Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | American Casino & Entertainment Properties LLC |
Entity Central Index Key | 1297735 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 0 |
Document Type | 10-Q |
Amendment Flag | FALSE |
Document Period End Date | 31-Mar-15 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $63,196 | $76,953 |
Investments - restricted | 211 | 211 |
Accounts receivable, net | 5,122 | 4,427 |
Other current assets | 12,125 | 12,578 |
Total Current Assets | 80,654 | 94,169 |
Property and equipment, net | 1,060,734 | 1,065,250 |
Debt issuance costs, net | 9,152 | 9,601 |
Intangible and other assets, net | 15,560 | 15,564 |
Total Assets | 1,166,100 | 1,184,584 |
Current Liabilities: | ||
Accounts payable | 4,546 | 5,270 |
Accrued expenses | 16,017 | 14,036 |
Accounts payable and accrued expenses - related party | 1 | 1 |
Accrued payroll and related expenses | 14,175 | 12,007 |
Current portion of long-term debt | 2,150 | 11,501 |
Total Current Liabilities | 36,889 | 42,815 |
Long-Term Liabilities: | ||
Long-term debt, net of unamortized discount | 286,949 | 313,252 |
Long-term debt - related party, net of unamortized discount | 7,658 | 2,346 |
Capital lease obligations, less current portion | 948 | 948 |
Total Long-Term Liabilities | 295,555 | 316,546 |
Total Liabilities | 332,444 | 359,361 |
Commitments and Contingencies | ||
Members' Equity: | ||
Members' Equity | 833,656 | 825,223 |
Total Members' Equity | 833,656 | 825,223 |
Total Liabilities and Members' Equity | $1,166,100 | $1,184,584 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Casino | $55,078 | $53,277 |
Hotel | 19,387 | 17,001 |
Food and beverage | 18,982 | 17,826 |
Tower, retail, entertainment and other | 8,195 | 7,891 |
Gross revenues | 101,642 | 95,995 |
Less promotional allowances | 7,272 | 6,984 |
Net revenues | 94,370 | 89,011 |
Costs And Expenses: | ||
Casino | 16,429 | 16,512 |
Hotel | 8,724 | 8,247 |
Food and beverage | 13,945 | 13,484 |
Other operating expenses | 2,824 | 2,993 |
Selling, general and administrative | 30,727 | 29,111 |
Depreciation and amortization | 7,343 | 7,351 |
Gain on disposal of assets | -36 | -18 |
Total costs and expenses | 79,956 | 77,680 |
Income From Operations | 14,414 | 11,331 |
Other Expense: | ||
Interest expense | -6,292 | -6,617 |
Interest expense - related party | -140 | -193 |
Total other expense | -6,432 | -6,810 |
Net Income | $7,982 | $4,521 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash Flows From Operating Activities: | ||
Net income | $7,982 | $4,521 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,343 | 7,351 |
Amortization of debt issuance and debt discount costs | 644 | 518 |
Gain on disposal of assets | -36 | -18 |
Share-based compensation expense | 451 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | -695 | -1,615 |
Other assets | 457 | -404 |
Accounts payable and accrued expenses | 4,425 | 3,347 |
Related party activity, net | 0 | 2 |
Net Cash Provided by Operating Activities | 20,571 | 13,702 |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment | -3,830 | -2,749 |
Proceeds from sale of property and equipment | 39 | 21 |
Net Cash Used in Investing Activities | -3,791 | -2,728 |
Cash Flows From Financing Activities: | ||
Deferred financing costs | 0 | -3,136 |
Payments on notes payable | -30,537 | -537 |
Payments on capital lease obligation | 0 | -78 |
Net Cash Used in Financing Activities | -30,537 | -3,751 |
Net increase (decrease) in cash and cash equivalents | -13,757 | 7,223 |
Cash and cash equivalents - beginning of period | 76,953 | 55,151 |
Cash and cash equivalents - end of period | 63,196 | 62,374 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest, net of amounts capitalized | 5,793 | 6,299 |
Supplemental Disclosures of Non-Cash Items: | ||
Accrued capital expenditures | $122 | $746 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF MEMBERS' EQUITY (USD $) | Total | Class A Equity [Member] | Class B Equity [Member] |
In Thousands, unless otherwise specified | |||
Balance at December 31, 2014 at Dec. 31, 2014 | $825,223 | $0 | $825,223 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income | 7,982 | 0 | 7,982 |
Share-based compensation | 451 | 0 | 451 |
Balance at March 31, 2015 at Mar. 31, 2015 | $833,656 | $0 | $833,656 |
The_Company
The Company | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company |
American Casino & Entertainment Properties LLC, or ACEP, was formed in Delaware on December 29, 2003. As used in this Quarterly Report on Form 10-Q, the terms “ACEP”, “company”, “we”, “our”, “ours”, and “us” refer to American Casino & Entertainment Properties LLC and its subsidiaries, unless the context suggests otherwise. ACEP owns and operates the Stratosphere Casino Hotel & Tower, or the Stratosphere, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in Las Vegas, Nevada, and the Aquarius Casino Resort, or the Aquarius, in Laughlin, Nevada. | |
