Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2016shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | American Casino & Entertainment Properties LLC |
Entity Central Index Key | 1,297,735 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 0 |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2016 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 62,674 | $ 71,763 |
Investments - restricted | 189 | 189 |
Accounts receivable, net | 5,207 | 5,205 |
Other current assets | 13,998 | 13,022 |
Total Current Assets | 82,068 | 90,179 |
Property and equipment, net | 1,053,942 | 1,053,810 |
Intangible and other assets | 15,597 | 15,637 |
Total Assets | 1,151,607 | 1,159,626 |
Current Liabilities: | ||
Accounts payable | 6,700 | 5,933 |
Accrued expenses | 17,641 | 16,556 |
Accounts payable and accrued expenses - related party | 19 | 8 |
Accrued payroll and related expenses | 12,837 | 13,329 |
Current portion of long-term debt | 2,950 | 2,950 |
Total Current Liabilities | 40,147 | 38,776 |
Long-Term Liabilities: | ||
Long-term debt, net of unamortized discount and issuance costs | 246,607 | 280,887 |
Long-term debt - related party, net of unamortized discount and issuance costs | 0 | 517 |
Capital lease obligations, less current portion | 948 | 948 |
Total Long-Term Liabilities | 247,555 | 282,352 |
Total Liabilities | 287,702 | 321,128 |
Commitments and Contingencies | ||
Members' Equity: | ||
Members' Equity | 863,905 | 838,498 |
Total Members' Equity | 863,905 | 838,498 |
Total Liabilities and Members' Equity | $ 1,151,607 | $ 1,159,626 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Casino | $ 52,417 | $ 51,580 | $ 108,026 | $ 106,658 |
Hotel | 23,007 | 21,998 | 44,629 | 41,385 |
Food and beverage | 21,133 | 20,100 | 41,043 | 39,082 |
Tower, retail, entertainment and other | 8,556 | 8,926 | 16,603 | 17,121 |
Gross revenues | 105,113 | 102,604 | 210,301 | 204,246 |
Less promotional allowances | 7,168 | 6,876 | 14,341 | 14,148 |
Net revenues | 97,945 | 95,728 | 195,960 | 190,098 |
Costs And Expenses: | ||||
Casino | 16,495 | 15,757 | 33,455 | 32,186 |
Hotel | 9,685 | 9,530 | 18,835 | 18,254 |
Food and beverage | 15,534 | 14,874 | 30,103 | 28,819 |
Other operating expenses | 2,524 | 2,799 | 5,080 | 5,623 |
Selling, general and administrative | 31,274 | 30,772 | 62,037 | 61,499 |
Depreciation and amortization | 6,747 | 7,376 | 13,366 | 14,719 |
Gain on disposal of assets | 0 | (32) | 0 | (68) |
Total costs and expenses | 82,259 | 81,076 | 162,876 | 161,032 |
Income From Operations | 15,686 | 14,652 | 33,084 | 29,066 |
Other Expense: | ||||
Loss on debt redemption | 0 | (1,128) | (1,053) | (1,128) |
Interest expense | (3,336) | (6,088) | (7,160) | (12,380) |
Interest expense - related party | (12) | (1) | (23) | (141) |
Total other expense | (3,348) | (7,217) | (8,236) | (13,649) |
Net Income | $ 12,338 | $ 7,435 | $ 24,848 | $ 15,417 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows From Operating Activities: | ||
Net income | $ 24,848 | $ 15,417 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 13,366 | 14,719 |
Amortization of debt issuance and debt discount costs | 625 | 1,207 |
Loss on debt redemption | 1,053 | 1,128 |
Gain on disposal of assets | 0 | (68) |
Share-based compensation expense | 559 | 601 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2) | (798) |
Other assets | (936) | 349 |
Accounts payable and accrued expenses | 2,324 | 1,666 |
Related party activity, net | 11 | 0 |
Net Cash Provided by Operating Activities | 41,848 | 34,221 |
Cash Flows From Investing Activities: | ||
Acquisition of property and equipment | (14,509) | (7,391) |
Proceeds from sale of property and equipment | 47 | 71 |
Net Cash Used in Investing Activities | (14,462) | (7,320) |
Cash Flows From Financing Activities: | ||
Payments on notes payable | (36,475) | (31,075) |
Net Cash Used in Financing Activities | (36,475) | (31,075) |
Net decrease in cash and cash equivalents | (9,089) | (4,174) |
Cash and cash equivalents - beginning of period | 71,763 | 76,953 |
Cash and cash equivalents - end of period | 62,674 | 72,779 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid during the period for interest, net of amounts capitalized | 6,561 | 11,302 |
Supplemental Disclosures of Non-Cash Items: | ||
Accrued capital expenditures | $ 365 | $ 588 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF MEMBERS' EQUITY - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Class A Equity [Member] | Class B Equity [Member] |
Balance at December 31, 2015 at Dec. 31, 2015 | $ 838,498 | $ 0 | $ 838,498 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Net income | 24,848 | 0 | 24,848 |
