Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 06, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | Eldorado Resorts, Inc. | ||
Entity Central Index Key | 1590895 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $119,746,017 | ||
Entity Common Stock, Shares Outstanding | 46,426,714 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $87,604 | $29,813 |
Restricted cash | 5,734 | 305 |
Accounts receivable, net | 7,112 | 3,240 |
Due from affiliates | 362 | 430 |
Inventories | 7,234 | 3,109 |
Prepaid expenses and other | 9,447 | 2,532 |
Total current assets | 117,493 | 39,429 |
RESTRICTED CASH | 2,500 | 5,000 |
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 14,009 | 18,349 |
PROPERTY AND EQUIPMENT, NET | 456,139 | 180,342 |
GAMING LICENSES AND OTHER INTANGIBLES, NET | 491,913 | 20,574 |
NON-OPERATING REAL PROPERTY | 16,419 | |
GOODWILL | 66,826 | |
OTHER ASSETS, net | 10,031 | 6,488 |
Total assets | 1,175,330 | 270,182 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 2,500 | |
Current portion of capital lease obligations | 32 | 225 |
Accounts payable | 12,184 | 6,762 |
Interest payable | 27,469 | 633 |
Income taxes payable | 137 | |
Accrued gaming taxes and assessments | 12,998 | 2,447 |
Accrued payroll | 9,441 | 4,568 |
Accrued other liabilities | 26,788 | 7,764 |
Deferred income taxes | 2,608 | |
Due to affiliates | 187 | 248 |
Total current liabilities | 91,844 | 25,147 |
LONG-TERM DEBT, less current portion | 778,827 | 168,000 |
CAPITAL LEASE OBLIGATIONS, less current portion | 3 | 35 |
DEFERRED INCOME TAXES | 144,439 | |
OTHER LIABILITIES | 8,595 | 1,425 |
Total liabilities | 1,023,708 | 194,607 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, 100,000,000 shares authorized, 46,426,714 issued and outstanding, par value $0.00001 | ||
Paid-in capital | 165,857 | 73,803 |
Accumulated deficit | -14,425 | |
Accumulated other comprehensive income | 87 | 1,772 |
Stockholders' equity before non-controlling interest | 151,519 | 75,575 |
Non-controlling interest | 103 | |
Total stockholders' equity | 151,622 | 75,575 |
Total liabilities and stockholders' equity | $1,175,330 | $270,182 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 46,426,714 | 46,426,714 |
Common stock, shares outstanding | 46,447,432 | 46,447,432 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
REVENUES: | |||
Casino | $298,848,000 | $192,379,000 | $200,292,000 |
Pari-mutuel commissions | 1,986,000 | ||
Food and beverage | 68,233,000 | 60,556,000 | 59,317,000 |
Hotel | 28,007,000 | 26,934,000 | 26,203,000 |
Other | 13,198,000 | 10,384,000 | 10,458,000 |
Gross operating revenues | 410,272,000 | 290,253,000 | 296,270,000 |
Less: Promotional allowances | -48,449,000 | -43,067,000 | -41,530,000 |
Net operating revenues | 361,823,000 | 247,186,000 | 254,740,000 |
EXPENSES: | |||
Casino | 167,792,000 | 101,913,000 | 104,044,000 |
Pari-mutuel commissions | 2,411,000 | ||
Food and beverage | 37,411,000 | 28,982,000 | 29,095,000 |
Hotel | 8,536,000 | 7,891,000 | 8,020,000 |
Other | 9,348,000 | 7,290,000 | 7,279,000 |
Marketing and promotions | 21,982,000 | 17,740,000 | 18,724,000 |
General and administrative | 63,355,000 | 43,713,000 | 44,936,000 |
Depreciation and amortization | 28,643,000 | 17,031,000 | 17,651,000 |
Total operating expenses | 339,478,000 | 224,560,000 | 229,749,000 |
(Loss) gain on sale or disposition of property | -84,000 | -226,000 | -198,000 |
Acquisition charges | -7,411,000 | -3,173,000 | |
Equity in income of unconsolidated affiliates | 2,705,000 | 3,355,000 | -8,952,000 |
Operating income | 17,555,000 | 22,582,000 | 15,841,000 |
Other income (expense): | |||
Interest income | 18,000 | 16,000 | 14,000 |
Interest expense | -30,752,000 | -15,681,000 | -16,069,000 |
Gain on extinguishment of debt of unconsolidated affiliate | 11,980,000 | ||
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | 715,000 | ||
Loss on property donation | -755,000 | ||
Loss on early retirement of debt, net | 90,000 | 22,000 | |
Total other expense | -30,109,000 | -3,685,000 | -16,832,000 |
NET (LOSS) INCOME BEFORE INCOME TAXES | -12,554,000 | 18,897,000 | -991,000 |
PROVISION FOR INCOME TAXES | -1,768,000 | 0 | 0 |
NET (LOSS) INCOME | -14,322,000 | 18,897,000 | -991,000 |
NON-CONTROLLING INTEREST | -103,000 | ||
Net (Loss) Income attributable to ERI Inc | ($14,425,000) | $18,897,000 | ($991,000) |
Net (Loss) Income of Common Stock: | |||
Basic and diluted | ($0.48) | $0.81 | ($0.04) |
Weighted Average Number of Shares Outstanding: | |||
Basic and diluted | 29,901,405 | 23,311,492 | 23,311,492 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | |||
Net (Loss) Income | ($14,425) | $18,897 | ($991) |
Defined benefit pension plan: | |||
Defined benefit pension plan - amortization of net gain | 87 | ||
Minimum pension liability adjustment of unconsolidated affiliate | -1,772 | 1,772 | |
Other Comprehensive (Loss) Income | -1,685 | 1,772 | |
Comprehensive (Loss) Income, net of tax | ($16,110) | $20,669 | ($991) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | MTR Common Stock | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Accumulated Other Comprehensive Income | Total |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
BALANCE AT THE BEGINNING at Dec. 31, 2011 | $66,023,000 | $66,023,000 | ||||
Net (loss) income | -991,000 | -991,000 | ||||
Cash contributions | 106,000 | 106,000 | ||||
Cash distributions | -4,135,000 | -4,135,000 | ||||
Net (Loss) Income | -991,000 | |||||
BALANCE AT THE END at Dec. 31, 2012 | 61,003,000 | 61,003,000 | ||||
BALANCE AT THE END (in shares) at Dec. 31, 2012 | 23,311,492 | |||||
Net (loss) income | 18,897,000 | 18,897,000 | ||||
Other Comprehensive Income | 1,772,000 | |||||
Minimum pension liability adjustment of unconsolidated affiliate | 1,772,000 | 1,772,000 | ||||
Cash distributions | -6,097,000 | -6,097,000 | ||||
Net (Loss) Income | 18,897,000 | |||||
BALANCE AT THE END at Dec. 31, 2013 | 73,803,000 | 1,772,000 | 75,575,000 | |||
BALANCE AT THE END (in shares) at Dec. 31, 2013 | 23,311,492 | |||||
Net (loss) income | -14,425,000 | -14,425,000 | ||||
Other Comprehensive Income | -1,685,000 | |||||
Pension other comprehensive gain, net of tax of $50 | 87,000 | 87,000 | ||||
Minimum pension liability adjustment of unconsolidated affiliate | -1,772,000 | -1,772,000 | ||||
Noncash distribution of Tamarack investment | -5,479,000 | -5,479,000 | ||||
Cash distributions | -575,000 | -575,000 | ||||
MTR Gaming shares converted upon reverse merger | 98,011,000 | 98,011,000 | ||||
MTR Gaming shares converted upon reverse merger (in shares) | 23,100,140 | |||||
Escrow shares returned to authorized and unissued (in shares) | -25,290 | 25,290 | ||||
Net income (loss) attributable to noncontrolling interest | 103,000 | 103,000 | ||||
Net (Loss) Income | -14,322,000 | |||||
Exercise of stock options | 245,000 | 245,000 | ||||
Exercise of stock options (in shares) | 76,633 | |||||
Shares withheld related to net share settlement of stock awards | -148,000 | -148,000 | ||||
Shares withheld related to net share settlement of stock awards (in shares) | -36,261 | |||||
BALANCE AT THE END at Dec. 31, 2014 | $165,857,000 | ($14,425,000) | $103,000 | $87,000 | $151,622,000 | |
BALANCE AT THE END (in shares) at Dec. 31, 2014 | 46,426,714 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Tax | $50 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | ($14,425,000) | $18,897,000 | ($991,000) |
Net Income (Loss) after taxes before Income (Loss) attributable to Non Controlling Interest | -14,322,000 | 18,897,000 | -991,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 28,643,000 | 17,031,000 | 17,651,000 |
Amortization of debt issuance costs and premium | -2,261,000 | 854,000 | 1,006,000 |
Equity in income of unconsolidated affiliate | -2,705,000 | -3,355,000 | 8,952,000 |
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | -715,000 | ||
Loss on property donation | 755,000 | ||
Gain on extinguishment of debt of unconsolidated affiliate | -11,980,000 | ||
Loss on early retirement of debt, net | 90,000 | 22,000 | |
Gain (Loss )on early retirement of debt | 90,000 | 22,000 | |
Distributions from unconsolidated affiliate | 509,000 | 1,626,000 | 893,000 |
Change in fair value of acquisition related contingencies | 16,000 | ||
Loss (gain) on sale or disposition of property | 84,000 | 226,000 | 198,000 |
Provision for bad debts expense | 1,070,000 | 847,000 | 271,000 |
Provision for deferred income taxes | 1,583,000 | ||
Provision for deferred income taxes | 1,583,000 | ||
Change in operating assets and liabilities: | |||
Accounts receivable | 358,000 | -454,000 | -213,000 |
Inventories | -12,000 | -264,000 | 284,000 |
Prepaid expenses and other | 2,503,000 | -37,000 | -129,000 |
Accounts payable | 1,811,000 | 400,000 | -1,473,000 |
Interest payable | 18,063,000 | -62,000 | |
Income taxes payable | 137,000 | ||
Accrued and other liabilities and due to affiliates | -973,000 | -172,000 | 1,202,000 |
Net cash provided by operating activities | 33,879,000 | 23,619,000 | 28,366,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures, net of payables | -10,564,000 | -7,413,000 | -9,181,000 |
Investment in and loans to unconsolidated affiliate | 7,500,000 | ||
Cash acquired in acquisition, net of cash used to repurchase stock of $30 million | 48,110,000 | ||
Proceeds from sale of property and equipment | 3,000 | 19,000 | 10,000 |
Increase in restricted cash due to credit support deposit | 2,500,000 | -5,000,000 | |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 799,000 | ||
Increase in restricted cash | 2,273,000 | 83,000 | 62,000 |
Increase in other assets, net | -435,000 | -166,000 | -99,000 |
Net cash provided (used) in investing activities | 38,140,000 | -7,643,000 | -21,832,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments of long-term debt | -13,525,000 | -5,000,000 | -6,952,000 |
Principal payments on capital leases | -225,000 | -369,000 | -400,000 |
Cash contributions | 106,000 | ||
Cash distributions | -575,000 | -6,097,000 | -4,135,000 |
Proceeds from exercise of stock options | 245,000 | ||
Repurchase of stock | -148,000 | ||
Net cash used in financing activities | -14,228,000 | -11,466,000 | -11,381,000 |
INCREASE IN CASH AND CASH EQUIVALENTS | 57,791,000 | 4,510,000 | -4,847,000 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 29,813,000 | 25,303,000 | 30,150,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 87,604,000 | 29,813,000 | 25,303,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest paid | 14,848,000 | 14,827,000 | 15,125,000 |
Local income taxes paid | 360,000 | ||
Noncash distribution of Tamarack investment | 5,479,000 | ||
Payables for purchase of property and equipment | 3,890,000 | 397,000 | 418,000 |
Capital lease obligations settled through deposits | 68,000 | ||
Equipment acquired under capital leases | 95,000 | ||
Additional Paid-in Capital | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | 18,897,000 | -991,000 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash contributions | 106,000 | ||
Cash distributions | -575,000 | -6,097,000 | -4,135,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Noncash distribution of Tamarack investment | 5,479,000 | ||
Accumulated Deficit | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) income | ($14,425,000) |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation |
The accompanying consolidated financial statements include the accounts of Eldorado Resorts, Inc. ("ERI" or the "Company"), a Nevada corporation formed in September 2013, and its consolidated subsidiaries. As explained in greater detail in Note 3, ERI was formed in September 2013 to be the parent company following the merger of wholly owned subsidiaries of the Company into Eldorado HoldCo LLC ("HoldCo"), a Nevada limited liability company formed in 2009 that is the parent company of Eldorado Resorts LLC ("Resorts"), and MTR Gaming Group, Inc. ("MTR Gaming"), a Delaware corporation incorporated in 1988 (the "Merger"). Effective upon the consummation of the Merger on September 19, 2014 (the "Merger Date"), MTR Gaming and HoldCo each became a wholly owned subsidiary of ERI and, as a result of such transactions, Resorts became an indirect wholly owned subsidiary of ERI. The Merger has been accounted for as a reverse acquisition of MTR Gaming by HoldCo under accounting principles generally accepted in the United States ("US GAAP"). As a result, HoldCo is considered the acquirer of MTR Gaming for accounting purposes. The accompanying consolidated financial statements for periods prior to the Merger Date are those of HoldCo and its subsidiaries, and for periods subsequent to the Merger Date also include MTR Gaming and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. | |
Resorts owns and operates the Eldorado Hotel and Casino, a premier hotel, casino and entertainment facility centrally located in downtown Reno, Nevada (the "Eldorado Reno"), which opened for business in 1973. Resorts also owns Eldorado Resort Casino Shreveport ("Eldorado Shreveport"), a 403-room all suite art deco-style hotel and a tri-level riverboat dockside casino complex situated on the Red River in Shreveport, Louisiana, which commenced operations under its previous owners in December 2000. | |
Resorts also owns a 48.1% interest in the joint venture (the "Silver Legacy Joint Venture") which owns the Silver Legacy Resort Casino (the "Silver Legacy"), a major themed hotel and casino situated between and seamlessly connected at the mezzanine level to the Eldorado Reno and Circus Circus-Reno, a hotel and casino owned and operated by Galleon, Inc. ("Galleon"), an indirect, wholly owned subsidiary of MGM Resorts International. Galleon owns 50% of the interests of the Silver Legacy Joint Venture. Pursuant to a Retained Interest Agreement entered into in connection with the Merger (see Note 5), Resorts has the right to acquire the remaining 1.9% interest in the Silver Legacy from Eldorado Limited Liability Company ("ELLC"), a Nevada limited liability company that was a 96% owned subsidiary of Resorts prior to the Merger, on the terms and conditions described therein. | |
Resorts previously owned a 21.3% interest in Tamarack Crossing, LLC ("Tamarack"), a Nevada limited liability company that owned and operated Tamarack Junction, a casino in south Reno which commenced operations on September 4, 2001. On September 1, 2014, and as a condition to closing the Merger, Resorts distributed to HoldCo, and HoldCo subsequently distributed to its members on a pro rata basis Resorts' interest in Tamarack. No gain or loss was recognized in the accompanying consolidated financial statements as a result of such distribution because the distribution was in the amount of the book value of Tamarack and totaled $5.5 million. | |
MTR Gaming operates as a hospitality and gaming company with racetrack, gaming and hotel properties in West Virginia, Pennsylvania and Ohio. MTR Gaming, through its wholly owned subsidiaries, owns and operates Mountaineer Casino, Racetrack & Resort in Chester, West Virginia ("Mountaineer"), Presque Isle Downs & Casino in Erie, Pennsylvania ("Presque Isle Downs"), and Scioto Downs in Columbus, Ohio. Scioto Downs, through its subsidiary, RacelineBet, Inc., also operates Racelinebet.com, a national account wagering service that offers online and telephone wagering on horse races as a marketing affiliate of TwinSpires.com, an affiliate of Churchill Downs, Inc. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | |||||||||||||
Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company as described in Note 1. All significant intercompany transactions have been eliminated in consolidation. | ||||||||||||||
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into the Company's unaudited condensed consolidated financial statements include estimated useful lives for depreciable and amortizable assets, estimated allowance for doubtful accounts receivable, estimated cash flows in assessing the recoverability of long-lived assets, self-insurance reserves, players' club liabilities, contingencies and litigation, claims and assessments, and fair value measurements related to the Company's long-term debt. Actual results could differ from these estimates. | ||||||||||||||
Cash and Cash Equivalents. Cash and cash equivalents include all unrestricted, highly liquid investments purchased with a remaining maturity of 90 days or less. Cash and cash equivalents also includes cash maintained for gaming operations. | ||||||||||||||
Restricted Cash. Restricted cash includes unredeemed winning tickets from our racing operations, funds related to horsemen's fines and certain simulcasting funds that are restricted to payments for improving horsemen's facilities and racing purses at Scioto Downs, cash deposits that serve as collateral for letters of credit surety bonds and short-term certificates of deposit that serve as collateral for certain bonding requirements. The Company maintains renewable short-term certificates of deposit in the amount of $0.3 million. | ||||||||||||||
The Company also has a certificate of deposit which is used for security with the Nevada Department of Insurance for its self-insured workers compensation. The certificate of deposit matured on August 2, 2014 at which time it was renewed and increased in amount to $321,000 and the maturity date was extended to February 2, 2015. It was subsequently renewed and extended to August 5, 2015. | ||||||||||||||
Additionally, in connection with the Plan of Reorganization of the Silver Legacy Joint Venture (Note 5), each of Resorts and Galleon were required, among other things, to deposit $5.0 million of cash into a bank account as collateral in favor of the lender under the Silver Legacy Joint Venture credit agreement. In December 2014, the amount of cash deposited by Resorts and Galleon as collateral in favor of the lenders under the Silver Legacy Joint Venture credit agreement was reduced to $2.5 million. | ||||||||||||||
Accounts Receivable and Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues markers to approved casino customers following background checks and assessments of creditworthiness. Trade receivables, including casino and hotel receivables, are typically non-interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company's receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well a historical collection experience and current economic and business conditions. Management believes that as of December 31, 2014 and 2013, no significant concentrations of credit risk existed. | ||||||||||||||
Certain Concentrations of Risk. The Company's operations are in limited market areas. Therefore, the Company is subject to risks inherent within those markets. To the extent that new casinos enter into the markets or hotel room capacity is expanded, competition will increase. The Company may also be affected by economic conditions in the United States and globally affecting the markets or trends in visitation or spending in the markets in which it operates. We maintain cash balances at certain financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation. In addition, we maintain significant cash balances on hand at our gaming facilities. | ||||||||||||||
Inventories. Inventories are stated at the lower of average cost, using a first-in, first-out basis, or market. Inventories consist primarily of food and beverage, retail merchandise and operating supplies. Cost is determined primarily by the average cost method for food and beverage and operating supplies. | ||||||||||||||
Property and Equipment. Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the asset or the term of the capitalized lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in operating income. | ||||||||||||||
Investment in Unconsolidated Affiliates. Because Resorts does not control, but exerts significant influence over the operations of the Silver Legacy, the Company previously accounted for ELLC's 50% joint venture interest in and will account for its now 48.1% direct interest in the Silver Legacy using the equity method of accounting. Since Resorts operates in the same line of business as the Silver Legacy, which has casino and hotel operations, Resorts' equity in the income (loss) of the Silver Legacy Joint Venture is included in operating income. Similarly, Resorts accounted for its 21.3% interest in Tamarack using the equity method of accounting and included its equity in the income (loss) of Tamarack in operating income. | ||||||||||||||
The Company considers whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. Estimated fair value is determined using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rate. There were no impairments of the Company's equity method investments during 2014, 2013 or 2012. | ||||||||||||||