On April 22, 2007, American Entertainment Properties Corp., or AEP, our former direct parent, entered into a Membership Interest Purchase Agreement, or the Agreement, with W2007/ACEP Holdings, LLC, or Holdings, an affiliate of Whitehall Street Real Estate Funds, or Whitehall, a series of real estate investment funds affiliated with Goldman, Sachs & Co., to sell all of our issued and outstanding membership interests to Holdings, for approximately $1.3 billion. Pursuant to the Assignment and Assumption Agreement, dated December 4, 2007, between Holdings and W2007/ACEP Managers Voteco, LLC, or Voteco, Holdings assigned all of its rights, obligations and interests under the Agreement to Voteco. Voteco’s acquisition of ACEP, or the Acquisition, closed at a purchase price of $1.2 billion on February 20, 2008. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying condensed consolidated financial statements included herein have been prepared by ACEP, without audit, in accordance with the accounting policies described in our 2014 audited consolidated financial statements and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments (consisting only of those of a normal recurring nature), which are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results to be expected for any future interim period or for the entire fiscal year. | |
These condensed consolidated financial statements should be read in conjunction with the notes to the 2014 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 26, 2015 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website at http://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website at http://www.acepllc.com. | |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of ACEP and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. | |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue arising from contracts with customers is recognized. Additionally, the new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. | |
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This update amends current guidance to require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and that existing guidance for performance conditions should be used to account for such awards. The amendments in this update will be effective for annual periods beginning after December 15, 2015, with early adoption permitted. This standard is not expected to have an impact on our consolidated financial statements. | |
In January 2015, FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items. This update eliminates the concept of extraordinary items from current guidance but will require an entity to present material transactions or events that are either unusual or infrequently occurring (or both) to be reported as a separate component of income from continuing operations, or alternatively disclosed in notes to financial statements. The amendments in the update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015, with early adoption permitted. This standard is not expected to have an impact on our consolidated financial statements. | |
In April 2015, FASB issued ASU No. 2015-03, Interest-Imputation of Interest. This update amends current guidance by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this update will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption will be permitted for financial statements that have not been previously issued. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions |
On August 14, 2009, we issued an aggregate principal amount of $375 million of 11% Senior Secured Notes. On July 3, 2013 and August 2, 2013 we redeemed the outstanding aggregate principal amount of the 11% Senior Secured Notes with proceeds from the incurrence of the First Lien Term Loans and Second Lien Term Loans. During the three months ended March 31, 2015 and March 31, 2014, we paid Goldman Sachs approximately $0 and $674,000, respectively, in fees associated with the repricing of the First Lien Facilities. | |
In addition during the three months ended March 31, 2015, we paid Goldman Sachs approximately $140,000 in interest on the First Lien Term Loans and Second Lien Term Loans, compared to approximately $193,000 during the three months ended March 31, 2014. As of March 31, 2015, Goldman Sachs owned approximately $856,000 of the First Lien Term Loans, $6.8 million of the Second Lien Term Loans and committed to provide up to $5 million of the Revolving Credit Facility. As of December 31, 2014, Goldman Sachs owned approximately $0 of the First Lien Term Loans, $2.3 million of the Second Lien Term Loans and committed to provide up to $5 million of the Revolving Credit Facility. As of March 31, 2015 and December 31, 2014, there were no amounts due to Goldman Sachs. | |