Share-based compensation | 559 | 0 | 559 |
Balance at June 30, 2016 at Jun. 30, 2016 | $ 863,905 | $ 0 | $ 863,905 |
The Company
The Company | 6 Months Ended |
Jun. 30, 2016 | |
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 | 6 Months Ended |
Jun. 30, 2016 | |
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 2015 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 2015 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2015 , filed with the SEC on March 23, 2016 (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, or FASB, issued Accounting Standards Update, or 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. In April 2016, FASB issued ASU No. 2016-10, Revenue from Contracts with Customers. This update provides clarification on two topics contained in ASU No. 2014-09 - identifying performance obligations and the licensing implementation guidance. The effective date for the amendments in this update is the same as ASU No. 2014-09. The Company is currently assessing the impact the adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In July 2015, FASB issued ASU No. 2015-11, Inventory . This amendment requires that inventory be measured at the lower of cost or net realizable value. This amendment applies to inventory measured using first-in, first-out or average cost methods but does not apply to inventory measured using last-in, first-out or the retail inventory method. The amendments in the update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the impact the adoption of this new accounting guidance will have on its consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases . It amends current guidance with the purpose of increasing transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of this new accounting guidance will have on its consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the three months ended June 30, 2016 , we paid Goldman Sachs approximately $12,000 in interest, compared to approximately $1,000 during the three months ended June 30, 2015 . During the six months ended June 30, 2016 , we paid Goldman Sachs approximately $23,000 in interest, compared to approximately $141,000 during the six months ended June 30, 2015 . As of June 30, 2016 , Goldman Sachs owned $0 of the 2015 Term Loans and committed to provide up to $7.5 million of the 2015 Revolving Facility. As of December 31, 2015 , Goldman Sachs owned approximately $517,000 of the 2015 Term Loans and committed to provide up to $7.5 million of the 2015 Revolving Credit Facility. As of June 30, 2016 and December 31, 2015 , there was no accrued interest due to Goldman Sachs. The Realty Management Division of Goldman Sachs, or Goldman Sachs RMD, provides various services to us such as environmental services and insurance brokerage. We expensed Goldman Sachs RMD fees of approximately $375,000 during the three months ended June 30, 2016 , compared to $376,000 for the three months ended June 30, 2015 . We expensed Goldman Sachs RMD fees of approximately $410,000 during the six months ended June 30, 2016 , compared to $376,000 for the six months ended June 30, 2015 . As of June 30, 2016 and December 31, 2015 , we owed Goldman Sachs RMD $0 . On February 24, 2015, we entered into an agreement with Travel Tripper LLC, or TTL, to utilize their technology for online hotel reservations. TTL is owned by an affiliate of Highgate (23%) and an employee of Highgate (40%) . We expensed fees of approximately $53,000 during the three months ended June 30, 2016 compared to $0 for the three months ended June 30, 2015 . We expensed fees of approximately $99,000 during the six months ended June 30, 2016 compared to $0 for the six months ended June 30, 2015 . As of June 30, 2016 and December 31, 2015 , we owed TTL approximately $18,000 and $1,000 , respectively. 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 $5,000 during the three months ended June 30, 2016 compared to $3,000 for the three months ended June 30, 2015 . We expensed fees of approximately $11,000 during the six months ended June 30, 2016 compared to $6,000 for the six months ended June 30, 2015 . As of June 30, 2016 and December 31, 2015 , we owed Nor1 approximately $1,000 and $7,000 , respectively. If a proposed transaction appears to or does involve a related person, the transaction is presented to our management for review. If management determines such transaction involves a related party or is unable to determine if a transaction is with a related party it will be 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 , we had the following indefinite-lived intangible assets. June 30, 2016 December 31, 2015 Carrying Amount Carrying Amount (in thousands) Non-amortizing intangible assets: Trade Name $ 15,507 $ 15,507 $ 15,507 $ 15,507 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of the dates set forth below, long-term debt and capital lease obligations consisted of the following: As of As of (In thousands) 2015 Term Loans due July 7, 2022, interest at a 3.75% margin above reserve-adjusted eurodollar rate, with a 1.00% floor $ 257,050 $ 293,525 2015 Revolving Facility — — Unamortized discount and debt issuance costs (7,493 ) (9,171 ) Capital lease obligations 948 948 Total long-term debt and capital lease obligations 250,505 285,302 Current portion of long-term debt and capital lease obligations (2,950 ) (2,950 ) Total long-term debt and capital lease obligations, net $ 247,555 $ 282,352 2015 Term Loans and Revolving Facility On July 7, 2015, the Company and certain of its subsidiaries, or the Guarantors, entered into a Credit and Guaranty Agreement, or the Credit Agreement, with the lenders party thereto from time to time, or the Lenders, Deutsche Bank AG New York Branch, or DBNY, as administrative agent and collateral agent, 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, and DBSI as documentation agent. 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. Pursuant to the terms of the Credit Agreement, the Lenders provided the Company with senior secured loan facilities in an aggregate principal amount of $310 million , consisting of $295 million of senior secured term loans, or the 2015 Term Loans, and a $15 million revolving credit facility, or the 2015 Revolving Facility. The maturity date of the 2015 Term Loans is the earlier to occur of (i) July 7, 2022 and (ii) the acceleration of the Term Loans, and the maturity date of the 2015 Revolving Facility is the earlier to occur of (i) July 7, 2020 and (ii) the acceleration of the 2015 Revolving Facility. The proceeds of the 2015 Term Loans were used, together with cash on hand, to repay in full the Company’s existing debt under the 2013 Credit Agreements. The 2015 Term Loans bear interest either at a base rate plus 2.75% per annum or at the reserve-adjusted eurodollar rate plus 3.75% per annum. In the case of eurodollar rate loans, interest is computed on the basis of a 360-day year and the actual number of days between interest periods, with interest payable on the last day of each interest period of one month, two months, or three months, or, in the case of interest periods longer than three months, every three months. As of June 30, 2016 , all outstanding 2015 Term Loans are eurodollar loans. The 2015 Term Loans are subject to scheduled principal payments on the last day of each calendar quarter ending on and after December 31, 2015 in an amount equal to 0.25% of the original principal balance. The 2015 Term Loans are also subject to annual principal payments based on excess cash flow for the period of August 1, 2015 through December 31, 2015, and for all fiscal years ending on and after December 31, 2016 through the maturity date of the 2015 Term Loans. The percentage of excess cash flow required to be prepaid will vary based on the ratio of total indebtedness (net of unrestricted cash) to trailing four quarter adjusted EBITDA. In addition, we are entitled to, at any time, make voluntary principal prepayments to the 2015 Term Loans in amounts of $1 million or greater. On March 31, 2016 we made a voluntary principal payment of $35.0 million to the 2015 Term Loans. We also recognized a $1.1 million loss on debt redemption in connection with this principal payment. The 2015 Revolving Facilities bear interest at a base rate plus an applicable margin that is 1.25% , 1.75% or 2.25% per annum (depending on the Company’s First Lien Leverage Ratio) or the reserve-adjusted Eurodollar rate plus an applicable margin that is 2.25% , 2.75% or 3.25% per annum (depending on the Company’s First Lien Net Leverage Ratio). In the case of eurodollar rate revolving facilities, interest is computed on the basis of a 360-day year and the actual number of days between interest periods, with interest payable on the last day of each interest period of one month, two months, or three months, or, in the case of interest periods longer than three months, every three months. 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 0.250% or 0.375% per annum (depending on the Company’s First Lien Net Leverage Ratio). 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 June 30, 2016 and December 31, 2015 there were no borrowings outstanding under the 2015 Revolving Facility. The Credit Agreement 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) a springing financial maintenance covenant; and (iii) restrictions on distributions, investments, acquisitions, significant asset disposals or making fundamental changes to our business. As of June 30, 2016 we were in compliance with the covenants of the Credit Agreement. On March 31, 2015, in respect of the First Lien Term Loans, 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 . We also recognized a $1.1 million loss on debt redemption in connection with this principal payment. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2016 | |