Long-Lived and Finite-Lived Intangible Assets and Non-Operating Real Properties. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying amount of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying amount, an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If the asset is still under development, future cash flows include remaining construction costs. An estimate of undiscounted future cash flows produced by the asset is compared to its carrying value to determine whether an impairment exists. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. If the undiscounted cash flows do not exceed the carrying amount, an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. | ||||||||||||||
We have designated certain assets, consisting principally of land and undeveloped properties, as non-operating real property and have declared our intent to sell those assets. No less than annually, we obtain independent appraisals of the fair value of these assets. Although we continue to actively market these properties for sale, we do not anticipate that we will be able to sell the majority of the assets within the next twelve months. As such, these properties are not classified as held-for-sale as of December 31, 2014. For undeveloped properties, including non-operating real properties, when indicators of impairment for non-operating properties are present, the properties are evaluated for impairment and losses are recorded when undiscounted cash flows estimated to be generated by an asset or market comparisons are less than the asset's carrying amount. The amount of the impairment loss is calculated as the excess of the asset's carrying value over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons. | ||||||||||||||
Indefinite-Lived Intangible Assets. Indefinite-lived intangible assets consist primarily of expenditures associated with obtaining racing and gaming licenses. Indefinite-lived intangible assets are not subject to amortization, but are subject to an annual impairment test. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. | ||||||||||||||
Self-Insurance Reserves. The Company is self-insured for various levels of general liability, employee medical insurance coverage and workers' compensation coverage. Self-insurance reserves are estimated based on the Company's claims experience and are included in accrued other liabilities on the consolidated balance sheets. At December 31, 2014 and 2013, accrued insurance and medical claims reserves were $1.3 million. | ||||||||||||||
Outstanding Chip Liability. The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips in the inventory of chips under our control. This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage value of chips not in custody that are not expected to be redeemed. In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips. | ||||||||||||||
Frequent Players Program. The Company offers programs at its properties whereby our participating patrons can accumulate points for wagering that can be redeemed for credits for free play on slot machines, lodging, food and beverage, merchandise and in limited situations, cash. Based upon the estimated redemptions of frequent player program points, an estimated liability is established for the cost of redemption of earned but unredeemed points. The estimated cost of redemption utilizes estimates and assumptions of the mix of the various product offerings for which the points will be redeemed and costs of such product offerings. Changes in the programs, membership levels and changes in the redemption patterns of our participating patrons can impact this liability. The aggregate outstanding liability for the frequent players program was $2.4 million and $2.0 at December 31, 2014 and 2013, respectively, and is included as a component of other accrued liabilities in our accompanying consolidated balance sheets. | ||||||||||||||
Revenues and Promotional Allowances. The Company recognizes as casino revenue the net win from gaming activities, which is the difference between gaming wins and losses. Base and progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race tracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions, and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are made. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks. Hotel, food and beverage, and other operating revenues are recognized as services are performed. Advance deposits on rooms and advance ticket sales are recorded as accrued liabilities until services are provided to the customer. | ||||||||||||||
The retail value of food, beverage, rooms and other services furnished to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The Company rewards customers, through the use of our loyalty programs, with complimentaries based on amounts wagered or won that can be redeemed for a specified time period. The Company also offers discretionary coupons to our customers, the retail values of which are included as a component of promotional allowances in the accompanying consolidated statements of operations in accordance with Financial Accounting Standards Board ("FASB") Section 605-50 for revenue recognition. | ||||||||||||||
The retail value of complimentaries included in promotional allowances is as follows (in thousands): | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Food and beverage | $ | 33,182 | $ | 29,356 | $ | 28,246 | ||||||||
Hotel | 12,582 | 11,386 | 11,095 | |||||||||||
Other | 2,685 | 2,325 | 2,189 | |||||||||||
| | | | | | | | | | | ||||
$ | 48,449 | $ | 43,067 | $ | 41,530 | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
The estimated cost of providing such complimentary services are as follows (in thousands): | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Food and beverage | $ | 25,190 | $ | 22,873 | $ | 22,288 | ||||||||
Hotel | 5,030 | 4,438 | 4,300 | |||||||||||
Other | 1,860 | 1,608 | 1,539 | |||||||||||
| | | | | | | | | | | ||||
$ | 32,080 | $ | 28,919 | $ | 28,127 | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Advertising. Advertising costs are expensed in the period the advertising initially takes place and are included in marketing and promotions expenses. Advertising costs included in marketing and promotion expenses were $22.0 million, $17.7 million and $18.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Income Taxes. We account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse. | ||||||||||||||
We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. | ||||||||||||||
We recognize a benefit for tax positions that we believe will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that we believe has more than a 50% probability of being realized upon settlement. We regularly monitor our tax positions and adjust the amount of recognized tax benefit based on our evaluation of information that has become available since the end of our last financial reporting period. Changes in recognized tax benefits are reflected within income tax expense. The difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting represents unrecognized tax benefits. These unrecognized tax benefits are presented in the balance sheet principally within accrued income taxes. Interest and tax-related penalties associated with uncertain tax positions are included in benefit for income taxes in the accompanying consolidated statement of operations. | ||||||||||||||
Prior to September 19, 2014, HoldCo was taxed as a partnership under the Internal Revenue Code pursuant to which income taxes were primarily the responsibility of the partners. ERI is a C Corporation subject to the federal and state corporate-level income taxes at prevailing corporate tax rates. There was no income tax expense for periods prior to the Merger Date because the Company was a partnership for income tax purposes. During the years ended December 31, 2014, 2013 and 2012, distributions of $0.6 million, $6.1 million and $4.1 million, respectively, were made by Resorts, on behalf of HoldCo, to its members. In 2013, the Silver Legacy Joint Venture made payments pursuant to its operating agreement, representing tax distributions to Resorts in the amount of $0.7 million, who then on behalf of HoldCo, distributed the $0.7 million to its members. No such distributions were made during the year ended December 31, 2014. | ||||||||||||||
Fair Value Measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows: | ||||||||||||||
• | Level 1: Quoted market prices in active markets for identical assets or liabilities. | |||||||||||||
• | Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. | |||||||||||||
• | Level 3: Unobservable inputs that are not corroborated by market data. | |||||||||||||
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value: | ||||||||||||||
Cash and Cash Equivalents: Cash equivalents include investments in money market funds. Investments in this category can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short-term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. The carrying amounts approximate the fair value because of the short maturity of those instruments. | ||||||||||||||
Restricted Cash: The credit support deposit is classified as Level 1 as its carrying value approximates market prices. | ||||||||||||||
Advance to Silver Legacy Joint Venture: The $7.5 million note receivable due to ELLC from the Silver Legacy Joint Venture (see Note 5) is classified as Level 2 based upon market-based inputs. | ||||||||||||||
Long-term Debt: The Resorts 8.625% Senior Secured Notes due June 15, 2019 (the "Resorts Senior Secured Notes," see Note 9) and MTR Gaming 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the "MTR Second Lien Notes", see Note 9) are classified as Level 2 based upon market-based inputs. The fair value of the Resorts Senior Secured Notes has been calculated based on management's estimates of the borrowing rates available as of December 31, 2014 and 2013 for debt with similar terms and maturities. The fair value of the MTR Second Lien Notes was based on quoted market prices as of December 31, 2014. | ||||||||||||||
Term Loan: Resorts' term loan under the Resorts Secured Credit Facility (see Note 9) is classified as Level 2 as it is tied to market rates of interest and its carrying value approximates market value. | ||||||||||||||
Acquisition-Related Contingent Considerations: Contingent consideration related to the July 2003 acquisition of Scioto Downs represents the estimate of amounts to be paid to former stockholders of Scioto Downs under certain earn-out provisions. We consider the acquisition-related contingency's fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy. The fair value of the acquisition-related contingent consideration was based on its fair value as of the Merger Date (see Note 3). | ||||||||||||||
The estimated fair values of the Company's financial instruments are as follows (amounts in thousands): | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Financial assets: | ||||||||||||||
Cash and cash equivalents | $ | 87,604 | $ | 87,604 | $ | 29,813 | $ | 29,813 | ||||||
Restricted cash | 8,234 | 8,234 | 5,305 | 5,305 | ||||||||||
Advance to Silver Legacy Joint Venture | — | 4,911 | — | 4,004 | ||||||||||
Financial liabilities: | ||||||||||||||
8.625% Senior Secured Notes | 168,000 | 174,720 | 168,000 | 178,080 | ||||||||||
11.5% Senior Secured Second Lien Notes | 610,827 | 606,919 | — | — | ||||||||||
Term loan | — | — | 2,500 | 2,500 | ||||||||||
Acquisition-related contingent considerations | 524 | 524 | — | — | ||||||||||
The following table represents the change in acquisition-related contingent consideration liabilities during the period from the Merger Date to December 31, 2014 (amounts in thousands): | ||||||||||||||
Balance as of Merger Date | $ | 508 | ||||||||||||
Amortization of present value discount(1) | 38 | |||||||||||||
Fair value adjustment for change in consideration expected to be paid(2) | (22 | ) | ||||||||||||
Settlements | — | |||||||||||||
| | | | | ||||||||||
Balance as of December 31, 2014 | $ | 524 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | Changes in present value are included as a component of interest expense in the consolidated statement of operations. | |||||||||||||
-2 | Fair value adjustments for changes in earn-out estimates are recorded as a component of general and administrative expense in the consolidated statement of operations. | |||||||||||||
Property Donation. During the third quarter of 2012, Eldorado Shreveport donated certain of its property to the City of Shreveport and recorded a charge of $755,000, which represented the net book value of the property as of the donation date. | ||||||||||||||
Stock-Based Compensation. We account for stock-based compensation in accordance with Accounting Standards Codification ("ASC") 718, Compensation—Stock Compensation. ASC 718 requires all share-based payments to employees and non-employee members of the Board of Directors, including grants of stock options and restricted stock units ("RSUs"), to be recognized in the consolidated statement of operations based on their fair values and that compensation expense be recognized for awards over the requisite service period of the award or until an employee's eligible retirement date, if earlier. | ||||||||||||||
Earnings per Share. Basic earnings per share is computed by dividing net income (loss) by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and the assumed vesting of restricted share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted share units were released and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. | ||||||||||||||
Segment Reporting. The executive decision makers of our Company review operating results, assess performance and make decisions on a "significant market" basis. We, therefore, consider the Eldorado Reno, Eldorado Shreveport and MTR Gaming properties to be operating segments. | ||||||||||||||
Recently Issued Accounting Pronouncements | ||||||||||||||
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-9, "Revenue from Contracts with Customers", which provides guidance for revenue recognition. The new standard outlines a 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. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. | ||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern" (Subtopic 205-40) which amends the current guidance in ASC Topic 205 by adding Subtopic 40. Subtopic 40 requires management to evaluate whether there are conditions or events that in aggregate would raise substantial doubt about an entity's ability to continue as a going concern for one year from the date the financial statements are issued or available to be issued. If substantial doubt existed, management would be required to make certain disclosures related to nature of the substantial doubt and under certain circumstances, how that substantial doubt would be mitigated. This amendment is effective for annual periods ending after December 15, 2016 and for subsequent interim and annual periods thereafter. Early adoption is permitted. The Company is currently evaluating the effects, if any, adoption of this guidance will have on its consolidated financial statements. | ||||||||||||||
In January 2015, the FASB issued ASU No. 2015-1, "Income Statement—Extraordinary and Unusual Items" (Subtopic 225-20) which eliminates the concept of accounting of Extraordinary Items, previously defined as items that are both unusual and infrequent, which were reported as a separate item on the income statement, net of tax, after income from continuing operations. The elimination of this concept is intended to simplify accounting for unusual items and more closely align with international accounting practices. This amendment is effective for annual periods ending after December 15, 2015 and for subsequent interim and annual periods thereafter. Early adoption is permitted. The Company believes that the effects, if any, of the adoption of this guidance will not have a material impact on its consolidated financial statements. | ||||||||||||||
Reclassifications | ||||||||||||||
Certain reclassifications, which have no effect on previously reported net income, have been made to the 2013 consolidated balance sheet and to the 2013 and 2012 consolidated statements of operations to conform to ERI's 2014 financial statement presentation. "Accrued Other Liabilities" at December 31, 2013 has been reduced by $7.0 million to disclose "Accrued Gaming Taxes and Assessments" ($2.4 million) and "Accrued Payroll and Related" ($4.6 million) as separate balance sheet line item categories. Entertainment revenues ($3.6 million during each of 2013 and 2012) and entertainment expenses ($2.5 million during each of 2013 and 2012) have been reclassified from what was previously "Food, Beverage and Entertainment Revenues" and "Food, Beverage and Entertainment Expenses" to "Other Revenues" and "Other Expenses", respectively. Marketing and promotions costs have been reclassified to a separate line item from "Casino Expenses" ($15.4 million and $16.5 million for 2013 and 2012, respectively) and from "General and Administrative Expenses" ($2.3 million for 2013 and 2012). Valet related expenses ($0.9 million during each of 2013 and 2012) have been reclassified to "Other Expenses" from "General and Administrative Expenses". | ||||||||||||||
Acquisition_and_Purchase_Accou
Acquisition and Purchase Accounting | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Acquisition and Purchase Accounting | ||||||||
Acquisition and Purchase Accounting | 3. Acquisition and Purchase Accounting | |||||||
The Merger has been accounted for as a reverse acquisition of MTR Gaming by HoldCo under which HoldCo is considered the acquirer for accounting purposes. HoldCo was considered the accounting acquirer on the Merger Date based on the following facts and circumstances: | ||||||||
• | The former members of HoldCo own approximately 50% of ERI. | |||||||
• | Certain former members of HoldCo control the largest blocks of voting shares in ERI with the remaining shares of ERI being owned in smaller amounts by a diverse group of investors. | |||||||
• | All of the initial members of ERI's board of directors were selected by HoldCo. | |||||||
• | The Chief Executive Officer, President, the Chief Financial Officer and other key management of HoldCo assumed leadership positions at ERI upon consummation of the Merger. | |||||||
• | As of the Merger Date, ERI and the combined Company's headquarters are in the same location in Reno, Nevada. | |||||||
Consideration Transferred | ||||||||
The total consideration paid was $103.0 million. The purchase consideration in a reverse acquisition is determined with reference to the value of equity that the accounting acquirer, HoldCo, would have had to issue to the owners of the accounting acquiree, MTR Gaming, to give them the same percentage interest in the combined entity. However, in reverse acquisition between a public company as the legal acquirer and a private company as the accounting acquirer, the fair value of the legal acquirer's publicly traded stock generally is a more reliable determination of the fair value of the purchase consideration than the fair value of the accounting acquirer's untraded equity security, and, as such, is generally used in calculating the purchase consideration. Accordingly, the following table provides the calculation of the purchase price using the fair value of the outstanding common stock of MTR Gaming based on the closing stock price of $4.43 on the Merger Date, as well as a reconciliation of the total shares outstanding on the Merger Date. | ||||||||
ERI Outstanding Share Calculation: | ||||||||
Shares issued to HoldCo(1) | 23,286,202 | |||||||
Number of MTR Gaming shares outstanding on the Merger Date(2) | 28,386,084 | |||||||
MTR Gaming RSUs that vested upon closing of the Merger(3) | 499,179 | |||||||
| | | | | ||||
Total ERI shares outstanding—before share repurchase | 52,171,465 | |||||||
MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election(4) | (5,785,123 | ) | ||||||
| | | | | ||||
Total ERI shares outstanding at Merger Date(5) | 46,386,342 | |||||||
Resorts % ownership | 50.2 | % | ||||||
MTR Gaming % ownership | 49.8 | % | ||||||
Consideration Transferred (dollars in thousands, except stock price) | ||||||||
Number of MTR Gaming shares outstanding at the Merger Date | 28,386,084 | |||||||
MTR Gaming RSUs that vested upon closing of the Merger | 499,179 | |||||||
MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election | (5,785,123 | ) | ||||||
| | | | | ||||
Total net MTR Gaming shares | 23,100,140 | |||||||
FMV of MTR Gaming common stock at Merger Date | $ | 4.43 | ||||||
| | | | | ||||
Fair value of MTR Gaming shares | $ | 102,334 | ||||||
Fair value of MTR Gaming stock options(3) | 677 | |||||||
| | | | | ||||
Total consideration transferred | $ | 103,011 | ||||||
| | | | | ||||
| | | | | ||||
-1 | The number of shares issued to members of HoldCo in the Mergers as merger consideration was determined pursuant to the terms of the Merger Agreement. The shares have been adjusted based upon the final review, as defined in the Merger Agreement. As a result, 25,290 escrow shares previously issued were returned to authorized and unissued. | |||||||