On October 3, 2008, we entered into a participation agreement with Nor1, Inc., or Nor1, to utilize their technology to help sell perishable suite and room inventories. Nor1 gives the guest who books on-line the opportunity to book a non-guaranteed suite or upgraded rooms at a discounted rate if such is available at check-in. If the suite or upgraded room is awarded, Nor1 is paid 25% of the upgrade fee. Goldman Sachs owns less than 5% of Nor1. We expensed fees of approximately $3,000 and $7,000 for the three months ended March 31, 2015 and March 31, 2014, respectively. As of March 31, 2015 and December 31, 2014, we owed Nor1 approximately $1,000. | |
We follow a related party transaction approval policy for reviewing related party transactions. These procedures are intended to ensure that transactions with related parties are fair to us and in our best interests. If a proposed transaction appears to or does involve a related party, the transaction is presented to our audit committee for review. The audit committee is authorized to retain and pay such independent advisors as it deems necessary to properly evaluate the proposed transaction, including, without limitation, outside legal counsel and financial advisors to determine the fair value of the transaction. |
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Intangible Assets | Intangible Assets | |||||||
Pursuant to authoritative guidance, indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a fair-value-based test. | ||||||||
Our indefinite-lived intangible assets consist of trade names. Intangible assets are recorded at cost or at fair value on the date of acquisition. | ||||||||
As of March 31, 2015 and December 31, 2014, we had the following indefinite-lived intangible assets. | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Carrying | Carrying | |||||||
Amount | Amount | |||||||
(in thousands) | ||||||||
Non-amortizing intangible assets: | ||||||||
Trade Name | $ | 15,507 | $ | 15,507 | ||||
$ | 15,507 | $ | 15,507 | |||||
Debt
Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
Long-term debt and capital lease obligations consist of the following: | ||||||||
As of | As of | |||||||
March 31, 2015 | December 31, 2014 | |||||||
(In thousands) | ||||||||
First Lien Term Loans due July 3, 2019, interest at a 3.50% margin above LIBOR, with a 1.00% LIBOR floor | $ | 181,238 | $ | 211,775 | ||||
Second Lien Term Loans due January 3, 2020, interest at a 10.00% margin above LIBOR, with a 1.25% LIBOR floor | 120,000 | 120,000 | ||||||
First Lien Revolving Credit Facility | — | — | ||||||
Unamortized discount | (4,481 | ) | (4,676 | ) | ||||
Capital lease obligations | 948 | 948 | ||||||
Total long-term debt and capital lease obligations | 297,705 | 328,047 | ||||||
Current portion of long-term debt and capital lease obligations | (2,150 | ) | (11,501 | ) | ||||
Total long-term debt and capital lease obligations, net | $ | 295,555 | $ | 316,546 | ||||
On July 3, 2013, we called the 11% Senior Secured Notes and issued First Lien Facilities in an aggregate principal amount of $230 million and Second Lien Term Loans in an aggregate principal amount of $120 million. The First Lien Facilities consist of an aggregate amount of $215 million First Lien Term Loans and a $15 million Revolving Credit Facility. A portion of the proceeds of the First Lien Term Loans and Second Lien Term Loans were used together with cash on hand to purchase the outstanding 11% Senior Secured Notes that were tendered prior to July 3, 2013. The remaining proceeds were used to redeem the remaining outstanding 11% Senior Secured Notes on August 2, 2013. | ||||||||
First Lien Facilities | ||||||||
On July 3, 2013, the Company and certain of its subsidiaries, or the Guarantors, entered into a First Lien Credit and Guaranty Agreement, or First Lien Credit Agreement, with the First Lien Lenders, Deutsche Bank AG New York Branch, or DBNY, as administrative agent, collateral agent and documentation agent, and Goldman Sachs Lending Partners LLC, or Goldman Sachs LP, and Deutsche Bank Securities Inc., or DBSI, as joint lead arrangers, joint bookrunners and co-syndication agents. The Guarantors pledged as collateral all of the real, personal and mixed property, including equity interests, in which liens are purported to be granted pursuant to the collateral documents for the First Lien Facilities. Pursuant to the terms of the First Lien Credit Agreement, the First Lien Lenders provided the Company with senior secured loan facilities in an aggregate principal amount of $230 million, consisting of $215 million of senior secured term loans, or First Lien Term Loans, and a $15 million senior secured revolving credit facility, or Revolving Facility (the Revolving Facility together with the First Lien Term Loans, the “First Lien Facilities”). | ||||||||