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. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
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 $279,000 for the three months ended June 30, 2016 , compared to $150,000 for the three months ended June 30, 2015 . We recognized share-based compensation expenses of approximately $559,000 for the six months ended June 30, 2016 , compared to $601,000 for the six months ended June 30, 2015 . These amounts are included in selling, general and administrative expenses in our Condensed 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, 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. In 2015, the Company measured and expensed 3,258,750 stock options granted under the 2013 Plan that have already vested. The remaining stock options will be measured and expensed ratably over the next six months 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 June 30, 2016 , we have approximately $560,000 of unrecognized incentive expense related to non-vested stock options that is expected to be recognized over a weighted-average period of approximately six months . A summary of stock option activity for the six months ended June 30, 2016 is as follows: Options Exercise Price Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 13,035,000 $ 1.00 $ 1.00 8.25 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at June 30, 2016 13,035,000 $ 1.00 $ 1.00 7.75 Vested at June 30, 2016 9,776,250 $ 1.00 $ 1.00 7.75 Exercisable at June 30, 2016 9,776,250 $ 1.00 $ 1.00 7.75 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 six months ended June 30, 2016 is as follows: RSUs Grant Date Fair Value per RSU Outstanding at December 31, 2015 2,500,000 $ 0.96 Granted — — Exercised — — Canceled — — Vested — — Outstanding at June 30, 2016 2,500,000 $ 0.96 As of June 30, 2016 , there was $2.4 million of total unrecognized compensation cost related to all unvested restricted stock awards. As of June 30, 2016 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) | 6 Months Ended |
Jun. 30, 2016 | |
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 2015 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 2015 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2015 , filed with the SEC on March 23, 2016 (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, or FASB, issued Accounting Standards Update, or 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. In April 2016, FASB issued ASU No. 2016-10, Revenue from Contracts with Customers. This update provides clarification on two topics contained in ASU No. 2014-09 - identifying performance obligations and the licensing implementation guidance. The effective date for the amendments in this update is the same as ASU No. 2014-09. The Company is currently assessing the impact the adoption of this new accounting guidance will have on its consolidated financial statements and footnote disclosures. In July 2015, FASB issued ASU No. 2015-11, Inventory . This amendment requires that inventory be measured at the lower of cost or net realizable value. This amendment applies to inventory measured using first-in, first-out or average cost methods but does not apply to inventory measured using last-in, first-out or the retail inventory method. The amendments in the update will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently assessing the impact the adoption of this new accounting guidance will have on its consolidated financial statements. In February 2016, FASB issued ASU No. 2016-02, Leases . It amends current guidance with the purpose of increasing transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact the adoption of this new accounting guidance will have on its consolidated financial statements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of June 30, 2016 and December 31, 2015 , we had the following indefinite-lived intangible assets. June 30, 2016 December 31, 2015 Carrying Amount Carrying Amount (in thousands) Non-amortizing intangible assets: Trade Name $ 15,507 $ 15,507 $ 15,507 $ 15,507 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of the dates set forth below, long-term