-2 | Number of shares of MTR Gaming common stock issued and outstanding immediately prior to closing. | |||||||
-3 | Pursuant to the MTR Gaming 2010 Long-Term Incentive Plan, immediately prior to closing, all outstanding stock options and MTR Gaming RSUs vested and became immediately exercisable. All vested MTR Gaming RSUs were exchanged for one share of ERI common stock. All outstanding stock options became exercisable for shares of ERI common stock with the same terms as the previous awards. | |||||||
-4 | Total cash election includes $30.0 million paid by MTR Gaming and $5.0 million paid by HoldCo on the Merger Date. | |||||||
-5 | The number of shares issued and outstanding, after settlement of the escrow shares, as determined pursuant to the terms of the Merger Agreement. | |||||||
Final Purchase Price Allocation | ||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the Merger Date. The fair values were based on management's analysis, including work performed by third-party valuation specialists. The following table summarizes the final purchase price allocation of the acquired assets and assumed liabilities as recorded at fair value on the Merger Date (dollars in thousands): | ||||||||
Current and other assets | $ | 75,031 | ||||||
Property and equipment | 289,211 | |||||||
Goodwill | 66,826 | |||||||
Intangible assets(1) | 473,000 | |||||||
Other noncurrent assets | 20,381 | |||||||
| | | | | ||||
Total assets | 924,449 | |||||||
| | | | | ||||
Current liabilities | 46,446 | |||||||
Long-term debt(2) | 624,877 | |||||||
Deferred income taxes(3) | 143,104 | |||||||
Other noncurrent liabilities | 7,011 | |||||||
| | | | | ||||
Total liabilities assumed | 821,438 | |||||||
| | | | | ||||
Net assets acquired | $ | 103,011 | ||||||
| | | | | ||||
| | | | | ||||
-1 | Intangible assets consist of gaming licenses, trade names and customer loyalty programs. | |||||||
-2 | Long-term debt was comprised of MTR Second Lien Notes totaling $570.7 million. | |||||||
-3 | Deferred tax liabilities were derived based on fair value adjustments for property and equipment, identified intangibles, deferred financing costs, certain long term liabilities and long-term debt. | |||||||
During the fourth quarter of 2014, we finalized our valuation procedures and adjusted the preliminary purchase price allocations, as disclosed in the September 30, 2014 Form 10-Q, to their updated values. The significant changes in values are as follows; $19.0 increase in property and equipment, $36.4 million increase in intangible assets, $14.6 million increase in deferred income taxes, $2.0 million increase in other noncurrent liabilities and a $37.9 million decrease in goodwill. These changes were primarily related to management finalizing its financial forecasts and refining certain operating and competitive assumptions. The Company recorded the incremental depreciation and amortization expense from the Acquisition Date through December 31, 2014 based on the revised measurement of property and equipment and definite-lived intangible assets. The incremental expense recorded was not material. | ||||||||
Goodwill, the excess of the purchase price of acquiring MTR Gaming over the fair market value of the net assets acquired, in the amount of $66.8 million was recorded as of the Merger Date. The Company considers the goodwill to represent benefits expected to be realized as a result of the Merger, including, but not limited to, the expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for tax purposes. | ||||||||
Trade receivables and payable, inventory as well as other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the fair value of those items at the Merger Date, based on management's judgments and estimates. | ||||||||
The fair value of property and equipment utilized a combination of the cost and market approaches, depending on the characteristics of the asset classification. The fair value of land was determined using the market approach, which considers sales of comparable assets and applies compensating factors for any differences specific to the particular assets. With respect to personal property components of the assets (gaming equipment, furniture, fixtures and equipment, computers, and vehicles) the cost approach was used, which is based on replacement or reproduction costs of the asset. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. | ||||||||
The fair value of non-operating real property was determined utilizing a sales comparison approach. | ||||||||
The gaming and racing licenses of each property were valued in aggregate for each respective property, as these licenses are considered to be the most significant asset of MTR Gaming and the gaming licenses could not be obtained without holding the racing licenses. Therefore, a market participant would value the licenses in aggregate. The fair value of the licenses was determined using the excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the business to the gaming license intangible assets less charges for the use of other identifiable assets of MTR Gaming including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming licenses are the primary asset of MTR Gaming and the licenses are linked to each respective facility. Under the gaming legislation applicable to the MTR Gaming properties, licenses are property specific and can only be acquired if a buyer acquires the existing facility. Because existing licenses may not be acquired and transferred for use at a different facility, the estimated future cash flows of each of the MTR Gaming properties was the primary assumption in the valuation of such property. | ||||||||
Management has assigned an indefinite useful life to the gaming licenses, in accordance with its review of the applicable guidance of ASC 350. The standard required management to consider, among other things, the expected use of the asset, the expected useful life of other related asset or asset group, any legal, regulatory, or contractual provisions that may limit the useful life, the Company's own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, management determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. The Company has licenses in Pennsylvania, West Virginia and Ohio. The renewal of each state's gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state's gaming regulator, and meeting certain inspection requirements. However, the Company's historical experience has not indicated, nor does management expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, the Company has concluded that the useful lives of these licenses are indefinite. | ||||||||
Trade names were valued using the relief-from-royalty method. The customer loyalty program was valued using a combination of a replacement cost and lost profits analysis. Trade names are being amortized on a straight-line basis over a 3.5 year useful life and the customer loyalty program is being amortized on a straight-line basis over a one year useful life. The weighted average useful life of all amortizing intangible assets related to the Merger is approximately 1.7 years. | ||||||||
Existing long term debt assumed on the Merger Date was fair valued based on quoted market prices. | ||||||||
Deferred income tax assets and liabilities as of the Merger Date represent the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. | ||||||||
Unaudited Pro Forma Information | ||||||||
The following table includes the unaudited pro forma financial results for the years ended December 31, 2014 and 2013 which give effect to the Merger as if it had occurred on January 1, 2013 and reflect proforma adjustments that are expected to have a continuing impact on the results of operations of the Company and are directly attributable to the Merger: | ||||||||
2014 | 2013 | |||||||
(in thousands, except | ||||||||
per share data) | ||||||||
Net revenues | $ | 713,700 | $ | 744,977 | ||||
Net loss | (5,215 | ) | (176 | ) | ||||
Net (loss) income per common share: | ||||||||
Basic | $ | (0.11 | ) | $ | 0 | |||
Diluted | $ | (0.11 | ) | $ | 0 | |||
Weighted shares outstanding: | ||||||||
Basic | 46,396,307 | 46,386,342 | ||||||
Diluted | 46,396,307 | 46,386,342 | ||||||
These pro forma results do not necessarily represent the results of operations that would have been achieved if the MTR Gaming transaction had taken place on January 1, 2013, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and MTR Gaming prior to the acquisition, with adjustments directly attributable to the Merger. | ||||||||
Accounts_Receivable
Accounts Receivable | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounts Receivable | ||||||||
Accounts Receivable | 4. Accounts Receivable | |||||||
Components of accounts receivable, net are as follows (in thousands): | ||||||||
December 31 , | ||||||||
2014 | 2013 | |||||||
Accounts receivable | $ | 9,701 | $ | 4,619 | ||||
Allowance for doubtful accounts | (2,589 | ) | (1,379 | ) | ||||
| | | | | | | | |
Total | $ | 7,112 | $ | 3,240 | ||||
| | | | | | | | |
| | | | | | | | |
The provision for bad debt expense was $1.1 million, $0.8 million and $0.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. Write-offs of accounts receivable were $0.2 million, $1.1 million and $1.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. Recoveries of accounts receivable previously written off during the year ended December 31, 2014 amounted to $0.2 million and were less than $0.1 million during each of the years ended December 31, 2013 and 2012. | ||||||||
Investment_in_Unconsolidated_A
Investment in Unconsolidated Affiliates | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Investment in Unconsolidated Affiliates | |||||||||||
Investment in Unconsolidated Affiliates | 5. Investment in Unconsolidated Affiliates | ||||||||||
Silver Legacy Joint Venture. Effective March 1, 1994, ELLC and Galleon, (each a "Partner" and, together, the "Partners"), entered into the Silver Legacy Joint Venture pursuant to a joint venture agreement (the "Original Joint Venture Agreement" and, as amended to date, the "Joint Venture Agreement") to develop the Silver Legacy. The Silver Legacy consists of a casino and hotel located in Reno, Nevada, which began operations on July 28, 1995. Each partner owned a 50% interest in the Silver Legacy Joint Venture. Prior to the Merger Date, the Company owned a 48.1% interest in the Silver Legacy Joint Venture by means of its 96.2% ownership of ELLC, which owned a 50% interest in the Silver Legacy Joint Venture. Subsequent to the Merger Date, the Company owns a direct 48.1% interest in the Silver Legacy Joint Venture. The remaining 1.9% noncontrolling interest is owned by ELLC. The noncontrolling interest's share of $103,000 in income is reflected in the accompanying consolidated statements of operations. | |||||||||||
On May 17, 2012, the Silver Legacy Joint Venture and Silver Legacy Capital Corp. (the "Silver Legacy Debtors") filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code and on June 1, 2012 the Silver Legacy Debtors filed a joint plan of reorganization, which was subsequently amended on June 29, 2012 and August 8, 2012 (the "Plan of Reorganization"). On October 23, 2012, an order of confirmation relating to the Plan of Reorganization was entered by the bankruptcy court. The effective date, as defined in the Plan of Reorganization, occurred on November 16, 2012. Concurrently, the Silver Legacy Joint Venture closed on its new debt facilities and issued its new subordinated debt owed to its partners. All creditors were paid under the terms of the Plan of Reorganization (with the exception of the quarterly installment payments to certain general unsecured creditors which were paid in full by November 16, 2013) and the Silver Legacy Joint Venture emerged from bankruptcy. A final hearing was held and the Chapter 11 case closed on March 20, 2013. | |||||||||||
Under the Plan of Reorganization, each of ELLC and Galleon retained its 50% interest in the Silver Legacy, but was required to advance $7.5 million to the Silver Legacy pursuant to a subordinated loan and provide credit support by depositing $5.0 million of cash into a bank account as collateral in favor of the lender under the Silver Legacy credit agreement. The $7.5 million note receivable from ELLC to the Silver Legacy was issued on November 16, 2012 with a stated interest rate of 5% per annum and a maturity date of May 16, 2018 and is included on the accompanying consolidated balance sheets in Investment in and Advances to Unconsolidated Affiliates at December 31, 2014 and 2013. Payment of any interest or principal under the loan is subordinate to the senior indebtedness of the Silver Legacy. Accrued interest under the loan will be added to the principal amount of the loan and may not be paid unless principal of the loan may be paid in compliance with the terms of the senior indebtedness outstanding or at maturity. In December 2014, Silver Legacy deposited $5.0 million of cash into a cash collateral account securing its obligations under its credit agreement, which reduced the credit support obligation of each of ELLC and Galleon to $2.5 million each and resulted in the return of $2.5 million of the $5.0 million of cash collateral that Resorts previously provided as credit support for Silver Legacy's obligations under its credit agreement. The collateral deposit is included as noncurrent restricted cash in the amounts of $2.5 million and $5.0 million, respectively, in the accompanying consolidated balance sheets at December 31, 2014 and 2013. | |||||||||||
On December 16, 2013, the Silver Legacy Joint Venture entered into a new senior secured term loan facility totaling $90.5 million (the "New Silver Legacy Credit Facility") to refinance its indebtedness under its then existing senior secured term loan and Silver Legacy Second Lien Notes. The proceeds from the New Silver Legacy Credit Facility, in addition to $7.0 million of operating cash flows, were used to repay $63.8 million representing principal and interest outstanding under the Silver Legacy Credit Facility, $31.7 million representing principal and interest related to the extinguishment of the Silver Legacy Second Lien Notes and $2.0 million in fees and expenses associated with the transactions. The New Silver Legacy Credit Facility consists of a $60.5 million first-out tranche term loan and a $30.0 million last-out tranche term loan. The New Silver Legacy Credit Facility matures on November 16, 2017, which was the maturity date of the original Silver Legacy credit facility. | |||||||||||
Equity in income (losses) related to the Silver Legacy Joint Venture for the years ended December 31, 2014, 2013 and 2012 amounted to $2.0, million, $2.3 million and ($9.7) million, respectively. | |||||||||||
Summarized information for the Company's investment in and advances to the Silver Legacy Joint Venture for is as follows (in thousands): | |||||||||||
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Beginning balance | $ | 13,081 | $ | (2,198 | ) | $ | — | ||||
Investment in joint venture | — | — | 7,500 | ||||||||
Equity in income (losses) of unconsolidated affiliate | 1,985 | 2,261 | (9,698 | ) | |||||||
Gain on early extinguishment of debt of unconsolidated affiliate | — | 11,980 | — | ||||||||
Gain on termination of supplemental executive retirement plan of unconsolidated affiliate | 715 | — | — | ||||||||
Other comprehensive (loss) income—minimum pension liability adjustment of unconsolidated affiliate | (1,772 | ) | 1,772 | — | |||||||
Member's distribution | — | (734 | ) | — | |||||||
| | | | | | | | | | | |
Ending balance | $ | 14,009 | $ | 13,081 | $ | (2,198 | ) | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands): | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Current assets | $ | 30,563 | $ | 29,565 | |||||||
Property and equipment, net | 190,592 | 198,150 | |||||||||
Other assets, net | 6,412 | 8,201 | |||||||||
| | | | | | | | ||||
Total assets | $ | 227,567 | $ | 235,916 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Current liabilities | $ | 18,707 | $ | 27,475 | |||||||
Long-term liabilities | 89,322 | 92,541 | |||||||||
Partners' equity | 119,538 | 115,900 | |||||||||
| | | | | | | | ||||
Total liabilities and partners' equity | $ | 227,567 | $ | 235,916 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands): | |||||||||||
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net revenues | $ | 127,095 | $ | 125,841 | $ | 114,800 | |||||
Operating expenses | (112,086 | ) | (112,558 | ) | (113,387 | ) | |||||
| | | | | | | | | | | |
Operating income | 15,009 | 13,283 | 1,413 | ||||||||
Other income (expense) | (9,607 | ) | 15,606 | (12,188 | ) | ||||||
Reorganization items | — | (407 | ) | (8,621 | ) | ||||||
| | | | | | | | | | | |
Net income (loss) | $ | 5,402 | $ | 28,482 | $ | (19,396 | ) | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company has determined for the year ended December 31, 2013, the Silver Legacy Joint Venture met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which the Company, pursuant to Rule 3-09 of Regulation S-X, attached separate financial statements to this Annual Report on Form 10-K as Exhibit 99.2. | |||||||||||
Tamarack. Prior to the Merger, Resorts owned a 21.3% interest in Tamarack, which owned and operated Tamarack Junction, a small casino in south Reno, Nevada. Donald L. Carano ("Carano"), who was the presiding member of Resorts' Board of Managers and the Chief Executive Officer of Resorts, owned a 26.3% interest in Tamarack. Four members of Tamarack, including Resorts and three unaffiliated third parties, managed the business and affairs of Tamarack Junction. At December 31, 2013, Resorts' financial investment in Tamarack was $5.3 million. Resorts' capital contribution to Tamarack represented its proportionate share of the total capital contributions of the members. Resorts' investment in Tamarack was accounted for using the equity method of accounting. Equity in income related to Tamarack for the period prior to its disposition in 2014 and for the years ended December 31, 2013 and 2012 of $0.7 million, $1.1 million and $0.7 million, respectively, is included as a component of operating income. | |||||||||||
On September 1, 2014, and as a condition to closing the Merger, Resorts distributed to HoldCo and HoldCo subsequently distributed to its members on a pro rata basis Resorts' interest in Tamarack. No gain or loss was recognized in the accompanying unaudited consolidated financial statements as a result of such distribution because the distribution was in the amount of the book value of Tamarack. The distributed interests in Tamarack had a carrying amount of $5.5 million. | |||||||||||
Summarized information for the Company's equity in Tamarack for 2014 prior to its disposition and for the years ended December 31, 2013 and 2012 is as follows (in thousands): | |||||||||||
For the year ended | |||||||||||
Period from, | December 31, | ||||||||||
January 1, 2014 | |||||||||||
through | |||||||||||
September 1, 2014 | 2013 | 2012 | |||||||||
Beginning balance | $ | 5,268 | $ | 5,066 | $ | 5,213 | |||||
Member's distribution | (509 | ) | (892 | ) | (893 | ) | |||||
Equity in net income of unconsolidated affiliate | 720 | 1,094 | 746 | ||||||||
Distribution of investment | (5,479 | ) | — | — | |||||||
| | | | | | | | | | | |
Ending balance | $ | — | $ | 5,268 | $ | 5,066 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Summarized balance sheet information for Tamarack at December 31, 2013 is as follows (in thousands): | |||||||||||
Current assets | $ | 6,165 | |||||||||
Property and equipment, net | 22,065 | ||||||||||
Other assets | 19 | ||||||||||
| | | | | |||||||
Total assets | $ | 28,249 | |||||||||
| | | | | |||||||
| | | | | |||||||
Current liabilities | $ | 2,020 | |||||||||
Notes payable and capital lease obligations | 1,443 | ||||||||||
Partners' equity | 24,786 | ||||||||||
| | | | | |||||||
Total liabilities and partners' equity | $ | 28,249 | |||||||||
| | | | | |||||||
| | | | | |||||||
Summarized unaudited results of operations for Tamarack are as follows (in thousands): | |||||||||||
For the year ended | |||||||||||
Period from | December 31, | ||||||||||
January 1, 2014 | |||||||||||
through | |||||||||||
September 1, 2014 | 2013 | 2012 | |||||||||
Net revenues | $ | 12,908 | $ | 21,548 | $ | 17,845 | |||||
Operating expenses | (9,431 | ) | (16,172 | ) | (14,284 | ) | |||||
| | | | | | | | | | | |
Operating income | 3,477 | 5,376 | 3,561 | ||||||||
Other expense | (45 | ) | (97 | ) | (182 | ) | |||||
| | | | | | | | | | | |
Net income | $ | 3,432 | $ | 5,279 | $ | 3,379 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property and Equipment | ||||||||||
Property and Equipment | 6. Property and Equipment | |||||||||
Property and equipment consisted of the following (in thousands): | ||||||||||
December 31, | ||||||||||