The maturity date of the First Lien Term Loans is the earliest to occur of (i) July 3, 2019 and (ii) the acceleration of the First Lien Term Loans. The First Lien Term Loans bear interest either at a base rate plus 3.75% per annum or at the reserve-adjusted Eurodollar rate plus 4.75% per annum. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in one month, two month or three month periods or any other period acceptable to the administrative agent. As of March 31, 2015, all outstanding First Lien Term Loans are eurodollar loans. We may at the expiration of any interest period convert all or a portion of the First Lien Term Loans to Base Rate loans. The First Lien Term Loans are subject to scheduled principal payments on the last day of each calendar quarter on and after September 30, 2013 in an amount equal to 0.25% of the original principal balance. The First Lien Term Loans are also subject to annual principal payments equal to a percentage of excess of cash flow earned during a calendar year. In addition, we may at any time make voluntary principal prepayments to the First Lien Term Loans in amounts of $1 million or greater. | ||||||||
On February 24, 2014, we entered into an amendment of the First Lien Credit Agreement. Among other changes, the amendment reduced the interest rate on the Term Loans by 125 basis points per annum. Interest will accrue, at our election, (i) at the adjusted eurodollar rate plus 3.50% per annum or (ii) at the Base Rate plus 2.50% per annum. Additionally, the minimum adjusted eurodollar rate was reduced by 25 basis points from 1.25% per annum to 1.00% per annum. | ||||||||
On March 31, 2015 we made an "excess cash flow" principal payment for the 2014 fiscal year of approximately $9.4 million and a voluntary principal payment of $20.6 million to the First Lien Term Loans. | ||||||||
The maturity date of the Revolving Facility is the earliest to occur of (i) July 3, 2018 or (ii) the acceleration of the Revolving Facilities. The Revolving Facilities bear interest at a Base Rate plus an applicable margin that is 2.75%, 3.25% or 3.75% per annum (depending on the Company’s First Lien Leverage Ratio) or the reserve-adjusted eurodollar rate plus an applicable margin that is 3.75%, 4.25% or 4.75% per annum (depending on the Company’s First Lien Leverage Ratio). We will also pay a commitment fee equal to the applicable revolving commitment fee percentage times the average daily difference between the revolving commitments and the aggregate principal amount of any outstanding revolving loans. The applicable revolving commitment fee percentage is either 0.375% or 0.500% per annum (depending on the Company’s First Lien Leverage Ratio). Interest and commitment fees are computed on the basis of a 360-day year and the actual number of days between interest periods with interest and commitment fees payable in one month, two month or three month periods or any other period acceptable to the administrative agent. We may at the expiration of any interest period convert all or a portion of the Revolving Facility to Base Rate loans or eurodollar loans. We may at any time request voluntary commitment reductions to the Revolving Facility in amounts of $1 million or greater. | ||||||||
As of March 31, 2015 and December 31, 2014, there were no borrowings outstanding under the Revolving Facility. | ||||||||
Second Lien Term Loans | ||||||||
On July 3, 2013, the Company and the Guarantors entered into a Second Lien Credit and Guaranty Agreement, or Second Lien Credit Agreement, together with the First Lien Credit Agreement, the Credit Agreements, with the Second Lien Lenders, DBNY, as administrative agent, collateral agent and documentation agent, and Goldman Sachs LP and DBSI, as joint lead arrangers, joint bookrunners and co-syndication agents. The Guarantors pledged as collateral all of the real, personal and mixed property, including equity interests, in which liens are purported to be granted pursuant to the collateral documents for the Second Lien Term Loans. Pursuant to the terms of the Second Lien Credit Agreement, the Second Lien Lenders provided the Company with secured second lien term loans in the aggregate principal amount of $120 million, the Second Lien Term Loans. The maturity date of the Second Lien Term Loans is the earliest to occur of (i) January 3, 2020 or (ii) the acceleration of the Second Lien Term Loans. The Second Lien Term Loans bear interest either at a Base Rate plus 9.00% per annum or at the reserve-adjusted eurodollar rate plus 10.00% per annum. The minimum adjusted eurodollar rate for eurodollar rate loans is 1.25%. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in either one month, two month or three month periods or any other period acceptable to the administrative agent. As of March 31, 2015, all Second Lien Term Loans were eurodollar rate loans. We may at the expiration of any interest period convert all or a portion of the Second Lien Term Loans to Base Rate loans. | ||||||||
