $150.0 million of net proceeds from the ~~sale~~sales of Mountaineer, Cape Girardeau and Caruthersville in December 2019 and Presque ~~Isle Downs~~in January 2019, respectively, to repay a portion of 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 Company anticipates applying the proceeds of the Presque Isle Downs sale to permanently repay indebtedness and make qualifying capital expenditures prior to the anniversary of the sale.Term Loan.

Our cash requirements can fluctuate significantly depending on our decisions with respect to business acquisitions or divestitures and strategic capital investments to maintain the quality of our properties. Our cash requirements have also been impacted by the ongoing impacts of government required closures of our casinos. We expect that our primary capital requirements going forward will relate to the re-opening and operation and maintenance of our properties, taxes, servicing our outstanding indebtedness, rent payments under our Master Lease ~~continued costs associated with the Elgin~~ and ~~Tropicana acquisitions~~other leases and funding the Caesars acquisition. Pursuant to the A&R Commitment Letter, the Commitment Parties committed to arrange and provide the Company with: (w) a $1,000.0 million senior secured revolving credit facility, (x) a $3,000.0 million senior secured term loan B facility, (y) a $3,250.0 million senior secured 364-day bridge facility and (z) a $1,800.0 million senior unsecured bridge loan facility and (ii) Caesars Resort Collection, LLC, a subsidiary of Caesars, with a $2,400.0 million senior secured incremental term loan B facility (collectively, the “Debt Financing”). We expect to fund the anticipated Caesars acquisition with a combination of proceeds from the Debt Financing, the sale-leaseback transactions with VICI with respect to Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City, the consideration received from VICI received in connection with amendments to the CPLV Lease and Non-CPLV Lease contemplated by the MTA, asset divestitures, existing cash on ~~our balance sheet~~hand and cash flow generated by the Company and Caesars prior to the acquisition. ~~During~~

As a result of state government orders made in March 2020 in an effort to contain the spread of COVID-19, our casino properties located across the United States were ordered to temporarily close and remained shut down through the remainder of ~~2019,~~the first quarter. In an effort to mitigate the impacts of COVID-19 on our business and maintain liquidityand provide financial flexibility as the effects of COVID-19 continue to evolve and impact global financial markets, we borrowed $465 million under our Revolving Credit Facility on March 16, 2020 and furloughed approximately 90% of our employees beginning on April 11, 2020. During the period that our casinos are closed, we expect that our main capital requirements, other than with respect to the Caesars acquisition, will be servicing our outstanding indebtedness, rent payments under our Master Lease and other leases, taxes and obligations with respect to fixed and variable costs that we continue to incur while our casinos are closed.

We expect that our primary capital requirements following the re-opening of our properties, other than with respect to the Caesars acquisition, will relate to the operation and maintenance of our properties, taxes, servicing our outstanding indebtedness and rent payments under our Master Lease. While our capital expenditure requirements for 2020 will depend on the timing of re-opening of our casinos and the timing of closing the Caesars acquisition, we plan to spend approximately ~~$65.0~~$40.0 million on capital ~~expenditures. Our capital requirements have increased significantly following~~expenditures during the ~~consummation~~remainder of ~~the acquisitions of Tropicana and Elgin, including as a result of the obligation~~2020. We expect 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 funded the $328.8 million of cash consideration for the Elgin Acquisition using cash from ongoing operations and borrowings under our revolving credit facility. We funded the $246 million purchase of the real estate underlying Lumière with the proceeds of the Lumière Note. We funded the $640 million consideration in the Tropicana Acquisition and the repayment of amounts outstanding under the Tropicana credit facility with ouruse cash on hand and cash ~~on hand at Tropicana,~~generated from operations to meet such obligations.

We expect that borrowings incurred under our Revolving Credit Facility, cash generated from operations, borrowings under ~~our revolving credit facility~~the Debt Financing and proceeds from ~~our offering~~the transactions contemplated by the MTA and the announced asset sales, net of $600 million of 6.0% senior notes due 2026. In addition, our borrowing capacity on 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 operationsassociated taxes, will be sufficient to fund our operations and capital requirements, consummate the Caesars acquisition and service our outstanding indebtedness for the next twelve months. However, the COVID-19 pandemic has had, and is expected to continue to have, an adverse effect on our business, financial condition and results of operations and has caused, and may continue to cause, disruption in the financial markets. While we have undertaken efforts to mitigate the impacts of COVID-19 on our business and maintain liquidity, the extent of the ongoing and future effects of the COVID-19 pandemic on our business, results of operations and financial condition is uncertain and may adversely impact our liquidity in the future. Our ability to access additional capital may be adversely affected by the disruption in the financial markets caused by the COVID-19 pandemic, restrictions on incurring additional indebtedness contained in the agreements governing our indebtedness and the impact of the pandemic on our business, results of operations and financial condition.

At March 31, 2020, we had consolidated cash and cash equivalents of $671.7 million, excluding restricted cash. At December 31, 2019, we had consolidated cash and cash equivalents of $231.8 million, including restricted cash. This increase in cash was primarily due to borrowings under our Revolving Credit Facility, which were partially offset by cash used in operations following the closure of our properties in March 2020.

Operating Cash ~~Flow.~~Flows. For the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, cash flows provided by operating activities totaled ~~$260.1~~$30.5 million compared to ~~$263.4~~$65.4 million for the same prior year period. Our operating cash flows generally follow trends in operating income, excluding non-cash charges. Changes in the balance sheet accounts and the timing of significant payments, including interest, rent and tax payments will impact our operating cash flows. The decrease in operating cash flows compared to the same prior year period was primarily due to cash ~~tax~~used to continue to pay operating expenses, including rent and interest payments, ~~related to~~following the ~~Tropicana Acquisition for~~closure of our properties as a result of the ~~nine months ended September 30, 2019 offset by cash flows generated by operations.~~COVID-19 pandemic.

Investing Cash Flow and Capital ~~Expenditures.~~Expenditures. Net cash flows ~~provided by~~used in investing activities totaled ~~$38.5~~$13.1 million for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 compared to ~~$395.1~~$129.5 million ~~used for~~provided by investing activities in the same prior year period. Our investing cash flows generally fluctuate depending upon the timing of strategic and maintenance capital expenditures in addition to business acquisitions or dispositions. Net cash ~~provided by~~used in investing activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 was primarily due to ~~$169.4 million in net proceeds from the sales of Presque Isle Downs and Nemacolin. This increase was partially offset by~~$23.2 cash used ~~totaling $135.0 million~~ for capital expenditures for various property enhancement and maintenance projects along with equipment ~~purchases.~~purchases offset by $10.5 million in deposits associated with our agreement to sell Eldorado Shreveport and MontBleu to Maverick. Following the termination of this agreement, the deposits were refunded to Maverick in April 2020. Net cash flows ~~used in~~provided by investing activities for the ~~nine~~three months ended ~~September 30, 2018 were~~March 31, 2019 was primarily due to ~~$306.3 million used in the Elgin Acquisition and $89.1~~$177.1 million in net proceeds from the sales of Presque and Nemacolin, partially offset by cash used totaling $38.4 million for capital ~~expenditures for various property enhancement and maintenance projects along with equipment purchases.~~expenditures.

Financing Cash Flow. Net cash ~~used in~~provided by financing activities for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 totaled ~~$323.4~~$447.7 million compared to ~~$763.7~~$209.8 million ~~provided by~~used in financing activities for the same prior year period. The cash provided by financing activities for the three months ended March 31, 2020 was principally due to $465.0 million of borrowings under the Revolving Credit Facility offset by $10.0 million of payments under the Term Loan. The cash used in financing activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2019 was principally due to ~~$245 million of~~ net payments under the Revolving Credit Facility ~~and $70.0 million of payments under~~partially funded by the ~~Term Loan. For the nine months ended September 30, 2018, cash provided by financing activities was principally due to $600.0 million of~~ proceeds from the ~~issuance~~sales of Presque and Nemacolin.

As of March 31, 2020, 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, the Credit Facility, the Lumière Loan and ~~$180.0 million~~the Master Lease. However, our ability to remain in compliance with the quarterly maintenance covenants under our Credit Agreement and the Master Lease may be negatively impacted if the period of ~~net borrowings~~casino closures is prolonged or if the COVID-19 pandemic, measures implemented to curtail its spread or changes in the economy, discretionary spending and consumer confidence have a protracted negative effect on our business.

Failure to satisfy the quarterly maintenance covenants contained in the Credit Agreement and Master Lease would require us to seek waivers or amendments of the maintenance covenants. There can be no assurance that we will be able to obtain required waivers or amendments, as such matters depend, in part, on factors outside of our control. If we fail to satisfy the quarterly maintenance covenants and are unable to obtain such waivers or amendments, our creditors could exercise remedies under the ~~Revolving~~applicable documents governing such indebtedness, including acceleration of such indebtedness, and the lessor under the Master Lease could terminate the Master Lease. The acceleration of indebtedness outstanding under the Credit ~~Facility related~~Agreement or the termination of the Master Lease as a result of failure to satisfy the ~~Elgin Acquisition.~~covenants applicable to such obligations would give rise to an event of default under our outstanding senior notes entitling the holders thereof to accelerate the obligations thereunder.