Estimated | ||||||||||
Service Life | ||||||||||
(years) | 2014 | 2013 | ||||||||
Land and improvements | — | $ | 40,170 | $ | 29,660 | |||||
Buildings and other leasehold improvements | Oct-45 | 460,662 | 250,429 | |||||||
Riverboat | 25 | 39,023 | 39,023 | |||||||
Furniture, fixtures and equipment | 15-Mar | 166,207 | 119,286 | |||||||
Furniture, fixtures and equipment held under capital leases (Note) | 15-Mar | 30,833 | 3,592 | |||||||
Construction in progress | 3,130 | 496 | ||||||||
| | | | | | | | | | |
740,025 | 442,486 | |||||||||
Less—Accumulated depreciation and amortization | (283,886 | ) | (262,144 | ) | ||||||
| | | | | | | | | | |
Property and equipment, net | $ | 456,139 | $ | 180,342 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
Substantially all property and equipment is pledged as collateral under our long-term debt (see Note 9). | ||||||||||
Depreciation expense, including amortization expense on capital leases, was $26.9 million, $17.0 million and $17.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014 and 2013, accumulated depreciation and amortization includes $3.4 million and $3.3 million, respectively, related to assets acquired under capital leases. | ||||||||||
During the year ended December 31, 2014, the West Virginia Racing Commission reimbursed Mountaineer for capital expenditures aggregating $0.2 million. These reimbursement amounts were applied against the applicable acquisition costs, which resulted in corresponding adjustments to the basis of the capitalized fixed assets. These reimbursements, which are reflected within investing activities in our accompanying consolidated statement of cash flows, did not have a material impact on our consolidated financial statements. Future reimbursements from the West Virginia Racing Commission are subject to the availability of racing funds. | ||||||||||
In addition to the racing funds discussed above, Mountaineer also participates in a modernization fund which provides for reimbursement from amounts paid to the West Virginia Lottery Commission of $1 for each $2 expended for certain qualifying capital expenditures having a useful life of more than three years and placed into service after July 1, 2011. Qualifying capital expenditures include the purchase of slot machines and related equipment to the extent such slot machines are retained by Mountaineer at its West Virginia location for not less than five years. Any unexpended balance from a given fiscal year will be available for one additional fiscal year, after which time the remaining unused balance carried forward will be forfeited. During the year ended December 31, 2014, Mountaineer was reimbursed $0.6 million on qualified capital expenditures. As of December 31, 2014, Mountaineer remains eligible for approximately $5.8 million under annual modernization fund grants that expire in varying dates through June 30, 2016. | ||||||||||
Other_and_Intangible_Assets_ne
Other and Intangible Assets, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other and Intangible Assets,net | ||||||||
Other and Intangible Assets,net | 7. Other and Intangible Assets, net | |||||||
Other and intangible assets, net, include the following amounts (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Goodwill | $ | 66,826 | $ | — | ||||
| | | | | | | | |
| | | | | | | | |
Gaming license (Indefinite-lived) | 482,074 | 20,574 | ||||||
Trade names | 6,700 | — | ||||||
Customer loyalty programs | 4,800 | — | ||||||
| | | | | | | | |
493,574 | 20,574 | |||||||
Accumulated amortization trade names | (547 | ) | — | |||||
Accumulated amortization customer loyalty programs | (1,114 | ) | — | |||||
| | | | | | | | |
Total goodwill and other intangible assets | $ | 491,913 | $ | 20,574 | ||||
| | | | | | | | |
| | | | | | | | |
Land held for development | $ | 906 | $ | 906 | ||||
Bond offering costs, 8.625% Resorts Senior Secured Notes | 6,851 | 6,851 | ||||||
Other | 5,354 | 957 | ||||||
| | | | | | | | |
13,111 | 8,714 | |||||||
Accumulated amortization bond costs 8.625% Senior Secured | (3,080 | ) | (2,226 | ) | ||||
| | | | | | | | |
Total Other Assets, net | $ | 10,031 | $ | 6,488 | ||||
| | | | | | | | |
| | | | | | | | |
Goodwill, the excess of the purchase price of acquiring MTR Gaming over the fair market value of the net assets acquired, in the amount of $66.8 million was recorded as of the Merger Date. For financial reporting purposes, goodwill is not amortized, but is reviewed no less than annually or when events or circumstances indicate the carrying value might exceed the market value to determine if there has been an impairment in the recorded value. | ||||||||
Included in gaming licenses is the Eldorado Shreveport gaming license recorded at $20.6 million at both December 31, 2014 and 2013. The license represents an intangible asset acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate. Gaming license rights are not subject to amortization as the Company has determined that they have an indefinite useful life. | ||||||||
Trade names are amortized on a straight-line basis over a 3.5 year useful life and the customer loyalty program is amortized on a straight-line basis over a one year useful life. Amortization expense with respect to trade names and the customer loyalty program amounted to $0.5 million and $1.1 million, respectively, for the year ended December 31, 2014, which is included in depreciation and amortization in the consolidated statement of operations. Such amortization expense is expected to be $5.6 million for the year ended December 31, 2015, $1.9 million during each of the years ended December 31, 2015 through 2017 and $0.4 million for the year ended December 31, 2017. | ||||||||
Amortization of Resorts' bond costs is computed using the straight-line method, which approximates the effective interest method, over the term of the bonds, and is included in interest expense on the accompanying consolidated statements of operations. Amortization expense with respect to deferred financing costs amounted to $0.9 million for each of the years ended December 31, 2014 and 2013 and $1.0 million for the year ended December 31, 2012. Such amortization expense is expected to be $0.9 million during each of the years ended December 31, 2015 through 2018 and $0.4 million during 2019. | ||||||||
Accrued_and_Other_Liabilities
Accrued and Other Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued and Other Liabilities | ||||||||
Accrued and Other Liabilities | 8. Accrued and Other Liabilities | |||||||
Accrued and other liabilities consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accrued insurance and medical claims | $ | 1,273 | $ | 1,285 | ||||
Unclaimed chips | 938 | 1,482 | ||||||
Accrued purses and track related liabilities | 4,303 | — | ||||||
Accrued real estate and property taxes | 2,578 | — | ||||||
Jackpot liabilities and other accrued gaming promotions | 8,211 | 3,044 | ||||||
Construction project and equipment liabilities | 2,333 | — | ||||||
Other | 7,152 | 1,953 | ||||||
| | | | | | | | |
$ | 26,788 | $ | 7,764 | |||||
| | | | | | | | |
| | | | | | | | |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-Term Debt | ||||||||
Long-Term Debt | 9. Long-Term Debt | |||||||
Long-term debt consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
8.625% Resorts Senior Secured Notes | $ | 168,000 | $ | 168,000 | ||||
Term Loan under Secured Credit Facility | — | 2,500 | ||||||
| | | | | | | | |
Total Resorts | 168,000 | 170,500 | ||||||
| | | | | | | | |
11.5% MTR Second Lien Notes | 560,664 | — | ||||||
Unamortized premium | 50,163 | — | ||||||
| | | | | | | | |
Total MTR Gaming | 610,827 | — | ||||||
| | | | | | | | |
Total Long-Term Debt | 778,827 | 170,500 | ||||||
Less—Current portion | — | 2,500 | ||||||
| | | | | | | | |
$ | 778,827 | $ | 168,000 | |||||
| | | | | | | | |
| | | | | | | | |
Scheduled maturities of long-term debt are $728.7 million in 2019. | ||||||||
Resorts' Debt Obligations. On June 1, 2011, Resorts and Capital completed the issuance of $180 million of 8.625% Resorts Senior Secured Notes due June 15, 2019 (the "Resorts Senior Secured Notes"). Interest on the Resorts Senior Secured Notes is payable semiannually each June 15 and December 15 to holders of record on the preceding June 1 or December 1, respectively. | ||||||||
The indenture relating to the Resorts Senior Secured Notes contains various restrictive covenants, including limitations on the payment of dividends and other restricted payments, making additional investments, additional liens, transactions with affiliates, covenants imposing limitations on additional debt, dispositions of property, mergers and similar transactions. As of December 31, 2014, the Company was in compliance with all of the covenants under the indenture relating to the Resorts Senior Secured Notes. | ||||||||
The Resorts Senior Secured Notes are unconditionally guaranteed, jointly and severally, by all of Resorts' current and future domestic restricted subsidiaries other than Eldorado Capital Corp., an entity that was formed for the exclusive purpose of acting as co-issuer of debt issued by Resorts (collectively, the "Guarantors"). The Silver Legacy Joint Venture is not a subsidiary and did not guarantee the Resorts Senior Secured Notes. The Resorts Senior Secured Notes are secured by a first priority security interest on substantially all of Resorts' current and future assets (other than certain excluded assets, including gaming licenses and Resorts' interests the Silver Legacy Joint Venture). Such security interests are junior to the security interests with respect to obligations of Resorts and the Guarantors under the Resorts Secured Credit Facility. In addition, all of the membership interests in Resorts and equity interests in the Guarantors are subject to a pledge for the benefit of the holders of the Resorts Senior Secured Notes. | ||||||||
Resorts may redeem some or all of the Resorts Senior Secured Notes prior to June 15, 2015 at a redemption price of 100% of the principal amount thereof plus a "make whole premium" together with accrued and unpaid interest thereon. On or after June 15, 2015, Resorts may redeem the Resorts Senior Secured Notes at the following redemption prices (expressed as a percentage of principal amount) plus any accrued and unpaid interest thereon: | ||||||||
Year beginning June 15, | Percentage | |||||||
2015 | 104.313 | % | ||||||
2016 | 102.156 | % | ||||||
2017 and thereafter | 100.000 | % | ||||||
On June 1, 2011, Resorts entered into a new $30 million senior secured revolving credit facility (the "Resorts Secured Credit Facility") available until May 30, 2014 consisting of a $15 million term loan requiring principal payments of $1.25 million each quarter beginning September 30, 2011 (the "Term Loan") and a $15 million revolving credit facility. The Term Loan was repaid during the second quarter of 2014. At December 31, 2013, the outstanding principal amount under on the Term Loan was $2.5 million. Resorts did not renew the Resorts Secured Credit Facility when it matured on May 30, 2014. | ||||||||
MTR Gaming's Debt Obligations. On August 1, 2011, MTR Gaming completed the offering of $565.0 in aggregate principal amount of senior secured second lien notes (the "MTR Second Lien Notes") due August 1, 2019 at an issue price equal to 97% of the aggregate principal amount of the MTR Second Lien Notes. The MTR Second Lien Notes mature on August 1, 2019, with interest payable semi-annually in arrears on February 1 and August 1 of each year. | ||||||||
The MTR Second Lien Notes and the guarantees are senior secured obligations and are jointly and severally, fully, and unconditionally guaranteed by MTR Gaming's current and future domestic restricted subsidiaries, other than MTR Gaming's immaterial subsidiaries. The MTR Second Lien Notes are secured by a second priority lien on substantially all of the assets of MTR Gaming and the guarantors, other than excluded property, as defined in the Senior Secured Second Lien Indenture. The MTR Second Lien Notes and the guarantees are effectively junior to any of MTR Gaming's and the guarantors' existing and future debt that is secured by senior or prior liens on the collateral to the extent of the value of the collateral securing such obligations. | ||||||||
The indenture governing the MTR Second Lien Notes contains a number of customary covenants, including limitations on the payment of distributions and other restricted payments, making additional investments, additional liens, transactions with affiliates, additional debt, dispositions of property, mergers and similar transactions, and events of default. In addition, if the consolidated total debt ratio of MTR Gaming is equal to or greater than 4.0 to 1.0 and such offer is permitted pursuant to the terms of MTR Gaming's credit facilities, MTR Gaming is required to repay debt under its credit facility or make an offer to purchase MTR Second Lien Notes with the excess cash flow amounts (as such term is defined in the indenture governing the MTR Second Lien Notes). As of December 31, 2014, MTR Gaming was in compliance with the covenants under the indenture relating to the MTR Second Lien Notes. | ||||||||
MTR Gaming may redeem some or all of the MTR Second Lien Notes prior to August 1, 2015 at a redemption price of 100% of the principal amount thereof plus a "make whole premium" together with accrued and unpaid interest thereon. On or after August 1, 2015, MTR Gaming may redeem the MTR Second Lien Notes at the following redemption prices (expressed as a percentage of principal amount) plus any accrued and unpaid interest thereon: | ||||||||
Year beginning August 1, | Percentage | |||||||
2015 | 106.00 | % | ||||||
2016 | 103.00 | % | ||||||
2017 and thereafter | 100.00 | % | ||||||
In October 2014, MTR Gaming repurchased $10 million in aggregate principal amount of its 11.25% MTR Second Lien Notes, at a price of $110.25 per $100 in principal amount of the purchased notes. The repurchase resulted in a $1.2 million annual savings in interest expense. After giving effect to the repurchase of the bonds in October 2014, the annual interest expense on the MTR Second Lien Notes approximates $64.5 million. Additionally, annual amortization of the premium on the MTR Second Lien Notes is approximately $10.9 million. | ||||||||
On August 1, 2011, MTR Gaming entered into a senior secured revolving credit facility (the "MTR Credit Facility") with a borrowing availability of $20.0 million and a maturity date of August 1, 2016. On December 5, 2014, MTR Gaming terminated the MTR Credit Facility. There were no borrowings outstanding under the Credit Facility at the time of its termination. MTR Gaming terminated the Credit Facility because it determined that it had sufficient capital resources to meet its expected liquidity needs without incurring borrowings under the Credit Facility. MTR Gaming did not incur any fees or penalties in connection with the termination of the Credit Facility. | ||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Income taxes | |||||
Income Taxes | 10. Income Taxes | ||||
The components of the Company's provision for income taxes for the year ended December 31, 2014 are presented below (amounts in thousands). For the years ended December 31, 2013 and 2012, the Company was treated as a partnership for income tax purposes. | |||||
Current: | |||||
Federal | $ | 10 | |||
State | 120 | ||||
Local | 55 | ||||
| | | | | |
Total current | 185 | ||||
| | | | | |
Deferred: | |||||
Federal | 846 | ||||
State | 711 | ||||
Local | 26 | ||||
| | | | | |
Total deferred | 1,583 | ||||
| | | | | |
Income tax expense | $ | 1,768 | |||
| | | | | |
| | | | | |
The following is a reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate for the year ended December 31, 2014: | |||||
Federal statutory rate | (35.0 | )% | |||
State and local taxes | (4.4 | )% | |||
Permanent items | 3.6 | % | |||
Valuation allowance | 77.3 | % | |||
Minority interest | 1.2 | % | |||
Change in tax status | (28.0 | )% | |||
Other | (0.6 | )% | |||
| | | | | |
Provision for income taxes | 14.1 | % | |||
| | | | | |
| | | | | |
The difference between the effective rate and the statutory rate is attributed primarily to the federal and state valuation allowances on our deferred tax assets and the change in tax status described below. As a result of our net operating losses and the state deferred tax asset position, after exclusion of certain deferred tax liabilities that generally cannot be offset against deferred tax assets, known as "Naked Credits," the Company expects to continue to provide for a full valuation allowance against all of our net federal and state deferred tax assets. | |||||
For income tax purposes the Company amortizes or depreciates certain assets that have been assigned an indefinite life for book purposes result in an increase in certain deferred tax liabilities that cannot be used as a source of future taxable income for purposes of measuring our need for a valuation allowance against the net deferred tax assets. Therefore, the Company expects to record non cash deferred tax expense as the Company amortizes these assets for tax purposes. | |||||
Prior to September 19, 2014, HoldCo was taxed as a partnership under the Internal Revenue Code pursuant to which income taxes were primarily the responsibility of the partners. The Company is a C Corporation subject to the federal and state corporate-level income taxes at prevailing corporate tax rates. As a result of this change in status, a state tax expense of $0.7 million was recognized by the Company during 2014. | |||||
During the year ended December 31, 2014, the Company's tax expense was $1.8 million and reflects the recording of additional naked credit amortization in the amount of $1.1 million and a state and local income tax provision of $0.7 million. | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred taxes related to continuing operations at December 31, 2014 are as follows (amounts in thousands): | |||||
Deferred tax assets: | |||||
Loss and credit carryforwards | $ | 43,505 | |||
Accrued expenses | 6,431 | ||||
Fixed assets | 10,956 | ||||
Investment in partnerships | 5,845 | ||||
Debt | 23,826 | ||||
Stock-based compensation | 179 | ||||
Other | 35 | ||||
| | | | | |
90,777 | |||||
| | | | | |
Deferred tax liabilities: | |||||
Identified intangibles | (146,715 | ) | |||
Prepaid expenses | (2,042 | ) | |||
| | | | | |
(148,757 | ) | ||||
| | | | | |
Valuation allowance | (89,067 | ) | |||
| | | | | |
Net deferred tax liabilities | $ | (147,047 | ) | ||
| | | | | |
| | | | | |
At December 31, 2014, management determined it was not more-likely-than-not that the Company will realize its federal and state deferred tax assets, with the exception of Louisiana and Columbus, Ohio. Therefore, a full valuation allowance has been recognized against these deferred tax assets, excluding deferred tax liabilities related to indefinite-lived assets. These indefinite-lived assets primarily related to gaming licenses in various jurisdictions. These gaming licenses are not being amortized for book purposes, and will only reverse upon ultimate sale or book impairment. Due to the uncertain timing of such reversal, the temporary differences associated with indefinite-lived intangibles and certain land improvements cannot be considered a source of future taxable income for purposes of determining the valuation allowance. | |||||
As of December 31, 2014, the Company had federal and state net operating loss carryforwards of approximately $116.9 million and $28.6 million, respectively. The federal and state net operating losses begin to expire in 2027 and 2018, respectively. As of December 31, 2014, the Company had Alternative Minimum Tax credit carryforwards of $0.6 million, which can be carried forward indefinitely. As of December 31, 2014, the Company had federal jobs credit carryforwards of $0.6 million, which begin to expire in 2026. | |||||
Utilization of net operating loss, credit, and other carryforwards are subject to annual limitations due to ownership changes as provided by the Internal Revenue Code of 1986, as amended and similar state provisions. An ownership change is defined as a greater than 50% change in ownership by 5% shareholders in any three-year period. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, the Company had a "change in ownership" event that limits the utilization of net operating loss, credit, and other carryforwards that were previously available to MTR Gaming Group to offset future taxable income. The "change in ownership" event occurred on September 19, 2014 in connection with the merger with MTR Gaming Group. This limitation resulted in no significant loss of federal attributes, but did result in significant loss of state attributes. The federal and state net operating loss credit and other carryforwards are stated net of limitations. | |||||