Both of our Credit Agreements includes a number of covenants that place restrictions on how we may operate our business, including, among others (i) restrictions on incurring other indebtedness and liens; (ii) leverage and financial maintenance covenants; and (iii) restrictions on capital expenditures, distributions, investments, acquisitions, significant asset disposals or making fundamental changes to our business. As of March 31, 2015, we were in compliance with the covenants under both of our Credit Agreements. |
Legal_Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings |
We are, from time to time, a party to various legal proceedings arising out of our businesses. We believe, however, there are no proceedings pending or threatened against us, which, if determined adversely, would have a material adverse effect upon our financial condition, results of operations or liquidity. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Share-Based Compensation | Share-Based Compensation | |||||||||||||
The company accounts for share-based compensation under ASC 718, Compensation-Stock Compensation. We recognized share-based compensation expenses of approximately $451,000 for the three months ended March 31, 2015, compared to $0 for the three months ended March 31, 2014. These amounts are included in selling, general and administrative expenses in our consolidated statements of operations. | ||||||||||||||
There are 16,500,000 stock options and 2,500,000 restricted stock units, or RSUs, available for issuance under the W2007/ACEP Holdings, LLC 2013 Management Incentive Plan, or 2013 Plan, that was approved on March 26, 2014. On March 26, 2014, our Board of Directors approved the grant of 2,500,000 RSUs under the 2013 Plan to executive officers and certain key employees, effective April 1, 2014. RSUs only vest upon a qualifying event (generally an initial public offering, the sale or disposition of Holdings’ membership interests in the Company, or sale or other disposition of Holdings). Additionally on March 26, 2014, our Board of Directors approved the grant of 13,035,000 stock options to be measured and valued over the next three years in accordance with ASC 718, effective April 1, 2014. In 2014, the Company measured and expensed 6,517,500 stock options granted under the 2013 Plan that have already vested. The remaining stock options will be measured and expensed ratably over the next two years based on the establishment of performance and service conditions and will vest upon the achievement of such performance and service conditions. The stock options expire 10 years from the grant date. | ||||||||||||||
As of March 31, 2015, we have approximately $1.4 million of unrecognized incentive expense related to non-vested stock options that is expected to be recognized over a weighted-average period of approximately nine months. | ||||||||||||||
A summary of stock option activity for the three months ended March 31, 2015 is as follows: | ||||||||||||||
Options | Range of Exercise Prices | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life | |||||||||||
(in years) | ||||||||||||||
Outstanding at December 31, 2014 | 13,035,000 | $ | 1 | $ | 1 | 9 | ||||||||
Granted | — | — | — | — | ||||||||||
Exercised | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
Forfeited | — | — | — | — | ||||||||||
Outstanding at March 31, 2015 | 13,035,000 | $ | 1 | $ | 1 | 9 | ||||||||
Vested at March 31, 2015 | 6,517,500 | $ | 1 | $ | 1 | 9 | ||||||||
Exercisable at March 31, 2015 | 6,517,500 | $ | 1 | $ | 1 | 9 | ||||||||
The fair value of each stock option granted under the 2013 Plan is estimated on the date of the grant using the Black-Scholes-Merton option-pricing model. | ||||||||||||||
A summary of RSU activity for the three months ended March 31, 2015 is as follows: | ||||||||||||||
RSUs | Grant Date Fair Value per RSU | |||||||||||||
Outstanding at December 31, 2014 | 2,500,000 | $ | 0.96 | |||||||||||
Granted | — | — | ||||||||||||
Exercised | — | — | ||||||||||||
Canceled | — | — | ||||||||||||
Vested | — | — | ||||||||||||
Outstanding at March 31, 2015 | 2,500,000 | $ | 0.96 | |||||||||||
As of March 31, 2015, there was $2.4 million of total unrecognized compensation cost related to all unvested restricted stock awards. As of March 31, 2015 no shares were exercisable as the shares only vest upon the occurrence of a qualifying event. Compensation costs will be recognized when a qualifying event becomes probable. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying condensed consolidated financial statements included herein have been prepared by ACEP, without audit, in accordance with the accounting policies described in our 2014 audited consolidated financial statements and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments (consisting only of those of a normal recurring nature), which are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results to be expected for any future interim period or for the entire fiscal year. | |