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.

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 2019 or the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020.

T~~he Company~~ isWe are 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 (as amended, the “Credit Facility”), consisting of a $1.45 billion term loan facility (the “Term Loan Facility” or “Term Loan”) and a $500.0 million revolving credit facility (the “Revolving Credit Facility”). ~~The Company’s~~Our obligations under the Revolving Credit Facility will mature on October 1, 2023. ~~The Company’s~~Our obligations under the Term Loan Facility will mature on April 17, 2024. ~~The Company was~~We were 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~~we are 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~~the Company’s consolidated total leverage ratio, ~~the Company~~we may be required to apply a portion of ~~its~~our excess cash flow to repay amounts outstanding under the Credit Facility.

As of ~~September 30, 2019, the Company~~March 31, 2020, we had ~~$886.8~~$488.8 million outstanding on the Term Loan and no$465.0 outstanding ~~balance~~ under the Revolving Credit Facility. ~~The Company~~During the three months ended March 31, 2020, we elected to draw down availability under the Revolving Credit Facility as a precautionary measure to enhance our liquidity and provide financial flexibility as the effects of COVID-19 continue to evolve and impact global financial markets. We had ~~$483.7~~$16.8 million of available borrowing capacity, after consideration of ~~$16.3~~$18.2 million in outstanding letters of credit under ~~its~~our Revolving Credit Facility, as of September 30, 2019. The Company applied approximately $150.0 million of proceeds from the sale of Presque Isle Downs to 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 Company anticipates applying the proceeds of the Presque Isle Downs sale to permanently repay indebtedness and make qualifying capital expenditures prior to the anniversary of the sale.March 31, 2020.

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~~we pay a commitment fee on the unused portion of the Revolving Credit Facility of 0.50% per annum. As of ~~September 30, 2019,~~March 31, 2020, the weighted average interest ~~rate~~rates on the Term Loan ~~was 4.31%.~~and Revolving Credit Facility were 3.25% and 2.81%, respectively.

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 Term Loan and Revolving 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 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.

We borrowed $246 million from GLPI to fund the 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 was secured by a first priority mortgage on the Lumière real property that was released pursuant to its terms on 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 and (iii) 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, 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, the Credit Facility and the Lumière Loan.

Our Master Lease is accounted for as a financing obligation and totaled $968.0 million as of ~~September 30, 2019.~~March 31, 2020. The Master Lease contains certain covenants, including minimum capital improvement ~~expenditures.~~expenditures and a rent coverage ratio. As of ~~September 30, 2019,~~March 31, 2020, we were in compliance with all of the covenants under the Master Lease. See Note 109 to our Consolidated Financial Statements for additional information about our Master Lease and related matters.

There have been no material changes for the ~~nine~~three months ended ~~September 30, 2019~~March 31, 2020 to our contractual obligations as disclosed in our Annual Report on Form 10‑K for the year ended December 31, ~~2018.~~2019.

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. There were no changes in the wholly-owned subsidiaries of the Company serving as guarantors, on a joint and several basis during the quarter ended March 31, 2020.

The consolidating condensed balance sheet as of December 31, 2019 is as follows:

The consolidating condensed statement of operations for the three months ended March 31, 2020 is as follows:

The consolidating condensed statement of operations for the three months ended March 31, 2019 is as follows:

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, ~~2018~~2019 and “Part II, Item IA. Risk Factors” which is included in this Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2019.~~March 31, 2020.

Our critical accounting policies disclosures are included in our Annual Report on Form 10‑K for the year ended December 31, ~~2018.~~2019. Except as described in Note 21 to the accompanying condensed notes of these consolidated financial statements, we believe there have been no material changes since December 31, ~~2018.~~2019. 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.

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 underlying assumptions, including any assumptions mentioned with the specific statements, as of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends, management plans and strategies, economic conditions and other factors. Such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control, and are subject to change. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend upon future circumstances that may not occur. Actual results may differ materially from any future results, performance or achievements expressed or implied by such statements. 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 are subject include, but are not limited to, the following:

In addition, the acquisition of Caesars, the related real estate transactions with VICI and the disposition of ~~Mountaineer~~MontBleu and our properties located in ~~Cape Girardeau, Caruthersville,~~Shreveport, Kansas City and Vicksburg and the provisions of the related acquisition agreements 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. As of ~~September 30, 2019,~~March 31, 2020, interest on borrowings under our Credit Facility was subject to fluctuation based on changes in short-term interest rates.

As of ~~September 30, 2019,~~March 31, 2020, our long‑term variable‑rate borrowings totaled ~~$886.8~~$488.8 million under the Term ~~Loan. No amounts were~~Loan and $465.0 million was outstanding under the Revolving Credit Facility. Long‑term variable‑rate borrowings under the Term Loan and the Revolving Credit Facility represented approximately ~~30%~~31% of our long‑term debt as of ~~September 30, 2019.~~March 31, 2020. During the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, the weighted average interest rates on our variable and fixed rate debt were ~~4.3%~~3.04% and ~~6.5%~~6.56%, respectively.

LIBOR is expected to be discontinued after 2021. The interest rate per annum applicable to loans under our Credit Facility is, at our option, either LIBOR plus a margin or a base rate plus a margin. The Credit Facility permits the administrative agent to select, in its reasonable discretion, an alternative base rate in the event that LIBOR is discontinued, but there can be no assurances as to what alternative base rates may be and whether such base rate will be more or less favorable than LIBOR and any other unforeseen impacts of the potential discontinuation of LIBOR. We intend to continue monitoring the developments with respect to the potential phasing out of LIBOR after 2021 and work with our lenders to ensure any transition away from LIBOR will have minimal impact on our financial condition, but can provide no assurances regarding the impact of the discontinuation of LIBOR.

~~The Company evaluates its~~We evaluate our 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~~We do 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, 2019.~~March 31, 2020.

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.

There were no changes in our internal control over financial reporting during the three months ended ~~September 30, 2019~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AsIn September and October of ~~November 6,~~ 2019, eight putative class action lawsuits ~~have been~~were filed against Eldorado and/or Caesars in connection with the Merger. The Company ~~has been~~was named as a party in three of such actions:~~Stein~~ Cazer v. Caesars Entertainment Corp., et al, Civil Action No. ~~1:19-cv-01656, United States~~A-19-801900-C, Eighth Judicial District Court ~~for the District of Delaware~~Clark County, Nevada (9/5/13/2019), ~~Romaniuk~~Gershman v. Caesars Entertainment Corp., et al, Civil Action No 1:~~19-cv-17871,~~19-cv-01720-UNA, United States District Court for the District of ~~New Jersey~~Delaware (9/~~11/~~12/2019), and ~~Biasi~~Palkon v. Caesars Entertainment Corp., et al, Civil Action No. 1:~~19-cv-08547,~~19-cv-01679-UNA, United States District Court for the ~~Southern~~ District of ~~New York~~Delaware (9/~~13/~~9/2019). In general, ~~the~~those complaints ~~assert~~asserted claims under sections 14(a), 20(a) and Rule 14a-9 of the Securities Exchange Act of 1934 challenging the adequacy of certain disclosures in the joint proxy statement/prospectus filed in connection with the Merger. In addition, one of the complaints ~~in which the Company has not been named a party,~~ alleges state law breach of fiduciary duty claims against the Caesars directors. ~~The complaints seek, among other relief,~~In March 2020, the Company and Caesars reached an ~~injunction preventing consummation~~agreement with the plaintiffs in those actions to settle those claims in exchange for payment of certain fees to attorneys for the ~~Merger, damages~~plaintiffs. As a result of that settlement, in ~~the event that the Merger is consummated and attorneys’ fees.~~ ~~The Company intends to vigorously defend itself against these claims.~~

On September 23, 2019, the Company and certain of its officers were named as defendants in a putative class action complaint filed in the United States District Court for the District of New Jersey and captioned as Elberts v. Eldorado Resorts, Inc., Case No. 2:19-cv-18230-SRC-CLW. The complaint ~~asserts~~asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 promulgated under the Securities Exchange Act of 1934. The complaint ~~alleges~~alleged that the Company made material misstatements and/or omissions during the period from March 1, 2019 through September 2, 2019. The allegations ~~relate~~related to disclosure concerning the subpoenas that certain of the Company’s directors and officers received from the SEC, which have been previously disclosed in the proxy statement/prospectus filed by the Company relating to the pending transaction with Caesars. The ~~complaint seeks unspecified damages~~SEC Investigation is ongoing. In March 2020, the lead plaintiff decided not to pursue the claims any longer. As a result, this action was voluntarily dismissed by the lead plaintiff on ~~behalf of all persons and entities who purchased the Company’s securities during the period from~~ March ~~1, 2019 through September 2, 2019. The Company intends to vigorously defend itself against these claims.~~17, 2020. This matter is now concluded.