As of December 31, 2014, there are no unrecognized tax benefits and the Company does not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next twelve months. | |||||
The Company files a US federal and various state and local income tax returns. | |||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Employee Benefit Plans | |
Employee Benefit Plans | 11. Employee Benefit Plans |
Resorts' Plans. Resorts participates in a multi-employer savings plan (the "401(k) Plan") qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan in which Resorts participates functions as an aggregation of several single-employer plans in order to enable the participating employers to pool plan assets for investment purposes and to reduce the costs of plan administration. The 401(k) Plan maintains separate accounts for each employer so that each employer's contributions provide benefits only for its employees. Generally, all employees of Resorts who are 21 years of age or older, who have completed six months and 1,000 hours of service and who are not covered by collective bargaining agreements, including the named executive officers, are eligible to participate in the 401(k) Plan. Employees who elect to participate in the 401(k) Plan may defer up to 100% but not less than 1% of their annual compensation, subject to statutory and certain other limits. Effective February 15, 2009, Resorts ceased making matching contributions to the 401(k) Plan. Effective February 1, 2014, Eldorado Reno reinstated an employer matching contribution up to 25 percent of the first four percent of each participating employee's compensation. Employees of the Eldorado Shreveport also participate in Resorts' 401(k) Plan. The plan covering Eldorado Shreveport's employees allows for an employer contribution up to 50 percent of the first six percent of each participating employee's contribution, subject to statutory and certain other limits. Resorts' matching contributions were $0.4 million, $0.2 million and $0.3 million, respectively, for the years ended December 31, 2014, 2013 and 2012. | |
MTR Gaming's Plans. In December 2008, MTR Gaming established the MTR Gaming Group, Inc. Retirement Plan (the "MTR Retirement Plan"). At that time, the Mountaineer qualified defined contribution plan and the Scioto Downs' 401(k) plan were merged into the MTR Retirement Plan. Additionally, the Retirement Plan provides 401(k) participation to Presque Isle Downs' employees. Matching contributions by MTR Gaming were $0.1 million for the 2014 period subsequent to the Merger Date. | |
Mountaineer's qualified defined contribution plan (established by West Virginia legislation) covers substantially all of its employees and was merged as a component of the MTR Retirement Plan as previously discussed. Contributions to the plan are based on 1/4% of the race track and simulcast wagering handles and approximately 1% of the net win from gaming operations until the racetrack reaches its Excess Net Terminal Income threshold, which for Mountaineer is approximately $160 million per year based on the state's June 30 fiscal year. Contributions to the MTR Retirement Plan for the benefit of Mountaineer employees were $0.4 million for the 2014 period subsequent to the Merger Date. | |
Scioto Downs sponsors a noncontributory defined-benefit plan covering all full-time employees meeting certain age and service requirements. On May 31, 2001, the plan was amended to freeze eligibility, accrual of years of service and benefits. Scioto Downs' pension income during the 2014 period subsequent to the Merger Date was $39,000. As of December 31, 2014, the fair value of the plan assets was approximately $1.2 million and the fair value of the benefit obligations was approximately $0.9 million, resulting in an over-funded status of $0.3 million. The plan assets are comprised primarily of money market and mutual funds whose values are determined based on quoted market prices and are classified in Level 1 of the fair value hierarchy. We did not make cash contributions to the Scioto Downs pension plan during the 2014 period subsequent to the Merger Date. | |
Common_Stock_and_Incentive_Awa
Common Stock and Incentive Awards | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Common Stock and Incentive Awards | ||||||||||||||||
Common Stock and Incentive Awards | 12. Common Stock and Incentive Awards | |||||||||||||||
Common Stock & Stock-Based Awards | ||||||||||||||||
The Company has authorized common stock of 100,000,000 shares, par value $0.00001 per share. | ||||||||||||||||
On September 19, 2014, as a result of the Merger, all MTR Gaming common stock, par value $0.00001 per share ("MTR Stock"), all options and rights to receive MTR Gaming Stock (each, a "Stock Option") granted under the MTR Gaming 2010 Long Term Incentive Plan (the "Plan"), and all restricted stock units in respect of shares of MTR Gaming Stock (each, an "MTR RSU") that were outstanding immediately prior to the Effective Time were converted into a right to receive shares of ERI Stock, or options to acquire ERI Stock, as follows: | ||||||||||||||||
• | 5,785,123 shares of MTR Stock converted into a right to receive $6.05 in cash per each share of MTR Stock, and the remaining 22,600,961 shares of MTR Stock converted into the right to receive one share of ERI Common Stock per each share of MTR Stock. | |||||||||||||||
• | All outstanding MTR Gaming Stock Options vested (to the extent not already vested) and converted into an option or right to purchase the same number of shares of ERI Common Stock (at the same exercise price per share as in effect prior to such conversion). All other terms, except vesting requirements, applicable to such stock options remain the same. | |||||||||||||||
• | Each MTR RSU that was outstanding under the Plan (including any such MTR RSUs held in participant accounts under any employee benefit or compensation plan or arrangement of MTR Gaming) were settled in the same number of shares of ERI stock as the number of shares of MTR Stock that were subject to such MTR RSU immediately prior to the Effective Time. No further vesting, lapse, or other restrictions under the terms of the prior award agreement applicable to such MTR RSU will apply. | |||||||||||||||
Upon consummation of the Mergers, the Company assumed the Plan from MTR Gaming in accordance with the Plan's terms. | ||||||||||||||||
Due to the MTR Gaming Stock Options being fully vested immediately prior to the Mergers and no additional equity awards being issued by the Company subsequent to the Merger, the Company did not record any stock-based compensation expense during the year ended December 31, 2014. | ||||||||||||||||
A summary of the Stock Option activity from the date of the Merger Date is as follows: | ||||||||||||||||
Options | Range of | Weighted-Average | Weighted-Average | Aggregate | ||||||||||||
Exercise Prices | Exercise Price | Remaining | Intrinsic Value | |||||||||||||
Contractual Life | ||||||||||||||||
(in years) | (in millions) | |||||||||||||||
Outstanding as of Merger Date | 474,833 | $2.44 - $16.27 | $ | 7.13 | ||||||||||||
Granted | ||||||||||||||||
Exercised | (76,633 | ) | $2.44 - $3.94 | $ | 3.22 | |||||||||||
Expired | — | — | — | |||||||||||||
Forfeited | — | — | — | |||||||||||||
| | | | | | | | | | | | | | | | |
Outstanding and Exercisable—December 31, 2014 | 398,200 | $2.44 - $16.27 | $ | 7.88 | 4.54 | $ | 0.2 | |||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash received from the exercise of stock options was $0.2 million for the year ended December 31, 2014. The Company did not recognize a tax benefit from the stock option exercises as the Company is in a net operating loss carryforward position. | ||||||||||||||||
In January 2015, the Company's Board of Directors approved the 2015 Long-Term Incentive Plan subject to shareholder approval. | ||||||||||||||||
Earnings_per_Share
Earnings per Share | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Earnings per Share | |||||||||||
Earnings per Share | 13. Earnings per Share | ||||||||||
The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the years ended December 31, 2014, 2013 and 2012 (dollars in thousands, except per share amounts): | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net loss available to common stockholders | $ | (14,425 | ) | $ | 18,897 | $ | (991 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Shares outstanding: | |||||||||||
Weighted average shares outstanding | 29,901,405 | 23,311,492 | 23,311,492 | ||||||||
Effect of dilutive securities | — | — | — | ||||||||
| | | | | | | | | | | |
Diluted shares outstanding | 29,901,405 | 23,311,492 | 23,311,492 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Basic and diluted net (loss) income per common share | $ | (0.48 | ) | $ | 0.81 | $ | (0.04 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
As the accounting acquirer in the Merger and in accordance with the applicable accounting guidance in ASC 805, for purposes of computing comparative earnings per share, the Company has presented the historical weighted average number of common shares outstanding multiplied by the exchange ratio established in the Merger Agreement (see Note 3) for the years ended December 31, 2013 and 2012. At the Merger Date, there were no dilutive securities outstanding. | |||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accumulated Other Comprehensive (Loss) Income | |||||
Accumulated Other Comprehensive (Loss) Income | 14. Accumulated Other Comprehensive (Loss) Income | ||||
The Company's accumulated other comprehensive loss is related to the Scioto Downs defined benefit pension plan and Silver Legacy's supplemental executive retirement plan. A summary of the change in accumulated other comprehensive income during the year ended December 31, 2014 is as follows (in thousands): | |||||
Balance as of December 31, 2013 | $ | 1,772 | |||
Other comprehensive income before reclassifications, net of tax of $50 | 87 | ||||
Amounts reclassified from accumulated other comprehensive income | (1,772 | ) | |||
| | | | | |
Net current-period other comprehensive loss | (1,685 | ) | |||
| | | | | |
Balance as of December 31, 2014 | $ | 87 | |||
| | | | | |
| | | | | |
Amounts reclassified from accumulated other comprehensive loss are limited to the amortization of actuarial losses, which are a component of net periodic benefit cost. These reclassifications are included as a component of general and administrative expense in the accompanying consolidated statement of operations. Silver Legacy's supplemental executive retirement plan was terminated and liquidated in 2014. | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Commitments and Contingencies. | |||||||||||
Commitments and Contingencies | 15. Commitments and Contingencies | ||||||||||
Capital Leases. MTR and Resorts lease certain equipment under agreements classified as capital leases. In 2013, the Company entered into two lease agreements in the original amounts of $0.1 million and $25,000 with third party lessors to acquire network equipment and maintenance equipment at Eldorado Reno at 2.799% per annum and 8.453% per annum, respectively. The first lease has an original term of three annual payments of $24,000 per year and the second lease has an original term of 36 months with monthly payments of $714. In 2010, Eldorado Reno entered into a lease agreement in the original amount of $0.6 million with a third party lessor to acquire a hotel video on demand system at Eldorado Reno at 6.132% per annum. The lease has an original term of 48 months with monthly payments of $12,875. During 2006, Eldorado Reno entered into a lease agreement in the original amount of $0.7 million with a third party lessor to acquire mini-bars for hotel rooms at Eldorado Reno at 9.875% per annum with a 96 month term. The leases are treated as capital leases for financial reporting purposes. The future minimum lease payments, including interest, at December 31, 2014 are $32,000 in 2015 and $4,000 in 2016. After reducing these amounts for interest of $1,000, the present value of the minimum lease payments at December 31, 2014 is $36,000. | |||||||||||
Operating Leases. MTR and Resorts lease land and certain equipment, including some of our slot machines, timing and photo finish equipment, videotape and closed circuit television equipment, and certain pari-mutuel equipment, under operating leases. Future minimum payments under non-cancellable operating leases with initial terms of one year or more consisted of the following at December 31, 2014 (in thousands): | |||||||||||
Shreveport | Other Leases | ||||||||||
Ground Lease | |||||||||||
2015 | $ | 404 | $ | 1,884 | |||||||
2016 | 463 | 1,075 | |||||||||
2017 | 463 | 602 | |||||||||
2018 | 463 | 534 | |||||||||
2019 | 463 | 470 | |||||||||
Thereafter | 20,249 | 3,200 | |||||||||
| | | | | | | | ||||
$ | 22,505 | $ | 7,765 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Total rental expense under operating leases (exclusive of the Shreveport ground lease described below) was $2.3 million, $1.6 million and $1.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. Additional rent for land upon which the Eldorado Hotel Casino resides of $0.6 million in each of the years ended December 31, 2014, 2013 and 2012 was paid to C. S. & Y. Associates, a general partnership of which Carano is a general partner. This rental agreement expires June 30, 2027 and the rental payments are more fully described in Note 16, Related Parties. | |||||||||||
Eldorado Shreveport is party to a ground lease with the City of Shreveport for the land on which the casino was built. The lease had an initial term which ended December 20, 2010 with subsequent renewals for up to an additional 40 years. The base rental amount during the initial ten-year lease term was $0.5 million per year. The Louisiana Partnership has extended the lease for the first five-year renewal term during which the base annual rental is $0.4 million. The annual base rental payment will increase by 15% during each of the second, third, fourth and fifth five-year renewal terms with no further increases. The base rental portion of the ground lease is being amortized on a straight-line basis. In addition to the base rent, the lease requires percentage rent based on adjusted gross receipts to the City of Shreveport and payments in lieu of admission fees to the City of Shreveport and the Bossier Parish School Board. Expenses under the terms of the ground lease are as follows (in thousands): | |||||||||||
For the year ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Ground lease: | |||||||||||
Base rent | $ | 585 | $ | 585 | $ | 585 | |||||
Percentage rent | 1,336 | 1,400 | 1,483 | ||||||||
| | | | | | | | | | | |
1,921 | 1,985 | 2,068 | |||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Payment in lieu of admissions fees and school taxes | $ | 5,908 | $ | 6,154 | $ | 6,490 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Eldorado Shreveport previously leased retail space located across the street from the casino/hotel complex to unrelated retail tenants. Rental revenue for the year ended December 31, 2012 amounted to $0.1 million and is included in other operating revenues on the accompanying consolidated statement of operations and comprehensive income. During the third quarter of 2012, Eldorado Shreveport donated this property to the City of Shreveport and recorded a charge of $0.8 million, which represented the net book value of the property as of the donation date. | |||||||||||
Bond Requirements. Mountaineer is required to maintain bonds in the aggregate amount of $1.1 million for the benefit of the West Virginia Lottery Commission, Presque Isle Downs is required to maintain a slot machine payment bond for the benefit of the Commonwealth of Pennsylvania in the amount of $1.0 million and Scioto Downs is required to maintain a VLT license bond for the benefit of the Ohio Lottery Commission in the amount of $1.0 million. The bonding requirements have been satisfied via the issuance of surety bonds. | |||||||||||
Litigation. We are a party to various lawsuits, which have arisen in the normal course of our business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material to our consolidated financial condition and those estimated losses are not expected to have a material impact on our results of operations. | |||||||||||
Ohio Gaming Referendum Challenge. On October 21, 2011, the Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos. As interveners, we, along with four of the other racinos in Ohio, filed motions for judgment on the pleadings to supplement the position of the Racing Commission. In May 2012, the Court of Common Pleas dismissed the case; however, the plaintiffs filed an appeal and oral arguments were held on January 17, 2013 in the 10th District Court of Appeals. In March 2013, the Court of Appeals upheld the ruling. The decision of the Appeals Court was appealed to the Ohio Supreme Court by the plaintiffs on April 30, 2013 and the Ohio Supreme Court has elected to accept the appeal. The Ohio Supreme Court temporarily stayed the appeal until it first ruled on a matter with similar procedural issues. A decision was issued on that case on June 10, 2014. Accordingly, along with the State Appellees, a motion to dismiss as improvidently granted was filed which was partially granted. The remaining propositions of law have been briefed by both parties and oral argument is scheduled for June 23, 2015. | |||||||||||
Environmental Remediation. In October 2004, MTR Gaming acquired 229 acres of real property, known as the International Paper site, as an alternative site to build Presque Isle Downs. In connection with our acquisition of the International Paper site, MTR Gaming entered into a consent order and decree (the "Consent Order") with the PaDEP and International Paper insulating it from liability for certain pre-existing contamination, subject to compliance with the Consent Order, which included a proposed environmental remediation plan for the site, which was tied specifically to the use of the property as a racetrack. The proposed environmental remediation plan in the Consent Order was based upon a "baseline environmental report" and management estimated that such remediation would be subsumed within the cost of developing the property as a racetrack. The racetrack was never developed at this site. In October 2005, MTR Gaming sold approximately 205 acres to GEIDC which assumed primary responsibility for the remediation obligations under the Consent Order relating to the property they acquired. However, MTR Gaming was advised by the PaDEP that it was not released from its liability and responsibility under the Consent Order. MTR Gaming also purchased an Environmental Risk Insurance Policy in the amount of $10.0 million with respect to the property, which expires in October 2015. Management believes the insurance coverage is in excess of any exposure that it may have in this matter. | |||||||||||
Regulatory Gaming Assessments. The Pennsylvania Gaming Control Board (the "PGCB"), the Pennsylvania Department of Revenue and the Pennsylvania State Police (collectively "the Borrowers"), were required to fund the costs they incurred in connection with the initial development of the infrastructure to support gaming operations in Pennsylvania as well as the initial ongoing costs of the Borrowers. The initial funding of these costs was provided from a loan from the Pennsylvania General Fund in the amount of approximately $36.1 million, and further funding was provided from additional loans from the Pennsylvania Property Tax Reserve Fund in the aggregate amount of approximately $63.8 million. | |||||||||||
The Pennsylvania Department of Revenue will assess all licensees, including Presque Isle Downs, their proportionate share of amounts represented by the borrowings, which are in the aggregate amount of $99.9 million, once the designated number of Pennsylvania's slot machine licensees is operational. On July 11, 2011, the PGCB issued an administrative order which established that payments associated with the $63.8 million that was borrowed from the Property Tax Reserve Fund would commence on January 1, 2012. The repayment allocation between all current licensees is based upon equal weighting of (1) cumulative gross slot revenue since inception in relation to the combined cumulative gross slot revenue for all licensees and (2) single year gross slot revenue (during the state's fiscal year ending June 30) in relation to the combined single year gross slot revenue for all licensees; and amounts paid each year will be adjusted annually based upon changes in the licensee's proportionate share of gross slot revenue. MTR Gaming has estimated that its total proportionate share of the aggregate $63.8 million to be assessed to the gaming facilities will be approximately $4.2 million and will be paid quarterly over a ten-year period, which began effective January 1, 2012. For the $36.1 million that was borrowed from the General Fund, payment is scheduled to begin after all fourteen licensees are operational. Although MTR Gaming cannot determine when payment will begin, it has considered a similar repayment model for the General Fund borrowings and estimated that its total proportionate share of the aggregate $36.1 million to all fourteen gaming facilities will approximate $2.2 million, which has been accrued in the accompanying consolidated balance sheet at December 31, 2014. | |||||||||||