debt and capital lease obligations consisted of the following: As of As of (In thousands) 2015 Term Loans due July 7, 2022, interest at a 3.75% margin above reserve-adjusted eurodollar rate, with a 1.00% floor $ 257,050 $ 293,525 2015 Revolving Facility — — Unamortized discount and debt issuance costs (7,493 ) (9,171 ) Capital lease obligations 948 948 Total long-term debt and capital lease obligations 250,505 285,302 Current portion of long-term debt and capital lease obligations (2,950 ) (2,950 ) Total long-term debt and capital lease obligations, net $ 247,555 $ 282,352 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option activity | A summary of stock option activity for the six months ended June 30, 2016 is as follows: Options Exercise Price Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 13,035,000 $ 1.00 $ 1.00 8.25 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at June 30, 2016 13,035,000 $ 1.00 $ 1.00 7.75 Vested at June 30, 2016 9,776,250 $ 1.00 $ 1.00 7.75 Exercisable at June 30, 2016 9,776,250 $ 1.00 $ 1.00 7.75 |
Schedule of restricted stock units activity | A summary of RSU activity for the six months ended June 30, 2016 is as follows: RSUs Grant Date Fair Value per RSU Outstanding at December 31, 2015 2,500,000 $ 0.96 Granted — — Exercised — — Canceled — — Vested — — Outstanding at June 30, 2016 2,500,000 $ 0.96 |
The Company (Details Textual)
The Company (Details Textual) - USD ($) $ in Billions | Apr. 22, 2007 | Feb. 20, 2008 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Announced sale agreement price | $ 1.3 | |
Agreement purchase price | $ 1.2 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Oct. 03, 2008 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jul. 07, 2015 |
2015 Term Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt face amount | $ 295,000,000 | ||||||
Goldman Sachs [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest payment | $ 12,000 | $ 1,000 | $ 23,000 | $ 141,000 | |||
Due to related parties | 0 | 0 | $ 0 | ||||
Goldman Sachs [Member] | 2015 Term Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | 0 | 0 | |||||
Goldman Sachs [Member] | First Lien Term Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | 517,000 | ||||||
Goldman Sachs [Member] | 2015 Revolving Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | 7,500,000 | 7,500,000 | 7,500,000 | ||||
Goldman_Sachs_RMD [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | 0 | 0 | 0 | ||||
Related party costs and expenses | 375,000 | 376,000 | 410,000 | 376,000 | |||
Travel_Tripper_LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | 18,000 | 18,000 | 1,000 | ||||
Related party costs and expenses | 53,000 | 0 | 99,000 | 0 | |||
Nor1 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | 1,000 | $ 1,000 | $ 7,000 | ||||
Upgrade fee (percent) | 25.00% | ||||||
Ownership percentage (less than 5%) | 5.00% | ||||||
Related party costs and expenses | $ 5,000 | $ 3,000 | $ 11,000 | $ 6,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
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 ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Unamortized discount and debt issuance costs | $ (7,493) | $ (9,171) |
Capital lease obligations | 948 | 948 |
Total long-term debt and capital lease obligations | 250,505 | 285,302 |
Current portion of long-term debt and capital lease obligations | (2,950) | (2,950) |
Total long-term debt and capital lease obligations, net | 247,555 | 282,352 |
Revolving Credit Facility [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total long-term debt and capital lease obligations | 0 | 0 |
2015 Term Loans [Member] | Secured Debt [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total long-term debt and capital lease obligations | $ 257,050 | $ 293,525 |
London Interbank Offered Rate (LIBOR) [Member] | 2015 Term Loans [Member] | Secured Debt [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Variable interest rate (percent) | 3.75% | 3.75% |
LIBOR Floor | 1.00% | 1.00% |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | Mar. 31, 2016 | Jul. 07, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Loss on debt redemption | $ 0 | $ (1,128,000) | $ (1,053,000) | $ (1,128,000) | |||||
Repayments of Debt | 36,475,000 | $ 31,075,000 | |||||||
Voluntary commitment reductions to revolving facility | $ 1,000,000 | ||||||||
2015 Revolving Facility [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt face amount | $ 15,000,000 | ||||||||
Revolving Facility [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Maturity date | Jul. 7, 2020 | ||||||||
Facilities [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt face amount | $ 310,000,000 | ||||||||