Legal matters are discussed in greater detail in “Part I, Item 3. Legal Proceedings” and Note 17 to our Consolidated Financial statements included in our Annual Report on Form 10‑K for the year ended December 31, ~~2018.~~2019.

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, ~~2018.~~2019. There have been no material changes to those risk factors during the ~~nine~~three months ended ~~September 30, 2019,~~March 31, 2020, except for the following additional risk factors related to the ~~Merger.~~

~~The Merger Agreement subjects the Company to restrictions on its business activities during the pendency~~impact of COVID-19 and the Merger.

The ~~Merger Agreement subjects~~outbreak of COVID-19 has resulted in the ~~Company~~temporary closure of our casino properties and has caused an economic downturn, widespread unemployment and an adverse impact on consumer sentiment. Such negative impacts could continue for an extended period of time and may worsen.

On March 13, 2020, in response to the coronavirus pandemic the U.S. government declared a national state of emergency. In an effort to help control the spread of COVID-19, public health officials imposed or recommended various measures, including social distancing, quarantine and stay-at- home or shelter-in-place directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, and cancellation of events, including sporting events, concerts, conferences and meetings. As a result of orders issued by governmental authorities in the states in which our properties, all of our properties have been temporarily closed since March 18, 2020 and we furloughed approximately 90% of our employees beginning on April 11, 2020.

While the closure of our properties is expected to be temporary, we cannot estimate the impact of the COVID-19 pandemic on our future financial results or cash flows, in part due to our inability to reasonably estimate the duration of the closure of our properties and the range of factors that will influence our operations once our properties are permitted to re-open. Our future operations, financial results and cash flows will be impacted by a number of factors that we cannot predict and are beyond our control, including the duration and extent of shelter-in-place and social distancing measures and the impact of such measures on our ability to re-open and operate our casinos profitably. Government and health authorities may implement new or extend existing restrictions, impose restrictions on ~~its~~travel and business ~~activities~~operations and ~~obligates~~advise or require individuals to limit time spent outside of their homes, further delaying or interrupting our business. In addition, we anticipate that social distancing measures will result in new restrictions on our operations following the ~~Company~~time that our casinos re-open, which may result in reduced gaming operations arising from the reconfiguration of our gaming floor, limitations on the number of customers present in our facilities, implementation of additional health and safety measures, restrictions on hotel, food and beverage outlets and limits on concerts, conventions or special events that would otherwise attract customers to ~~generally operate its businesses~~our properties. In addition, future outbreaks of COVID-19 or other public health emergencies may result in the ~~ordinary course~~implementation of stay-at-home or additional social distancing and mitigation measures that could cause future closures of all or a portion of our properties and disruption to our business.

COVID-19 has materially adversely affected the economy and financial markets of the United States and the world and has resulted in widespread unemployment in the United States. Consumer demand for casino hotel and racetrack properties such as ours is particularly sensitive to downturns in the economy, unemployment and the associated impact on discretionary spending on leisure activities which bring demand for casino hotel properties such as ours. We anticipate that there may be a reduced consumer demand following the re-opening of our casinos due to reduced consumer confidence and consumer fear, which is expected to lead to lower occupancy rates, reduced visitation and additional disruptions in our casino business. The extent of changes in customer demand resulting from the economic downturn, widespread unemployment, reduced consumer confidence and consumer fears on our properties cannot reasonably be determined, but the impact of such factors may be significant and protracted.

As a result of the foregoing, we cannot predict the ultimate scope, duration and impact of the COVID-19 pandemic, but we expect that it will continue to have a material impact on our business, financial condition, liquidity, results of operations (including revenues and profitability) and stock price for an extended period of time. The impact of the COVID-19 pandemic may also have the effect of exacerbating many of the other risks described in our Annual Report on Form 10-K for the year ended December 31, 2019.

We have undertaken aggressive actions to reduce costs and improve efficiencies to mitigate losses as a result of the COVID-19 pandemic, which could negatively impact guest loyalty and our ability to attract and retain employees.

As a result of the closure of all ~~material respects~~of our properties and the continued uncertainty regarding the duration and severity of this pandemic, we have taken steps to reduce operating costs and improve efficiencies, including furloughing approximately 90% our employees. Such steps, and further changes we may make in the future to reduce costs, may negatively impact guest loyalty or our ability to attract and retain employees, and our reputation may suffer as a result. For example, if our furloughed employees do not return to work with us when the COVID-19 pandemic subsides, including because they find new employment during the ~~pendency~~furlough, we may experience operational challenges that may impact our ability to resume operations in full. We may also face demands or requests from labor unions that represent our employees, whether in the course of our periodic renegotiation of our collective bargaining agreements, through effects bargaining relating to the shut down and/or re-opening of our operations, or otherwise, for additional compensation, healthcare benefits or other terms as a result of COVID-19 that could increase costs, and we could experience labor disputes or disruptions as we continue to implement our COVID-19 mitigation plans.

Our ability to remain in compliance with our covenants contained in the agreements governing our indebtedness and Master Lease, and our liquidity, may be negatively impacted by the COVID-19 pandemic, measures implemented to curtail its spread, and changes in the economy, discretionary spending and consumer confidence.

Our casino operations are a primary source of income and operating cash flows which we rely upon to remain in compliance with covenants contained in the agreements governing our outstanding indebtedness and the Master Lease. In an effort to mitigate the impacts of COVID-19 on our business and provide sufficient liquidity and capital resources during the period that our casinos are closed and thereafter, on March 16, 2020 we borrowed $465 million under our revolving credit facility, constituting substantially all of our remaining borrowing capacity under our revolving credit facility. As a result, as of March 31, 2020, we had an aggregate of $953.8 million of borrowings outstanding under our credit facility and $1,850.0 million in outstanding principal amount of senior notes. While we were in compliance with the covenants under our Master Lease and the agreements governing our outstanding indebtedness as of March 31, 2020, our ability to remain in compliance with the quarterly maintenance covenants contained in such agreements would be negatively impacted by a prolonged period of closure of our properties or if the COVID-19 pandemic, measures implemented to curtail its spread or changes in the economy, discretionary spending and consumer confidence have a protracted negative effect on our business. Failure to satisfy such quarterly maintenance covenants would require us to seek waivers or amendments of such covenants. If we are unable to obtain such waivers or amendments, our creditors and the lessor under the Master Lease would be entitled to exercise remedies under the documents governing such obligations, including acceleration of the Merger absent Caesars’ prior written consent. These restrictions could prevent the Company from pursuing attractive business opportunities or responding effectively to competitive pressures and industry developments that arise prior to the consummationoutstanding principal amount of ~~the Merger~~such indebtedness or termination of the ~~Merger Agreement~~Master Lease. In addition, while we believe that our cash on hand will be sufficient to provide liquidity to meet our obligations during the period that our properties remain closed, a protracted period of closure of our casinos could impact our ability to make required payments under our outstanding indebtedness, Master Lease or other obligations. Our ability to raise additional financing may be restricted by the covenants and ~~are outside~~restrictions contained in the ~~ordinary course of business. In particular,~~agreements governing our indebtedness and could be adversely affected by disruptions in the ~~Merger Agreement restricts~~financing markets and changes to the ~~Company from making certain acquisitions and dispositions and taking other specified actions absent Caesars’ prior written consent. If~~economy caused by the ~~Company is unable to take actions it believes are beneficial, such restrictions could have an adverse effect on the Company’s business, financial condition and results of operations.~~

~~Delay or failure to consummate the Merger would prevent the Company from realizing the anticipated benefits of the Merger and the Company would also remain liable for significant transaction costs.~~COVID-19 pandemic.

~~Any delay~~Delay in consummating the Merger has resulted in an increase in the Merger Consideration. The disruption caused by the COVID-19 pandemic may ~~increase~~cause further delay that increases costs associated with the ~~cash portion~~Merger.

Pursuant to the terms of the Merger Consideration and adversely impact the combined company’s ability to realize synergies and other benefits that are anticipated if the Merger is consummated within the expected timeframe. In particular, if the applicable closing conditions set forth in the Merger Agreement, ~~are not satisfiedby March 25, 2020,~~ the amount of cash payable by the Company as Merger Consideration per share of Caesars common stock began to increase on by $0.003333 daily beginning on March 25, 2020 and will increase by ~~$0.003333 for each day (provided that~~ such amount will not be payable if the waiting period under the HSR Act has expired or been terminated but (to the extent required) the consents of the holders of Caesar’s 5.00% convertible senior notes due 2024 have not been obtained) from March 25, 2020 until the closing date of the Merger. ~~In addition, the market price of the Company’s common stock may reflect various market assumptions as to whether and when~~As a result, delay in consummating the Merger, ~~will be consummated. Consequently, the failure to consummate, or any~~including a delay in receipt of regulatory approvals resulting from disruption caused by the ~~consummation~~COVID-19 pandemic, will increase the cash portion of the Merger ~~could result in significant changes in~~Consideration. In addition, such delay may increase the ~~market price~~costs of the ~~Company’s common stock.~~ transaction.In ~~addition,~~particular, the Company has incurred and will continue to incur significant costs relating to the Merger, such as debt commitment, legal, accounting and financial advisor ~~and printing~~ fees, and, to the extent that the Debt Financing is incurred prior to consummation of the Merger, interest expense, in each case, that may increase in the event that the consummation of the Merger is delayed and will be payable in the event that the Merger is not consummated. ~~For example, pursuant to~~

The COVID-19 pandemic may exacerbate the ~~A&R Commitment Letter and~~risks associated with the related fee letters, if the Debt Financing does not close prior to January 31, 2020, then subject to certain conditions set forth in the A&R Commitment Letter and the related fee letters, the Commitment Parties have the right to require ERI (or an unrestricted subsidiary of ERI) to issue all orMerger.