The recorded estimate is subject to revision based upon future changes in the revenue assumptions utilized to develop the estimate. The estimated total obligation at December 31, 2014 was $0.5 million and is accrued in the accompanying unaudited consolidated balance sheet. MTR Gaming paid approximately $0.1million during the 2014 period subsequent to the Merger Date. | |||||||||||
Agreements with Horsemen and Pari-mutuel Clerks. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines (a "proceeds agreement") with a representative of a majority of the horse owners and trainers and with a representative of a majority of the pari-mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. We have the requisite agreements in place with the horsemen at Mountaineer until December 31, 2015. With respect to the Mountaineer pari-mutuel clerks, we have a labor agreement in force until November 30, 2015 and a proceeds agreement until April 14, 2015. We are required to have a proceeds agreement in effect on July 1 of each year with the horsemen and the pari-mutuel clerks as a condition to renewal of our video lottery license for such year. If the requisite proceeds agreement is not in place as of July 1 of a particular year, Mountaineer's application for renewal of its video lottery license could be denied, in which case Mountaineer would not be permitted to operate either its slot machines or table games. Scioto Downs has the requisite agreement in place with the OHHA until December 31, 2023, with automatic two-year renewals unless either party requests re-negotiation pursuant to its terms. Presque Isle Downs has the requisite agreement in place with the Pennsylvania Horsemen's Benevolent and Protective Association until May 1, 2019. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen's agreements and the agreement between Mountaineer and the pari-mutuel clerks' union described above, each of the agreements referred to in this paragraph may be terminated upon written notice by either party. | |||||||||||
Presque Isle Downs, Inc. v Dwayne Cooper Enterprises, Inc. et al; Civil Action No. 10493-2009; Court of Common Pleas of Erie County, Pennsylvania. On April 17, 2010, Presque Isle Downs, Inc. initiated legal action in the Court of Common Pleas of Erie County, Pennsylvania, against defendants Dwayne Cooper Enterprises, Inc. ("DCE"), Turner Construction Company ("Turner"), and Rectenwald Buehler Architects, Inc. f/k/a Weborg Rectenwald Buehler Architects, Inc. ("RB") to recover damages arising out of failures of the surveillance system installed during the original construction of the casino facilities at Presque Isle Downs. DCE supplied and installed the surveillance system, RB acted as the project architect, and Turner served as the construction manager on the project. Shortly after Presque Isle Downs opened on February 28, 2007, it discovered that certain components of the surveillance system were defective, malfunctioning or missing. After efforts to remediate the deficiencies in the system were unsuccessful, it became necessary to replace certain components of the surveillance system at a cost of $1.9 million, and to write-off approximately $1.5 million related to the net book value of the equipment that was replaced. On April 5, 2011, Presque Isle Downs obtained a default judgment against DCE in the amount of $2.7 million. Efforts to enforce the judgment against DCE are ongoing but the assets of DCE appear to be modest and materially insufficient to pay the judgment. Any proceeds that may be received will be recorded as the amounts are realized. Defendant RB joined five additional vendors/subcontractors as additional defendants in the case. Each of the defendants and all but one of the additional defendants filed motions or objections requesting that the Court dismiss the claims against it. After these motions and objections were denied and the parties engaged in limited discovery, the parties agreed to submit the case to mediation. The mediation occurred on February 10, 2015, and resulted in an agreement under which the sum of $705,000.00 would be paid to Presque Isle Downs, Inc. in exchange for a general release of the defendants (except DCE) and the additional defendants. A draft settlement agreement has been prepared and is currently under review by all parties. It is anticipated that the settlement will be concluded and the case voluntarily dismissed by June 30, 2015. | |||||||||||
State ex rel. Walgate v. Kasich; Case No. 11 CV-10-13126; Court of Common Pleas Franklin County, Ohio. On October 21, 2011, the Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos. As interveners, we, along with four of the other racinos in Ohio, filed motions for judgment on the pleadings to supplement the position of the Racing Commission. In May 2012, the Court of Common Pleas dismissed the case; however, the plaintiffs filed an appeal and oral arguments were held on January 17, 2013 in the 10th District Court of Appeals. In March 2013, the Court of Appeals upheld the ruling. The decision of the Appeals Court was appealed to the Ohio Supreme Court by the plaintiffs on April 30, 2013 and the Ohio Supreme Court has elected to accept the appeal. The Ohio Supreme Court temporarily stayed the appeal until it first ruled on a matter with similar procedural issues. A decision was issued on that case on June 10, 2014. Accordingly, along with the State Appellees, a motion to dismiss as improvidently granted was filed which was partially granted. The remaining propositions of law have been briefed by both parties and oral argument is scheduled for June 23, 2015. | |||||||||||
Related_Parties
Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Related Parties | |
Related Parties | 16. Related Parties |
Prior to the consummation of the Merger Resorts was party to a management agreement (the "Eldorado Management Agreement") with REI and HCM, pursuant to which REI and HCM (collectively, the "Managers") agreed to (a) develop strategic plans for Resorts' business, including preparing annual budgets and capital expenditure plans, (b) provide advice and oversight with respect to financial matters of Resorts, (c) establish and oversee the operation of financial accounting systems and controls and regularly review Resorts' financial reports, (d) provide planning, design and architectural services to Resorts and (e) furnish advice and recommendations with respect to certain other aspects of Resorts' operations. In consideration for such services, Resorts agreed to pay the Managers a management fee not to exceed 1.5% of Resorts' annual net revenues, not to exceed $600,000 per year. The current term of the Eldorado Management Agreement continues in effect until July 1, 2017, and the term will continue to be automatically extended for additional three-year periods until it is terminated by one of the parties. During each of the years 2014, 2013 and 2012, the Company paid management fees to REI and HCM in the aggregate amount of $0.5 million, $0.6 million, and $0.6 million, respectively. REI is beneficially owned by members of the Carano family and HCM is beneficially owned by members of the Poncia family. The Carano family and Poncia family hold significant ownership interests in ERI. Management fees were not paid subsequent to the consummation of the Merger. Subsequent to the consummation of the Merger, Donald L. Carano and Raymond J. Poncia received remuneration in the amount of $0.3 million and $0.2 million, respectively, for their services as consultants to ERI and its subsidiaries in lieu of the management fees previously paid under the terms of the Resorts' management agreement. | |
As of December 31, 2014 and 2013, the Company's receivables from related parties amounted to $0.4 million $0.4 million, respectively. As of December 31, 2014 and 2013, the Company's payables to related parties amounted to $0.2 million and $0.2 million, respectively. | |
In connection with the Merger, the Company advanced $5.0 million to MTR Gaming which was used to repurchase MTR Gaming common stock. The advance is included in investment in and advances to unconsolidated affiliates on the accompanying consolidated balance sheet at December 31, 2014. Additionally, MTR Gaming reimbursed the Company $1.5 million in December 2014 for allocated corporate general and administrative costs incurred subsequent to the consummation of the Merger through December 31, 2014. | |
Subsequent the Merger, the MTR Gaming properties began purchasing Eldorado Reno homemade pasta and other products for use in their restaurants. During the year ended December 31, 2014, MTR Gaming paid Eldorado Reno $29,000 for these products. Additionally, several Eldorado Reno restaurant chefs traveled to the MTR Gaming properties to provide services. Payroll and costs associated with these services were charged to the MTR Gaming properties and totaled $0.1 million during the period from the Merger Date through December 31, 2014. Additional reimbursements, in the ordinary course of business, were also charged between Eldorado Reno and MTR Gaming as a result of the Merger. | |
The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates, a general partnership of which Carano is a general partner (the "CSY Lease"). The CSY Lease expires on June 30, 2027. Annual rent is equal to the greater of (1) $0.4 million or (2) an amount based on a decreasing percentage of the Eldorado's gross gaming revenues ranging from 3% of the first $6.5 million of gross gaming revenues to 0.1% of gross gaming revenues in excess of $75.0 million. Rent pursuant to the CSY Lease amounted to approximately $0.6 million in each of the years ended December 31, 2014, 2013 and 2012. On May 30, 2011, the Company and C. S. & Y Associates entered into a fourth amendment to the CSY Lease. C. S & Y Associates agreed to execute and deliver the deeds of trust encumbering the approximately 30,000 square feet leased from C. S. & Y Associates on which a portion of Eldorado Reno is located as security for the Senior Secured Notes and the Secured Credit Facility. In exchange for this subordination, a fee of $0.1 million will be paid annually during the term of the Indenture. In each of the years 2014, 2013 and 2012, the Company paid $0.1 million to C. S. & Y Associates for this subordination. | |
The Company from time to time leases an aircraft owned by REI, which indirectly owns 47% of Resorts, for use in operating the Company's business. In 2014, 2013 and 2012, lease payments for the aircraft totaled $0.6 million, $0.8 million and $0.8 million, respectively. | |
The Company from time to time leases a yacht owned by Sierra Adventure Equipment, Inc., a limited liability company beneficially owned by REI, for use in operating the Company's business. In 2014, 2013 and 2012, lease payments for the yacht totaled approximately $2,500, $13,000 and $8,000, respectively. | |
The Company occasionally purchases wine directly from the Ferrari Carano Winery, which is owned by REI and Carano. Wine purchases are sent directly to customers in appreciation of their patronage. In 2014, 2013 and 2012, the Company spent approximately $35,000, $1,000 and $23,000, respectively, for these products. | |
Resorts owns the skywalk that connects the Silver Legacy with Eldorado Reno. The charges from the service provider for the utilities associated with this skywalk are billed to the Silver Legacy together with the charges for the utilities associated with the Silver Legacy. Such charges are paid to the service provider by Silver Legacy, and the Silver Legacy is reimbursed by Eldorado Reno for the portion of the charges allocable to the utilities provided to the skywalk. The charges for the utilities provided to the skywalk during each year ended December 31, 2014, 2013 and 2012 totaled $0.1 million. | |
In October 2005, the Silver Legacy began providing on-site laundry services for Eldorado Reno related to the cleaning of certain types of linens. Although there is no agreement obligating Eldorado Reno to utilize this service, it is anticipated that the Silver Legacy will continue to provide these laundry services in the future. The Silver Legacy charges Eldorado Reno for labor and laundry supplies on a per unit basis which totaled $0.2 million, $0.1 million and $0.1 million, respectively, during the years ended December 31, 2014, 2013 and 2012. | |
Since 1998, the Silver Legacy has purchased from Eldorado Reno homemade pasta and other products for use in the restaurants at Silver Legacy and it is anticipated that Silver Legacy will continue to make similar purchases in the future. For purchases of these products during each year ended December 31, 2014, 2013 and 2012, which are billed to Silver Legacy at cost plus associated labor, the Silver Legacy paid Eldorado Reno $0.1 million. | |
In April 2008, the Silver Legacy and Eldorado Reno began combining certain back-of-the-house and administrative departmental operations, including purchasing, advertising, information systems, surveillance, retail and engineering, of Eldorado Reno and Silver Legacy in an effort to achieve payroll cost savings synergies at both properties. Payroll costs associated with the combined operations are shared equally and are billed at cost plus an estimated allocation for related benefits and taxes. During 2014, 2013 and 2012, the Silver Legacy reimbursed Eldorado Reno $0.5 million, $0.6 million and $0.7 million, respectively, for Silver Legacy's allocable portion of the shared administrative services costs associated with the operations performed at Eldorado Reno and Eldorado Reno reimbursed the Silver Legacy $0.3 million in each year for Eldorado Reno's allocable portion of the shared administrative services costs associated with the operations performed at Silver Legacy. | |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Segment Information | |||||||||||
Segment Information | 17. Segment Information | ||||||||||
The following table sets forth, for the period indicated, certain operating data for our reportable segments. Management views each of our casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company's principal operating activities occur in three geographic regions: Reno, Shreveport and the eastern states. The Company has aggregated its operating segments into three reportable segments: Eldorado Reno, Eldorado Shreveport and MTR Gaming (Merger Date through December 31, 2014). | |||||||||||
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Revenues and expenses | |||||||||||
Eldorado Reno: | |||||||||||
Net operating revenues(a) | $ | 105,945 | $ | 109,691 | $ | 109,090 | |||||
Expenses, excluding depreciation and corporate | (95,542 | ) | (96,685 | ) | (96,485 | ) | |||||
Corporate expense | (1,659 | ) | — | — | |||||||
(Loss) gain on sale or disposal of property | — | (14 | ) | 4 | |||||||
Equity in income (losses) of unconsolidated affiliates | 2,705 | 3,355 | (8,952 | ) | |||||||
Acquisition charges | (6,348 | ) | (3,173 | ) | — | ||||||
Depreciation | (7,951 | ) | (8,318 | ) | (9,215 | ) | |||||
| | | | | | | | | | | |
Operating (loss) income—Eldorado Reno | $ | (2,850 | ) | $ | 4,856 | $ | (5,558 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Eldorado Shreveport: | |||||||||||
Net operating revenues | $ | 133,960 | $ | 140,495 | $ | 148,650 | |||||
Expenses, excluding depreciation, amortization(a) | (112,068 | ) | (113,844 | ) | (118,613 | ) | |||||
Loss on sale or disposal of property | (84 | ) | (212 | ) | (202 | ) | |||||
Depreciation and amortization | (8,403 | ) | (8,713 | ) | (8,436 | ) | |||||
| | | | | | | | | | | |
Operating income—Eldorado Shreveport | $ | 13,405 | $ | 17,726 | $ | 21,399 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
MTR Gaming: | |||||||||||
Net operating revenues | $ | 124,168 | $ | — | $ | — | |||||
Expenses, excluding depreciation, amortization and corporate | (103,816 | ) | — | — | |||||||
Loss on sale or disposal of property | — | — | — | ||||||||
Acquisition charges | (1,063 | ) | — | — | |||||||
Depreciation and amortization | (12,289 | ) | — | — | |||||||
| | | | | | | | | | | |
Operating income—MTR Gaming | $ | 7,000 | $ | — | $ | — | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Total Reportable Segments | |||||||||||
Net operating revenues(a) | $ | 364,073 | $ | 250,186 | $ | 257,740 | |||||
Expenses, excluding depreciation, amortization(a) | (313,085 | ) | (210,529 | ) | (215,098 | ) | |||||
Loss on sale or disposal of property | (84 | ) | (226 | ) | (198 | ) | |||||
Equity in income (losses) of unconsolidated affiliates | 2,705 | 3,355 | (8,952 | ) | |||||||
Acquisition charges | (7,411 | ) | (3,173 | ) | — | ||||||
Depreciation and amortization | (28,643 | ) | (17,031 | ) | (17,651 | ) | |||||
| | | | | | | | | | | |
Operating income—Total Reportable Segments | $ | 17,555 | $ | 22,582 | $ | 15,841 | |||||
Reconciliations to Consolidated Net Income (Loss): | |||||||||||
Operating Income—Total Reportable Segments | $ | 17,555 | $ | 22,582 | $ | 15,841 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Unallocated income and expenses: | |||||||||||
Interest income | 18 | 16 | 14 | ||||||||
Interest expense | (30,752 | ) | (15,681 | ) | (16,069 | ) | |||||
Gain on extinguishment of debt of unconsolidated affiliate | 11,980 | — | |||||||||
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | 715 | — | — | ||||||||
Loss on early retirement of debt | (90 | ) | — | (22 | ) | ||||||
Loss on property donation | — | — | (755 | ) | |||||||
Non-controlling interest | (103 | ) | — | — | |||||||
Provision for income taxes | (1,768 | ) | — | — | |||||||
| | | | | | | | | | | |
Net (loss) income | $ | (14,425 | ) | $ | 18,897 | $ | (991 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
(a) | Before the elimination of $2.3 million, $3.0 million and $3.0 million of management and incentive fees received by Eldorado Reno and paid by Eldorado Shreveport for 2014, 2013 and 2012, respectively. | ||||||||||
For the year ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Capital Expenditures | |||||||||||
Eldorado Reno | $ | 3,475 | $ | 3,520 | $ | 3,177 | |||||
Eldorado Shreveport | 3,273 | 3,893 | 6,004 | ||||||||
MTR Gaming | 3,816 | — | — | ||||||||
| | | | | | | | | | | |
Total | $ | 10,564 | $ | 7,413 | $ | 9,181 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As of December 31, | |||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Total Assets(a) | |||||||||||
Eldorado Reno | $ | 236,330 | $ | 252,066 | |||||||
Eldorado Shreveport | 143,928 | 150,766 | |||||||||
MTR Gaming | 921,726 | — | |||||||||
Eliminating entries(b) | (126,654 | ) | (132,650 | ) | |||||||
| | | | | | | | ||||
Total | $ | 1,174,869 | $ | 270,182 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
(a) | Total assets presented in this table are considered restricted under the Company's debt indenture agreements described in Note 9. | ||||||||||
(b) | Reflects the following eliminations for the periods indicated: | ||||||||||
Proceeds from Resorts Senior Secured Notes loaned to Eldorado Shreveport | $ | 116,308 | $ | 118,038 | |||||||
Accrued interest on the above intercompany loan | 418 | 418 | |||||||||
Intercompany receivables/payables | 130 | 91 | |||||||||
Net investment in and advances to MTR Gaming | 5,000 | — | |||||||||
Net investment in and advances to Eldorado Shreveport | 4,798 | 14,103 | |||||||||
| | | | | | | | ||||
$ | 126,654 | $ | 132,650 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Quarterly_Data_Unaudited
Quarterly Data (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Data (Unaudited) | ||||||||||||||
Quarterly Data (Unaudited) | 18. Quarterly Data (Unaudited) | |||||||||||||
The following table sets forth certain consolidated quarterly financial information for the years ended December 31, 2014 and 2013. The quarterly information only includes the operations of MTR Gaming from the Merger Date through December 31, 2014. | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(Dollars in thousands, except per share amounts) | ||||||||||||||
2014:00:00 | ||||||||||||||
Revenues | $ | 67,083 | $ | 72,725 | $ | 90,528 | $ | 179,936 | ||||||
Less—promotional allowances | (10,053 | ) | (10,976 | ) | (11,579 | ) | (15,841 | ) | ||||||
| | | | | | | | | | | | | | |
Net revenues | 57,030 | 61,749 | 78,949 | 164,095 | ||||||||||
Operating expenses | 53,726 | 56,054 | 72,943 | 156,755 | ||||||||||
Operating income | 1,552 | 6,775 | 2,778 | 6,450 | ||||||||||
Net (loss) income | $ | (2,333 | ) | $ | 2,909 | $ | (4,064 | ) | $ | (10,834 | ) | |||