These condensed consolidated financial statements should be read in conjunction with the notes to the 2014 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 26, 2015 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website at http://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website at http://www.acepllc.com. | |
Principles of Consolidation | Principles of Consolidation |
The condensed consolidated financial statements include the accounts of ACEP and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue arising from contracts with customers is recognized. Additionally, the new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. | |
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This update amends current guidance to require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and that existing guidance for performance conditions should be used to account for such awards. The amendments in this update will be effective for annual periods beginning after December 15, 2015, with early adoption permitted. This standard is not expected to have an impact on our consolidated financial statements. | |
In January 2015, FASB issued ASU No. 2015-01, Income Statement - Extraordinary and Unusual Items. This update eliminates the concept of extraordinary items from current guidance but will require an entity to present material transactions or events that are either unusual or infrequently occurring (or both) to be reported as a separate component of income from continuing operations, or alternatively disclosed in notes to financial statements. The amendments in the update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015, with early adoption permitted. This standard is not expected to have an impact on our consolidated financial statements. | |
In April 2015, FASB issued ASU No. 2015-03, Interest-Imputation of Interest. This update amends current guidance by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The amendments in this update will be effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption will be permitted for financial statements that have not been previously issued. The Company is currently assessing the impact that adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Intangible Assets | As of March 31, 2015 and December 31, 2014, we had the following indefinite-lived intangible assets. | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Carrying | Carrying | |||||||
Amount | Amount | |||||||
(in thousands) | ||||||||
Non-amortizing intangible assets: | ||||||||
Trade Name | $ | 15,507 | $ | 15,507 | ||||
$ | 15,507 | $ | 15,507 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt | Long-term debt and capital lease obligations consist of the following: | |||||||
As of | As of | |||||||
March 31, 2015 | December 31, 2014 | |||||||
(In thousands) | ||||||||
First Lien Term Loans due July 3, 2019, interest at a 3.50% margin above LIBOR, with a 1.00% LIBOR floor | $ | 181,238 | $ | 211,775 | ||||
Second Lien Term Loans due January 3, 2020, interest at a 10.00% margin above LIBOR, with a 1.25% LIBOR floor | 120,000 | 120,000 | ||||||
First Lien Revolving Credit Facility | — | — | ||||||
Unamortized discount | (4,481 | ) | (4,676 | ) | ||||
Capital lease obligations | 948 | 948 | ||||||
Total long-term debt and capital lease obligations | 297,705 | 328,047 | ||||||
Current portion of long-term debt and capital lease obligations | (2,150 | ) | (11,501 | ) | ||||
Total long-term debt and capital lease obligations, net | $ | 295,555 | $ | 316,546 | ||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of stock option activity | A summary of stock option activity for the three months ended March 31, 2015 is as follows: | |||||||||||||
Options | Range of Exercise Prices | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Life | |||||||||||
(in years) | ||||||||||||||
Outstanding at December 31, 2014 | 13,035,000 | $ | 1 | $ | 1 | 9 | ||||||||
Granted | — | — | — | — | ||||||||||
Exercised | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
Forfeited | — | — | — | — | ||||||||||
Outstanding at March 31, 2015 | 13,035,000 | $ | 1 | $ | 1 | 9 | ||||||||
Vested at March 31, 2015 | 6,517,500 | $ | 1 | $ | 1 | 9 | ||||||||
Exercisable at March 31, 2015 | 6,517,500 | $ | 1 | $ | 1 | 9 | ||||||||
Schedule of restricted stock units activity | A summary of RSU activity for the three months ended March 31, 2015 is as follows: | |||||||||||||
RSUs | Grant Date Fair Value per RSU | |||||||||||||
Outstanding at December 31, 2014 | 2,500,000 | $ | 0.96 | |||||||||||
Granted | — | — | ||||||||||||
Exercised | — | — | ||||||||||||
Canceled | — | — | ||||||||||||