As a ~~portion~~result of the ~~Debt Financing (other than the commitments for ERI’s new revolving credit facility or 364-day secured bridge facility) into escrow pending consummation~~COVID-19 pandemic, all Caesars’ properties have been temporarily closed and a significant majority of the Merger and satisfaction of the other closing conditions, or in certain circumstances, to allocate a portion of the Debt Financing to lenders, which would result in ERI incurring additional interest expense prior to consummation of the Merger. Moreover, if the Merger Agreement is terminated in certain circumstances, the Company will be obligated to pay a termination fee to Caesars of approximately $154.9 million, or in certain other circumstances, approximately $836.8 million. In addition, the Company will be obligated to reimburse Caesars’ expenses for an amount not to exceed $50.0 million if the Merger Agreement is terminated because of the failure to obtain the required approval of the Company’s stockholders. Further, in the event the MTA is terminated because the Merger Agreement is terminated, the Company is required to pay VICI a fee of $75.0 million pursuant to the terms of the MTA.

~~Whether or not the Merger is consummated, the pendency of the Merger could cause disruptions in the Company’s business, which could~~employees have been furloughed. COVID-19 has had an adverse ~~effect~~impact on ~~its~~Caesars’ business ~~financial condition and results of operations.~~

~~The pendency of the Merger could cause disruptions in the business of the Company, including the following:~~

~~If any of these disruptions were to occur, it could have an adverse effect on the Company’s business, financial condition and result of operation.~~

~~Obtaining required approvals and satisfying closing conditions may delay or prevent consummation of the Merger.~~

Consummation of the Merger is subject to various closing conditions, including, among others, (i) the expiration or termination of any applicable waiting period under the HSR Act and receipt of required gaming approvals, (ii) the absence of any governmental order or law prohibiting the consummation of the Merger, (iii) adoption of the Merger Agreement by holders of a majority of the outstanding shares of Caesars common stock entitled to vote, (iv) the approval by the Company’s stockholders of the issuance of shares of Company’s common stock in the Merger (the “Share Issuance”), (v) the effectiveness of the registration statement for the Company’s common stock to be issued in the Merger and the authorization for listing of those shares on the Nasdaq Stock Market, (vi) absence of a material adverse effect on the other party, (vii) the accuracy of the other party’s representations and warranties, subject to customary materiality standards, (viii) compliance of the other party with its respective covenants under the Merger Agreement in all material respects and (ix) conversion or certain amendments of, or another mutually agreed arrangement with respect to, Caesars’ 5.00% convertible senior notes due 2024.

If such conditions are not satisfied, the Merger will not be consummated unless such conditions are validly waived. Such conditions may jeopardize or delay consummation of the Merger or may reduce the anticipated benefits of the Merger. Further, no assurance can be given that the required approvals will be obtained or that the conditions to closing will be satisfied. Even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals or that they will satisfy the terms of the Merger Agreement. If the Merger is not consummated by June 24, 2020 (as may be extended to a date no later than December 24, 2020 upon satisfaction of certain conditions to extension set forth in the Merger Agreement), either the Company or Caesars may terminate the Merger Agreement.

The Merger is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on the Company or, if not obtained, could prevent consummation of the Merger or, in some circumstances, require the Company to pay Caesars a termination fee of approximately $836.8 million.

Consummation of the Merger is conditioned upon the receipt of certain governmental approvals, including, without limitation, antitrust and gaming regulatory approvals. Although each of the Company and Caesars has agreed to use its reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to consummating the Merger will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the consummation of the Merger or require changes to the terms of the Merger Agreement or other agreements to be entered into in connection with the Merger Agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the Merger or of imposing additional costs or limitations on the Company following consummation of the Merger, any of which might have an adverse effect on the Company’s business, financial condition and results of operations. ~~In addition, if~~We cannot predict the ~~Merger Agreement is terminated (i) due~~scope, duration and impact of COVID-19 on Caesars’ business or on the ability of the Company to ~~a law or order relating to gaming or antitrust laws that prohibits or permanently enjoins~~recognize the ~~consummation~~benefits of the Merger (ii) because the required regulatory approvals were not obtained prior to June 24, 2020 (as may be extended to a date no later than December 24, 2020 upon satisfaction of certain conditions to extension set forth in the Merger Agreement) or (iii) due to the Company willfully and materially breaching certain obligations with respect to the actions required to be taken by the Company to obtain required antitrust approvals, the Company will be required to pay Caesars a termination fee of approximately $836.8 million.

Moreover, the special meetings at which Caesars stockholders will vote on a proposal to adopt the Merger Agreement and the Company’s stockholders will vote on a proposal to approve the Share Issuance may take place before all governmental approvals have been obtained and, in cases where such approvals have not been obtained, before the terms of any conditions to obtain such approvalsbut we expect that may be imposed are known. As a result, if the requisite stockholder approvals are obtained at such meetings, the Company and Caesars may make decisions after the special meetings to waive a condition or approve certain actions required to obtain necessary approvals without seeking further stockholder approval. Such actions could have an adverse effect on the combined company’s business, financial condition and results of operations following the Merger.

Antitrust approvals that are required to consummate the Merger may not be received, may take longer than expected or may impose conditions, including the requirement to divest assets, that could have an adverse effect on the combined company following the Merger.

~~Under the provisions~~impact of the HSR Act, the Merger may not be consummated until filings are made with the Antitrust Division of the DOJ and the FTC and the expiration of a 30-calendar day waiting period, or the early termination of that waiting period, following the parties’ filings. ERI and Caesars filed their respective notification and report forms under the HSR Act on July 16, 2019. On August 15, 2019, ERI withdrew its notification and report form and re-filed the same on August 19, 2019, which began a new 30-day waiting period. On September 18, 2019, each of ERI and Caesars received a Request for Additional Information and Documentary Material (a “Second Request”) from the FTC in connection with the FTC’s review of the Merger, which extends the waiting period until 30 days after both parties have substantially complied with the Second Request, unless the FTC early terminates the additional waiting period or the parties otherwise agree not to consummate the Merger for a period of time after substantial compliance. ERI and Caesars are working with the FTC to complete its investigation as soon as practicable.

In addition, private parties who may be adversely affected by the Merger and individual states may bring legal actions under the antitrust laws in certain circumstances. Although the Company and Caesars believe the consummation of the Merger will not likely be prevented by antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if a challenge is made, what the result will be. Under the Merger Agreement, the Company and Caesars have agreed to use their reasonable best efforts to obtain all regulatory clearances necessary to consummate the Merger at the earliest practicable date.

In addition, in order to consummate the Merger, the Company and Caesars may be required to comply with conditions, terms, obligations or restrictions imposed by regulatory entities, including divestitures, and such conditions, terms, obligations or restrictionsCOVID-19 pandemic may have the effect of ~~delaying consummation~~exacerbating many of the Merger, imposing additional material costs on or materially limiting the revenue of the combined company after the consummation of the Merger, or otherwise reducing the anticipated benefits to the Company of the Merger. Such conditions, terms, obligations or restrictions may result in the delay or abandonment of the Merger.

~~Gaming regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.~~

Consummation of the Merger is conditioned on the receipt of approvals from a number of gaming regulatory authorities, including, among others, the Ak Chin Community Tribal Gaming Commission, the Arizona Department of Gaming, the Cherokee Tribal Gaming Commission, the Colorado Division of Gaming, the Illinois Gaming Board, the Indiana Gaming Commission, the Indiana Horse Racing Commission, the Iowa Racing and Gaming Commission, the Kentucky Horse Racing Commission, the Louisiana Gaming Control Board, the Louisiana State Racing Commission, the Maryland Lottery and Gaming Control Agency, the Mississippi Gaming Commission, the Missouri Gaming Commission, the National Indian Gaming Commission, the Nevada Gaming Commission, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Pennsylvania Gaming Control Board, the Pennsylvania State Horse Racing Commission, the Ohio Lottery Commission, the Gauteng Gambling Board (South Africa), the Alcohol and Gaming Commission of Ontario, the Ministry of Culture, Sports and Tourism (Korea) and the Gambling Commission (United Kingdom). In some instances, these approvals include findings of suitability for the Company’s officers and continuing members of the Company’s Board of Directors. These approvals and findings may not be received at all, may not be received in a timely fashion and/or may contain conditions on the consummation of the Merger. In addition, these regulatory bodies may impose conditions on the granting of such approvals and findings. Such conditions and the process of obtaining such regulatory approvals could have the effect of delaying consummation of the Merger or of imposing additional costs or limitations on the combined company following the Merger. In addition, to the extent any officer of the Company is found unsuitable, the Company would need to find a replacement, which may take time and could adversely impact the Company’s financial and operational performance, including the Company’s ability to successfully consummate the Merger and integrate Caesars into the Company. Any such finding of unsuitability by regulatory authorities and resulting resignation or removal of an officer of the Company could also impact the governance structure of the combined company following the Merger.