Basic and diluted net income per common share | $ | (0.10 | ) | $ | 0.12 | $ | (0.16 | ) | $ | (0.23 | ) | |||
Weighted average shares outstanding—basic and diluted | 23,311,492 | 23,311,492 | 26,075,022 | 46,441,249 | ||||||||||
2013:00:00 | ||||||||||||||
Revenues | $ | 72,607 | $ | 76,864 | $ | 74,950 | $ | 65,832 | ||||||
Less—promotional allowances | (10,428 | ) | (11,036 | ) | (11,319 | ) | (10,284 | ) | ||||||
| | | | | | | | | | | | | | |
Net revenues | 62,179 | 65,828 | 63,631 | 55,548 | ||||||||||
Operating expenses | 55,448 | 57,301 | 57,283 | 54,528 | ||||||||||
Operating income | 6,025 | 10,500 | 7,092 | 1,035 | ||||||||||
Net income | $ | 2,087 | $ | 6,548 | $ | 3,184 | $ | 7,078 | ||||||
Basic and diluted net income per common share | $ | 0.09 | $ | 0.28 | $ | 0.14 | $ | 0.3 | ||||||
Weighted average shares outstanding—basic and diluted | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | ||||||||||
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Schedule II - Valuation and Qualifying Accounts | ||||||||||||||
Schedule II - Valuation and Qualifying Accounts | ||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||
Column A | Column B | Column C | Column D | Column E | ||||||||||
Balance at | Additions(1) | Deductions(2) | Balance at End | |||||||||||
Beginning of | of Period | |||||||||||||
Period | ||||||||||||||
Year ended December 31, 2014: | ||||||||||||||
Allowance for doubtful accounts | $ | 1,379 | $ | 1,266 | $ | 56 | $ | 2,589 | ||||||
Year ended December 31, 2013: | ||||||||||||||
Allowance for doubtful accounts | $ | 1,605 | $ | 847 | $ | 1,073 | $ | 1,379 | ||||||
Year ended December 31, 2012: | ||||||||||||||
Allowance for doubtful accounts | $ | 2,373 | $ | 271 | $ | 1,039 | $ | 1,605 | ||||||
-1 | Amounts charged to costs and expenses, net of recoveries. | |||||||||||||
-2 | Uncollectible accounts written off, net of recoveries of $200,000, $28,000 and $48,000 in 2014, 2013 and 2012, respectively. | |||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Principles of Consolidation | Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company as described in Note 1. All significant intercompany transactions have been eliminated in consolidation. | |||||||||||||
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("US GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into the Company's unaudited condensed consolidated financial statements include estimated useful lives for depreciable and amortizable assets, estimated allowance for doubtful accounts receivable, estimated cash flows in assessing the recoverability of long-lived assets, self-insurance reserves, players' club liabilities, contingencies and litigation, claims and assessments, and fair value measurements related to the Company's long-term debt. Actual results could differ from these estimates. | |||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash and cash equivalents include all unrestricted, highly liquid investments purchased with a remaining maturity of 90 days or less. Cash and cash equivalents also includes cash maintained for gaming operations. | |||||||||||||
Restricted Cash | Restricted Cash. Restricted cash includes unredeemed winning tickets from our racing operations, funds related to horsemen's fines and certain simulcasting funds that are restricted to payments for improving horsemen's facilities and racing purses at Scioto Downs, cash deposits that serve as collateral for letters of credit surety bonds and short-term certificates of deposit that serve as collateral for certain bonding requirements. The Company maintains renewable short term certificates of deposit in the amount of $0.3 million. | |||||||||||||
The Company also has a certificate of deposit which is used for security with the Nevada Department of Insurance for its self-insured workers compensation. The certificate of deposit matured on August 2, 2014 at which time it was renewed and increased in amount to $321,000 and the maturity date was extended to February 2, 2015. It was subsequently renewed and extended to August 5, 2015. | ||||||||||||||
Additionally, in connection with the Plan of Reorganization of the Silver Legacy Joint Venture (Note 5), each of Resorts and Galleon were required, among other things, to deposit $5.0 million of cash into a bank account as collateral in favor of the lender under the Silver Legacy Joint Venture credit agreement. In December 2014, the amount of cash deposited by Resorts and Galleon as collateral in favor of the lenders under the Silver Legacy Joint Venture credit agreement was reduced to $2.5 million. | ||||||||||||||
Accounts Receivable and Credit Risk | Accounts Receivable and Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues markers to approved casino customers following background checks and assessments of creditworthiness. Trade receivables, including casino and hotel receivables, are typically non-interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company's receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well a historical collection experience and current economic and business conditions. Management believes that as of December 31, 2014 and 2013, no significant concentrations of credit risk existed. | |||||||||||||
Certain Concentrations of Risk | Certain Concentrations of Risk. The Company's operations are in limited market areas. Therefore, the Company is subject to risks inherent within those markets. To the extent that new casinos enter into the markets or hotel room capacity is expanded, competition will increase. The Company may also be affected by economic conditions in the United States and globally affecting the markets or trends in visitation or spending in the markets in which it operates. We maintain cash balances at certain financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation. In addition, we maintain significant cash balances on hand at our gaming facilities. | |||||||||||||
Inventories | Inventories. Inventories are stated at the lower of average cost, using a first-in, first-out basis, or market. Inventories consist primarily of food and beverage, retail merchandise and operating supplies. Cost is determined primarily by the average cost method for food and beverage and operating supplies. | |||||||||||||
Property and Equipment | Property and Equipment. Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful life of the asset or the term of the capitalized lease, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in operating income. | |||||||||||||
Investment in Unconsolidated Affiliates | Investment in Unconsolidated Affiliates. Because Resorts does not control, but exerts significant influence over the operations of the Silver Legacy, the Company previously accounted for ELLC's 50% joint venture interest in and will account for its now 48.1% direct interest in the Silver Legacy using the equity method of accounting. Since Resorts operates in the same line of business as the Silver Legacy, which has casino and hotel operations, Resorts' equity in the income (loss) of the Silver Legacy Joint Venture is included in operating income. Similarly, Resorts accounted for its 21.3% interest in Tamarack using the equity method of accounting and included its equity in the income (loss) of Tamarack in operating income. | |||||||||||||
The Company considers whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. Estimated fair value is determined using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rate. There were no impairments of the Company's equity method investments during 2014, 2013 or 2012. | ||||||||||||||
Long-Lived and Finite-Lived Intangible Assets and Non-Operating Real Properties | Long-Lived and Finite-Lived Intangible Assets and Non-Operating Real Properties. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying amount of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying amount, an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. If the asset is still under development, future cash flows include remaining construction costs. An estimate of undiscounted future cash flows produced by the asset is compared to its carrying value to determine whether an impairment exists. An impairment loss is recognized only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value. If the undiscounted cash flows do not exceed the carrying amount, an impairment is recorded based on the fair value of the asset, typically measured using a discounted cash flow model. That assessment is based on the carrying amount of the asset at the date it is tested for recoverability, whether in use or under development. An impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. | |||||||||||||
We have designated certain assets, consisting principally of land and undeveloped properties, as non-operating real property and have declared our intent to sell those assets. No less than annually, we obtain independent appraisals of the fair value of these assets. Although we continue to actively market these properties for sale, we do not anticipate that we will be able to sell the majority of the assets within the next twelve months. As such, these properties are not classified as held-for-sale as of December 31, 2014. For undeveloped properties, including non-operating real properties, when indicators of impairment for non-operating properties are present, the properties are evaluated for impairment and losses are recorded when undiscounted cash flows estimated to be generated by an asset or market comparisons are less than the asset's carrying amount. The amount of the impairment loss is calculated as the excess of the asset's carrying value over its fair value, which is determined using a discounted cash flow analysis, management estimates or market comparisons. | ||||||||||||||
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets. Indefinite-lived intangible assets consist primarily of expenditures associated with obtaining racing and gaming licenses. Indefinite-lived intangible assets are not subject to amortization, but are subject to an annual impairment test. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. | |||||||||||||
Self-Insurance Reserves | Self-Insurance Reserves. The Company is self-insured for various levels of general liability, employee medical insurance coverage and workers' compensation coverage. Self-insurance reserves are estimated based on the Company's claims experience and are included in accrued other liabilities on the consolidated balance sheets. At December 31, 2014 and 2013, accrued insurance and medical claims reserves were $1.3 million. | |||||||||||||
Outstanding Chip Liability | Outstanding Chip Liability. The Company recognizes the impact on gaming revenues on an annual basis to reflect an estimate of the change in the value of outstanding chips that are not expected to be redeemed. This estimate is determined by measuring the difference between the total value of chips placed in service less the value of chips in the inventory of chips under our control. This measurement is performed on an annual basis utilizing a methodology in which a consistent formula is applied to estimate the percentage value of chips not in custody that are not expected to be redeemed. In addition to the formula, certain judgments are made with regard to various denominations and souvenir chips. | |||||||||||||
Frequent Players Program | Frequent Players Program. The Company offers programs at its properties whereby our participating patrons can accumulate points for wagering that can be redeemed for credits for free play on slot machines, lodging, food and beverage, merchandise and in limited situations, cash. Based upon the estimated redemptions of frequent player program points, an estimated liability is established for the cost of redemption of earned but unredeemed points. The estimated cost of redemption utilizes estimates and assumptions of the mix of the various product offerings for which the points will be redeemed and costs of such product offerings. Changes in the programs, membership levels and changes in the redemption patterns of our participating patrons can impact this liability. The aggregate outstanding liability for the frequent players program was $2.4 million and $2.0 at December 31, 2014 and 2013, respectively, and is included as a component of other accrued liabilities in our accompanying consolidated balance sheets. | |||||||||||||
Revenues and Promotional Allowances | Revenues and Promotional Allowances. The Company recognizes as casino revenue the net win from gaming activities, which is the difference between gaming wins and losses. Base and progressive jackpots are accrued and charged to revenue at the time the obligation to pay the jackpot is established. Gaming revenues are recognized net of certain cash and free play incentives. Pari-mutuel commissions consist of commissions earned from thoroughbred and harness racing and importing of simulcast signals from other race tracks and are recognized at the time wagers are made. Such commissions are a designated portion of the wagering handle as determined by state racing commissions, and are shown net of the taxes assessed by state and local agencies, as well as purses and other contractual amounts paid to horsemen associations. The Company recognizes revenues from fees earned through the exporting of simulcast signals to other race tracks at the time wagers are made. Such fees are based upon a predetermined percentage of handle as contracted with the other race tracks. Hotel, food and beverage, and other operating revenues are recognized as services are performed. Advance deposits on rooms and advance ticket sales are recorded as accrued liabilities until services are provided to the customer. | |||||||||||||
The retail value of food, beverage, rooms and other services furnished to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The Company rewards customers, through the use of our loyalty programs, with complimentaries based on amounts wagered or won that can be redeemed for a specified time period. The Company also offers discretionary coupons to our customers, the retail values of which are included as a component of promotional allowances in the accompanying consolidated statements of operations in accordance with Financial Accounting Standards Board ("FASB") Section 605-50 for revenue recognition. | ||||||||||||||
The retail value of complimentaries included in promotional allowances is as follows (in thousands): | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Food and beverage | $ | 33,182 | $ | 29,356 | $ | 28,246 | ||||||||
Hotel | 12,582 | 11,386 | 11,095 | |||||||||||
Other | 2,685 | 2,325 | 2,189 | |||||||||||
| | | | | | | | | | | ||||
$ | 48,449 | $ | 43,067 | $ | 41,530 | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
The estimated cost of providing such complimentary services are as follows (in thousands): | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Food and beverage | $ | 25,190 | $ | 22,873 | $ | 22,288 | ||||||||
Hotel | 5,030 | 4,438 | 4,300 | |||||||||||
Other | 1,860 | 1,608 | 1,539 | |||||||||||
| | | | | | | | | | | ||||
$ | 32,080 | $ | 28,919 | $ | 28,127 | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Advertising | Advertising. Advertising costs are expensed in the period the advertising initially takes place and are included in marketing and promotions expenses. Advertising costs included in marketing and promotion expenses were $22.0 million, $17.7 million and $18.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Income Taxes | Income Taxes. We account for income taxes and the related accounts under the liability method. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted rates expected to be in effect during the year in which the basis differences reverse. | |||||||||||||
We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. When assessing the need for valuation allowances, we consider future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the realizability of deferred tax assets in future years, we would adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. | ||||||||||||||
We recognize a benefit for tax positions that we believe will more likely than not be sustained upon examination. The amount of benefit recognized is the largest amount of benefit that we believe has more than a 50% probability of being realized upon settlement. We regularly monitor our tax positions and adjust the amount of recognized tax benefit based on our evaluation of information that has become available since the end of our last financial reporting period. Changes in recognized tax benefits are reflected within income tax expense. The difference between the amount of benefit taken or expected to be taken in a tax return and the amount of benefit recognized for financial reporting represents unrecognized tax benefits. These unrecognized tax benefits are presented in the balance sheet principally within accrued income taxes. Interest and tax-related penalties associated with uncertain tax positions are included in benefit for income taxes in the accompanying consolidated statement of operations. | ||||||||||||||
Prior to September 19, 2014, HoldCo was taxed as a partnership under the Internal Revenue Code pursuant to which income taxes were primarily the responsibility of the partners. ERI is a C Corporation subject to the federal and state corporate-level income taxes at prevailing corporate tax rates. There was no income tax expense for periods prior to the Merger Date because the Company was a partnership for income tax purposes. During the years ended December 31, 2014, 2013 and 2012, distributions of $0.6 million, $6.1 million and $4.1 million, respectively, were made by Resorts, on behalf of HoldCo, to its members. In 2013, the Silver Legacy Joint Venture made payments pursuant to its operating agreement, representing tax distributions to Resorts in the amount of $0.7 million, who then on behalf of HoldCo, distributed the $0.7 million to its members. No such distributions were made during the year ended December 31, 2014. | ||||||||||||||
Fair Value Measurements | Fair Value Measurements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows: | |||||||||||||
• | Level 1: Quoted market prices in active markets for identical assets or liabilities. | |||||||||||||
• | Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. | |||||||||||||
• | Level 3: Unobservable inputs that are not corroborated by market data. | |||||||||||||
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value: | ||||||||||||||
Cash and Cash Equivalents: Cash equivalents include investments in money market funds. Investments in this category can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short-term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. The carrying amounts approximate the fair value because of the short maturity of those instruments. | ||||||||||||||
Restricted Cash: The credit support deposit is classified as Level 1 as its carrying value approximates market prices. | ||||||||||||||
Advance to Silver Legacy Joint Venture: The $7.5 million note receivable due to ELLC from the Silver Legacy Joint Venture (see Note 5) is classified as Level 2 based upon market-based inputs. | ||||||||||||||
Long-term Debt: The Resorts 8.625% Senior Secured Notes due June 15, 2019 (the "Resorts Senior Secured Notes," see Note 9) and MTR Gaming 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the "MTR Second Lien Notes", see Note 9) are classified as Level 2 based upon market-based inputs. The fair value of the Resorts Senior Secured Notes has been calculated based on management's estimates of the borrowing rates available as of December 31, 2014 and 2013 for debt with similar terms and maturities. The fair value of the MTR Second Lien Notes was based on quoted market prices as of December 31, 2014. | ||||||||||||||
Term Loan: Resorts' term loan under the Resorts Secured Credit Facility (see Note 9) is classified as Level 2 as it is tied to market rates of interest and its carrying value approximates market value. | ||||||||||||||
Acquisition-Related Contingent Considerations: Contingent consideration related to the July 2003 acquisition of Scioto Downs represents the estimate of amounts to be paid to former stockholders of Scioto Downs under certain earn-out provisions. We consider the acquisition-related contingency's fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy. The fair value of the acquisition-related contingent consideration was based on its fair value as of the Merger Date (see Note 3). | ||||||||||||||
The estimated fair values of the Company's financial instruments are as follows (amounts in thousands): | ||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Financial assets: | ||||||||||||||
Cash and cash equivalents | $ | 87,604 | $ | 87,604 | $ | 29,813 | $ | 29,813 | ||||||
Restricted cash | 8,234 | 8,234 | 5,305 | 5,305 | ||||||||||