Vested | — | — | ||||||||||||
Outstanding at March 31, 2015 | 2,500,000 | $ | 0.96 | |||||||||||
The_Company_Details_Textual
The Company (Details Textual) (USD $) | 0 Months Ended | |
In Billions, unless otherwise specified | Apr. 22, 2007 | Feb. 20, 2008 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Announced sale agreement price | $1.30 | |
Agreement purchase price | $1.20 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Oct. 03, 2008 | Aug. 14, 2009 | Dec. 31, 2014 | |
Senior Secured Notes 11 Percentage [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt face amount | $375,000,000 | ||||
Stated interest rate (percent) | 11.00% | ||||
Goldman Sachs [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt issuance cost | 0 | 674,000 | |||
Interest payment | 140,000 | 193,000 | |||
Due to related parties | 0 | 0 | |||
Goldman Sachs [Member] | First Lien Term Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 856,000 | 0 | |||
Goldman Sachs [Member] | Second Lien Term Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 6,800,000 | 2,300,000 | |||
Goldman Sachs [Member] | Revolving Facility [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity | 5,000,000 | 5,000,000 | |||
Nor1 [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 1,000 | 1,000 | |||
Upgrade fee (percent) | 25.00% | ||||
Ownership percentage (less than 5%) | 5.00% | ||||
Related party costs and expenses | $3,000 | $7,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Non-amortizing intangible assets: | ||
Net carrying amount | $15,507 | $15,507 |
Trade Names [Member] | ||
Non-amortizing intangible assets: | ||
Net carrying amount | $15,507 | $15,507 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Unamortized discount | -4,481 | -4,676 |
Capital lease obligations | 948 | 948 |
Total long-term debt and capital lease obligations | 297,705 | 328,047 |
Current portion of long-term debt and capital lease obligations | -2,150 | -11,501 |
Total long-term debt and capital lease obligations, net | 295,555 | 316,546 |
First Lien Term Loans [Member] | Secured Debt [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total long-term debt and capital lease obligations | 181,238 | 211,775 |
Second Lien Term Loans [Member] | Secured Debt [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total long-term debt and capital lease obligations | 120,000 | 120,000 |
First Lien Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total long-term debt and capital lease obligations | 0 | 0 |
London Interbank Offered Rate (LIBOR) [Member] | First Lien Term Loans [Member] | Secured Debt [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Variable interest rate (percent) | 3.50% | 3.50% |
LIBOR Floor | 1.00% | 1.00% |
London Interbank Offered Rate (LIBOR) [Member] | Second Lien Term Loans [Member] | Secured Debt [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Variable interest rate (percent) | 10.00% | 10.00% |
LIBOR Floor | 1.25% | 1.25% |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Jul. 03, 2013 | Mar. 31, 2015 | Mar. 31, 2015 | Feb. 24, 2014 | Feb. 23, 2014 | Dec. 31, 2014 | Aug. 14, 2009 | |
Revolving Facility [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Debt face amount | $15,000,000 | ||||||
First Lien Facilities [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Debt face amount | 230,000,000 | ||||||
Second Lien Term Loans [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Debt face amount | 120,000,000 | ||||||
Maturity date | 3-Jan-20 | ||||||
Second Lien Term Loans [Member] | Eurodollar [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate (percent) | 10.00% | ||||||
Minimum variable interest rate | 1.25% | ||||||
Second Lien Term Loans [Member] | Base Rate [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate (percent) | 9.00% | ||||||
First Lien Term Loans [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Excess cash flow principal payment | 9,400,000 | ||||||
Voluntary principal payment | 20,600,000 | ||||||
First Lien Term Loans [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Debt face amount | 215,000,000 | ||||||
Maturity date | 3-Jul-19 | ||||||
Scheduled principal payments based on original principal balance (percent) | 0.25% | ||||||
Voluntary principal prepayments, minimum | 1,000,000 | ||||||
First Lien Term Loans [Member] | Eurodollar [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate (percent) | 4.75% | ||||||
First Lien Term Loans [Member] | Base Rate [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate (percent) | 3.75% | ||||||
First Lien Revolving Credit Facility [Member] | Revolving Facility [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Debt face amount | 15,000,000 | ||||||
Maturity date | 3-Jul-18 | ||||||
Commitment fee based on agreement terms, option one (percent) | 0.38% | ||||||
Commitment fee based on agreement terms, option two (percent) | 0.50% | ||||||