There can be no assurance that the Company will be able to secure the financing in connection with the Merger and the transactions contemplated by the Merger Agreement on acceptable terms, in a timely manner, or at all.

The Company intends to finance at least a portion of the cash required in connection with the Merger, including expenses in connection with the Merger, with the Debt Financing in accordance with the A&R Commitment Letter. The A&R Commitment Letter provides for funding to (i) the Company of (a) a $1,000.0 million senior secured revolving credit facility, (b) a $3,000.0 million senior secured term loan B facility, (c) a $3,600.0 million senior secured 364-day bridge facility and (d) a $1,800.0 million senior unsecured bridge loan facility and (ii) a subsidiary of Caesars a $2,400.0 million senior secured incremental term loan B facility. The senior secured 364-day bridge facility will only be funded in accordance with the A&R Commitment Letter to the extent that the net cash proceeds of certain asset sales and certain transactions contemplated with VICI as described in the next succeeding paragraph are not available on the closing date of the Merger to be applied to finance the Merger and expenses in connection therewith. In addition to the Debt Financing, the Company also recently entered into letter agreements with certain financial institutions which additional letter agreements provide (i) for commitments from such financial institutions to provide an increase to the senior secured term loan B facility being provided to the Company and additional revolving credit facility commitments for the Company and (ii) the engagement of such financial institutions to act as arrangers for additional debt financing, in each case, in the event the Company elects to refinance certain existing indebtedness of Caesars Resort Collection, LLC and its subsidiaries and for working capital and general corporate purposes upon the consummation of the Merger. Additionally, the Company may continue to evaluate alternative financing structures and amounts based on its needs and capital markets conditions. The proceeds of the Debt Financing may be used (A) to pay all or a portion of the cash portion of the Merger Consideration, (B) to refinance all of the Company’s existing syndicated bank credit facilities and outstanding senior notes, (C) to refinance certain of Caesars’ and its subsidiaries’ existing debt, (D) to pay transaction fees and expensesrisks related to the foregoing and/or (E) for working capital and general corporate purposes. The availability of the borrowings under the Debt Financing is subject to the satisfaction of certain customary conditions, including the substantially concurrent consummation of the Merger. In the event some or all of the financing contemplated by the Commitment Letter is not available, the Company is obligated to use its reasonable best efforts to obtain alternative financing from alternative institutionsMerger described in an amount at least equal to the amount of such unavailable portion of the financing contemplated by the A&R Commitment Letter and in an amount sufficient to enable the Company to consummate the Merger.

In connection with the execution of the Merger Agreement and the A&R Commitment Letter, the Company entered into the MTA with VICI. The Company intends to finance at least a portion of the cash required in connection with the Merger with the proceeds of transactions that are subject to the MTA, including approximately $1.8 billion of proceeds from the expected sale leaseback of certain properties expected to be acquired upon consummation of the Merger, including Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City (or, under certain circumstances, if necessary, certain replacement properties specified in the MTA), and approximately $1.4 billion of proceeds expected to be received in consideration of the amendment of certain existing leases between subsidiaries of Caesars and VICI. The consummation of the transactions contemplated by the MTA is subject to satisfaction of certain conditions, including execution of agreements, receipt of required regulatory approvals, the accuracy of the representations and warranties, compliance with covenants, delivery of certain closing deliverables and the absence of any governmental order or action seeking to prohibit the consummation of the transactions contemplated by the MTA. The Company is currently negotiating the sale leaseback documents, lease amendments and other agreements contemplated by the MTA and cannot assure you as to the timing or outcome of those negotiations with VICI. Although the Company expects the transactions contemplated by the MTA to be consummated substantially concurrently with the Merger, there can be no assurance as to the timing of the closing of such transactions or that the closings will occurour Annual Report on the terms set forth in the MTA or at all. In the event that the closings of some or all of the transactions contemplated by the MTA are delayed or do not occur, the Company may be required to incur the 364-day secured bridge facility under the Debt Financing or other additional indebtedness to pay the cash portion of the Merger Consideration, repay the Company’s and certain of Caesars’ and its subsidiaries’ outstanding debt and/or pay transaction fees and expenses related thereto, which could have an adverse impact on the business, financial condition and results of operations of the combined company following the Merger.

The consummation of the Merger is not conditioned on the Company’s ability to obtain financing or the consummation of the transactions contemplated by the MTA. If the Company is unable to obtain funding contemplated by the Commitment Letter from its financing sourcesForm 10-K for the cash required in connection with the Merger, the Company may be compelled to specifically perform its obligations to consummate the Merger or could otherwise be subject to claims under the Merger Agreement, each of which could have a material adverse effect on the Company.

~~Litigation challenging the Merger could delay or prevent the consummation of the Merger.~~

One of the conditions to the Merger is that no law, statute, rule, regulation, ordinance, code, ruling, subpoena, order, writ, injunction, decree, judgment, ruling, determination, directive, award or settlement issued by a governmental entity (including any gaming authority) shall have been adopted, promulgated or issued that would prohibit, restrain, enjoin or render unlawful the consummation of the Merger or the Share Issuance. As of November 6, 2019, eight complaints have been filed challenging the Merger. Seven of the complaints generally assert claims under Sections 14(a) and 20(a) of the Exchange Act challenging the adequacy of certain disclosures made in the version of this joint proxy statement/prospectus filed with the SEC on September 3,year ended December 31, 2019. Those complaints seek, among other relief, an injunction preventing consummation of the Merger, damages in the event that the Merger is consummated and attorneys’ fees. The eighth complaint, filed in Nevada state court, asserts claims for breach of fiduciary duty by, among other things, approving the Merger at an unfair price and disseminating materially misleading information in connection with the Merger. There can be no assurance that additional claims will not be filed by stockholders of the Company or Caesars seeking damages relating to, or otherwise challenging, the Merger. If the plaintiffs in any such action secure injunctive or other relief prohibiting, delaying or otherwise adversely affecting the Company’s and Caesars’ ability to consummate the Merger, then such injunctive or other relief may prevent the Merger from becoming effective within the expected time frame or at all. If consummation of the Merger is prevented or delayed, it could result in substantial costs to the Company. In addition, whether or not any plaintiff’s claim is successful, the Company could incur significant costs in connection with any such litigation, including costs associated with the indemnification of the Company’s and Caesars’ directors and officers, and the attention and resources of the respective management of ERI and Caesars could be diverted from the consummation of the Merger and ongoing business activities, which could have an adverse effect on the Company’s business, financial condition and results of operations.

The Merger Agreement contains provisions that limit the Company’s ability to pursue alternatives to the Merger, could discourage a potential competing acquiror of the Company from making a favorable alternative transaction proposal and, in specified circumstances, could require the Company to pay Caesars a termination fee.

The Merger Agreement contains certain provisions that restrict the Company’s ability to solicit, initiate, knowingly facilitate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a competing proposal, engage, continue or otherwise participate in any substantive discussions or negotiations regarding, or furnish any non-public information to any person in connection with or for the purpose of encouraging or facilitating, a competing proposal, subject to customary exceptions and limitations. In addition, Caesars generally has an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Company’s board of directors may change, qualify, withhold, withdraw or modify its recommendation that the Company’s stockholders approve the Share Issuance. Upon termination of the Merger Agreement in certain circumstances relating to changes in the recommendation of the Company’s board of directors in favor of the Share Issuance or entry by the Company into an alternative transaction, the Company will be required to pay a termination fee of approximately $154.9 million to Caesars, as well as reimburse Caesars’ expenses in an amount not to exceed $50.0 million if the Merger Agreement is terminated because of the Company’s failure to obtain the required approval of its stockholders (creditable against any termination fee that may subsequently be paid by the Company). In such a scenario, the Company may also be required to pay VICI a fee of $75.0 million pursuant to the terms of the MTA.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of the Company or pursuing an alternative transaction with the Company from considering or proposing such a transaction or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of the Company than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement that may become payable in certain circumstances.

~~If the Merger is not consummated, the price of the Company’s common stock and the Company’s future businesses and operations could be harmed.~~

~~If the Merger is not consummated, the Company will not have realized any of the potential benefits of the Merger having been consummated and may be subject to material risks, including:~~

The integration of the Company and Caesars following the Merger may present significant challenges. We cannot be sure that we will be able to realize the anticipated benefits of the Merger in the anticipated time frame or at all.