2015 Term Loans [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Debt face amount | $ 295,000,000 | ||||||||
Maturity date | Jul. 7, 2022 | ||||||||
2015 Term Loans [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Loss on debt redemption | $ 1,100,000 | ||||||||
Repayments of Debt | $ 35,000,000 | ||||||||
2015 Term Loans [Member] | Secured Debt [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Scheduled principal payments based on original principal balance (percent) | 0.25% | ||||||||
Voluntary principal prepayments, minimum | $ 1,000,000 | ||||||||
2015 Term Loans [Member] | Eurodollar [Member] | Secured Debt [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Variable interest rate (percent) | 3.75% | ||||||||
2015 Term Loans [Member] | Base Rate [Member] | Secured Debt [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Variable interest rate (percent) | 2.75% | ||||||||
2015 Revolving Facility [Member] | Revolving Facility [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Outstanding borrowings | $ 0 | $ 0 | $ 0 | ||||||
2015 Revolving 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) | 2.25% | ||||||||
Variable interest rate based on agreement terms, option two (percent) | 2.75% | ||||||||
Variable interest rate based on agreement terms, option three (percent) | 3.25% | ||||||||
2015 Revolving 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) | 1.25% | ||||||||
Variable interest rate based on agreement terms, option two (percent) | 1.75% | ||||||||
Variable interest rate based on agreement terms, option three (percent) | 2.25% | ||||||||
First Lien Term Loans [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Loss on debt redemption | $ 1,100,000 | ||||||||
Payments Of Debt, Based On Excess Cash Flow | $ 9,400,000 | ||||||||
Payments Of Debt, Voluntary Principal Payment | $ 20,600,000 | ||||||||
Minimum [Member] | 2015 Revolving Facility [Member] | Revolving Facility [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||||||
Maximum [Member] | 2015 Revolving Facility [Member] | Revolving Facility [Member] | |||||||||
Schedule of Capitalization, Long-term Debt [Line Items] | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% |
Share-Based Compensation (Detai
Share-Based Compensation (Details Textual) - USD ($) $ in Thousands | Apr. 01, 2014 | Mar. 26, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 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 | $ 560 | $ 560 | |||||
Unrecognized incentive expense, period of recognition | 6 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 | $ 2,400 | |||||
Number of exercisable restricted stock awards | 0 | 0 | |||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expenses | $ 279 | $ 150 | $ 559 | $ 601 | |||
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 | 3,258,750 | 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 | 3 years | 6 months | |||||
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 |
Share-Based Compensation (Det23
Share-Based Compensation (Details Stock Option Activity) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of options | ||
Outstanding at December 31, 2015 | 13,035,000 | |
Granted | 0 | |
Exercised | 0 | |
Expired | 0 | |
Forfeited | 0 | |
Outstanding at June 30, 2016 | 13,035,000 | 13,035,000 |
Vested at June 30, 2016 | 9,776,250 | |
Exercisable at June 30, 2016 | 9,776,250 | |
Range of Exercise Prices (in dollars per share) | ||
Outstanding at December 31, 2015 | $ 1 | $ 1 |
Granted | 0 | |
Outstanding at June 30, 2016 | 1 | 1 |
Vested at June 30, 2016 | 1 | |
Exercisable at June 30, 2016 | 1 | |
Weighted average exercise price (in dollars per share) | ||
Outstanding at December 31, 2015 | 1 | |
Granted | 0 | |
Exercised | 0 | |
Expired | 0 | |
Forfeited | 0 | |
Outstanding at June 30, 2016 | 1 | $ 1 |
Vested at June 30, 2016 | 1 | |
Exercisable at June 30, 2016 | $ 1 | |
Weighted average remaining contractual life | ||
Outstanding at December 31, 2015 | 7 years 9 months | 8 years 3 months |
Outstanding at June 30, 2016 | 7 years 9 months | 8 years 3 months |
Vested at June 30, 2016 | 7 years 9 months | |
Exercisable at June 30, 2016 | 7 years 9 months |
Share-Based Compensation (Det24
Share-Based Compensation (Details Restricted Stock Units Activity) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of RSUs | |
Outstanding at December 31, 2015 | 2,500,000 |
Granted | 0 |
Exercised | 0 |
Canceled | 0 |
Vested | 0 |
Outstanding at June 30, 2016 | 2,500,000 |
Fair Value (in dollars per share) | |
Outstanding at December 31, 2015 | $ / shares | $ 0.96 |
Granted | $ / shares | 0 |
Outstanding at June 30, 2016 | $ / shares | $ 0.96 |