Voluntary commitment reductions to revolving facility | 1,000,000 | ||||||
Outstanding borrowings | $0 | $0 | $0 | ||||
First Lien Revolving Credit Facility [Member] | Eurodollar [Member] | Revolving Facility [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate based on agreement terms, option one (percent) | 3.75% | ||||||
Variable interest rate based on agreement terms, option two (percent) | 4.25% | ||||||
Variable interest rate based on agreement terms, option three (percent) | 4.75% | ||||||
First Lien Revolving Credit Facility [Member] | Base Rate [Member] | Revolving Facility [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate based on agreement terms, option one (percent) | 2.75% | ||||||
Variable interest rate based on agreement terms, option two (percent) | 3.25% | ||||||
Variable interest rate based on agreement terms, option three (percent) | 3.75% | ||||||
Senior Secured Notes 11% [Member] | Senior Notes [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Stated interest rate (percent) | 11.00% | ||||||
First Lien Credit Amendment [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Reduction to interest (percent) | -1.25% | ||||||
First Lien Credit Amendment [Member] | Eurodollar [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate (percent) | 3.50% | ||||||
First Lien Credit Amendment [Member] | Eurodollar [Member] | Minimum [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Reduction to interest (percent) | -0.25% | ||||||
Variable interest rate (percent) | 1.00% | 1.25% | |||||
First Lien Credit Amendment [Member] | Base Rate [Member] | Secured Debt [Member] | |||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||
Variable interest rate (percent) | 2.50% |
ShareBased_Compensation_Detail
Share-Based Compensation (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 26, 2014 | Dec. 31, 2014 | Apr. 01, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants during the period | 0 | ||||
Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Unrecognized incentive expense | 1,400,000 | ||||
Unrecognized incentive expense, period of recognition | 9 months | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs related to restricted stock awards | 2,400,000 | ||||
Number of exercisable restricted stock awards | 0 | ||||
Selling, General and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expenses | 451,000 | $0 | |||
W2007/ACEP Holdings, LLC 2013 Management Incentive Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for issuance | 16,500,000 | ||||
W2007/ACEP Holdings, LLC 2013 Management Incentive Plan [Member] | Executive Officers And Certain Key Employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants during the period | 13,035,000 | ||||
Number of shares vested during the period | 6,517,500 | ||||
W2007/ACEP Holdings, LLC 2013 Management Incentive Plan [Member] | Executive Officers And Certain Key Employees [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | 3 years | |||
W2007/ACEP Holdings, LLC 2013 Management Incentive Plan [Member] | Executive Officers And Certain Key Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for issuance | 2,500,000 | ||||
Grants during the period | 2,500,000 |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details Stock Option Activity) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Number of options | ||
Outstanding at December 31, 2014 | 13,035,000 | |
Granted | 0 | |
Exercised | 0 | |
Expired | 0 | |
Forfeited | 0 | |
Outstanding at March 31, 2015 | 13,035,000 | 13,035,000 |
Vested at March 31, 2015 | 6,517,500 | |
Exercisable at March 31, 2015 | 6,517,500 | |
Range of Exercise Prices (in dollars per share) | ||
Outstanding at December 31, 2014 | $1 | $1 |
Granted | $0 | |
Outstanding at March 31, 2015 | $1 | $1 |
Vested at March 31, 2015 | $1 | |
Exercisable at March 31, 2015 | $1 | |
Weighted average exercise price (in dollars per share) | ||
Outstanding at December 31, 2014 | $1 | |
Granted | $0 | |
Exercised | $0 | |
Expired | $0 | |
Forfeited | $0 | |
Outstanding at March 31, 2015 | $1 | $1 |
Vested at March 31, 2015 | $1 | |
Exercisable at March 31, 2015 | $1 | |
Weighted average remaining contractual life | ||
Outstanding at December 31, 2014 | 9 years | 9 years |
Outstanding at March 31, 2015 | 9 years | 9 years |
Vested at March 31, 2015 | 9 years | |
Exercisable at March 31, 2015 | 9 years |
ShareBased_Compensation_Detail2
Share-Based Compensation (Details Restricted Stock Units Activity) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock Units (RSUs) [Member] | |
Number of RSUs | |
Outstanding at December 31, 2014 | 2,500,000 |
Granted | 0 |
Exercised | 0 |
Canceled | 0 |
Vested | 0 |
Outstanding at March 31, 2015 | 2,500,000 |
Fair Value (in dollars per share) | |
Outstanding at December 31, 2014 | $0.96 |
Granted | $0 |
Outstanding at March 31, 2015 | $0.96 |