The Company’s ability to realize the anticipated benefits of the Merger will depend, to a large extent, on the Company’s ability to integrate Caesars’ businesses into the Company in the anticipated time frame or at all. The Company may face significant challenges in combining Caesars’ operations into its operations in a timely and efficient manner. The combination of two independent businesses is a complex, costly and time-consuming ~~process. As a result,~~process and we expect that the ~~Company~~impacts of COVID-19 will be required to devote significant management attention and resources to integrating the business practices and operations of Caesars into those of the Company. The integration process may disrupt the businesses and, if implemented ineffectively or inefficiently, would preclude realization of the full benefits expected bymake such combination more challenging. Further, the Company and Caesars. The failure to successfully integrate Caesars into the Company and to manage the challenges presented by the integration process successfully may result in an interruption of, or loss of momentum in, the business of the Company, which may have the effect of depressing the market price of the Company’s common stock following the Merger.

~~The Company may be unable to realize anticipated synergies or may incur additional costs.~~

The Company expects to realize cost synergies from combining administrative and other overlapping functions of Caesars and the Company, as well as revenue synergies. However, the Company will be required to incur costs, including severance and related expenses, to realize the anticipated synergies. In addition, the amount of synergies realized after consummation of the Merger may be reduced from anticipated levels as a result of cost reduction programs that have been implemented, or may be implemented, by Caesars prior to consummation of the Merger, including Caesars’ previously announced initiatives expected to result in cost savings of $50.0 million. While the Company’s management believes the combined company will benefit from synergies, the Company may be unable to realize all of these synergies within the time frame expected or at all. In addition, the Company may incur additional or unexpected costs in order to realize these synergies.

~~Unanticipated costs relating to the Merger could reduce the Company’s future earnings per share.~~

We believe that we have reasonably estimated the likely incremental costs of the combined operations of the Company and Caesars following the Merger. However, it is possible that unexpected transaction costs such as taxes, fees or professional expenses or unexpected future operating expenses such as unanticipated costs to integrate the two businesses or increased personnel costs, as well as other types of unanticipated adverse developments, could have an adverse effect on the business, financial condition and results of operations of the combined company following the Merger. In addition, if actual costs are materially different than expected costs, the Merger could have a significant dilutive effect on the Company’~~s earnings.~~

The Company will have a substantial amount of debt outstanding following the Merger and may incur additional indebtedness in the future, which could restrict the Company’s ability to pay dividends and fund working capital and planned capital expenditures.

The Company expects to enter into the Debt Financing in order to consummate the Merger and refinance the Company’s existing syndicated bank credit facilities and senior notes, and a portion of Caesars’ outstanding indebtedness will remain outstanding following the consummation of the Merger. As a result, the Companyits subsidiaries will have a significant amount of additional indebtedness outstanding following the consummation of the Merger. In addition, the Company expects to have the ability to incur additional debt under its anticipated $1.0 billion revolving credit facility and Caesars Resorts Collection, LLC’s existing $1.0 billion revolving credit facility. The Company also continually evaluates alternative financing structures and amounts based on its needs and capital markets conditions. The Company may be required to incur indebtedness under the 364-day secured bridge facility provided under the Debt Financing or other additional indebtedness to finance the Merger Consideration if the transactions contemplated by the MTA or the previously announced sales of certain of the Company’s properties are not consummated prior to or in connection with the consummation of the Merger. This amount of leverage could have important consequences, including:

~~Future interest expense will be significantly higher than historic interest expense as a result of higher levels of indebtedness incurred to consummate the Merger. The Company~~’s ability to make payments on its debt and potential to pay dividends on its common stock, which the Company has not historically done, will depend on its ability to generate cash in the future, which will depend on many factors beyond its control. The Company cannot assure you that:

If the Company cannot generate sufficient cash from its operations to meet its debt service obligations, it may need to reduce or delay capital expenditures, the development of its business generally and any acquisitions. If the Company becomes unable to meet its debt service and repayment obligations (or those of its subsidiaries following the Merger), it (or its applicable subsidiaries) would be in default under the terms of the applicable credit agreement or indenture, which would allow its lenders or noteholders to declare all outstanding indebtedness thereunder to be due and payable and terminate any commitments to lend thereunder. If the amounts outstanding under its (or its subsidiaries’) credit facilities or indentures were to be accelerated, the Company cannot assure you that its (or its subsidiaries’) assets would be sufficient to repay in full the money owed.

~~Following consummation of the~~ Merger and ~~the transactions contemplated by the MTA, the Company and its subsidiaries~~ will ~~be required to pay a~~have significant ~~portion of their cash flow from operations to third parties pursuant to leasing and related arrangements.~~

The Company and Caesars currently lease certain parcels of land on which several of their respective properties are located and, pursuant to the terms of MTA, are expected to enter into leases with VICI with respect to parcels of land on which Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City are located and will increase the lease rate on an existing lease agreement between a subsidiary of Caesars and VICI, which will require the Company’s subsidiaries that are parties to such leases to apply a significant amount of their cash flow to required rental payments. These leases also are expected to require certain levels of capital expenditures to be made on the properties leased under these leases on an ongoing basis. As a result of the obligationobligations to pay rent and make capital expenditures under ~~the new and existing leases, the ability of the combined company to fund~~ its operations or development projects, raise capital, make acquisitions and otherwise respond to competitive and economic changes may be adversely affected. For example, the obligations under these lease agreements may:

In addition, the annual rent escalations under these lease agreements will continue to apply regardless of the amount of cash flows generated by the properties that are subject to these lease agreements. Accordingly, if the cash flows generated by such properties decrease, or do not increase at the same rate as the rent escalations, the rents payable under these lease agreements could comprise a higher percentage of the cash flows generated by the applicable entity, which could exacerbate, perhaps materially, the issues described above. Any of the above listed factors could have an adverse effect on the combined company’s business, financial condition and results of operations.

Moreover, if the combined company were to default on any one or more of these lease agreements, the applicable lessors could terminate the affected leases and we could lose possession of the land leased under the affected leases and any improvements on that land, including the hotels and casinos. A termination of these lease agreements could result in a default under the Company’s (or its subsidiaries’) applicable credit agreements, which would allow its lenders to declare all outstanding borrowings to be due and payable and terminate any commitments thereunder, and could have a material adverse effect on the combined company’s business, financial condition and results of operations.

~~The guaranties to be entered into by the Company in connection with the existing and new~~ leases with ~~VICI will include covenants that may restrict the ability of the Company to pay dividends~~GPLI and ~~repurchase its shares following the Merger.~~

VICI. The Company will guaranty the obligations of its subsidiaries under the existing and new leases with VICI pursuant to which the Company’s subsidiaries will lease certain parcels of land on which several of their respective properties are located. These guaranties will include covenants, which, among other things, may restrict the ability of the Company to pay dividends or repurchase its shares if its market capitalization is less than $5.5 billion, and may restrict the ability of the Company to make non-cash dividends, in each case, following the Merger.

~~Delay or failure to consummate the sale of properties previously announced by the~~ Company may require the Company to incur additional debt to pay the cash portion of the Merger Consideration or to repay outstanding indebtedness of the Company or otherwise adversely impact the business, financial condition and results of operations of the combined company following the Merger.

On June 17, 2019, the Company entered into an agreement to sell Lady Luck Caruthersville, Isle Casino Cape Girardeau and Mountaineer Casino, Racetrack & Resort for aggregate consideration of $385.0 million, and on July 10, 2019, the Company entered into an agreement to sell Isle of Capri Casino Kansas City and Lady Luck Casino Vicksburg for aggregate consideration of $230.0 million, in each case subject to certain adjustments. The consummation of each transaction is subject to satisfaction of customary conditions, including receipt of required regulatory approvals, the accuracy of the parties’ representations and warranties, compliance with covenants, delivery of certain closing deliverables and the absence of any governmental order or action seeking to prohibit the consummation of the transaction. Although the Company expects such sale transactions to be consummated prior to consummation of the Merger, there can be no assurance as to the timing of the closing of such sales or that the closings will occur on the terms set forth in the purchase agreements relating to the sales, or at all. In the event that the closing of either sale is delayed or does not occur, the Company may be required to incur the 364-day secured bridge facility under the Debt Financing or other additional indebtedness to pay the cash portion of the Merger Consideration, to repay the Company’s and certain of Caesars’ and its subsidiaries ~~outstanding debt and/or~~expect to ~~pay transaction fees and expenses related thereto,~~satisfy such obligations with cash flows from operations, which ~~could adversely impact the business, financial condition and results of operations of the combined company following the Merger.~~

On September 26, 2019, ERI and VICI entered into the Real Estate Purchase Agreements for the sale of Harrah’s New Orleans, Harrah’s Laughlin and Harrah’s Atlantic City for aggregate consideration of approximately $1.8 billion, subject to satisfaction of customary conditions, including receipt of required regulatory approvals. In the event that the closing of any of the sales is delayed or does not occur within a certain timeframe, the Company may be ~~required to incur the 364-day secured bridge facility~~impacted by COVID-19, cash on hand, borrowings under ~~the Debt Financing or other~~committed credit facilities, additional ~~indebtedness to pay the cash portion of the Merger Consideration, to repay the Company’s~~financing and certain of Caesars’ and its subsidiaries outstanding debt and/or to pay transaction fees and expenses related thereto, which could adversely impact the business, financial condition and results of operations of the combined company following the Merger.proceeds from asset sales.

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.

Title of each class	Trading Symbol(s)	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, 2019~~March 31, 2020 (unaudited) and December 31, ~~2018~~2019	2
	Consolidated Statements of ~~Income~~Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	3
	Consolidated Statements of Comprehensive (Loss) Income for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	4
	Consolidated Statements of Stockholders’ Equity for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	5
	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	6
	Condensed Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4429
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6749
Item 4.	CONTROLS AND PROCEDURES	6849
PART II. OTHER INFORMATION		6950
Item 1.	LEGAL PROCEEDINGS	6950
Item 1A.	RISK FACTORS	6951
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7853
Item 3.	DEFAULTS UPON SENIOR SECURITIES	7853
Item 4.	MINE SAFETY DISCLOSURES	7853
Item 5.	OTHER INFORMATION	7853
Item 6.	EXHIBITS	7954
SIGNATURES		8055

~~Leases~~	~~Classification on the Balance Sheet~~	~~September 30, 2019~~
~~ASSETS~~
~~Operating lease ROU assets~~		$	~~245,344~~
~~Finance lease ROU assets~~	~~Property and equipment, net(1)~~	$	~~646,353~~
~~LIABILITIES~~
~~Current:~~
~~Operating~~		$	~~21,963~~
~~Finance~~	~~Current portion of long-term debt~~	$	~~133~~
~~Noncurrent:~~
~~Operating~~		$	~~229,297~~
~~Finance~~	~~Long-term financing obligation and debt~~	$	~~968,138~~

	~~September 30, 2019~~
~~Weighted Average Remaining Lease Term~~
~~Operating leases~~		~~34.1 years~~
~~Finance leases~~		~~34.0 years~~
~~Weighted Average Discount Rate~~
~~Operating leases(1)~~		~~7.2%~~
~~Finance leases~~		~~10.2%~~

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Operating lease cost:
Operating lease cost	$	7,674	$	22,729
Short-term and variable lease cost		1,573		5,211
Finance lease cost:
Interest expense on lease liabilities		24,696		73,931
Amortization of ROU assets		2,628		7,766
Total lease cost	$	36,571	$	109,637


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


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

Large accelerated filer	☒	Accelerated filer	☐
Non‑accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐


Segment	Property	Date Acquired	State
West	Eldorado Resort Casino Reno ("Eldorado Reno")	(a)	Nevada
	Silver Legacy Resort Casino ("Silver Legacy")	(a)	Nevada
	Circus Circus Reno ("Circus Reno")	(a)	Nevada
	MontBleu Casino Resort & Spa ("MontBleu")	October 1, 2018 (c)	Nevada
	Tropicana Laughlin Hotel & Casino ("Laughlin")	October 1, 2018	Nevada
	Isle Casino Hotel - Blackhawk ("Isle Black Hawk")	May 1, 2017	Colorado
	Lady Luck Casino - Black Hawk ("Lady Luck Black Hawk")	May 1, 2017	Colorado

Midwest (b)	Isle Casino Waterloo ("Waterloo")	May 1, 2017	Iowa
	Isle Casino Bettendorf ("Bettendorf")	May 1, 2017	Iowa
	Isle of Capri Casino Boonville ("Boonville")	May 1, 2017	~~Missouri~~
	~~Isle Casino Cape Girardeau ("Cape Girardeau")~~	~~May 1, 2017 (c)~~	~~Missouri~~
	~~Lady Luck Casino Caruthersville ("Caruthersville")~~	~~May 1, 2017 (c)~~	Missouri
	Isle of Capri Casino Kansas City ("Kansas City")	May 1, 2017 (c)	Missouri

South	Isle Casino Racing Pompano Park ("Pompano")	May 1, 2017	Florida
	Eldorado Resort Casino Shreveport ("Eldorado Shreveport")	(a) (c)	Louisiana
	Isle of Capri Casino Hotel Lake Charles ("Lake Charles")	May 1, 2017	Louisiana
	Belle of Baton Rouge Casino & Hotel ("Baton Rouge")	October 1, 2018	Louisiana
	Isle of Capri Casino Lula ("Lula")	May 1, 2017	Mississippi
	Lady Luck Casino Vicksburg ("Vicksburg")	May 1, 2017 (c)	Mississippi
	Trop Casino Greenville ("Greenville")	October 1, 2018	Mississippi

East (b)	Eldorado Gaming Scioto Downs ("Scioto Downs")	(a)	Ohio
	~~Mountaineer Casino, Racetrack & Resort ("Mountaineer")~~	~~(a) (c)~~	~~West Virginia~~
	Tropicana Casino and Resort, Atlantic City ("Trop AC")	October 1, 2018	New Jersey

Central	Grand Victoria Casino ("Elgin")	August 7, 2018	Illinois
	Lumière Place Casino ("Lumière")	October 1, 2018	Missouri
	Tropicana Evansville ("Evansville")	October 1, 2018	Indiana

	Classification on the	Three Months Ended		Three Months Ended
	Statement of Operations	March 31, 2020		March 31, 2019
Operating lease expense:
Operating lease expense	Operating expense	$	4,448	$	4,052
Short-term and variable lease expense	Operating expense		8,804		11,814
Finance lease expense:
Interest expense on lease liabilities	Interest expense, net		24,821		24,603
Amortization of ROU assets	Depreciation and amortization expense		4,089		2,511
Total lease expense		$	42,162	$	42,980

	~~Nine Months Ended~~
	~~September 30, 2019~~
~~Cash paid for amounts included in the measurement of lease liabilities:~~
~~Operating cash flows for operating leases~~	$	~~19,382~~
~~Operating cash flows for finance leases~~	$	~~65,785~~

	Operating Leases			Finance Leases
Year ending December 31,
2019 (excluding the nine months ended September 30, 2019)	$	8,462		$	22,314
2020		19,666			89,246
2021		20,786			90,463
2022		19,784			91,756
2023		19,823			92,990
Thereafter		821,046			3,506,672
Total future minimum lease payments		909,567			3,893,441
Less: amount representing interest		(658,307	)		(3,345,270	)
Present value of future minimum lease payments		251,260			548,171
Less: current lease obligations		(21,963	)		(133	)
Plus: residual values - GLPI		—			420,100
Long-term lease obligations	$	229,297		$	968,138

~~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~~	$	~~178,581~~
~~Property and equipment~~		~~436,416~~
~~Property subject to the financing obligation~~		~~957,300~~
~~Goodwill~~		~~211,232~~
~~Intangible assets (i)~~		~~247,976~~
~~Other noncurrent assets~~		~~54,570~~
~~Total assets~~		~~2,086,075~~
~~Current liabilities~~		~~(174,847~~	)
~~Financing obligation to GLPI~~		~~(957,300~~	)
~~Noncurrent liabilities~~		~~(26,595~~	)
~~Total liabilities~~		~~(1,158,742~~	)
~~Net assets acquired~~	$	~~927,333~~

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

~~Cash and cash equivalents~~	$	~~25,349~~
~~Property and equipment~~		~~60,792~~
~~Goodwill~~		~~59,774~~
~~Intangible assets (i)~~		~~205,296~~
~~Other noncurrent assets~~		~~915~~
~~Total assets~~		~~352,126~~
~~Current liabilities~~		~~(21,572~~	)
~~Noncurrent liabilities~~		~~(1,750~~	)
~~Total liabilities~~		~~(23,322~~	)
~~Net assets acquired~~	$	~~328,804~~

	~~Nine Months Ended~~
	~~September 30, 2018~~
~~Net operating revenues~~	$	~~2,063,604~~
~~Net income~~		~~78,730~~

	December 31, 2018
	Nemacolin		Presque Isle Downs		Total
Assets:
Accounts receivable, net	$	272	$	2,208	$	2,480
Inventories		79		1,607		1,686
Prepaid expenses and other		370		773		1,143
Property and equipment, net		1,784		70,134		71,918
Goodwill		—		3,122		3,122
Other intangibles, net		—		75,422		75,422
Assets held for sale	$	2,505	$	153,266	$	155,771

Liabilities:
Accounts payable	$	147	$	683	$	830
Accrued payroll and related		838		596		1,434
Accrued property and other taxes		552		71		623
Accrued other liabilities		1,628		3,659		5,287
Other long-term liabilities		105		—		105
Long-term obligation		2,412		—		2,412
Liabilities related to assets held for sale	$	5,682	$	5,009	$	10,691

	Three Months ended September 30, 2018							Nine Months ended September 30, 2018
	Presque Isle Downs			Nemacolin			Presque Isle Downs			Nemacolin
Net operating revenues	$	37,685		$	8,866		$		107,738	$	25,799
Net income (loss)		5,713			(2,745	)			11,909		(3,213	)

	Nine Months ended September 30, 2019
	Presque Isle Downs			Nemacolin
Net operating revenues	$	3,235		$	4,836
Net loss		(42	)		(754	)

	Three Months ended March 31, 2019
	Presque			Nemacolin
Net revenues	$	3,235		$	4,836
Net loss		(42	)		(754	)

	Goodwill			Accumulated Impairment			Goodwill, net

December 31, 2019	$	921,408		$	(11,691	)	$	909,717
Impairments		—			(99,530	)		(99,530	)
Assets held for sale (see Note 4)		(5	)		5			—
March 31, 2020	$	921,403		$	(111,216	)	$	810,187

	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
Unrealized loss		(412	)		(871	)
Fair value at September 30, 2019	$	42,925		$	7,903

	Nine Months Ended September 30,
	2019		2018
	(in thousands)
Capital Expenditures, Net
West	$	67,787	$	49,060
Midwest		11,175		14,516
South		15,035		12,307
East		28,280		8,953
Central		8,521		237
Corporate		4,218		4,009
Total	$	135,016	$	89,082

Balance Sheet	Eldorado Resorts, Inc. (Parent Obligor)		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
	(in thousands)
Current assets	$	78,612	$	864,016	$	20,911	$	—		$	963,539
Intercompany receivables		—		438,466		32,402		(470,868	)		—
Investment in and advances to unconsolidated affiliates		127,480		2,316		—		—			129,796
Investments in subsidiaries		3,847,795		—		—		(3,847,795	)		—
Property and equipment, net		17,544		2,616,883		684		—			2,635,111
Other assets		72,945		2,299,720		15,868		(35,738	)		2,352,795
Total assets	$	4,144,376	$	6,221,401	$	69,865	$	(4,354,401	)	$	6,081,241

Current liabilities	$	75,851	$	321,286	$	17,834	$	—		$	414,971
Intercompany payables		445,868		—		25,000		(470,868	)		—
Long-term financing obligation to GLPI		—		967,982		—		—			967,982
Long-term debt, less current maturities		2,329,800		621,155		—		—			2,950,955
Deferred income tax liabilities		—		260,449		166		(35,738	)		224,877
Other liabilities		166,080		229,598		—		—			395,678
Stockholders’ equity		1,126,777		3,820,931		26,865		(3,847,795	)		1,126,778
Total liabilities and stockholders’ equity	$	4,144,376	$	6,221,401	$	69,865	$	(4,354,401	)	$	6,081,241

	Balance sheet as of March 31,
	2020			2019
	(in thousands)
Total Assets
West	$	1,659,542		$	1,816,033
Midwest		1,119,005			1,157,882
South		1,129,003			1,161,622
East		1,573,068			1,590,364
Central		1,546,207			1,539,894
Corporate, Other and Eliminations		(1,135,653	)		(1,625,242	)
Total	$	5,891,172		$	5,640,553


~~Segment~~	~~Property~~	~~Date Acquired~~	~~State~~
~~West~~	~~Eldorado Resort Casino Reno ("Eldorado Reno")~~	~~(a)~~	~~Nevada~~
	~~Silver Legacy Resort Casino ("Silver Legacy")~~	~~(a)~~	~~Nevada~~
	~~Circus Circus Reno ("Circus Reno")~~	~~(a)~~	~~Nevada~~
	~~MontBleu Casino Resort & Spa ("MontBleu")~~	~~October 1, 2018~~	~~Nevada~~
	~~Tropicana Laughlin Hotel & Casino ("Laughlin")~~	~~October 1, 2018~~	~~Nevada~~
	~~Isle Casino Hotel - Blackhawk ("Isle Black Hawk")~~	~~May 1, 2017~~	~~Colorado~~
	~~Lady Luck Casino - Black Hawk ("Lady Luck Black Hawk")~~	~~May 1, 2017~~	~~Colorado~~

~~Midwest~~	~~Isle Casino Waterloo ("Waterloo")~~	~~May 1, 2017~~	~~Iowa~~
	~~Isle Casino Bettendorf ("Bettendorf")~~	~~May 1, 2017~~	~~Iowa~~
	~~Isle of Capri Casino Boonville ("Boonville")~~	~~May 1, 2017~~	~~Missouri~~
	~~Isle Casino Cape Girardeau ("Cape Girardeau")~~	~~May 1, 2017 (c)~~	~~Missouri~~
	~~Lady Luck Casino Caruthersville ("Caruthersville")~~	~~May 1, 2017 (c)~~	~~Missouri~~
	~~Isle of Capri Casino Kansas City ("Kansas City")~~	~~May 1, 2017 (c)~~	~~Missouri~~

~~South~~	~~Isle Casino Racing Pompano Park ("Pompano")~~	~~May 1, 2017~~	~~Florida~~
	~~Eldorado Resort Casino Shreveport ("Eldorado Shreveport")~~	~~(a)~~	~~Louisiana~~
	~~Isle of Capri Casino Hotel Lake Charles ("Lake Charles")~~	~~May 1, 2017~~	~~Louisiana~~
	~~Belle of Baton Rouge Casino & Hotel ("Baton Rouge")~~	~~October 1, 2018~~	~~Louisiana~~
	~~Isle of Capri Casino Lula ("Lula")~~	~~May 1, 2017~~	~~Mississippi~~
	~~Lady Luck Casino Vicksburg ("Vicksburg")~~	~~May 1, 2017 (c)~~	~~Mississippi~~
	~~Trop Casino Greenville ("Greenville")~~	~~October 1, 2018~~	~~Mississippi~~

~~East (b)~~	~~Eldorado Gaming Scioto Downs ("Scioto Downs")~~	~~(a)~~	~~Ohio~~
	~~Mountaineer Casino, Racetrack & Resort ("Mountaineer")~~	~~(a) (c)~~	West Virginia
	~~Tropicana Casino and Resort, Atlantic City ("Trop AC")~~	~~October 1, 2018~~	~~New Jersey~~

~~Central~~	~~Grand Victoria Casino ("Elgin")~~	~~August 7, 2018~~	~~Illinois~~
	~~Lumière Place Casino ("Lumière")~~	~~October 1, 2018~~	~~Missouri~~
	~~Tropicana Evansville ("Evansville")~~	~~October 1, 2018~~	~~Indiana~~

Balance Sheet	Obligor Group		Non-Obligors			Consolidating and Eliminating Entries			Eldorado Resorts, Inc. Consolidated
	(in thousands)
Current assets	$	1,220,065	$	22,341		$	—		$	1,242,406
Intercompany receivables (payables)	$	2,933	$	(2,933	)	$	—		$	—
Other non-current asset	$	8,361,398	$	13,836		$	(3,726,468	)	$	4,648,766
Current liabilities	$	758,331	$	12,677		$	—		$	771,008
Non-current liabilities	$	4,181,823	$	(1,868	)	$	—		$	4,179,955

Exhibit Number	Description of Exhibit	Method of Filing

~~2.1~~	~~Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s New Orleans; New Orleans, Louisiana)~~	~~Previously filed on Form 8-K filed on September 26, 2019.~~

~~2.2~~	Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Resort Atlantic City and Harrah’s Atlantic City Waterfront Conference Center; Atlantic City, New Jersey)	~~Previously filed on Form 8-K filed on September 26, 2019.~~

~~2.3~~	~~Purchase and Sale Agreement dated as of September 26, 2019 by and between Eldorado Resorts, Inc. and VICI Properties L.P. (Harrah’s Laughlin Hotel and Casino; Laughlin, Nevada)~~	~~Previously filed on Form 8-K filed on September 26, 2019.~~

2.4*	~~Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, by and among Caesars Entertainment Corporation, Eldorado Resorts, Inc. and Colt Merger Sub, Inc.~~	~~Previously filed on Form 8-K filed on August 16, 2019.~~

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 Thomas R. Reeg in accordance with 18 U.S.C. Section 1350	Filed herewith.

32.2	Certification of Bret Yunker in accordance with 18 U.S.C. Section 1350	Filed herewith.

101.1	Inline XBRL Instance Document	Filed herewith.

101.2	Inline XBRL Taxonomy Extension Schema Document	Filed herewith.

101.3	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.

101.4	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

101.5	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed herewith.

101.6	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	Filed herewith

*	Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Eldorado will furnish supplementally copies of omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

		ELDORADO RESORTS, INC.

Date: ~~November 6, 2019~~May 11, 2020		/s/ Thomas R. Reeg
		Thomas R. Reeg
		Chief Executive Officer (Principal Executive Officer)

Date: ~~November 6, 2019~~May 11, 2020		/s/ Bret Yunker
		Bret Yunker
		Chief Financial Officer (Principal Financial Officer)