Advance to Silver Legacy Joint Venture | — | 4,911 | — | 4,004 | ||||||||||
Financial liabilities: | ||||||||||||||
8.625% Senior Secured Notes | 168,000 | 174,720 | 168,000 | 178,080 | ||||||||||
11.5% Senior Secured Second Lien Notes | 610,827 | 606,919 | — | — | ||||||||||
Term loan | — | — | 2,500 | 2,500 | ||||||||||
Acquisition-related contingent considerations | 524 | 524 | — | — | ||||||||||
The following table represents the change in acquisition-related contingent consideration liabilities during the period from the Merger Date to December 31, 2014 (amounts in thousands): | ||||||||||||||
Balance as of Merger Date | $ | 508 | ||||||||||||
Amortization of present value discount(1) | 38 | |||||||||||||
Fair value adjustment for change in consideration expected to be paid(2) | (22 | ) | ||||||||||||
Settlements | — | |||||||||||||
| | | | | ||||||||||
Balance as of December 31, 2014 | $ | 524 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | Changes in present value are included as a component of interest expense in the consolidated statement of operations. | |||||||||||||
-2 | Fair value adjustments for changes in earn-out estimates are recorded as a component of general and administrative expense in the consolidated statement of operations. | |||||||||||||
Property donation | Property Donation. During the third quarter of 2012, Eldorado Shreveport donated certain of its property to the City of Shreveport and recorded a charge of $755,000, which represented the net book value of the property as of the donation date. | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation. We account for stock-based compensation in accordance with Accounting Standards Codification ("ASC") 718, Compensation—Stock Compensation. ASC 718 requires all share-based payments to employees and non-employee members of the Board of Directors, including grants of stock options and restricted stock units ("RSUs"), to be recognized in the consolidated statement of operations based on their fair values and that compensation expense be recognized for awards over the requisite service period of the award or until an employee's eligible retirement date, if earlier. | |||||||||||||
Earnings per Share | Earnings per Share. Basic earnings per share is computed by dividing net income (loss) by the weighted average shares outstanding during the reporting period. Diluted earnings per share is computed similarly to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares from the assumed exercise of stock options and the assumed vesting of restricted share units, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options were exercised, that outstanding restricted share units were released and that the proceeds from such activities were used to acquire shares of common stock at the average market price during the reporting period. | |||||||||||||
Segment Reporting | Segment Reporting. The executive decision makers of our Company review operating results, assess performance and make decisions on a "significant market" basis. We, therefore, consider the Eldorado Reno, Eldorado Shreveport and MTR Gaming properties to be operating segments. | |||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-9, "Revenue from Contracts with Customers", which provides guidance for revenue recognition. The new standard outlines a 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. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. | ||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern" (Subtopic 205-40) which amends the current guidance in ASC Topic 205 by adding Subtopic 40. Subtopic 40 requires management to evaluate whether there are conditions or events that in aggregate would raise substantial doubt about an entity's ability to continue as a going concern for one year from the date the financial statements are issued or available to be issued. If substantial doubt existed, management would be required to make certain disclosures related to nature of the substantial doubt and under certain circumstances, how that substantial doubt would be mitigated. This amendment is effective for annual periods ending after December 15, 2016 and for subsequent interim and annual periods thereafter. Early adoption is permitted. The Company is currently evaluating the effects, if any, adoption of this guidance will have on its consolidated financial statements. | ||||||||||||||
In January 2015, the FASB issued ASU No. 2015-1, "Income Statement—Extraordinary and Unusual Items" (Subtopic 225-20) which eliminates the concept of accounting of Extraordinary Items, previously defined as items that are both unusual and infrequent, which were reported as a separate item on the income statement, net of tax, after income from continuing operations. The elimination of this concept is intended to simplify accounting for unusual items and more closely align with international accounting practices. This amendment is effective for annual periods ending after December 15, 2015 and for subsequent interim and annual periods thereafter. Early adoption is permitted. The Company believes that the effects, if any, of the adoption of this guidance will not have a material impact on its consolidated financial statements. | ||||||||||||||
Reclassifications | Reclassifications | |||||||||||||
Certain reclassifications, which have no effect on previously reported net income, have been made to the 2013 consolidated balance sheet and to the 2013 and 2012 consolidated statements of operations to conform to ERI's 2014 financial statement presentation. "Accrued Other Liabilities" at December 31, 2013 has been reduced by $7.0 million to disclose "Accrued Gaming Taxes and Assessments" ($2.4 million) and "Accrued Payroll and Related" ($4.6 million) as separate balance sheet line item categories. Entertainment revenues ($3.6 million during each of 2013 and 2012) and entertainment expenses ($2.5 million during each of 2013 and 2012) have been reclassified from what was previously "Food, Beverage and Entertainment Revenues" and "Food, Beverage and Entertainment Expenses" to "Other Revenues" and "Other Expenses", respectively. Marketing and promotions costs have been reclassified to a separate line item from "Casino Expenses" ($15.4 million and $16.5 million for 2013 and 2012, respectively) and from "General and Administrative Expenses" ($2.3 million for 2013 and 2012). Valet related expenses ($0.9 million during each of 2013 and 2012) have been reclassified to "Other Expenses" from "General and Administrative Expenses". | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Schedule of retail value of complimentary services | ||||||||||||||
The retail value of complimentaries included in promotional allowances is as follows (in thousands): | ||||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Food and beverage | $ | 33,182 | $ | 29,356 | $ | 28,246 | ||||||||
Hotel | 12,582 | 11,386 | 11,095 | |||||||||||
Other | 2,685 | 2,325 | 2,189 | |||||||||||
| | | | | | | | | | | ||||
$ | 48,449 | $ | 43,067 | $ | 41,530 | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of cost of complimentary services | The estimated cost of providing such complimentary services are as follows (in thousands): | |||||||||||||
For the year ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Food and beverage | $ | 25,190 | $ | 22,873 | $ | 22,288 | ||||||||
Hotel | 5,030 | 4,438 | 4,300 | |||||||||||
Other | 1,860 | 1,608 | 1,539 | |||||||||||
| | | | | | | | | | | ||||
$ | 32,080 | $ | 28,919 | $ | 28,127 | |||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of estimated fair values of the Company's financial instruments | The estimated fair values of the Company's financial instruments are as follows (amounts in thousands): | |||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||
Amount | Value | Amount | Value | |||||||||||
Financial assets: | ||||||||||||||
Cash and cash equivalents | $ | 87,604 | $ | 87,604 | $ | 29,813 | $ | 29,813 | ||||||
Restricted cash | 8,234 | 8,234 | 5,305 | 5,305 | ||||||||||
Advance to Silver Legacy Joint Venture | — | 4,911 | — | 4,004 | ||||||||||
Financial liabilities: | ||||||||||||||
8.625% Senior Secured Notes | 168,000 | 174,720 | 168,000 | 178,080 | ||||||||||
11.5% Senior Secured Second Lien Notes | 610,827 | 606,919 | — | — | ||||||||||
Term loan | — | — | 2,500 | 2,500 | ||||||||||
Acquisition-related contingent considerations | 524 | 524 | — | — | ||||||||||
Schedule of change in acquisition-related contingent consideration liabilities | The following table represents the change in acquisition-related contingent consideration liabilities during the period from the Merger Date to December 31, 2014 (amounts in thousands): | |||||||||||||
Balance as of Merger Date | $ | 508 | ||||||||||||
Amortization of present value discount(1) | 38 | |||||||||||||
Fair value adjustment for change in consideration expected to be paid(2) | (22 | ) | ||||||||||||
Settlements | — | |||||||||||||
| | | | | ||||||||||
Balance as of December 31, 2014 | $ | 524 | ||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
-1 | Changes in present value are included as a component of interest expense in the consolidated statement of operations. | |||||||||||||
-2 | Fair value adjustments for changes in earn-out estimates are recorded as a component of general and administrative expense in the consolidated statement of operations. | |||||||||||||
Acquisition_and_Purchase_Accou1
Acquisition and Purchase Accounting (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Acquisition and Purchase Accounting | ||||||||
Schedule of calculation of the purchase price, which was calculated using the fair value of the outstanding common stock of MTR Gaming based on closing stock price and reconciliation of the total shares outstanding on the Merger Date | ||||||||
ERI Outstanding Share Calculation: | ||||||||
Shares issued to HoldCo(1) | 23,286,202 | |||||||
Number of MTR Gaming shares outstanding on the Merger Date(2) | 28,386,084 | |||||||
MTR Gaming RSUs that vested upon closing of the Merger(3) | 499,179 | |||||||
| | | | | ||||
Total ERI shares outstanding—before share repurchase | 52,171,465 | |||||||
MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election(4) | (5,785,123 | ) | ||||||
| | | | | ||||
Total ERI shares outstanding at Merger Date(5) | 46,386,342 | |||||||
Resorts % ownership | 50.2 | % | ||||||
MTR Gaming % ownership | 49.8 | % | ||||||
Consideration Transferred (dollars in thousands, except stock price) | ||||||||
Number of MTR Gaming shares outstanding at the Merger Date | 28,386,084 | |||||||
MTR Gaming RSUs that vested upon closing of the Merger | 499,179 | |||||||
MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election | (5,785,123 | ) | ||||||
| | | | | ||||
Total net MTR Gaming shares | 23,100,140 | |||||||
FMV of MTR Gaming common stock at Merger Date | $ | 4.43 | ||||||
| | | | | ||||
Fair value of MTR Gaming shares | $ | 102,334 | ||||||
Fair value of MTR Gaming stock options(3) | 677 | |||||||
| | | | | ||||
Total consideration transferred | $ | 103,011 | ||||||
| | | | | ||||
| | | | | ||||
-1 | The number of shares issued to members of HoldCo in the Mergers as merger consideration was determined pursuant to the terms of the Merger Agreement. The shares have been adjusted based upon the final review, as defined in the Merger Agreement. As a result, 25,290 escrow shares previously issued were returned to authorized and unissued. | |||||||
-2 | Number of shares of MTR Gaming common stock issued and outstanding immediately prior to closing. | |||||||
-3 | Pursuant to the MTR Gaming 2010 Long-Term Incentive Plan, immediately prior to closing, all outstanding stock options and MTR Gaming RSUs vested and became immediately exercisable. All vested MTR Gaming RSUs were exchanged for one share of ERI common stock. All outstanding stock options became exercisable for shares of ERI common stock with the same terms as the previous awards. | |||||||
-4 | Total cash election includes $30.0 million paid by MTR Gaming and $5.0 million paid by HoldCo on the Merger Date. | |||||||
-5 | The number of shares issued and outstanding, after settlement of the escrow shares, as determined pursuant to the terms of the Merger Agreement. | |||||||
Summary of the preliminary estimated fair values of the assets acquired and liabilities assumed at the Merger Date | The following table summarizes the final purchase price allocation of the acquired assets and assumed liabilities as recorded at fair value on the Merger Date (dollars in thousands): | |||||||
Current and other assets | $ | 75,031 | ||||||
Property and equipment | 289,211 | |||||||
Goodwill | 66,826 | |||||||
Intangible assets(1) | 473,000 | |||||||
Other noncurrent assets | 20,381 | |||||||
| | | | | ||||
Total assets | 924,449 | |||||||
| | | | | ||||
Current liabilities | 46,446 | |||||||
Long-term debt(2) | 624,877 | |||||||
Deferred income taxes(3) | 143,104 | |||||||
Other noncurrent liabilities | 7,011 | |||||||
| | | | | ||||
Total liabilities assumed | 821,438 | |||||||
| | | | | ||||
Net assets acquired | $ | 103,011 | ||||||
| | | | | ||||
| | | | | ||||
-1 | Intangible assets consist of gaming licenses, trade names and customer loyalty programs. | |||||||
-2 | Long-term debt was comprised of MTR Second Lien Notes totaling $570.7 million. | |||||||
-3 | Deferred tax liabilities were derived based on fair value adjustments for property and equipment, identified intangibles, deferred financing costs, certain long term liabilities and long-term debt. | |||||||
Schedule of unaudited pro forma financial results | ||||||||
2014 | 2013 | |||||||
(in thousands, except | ||||||||
per share data) | ||||||||
Net revenues | $ | 713,700 | $ | 744,977 | ||||
Net loss | (5,215 | ) | (176 | ) | ||||
Net (loss) income per common share: | ||||||||
Basic | $ | (0.11 | ) | $ | 0 | |||
Diluted | $ | (0.11 | ) | $ | 0 | |||
Weighted shares outstanding: | ||||||||
Basic | 46,396,307 | 46,386,342 | ||||||
Diluted | 46,396,307 | 46,386,342 | ||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounts Receivable | ||||||||
Schedule of accounts receivable | Components of accounts receivable, net are as follows (in thousands): | |||||||
December 31 , | ||||||||
2014 | 2013 | |||||||
Accounts receivable | $ | 9,701 | $ | 4,619 | ||||
Allowance for doubtful accounts | (2,589 | ) | (1,379 | ) | ||||
| | | | | | | | |
Total | $ | 7,112 | $ | 3,240 | ||||
| | | | | | | | |
| | | | | | | | |
Investment_in_Unconsolidated_A1
Investment in Unconsolidated Affiliates (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Silver Legacy Joint Venture | |||||||||||
Summary of information for the Company's equity investment | Summarized information for the Company's investment in and advances to the Silver Legacy Joint Venture for is as follows (in thousands): | ||||||||||
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Beginning balance | $ | 13,081 | $ | (2,198 | ) | $ | — | ||||
Investment in joint venture | — | — | 7,500 | ||||||||
Equity in income (losses) of unconsolidated affiliate | 1,985 | 2,261 | (9,698 | ) | |||||||
Gain on early extinguishment of debt of unconsolidated affiliate | — | 11,980 | — | ||||||||
Gain on termination of supplemental executive retirement plan of unconsolidated affiliate | 715 | — | — | ||||||||
Other comprehensive (loss) income—minimum pension liability adjustment of unconsolidated affiliate | (1,772 | ) | 1,772 | — | |||||||
Member's distribution | — | (734 | ) | — | |||||||
| | | | | | | | | | | |
Ending balance | $ | 14,009 | $ | 13,081 | $ | (2,198 | ) | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Summary of balance sheet information | Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands): | ||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Current assets | $ | 30,563 | $ | 29,565 | |||||||
Property and equipment, net | 190,592 | 198,150 | |||||||||
Other assets, net | 6,412 | 8,201 | |||||||||
| | | | | | | | ||||
Total assets | $ | 227,567 | $ | 235,916 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Current liabilities | $ | 18,707 | $ | 27,475 | |||||||
Long-term liabilities | 89,322 | 92,541 | |||||||||
Partners' equity | 119,538 | 115,900 | |||||||||
| | | | | | | | ||||
Total liabilities and partners' equity | $ | 227,567 | $ | 235,916 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Summary of unaudited results of operations | |||||||||||
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net revenues | $ | 127,095 | $ | 125,841 | $ | 114,800 | |||||
Operating expenses | (112,086 | ) | (112,558 | ) | (113,387 | ) | |||||
| | | | | | | | | | | |
Operating income | 15,009 | 13,283 | 1,413 | ||||||||
Other income (expense) | (9,607 | ) | 15,606 | (12,188 | ) | ||||||
Reorganization items | — | (407 | ) | (8,621 | ) | ||||||
| | | | | | | | | | | |
Net income (loss) | $ | 5,402 | $ | 28,482 | $ | (19,396 | ) | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Tamarack | |||||||||||
Summary of information for the Company's equity investment | Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands): | ||||||||||
For the year ended | |||||||||||
Period from, | December 31, | ||||||||||
January 1, 2014 | |||||||||||
through | |||||||||||
September 1, 2014 | 2013 | 2012 | |||||||||
Beginning balance | $ | 5,268 | $ | 5,066 | $ | 5,213 | |||||
Member's distribution | (509 | ) | (892 | ) | (893 | ) | |||||
Equity in net income of unconsolidated affiliate | 720 | 1,094 | 746 | ||||||||
Distribution of investment | (5,479 | ) | — | — | |||||||
| | | | | | | | | | | |
Ending balance | $ | — | $ | 5,268 | $ | 5,066 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Summary of balance sheet information | Summarized balance sheet information for Tamarack at December 31, 2013 is as follows (in thousands): | ||||||||||
Current assets | $ | 6,165 | |||||||||
Property and equipment, net | 22,065 | ||||||||||
Other assets | 19 | ||||||||||
| | | | | |||||||
Total assets | $ | 28,249 | |||||||||
| | | | | |||||||
| | | | | |||||||
Current liabilities | $ | 2,020 | |||||||||
Notes payable and capital lease obligations | 1,443 | ||||||||||
Partners' equity | 24,786 | ||||||||||
| | | | | |||||||
Total liabilities and partners' equity | $ | 28,249 | |||||||||
| | | | | |||||||
| | | | | |||||||
Summary of unaudited results of operations | Summarized unaudited results of operations for Tamarack are as follows (in thousands): | ||||||||||
For the year ended | |||||||||||
Period from | December 31, | ||||||||||
January 1, 2014 | |||||||||||
through | |||||||||||
September 1, 2014 | 2013 | 2012 | |||||||||
Net revenues | $ | 12,908 | $ | 21,548 | $ | 17,845 | |||||
Operating expenses | (9,431 | ) | (16,172 | ) | (14,284 | ) | |||||
| | | | | | | | | | | |
Operating income | 3,477 | 5,376 | 3,561 | ||||||||
Other expense | (45 | ) | (97 | ) | (182 | ) | |||||
| | | | | | | | | | | |
Net income | $ | 3,432 | $ | 5,279 | $ | 3,379 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Property, Plant and Equipment | ||||||||||
Summary of property and equipment | Property and equipment consisted of the following (in thousands): | |||||||||
December 31, | ||||||||||
Estimated | ||||||||||
Service Life | ||||||||||
(years) | 2014 | 2013 | ||||||||
Land and improvements | — | $ | 40,170 | $ | 29,660 | |||||
Buildings and other leasehold improvements | Oct-45 | 460,662 | 250,429 | |||||||
Riverboat | 25 | 39,023 | 39,023 | |||||||
Furniture, fixtures and equipment | 15-Mar | 166,207 | 119,286 | |||||||
Furniture, fixtures and equipment held under capital leases (Note) | 15-Mar | 30,833 | 3,592 | |||||||
Construction in progress | 3,130 | 496 | ||||||||
| | | | | | | | | | |
740,025 | 442,486 | |||||||||
Less—Accumulated depreciation and amortization | (283,886 | ) | (262,144 | ) | ||||||
| | | | | | | | | | |
Property and equipment, net | $ | 456,139 | $ | 180,342 | ||||||
| | | | | | | | | | |
| | | | | | | | | | |
Other_Assets_Tables
Other Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other and Intangible Assets,net | ||||||||
Schedule of other and intangible assets, net | Other and intangible assets, net, include the following amounts (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Goodwill | $ | 66,826 | $ | — | ||||
| | | | | | | | |
| | | | | | | | |
Gaming license (Indefinite-lived) | 482,074 | 20,574 | ||||||
Trade names | 6,700 | — | ||||||
Customer loyalty programs | 4,800 | — | ||||||
| | | | | | | | |
493,574 | 20,574 | |||||||
Accumulated amortization trade names | (547 | ) | — | |||||
Accumulated amortization customer loyalty programs | (1,114 | ) | — | |||||
| | | | | | | | |
Total goodwill and other intangible assets | $ | 491,913 | $ | 20,574 | ||||
| | | | | | | | |
| | | | | | | | |
Land held for development | $ | 906 | $ | 906 | ||||
Bond offering costs, 8.625% Resorts Senior Secured Notes | 6,851 | 6,851 | ||||||
Other | 5,354 | 957 | ||||||
| | | | | | | | |
13,111 | 8,714 | |||||||
Accumulated amortization bond costs 8.625% Senior Secured | (3,080 | ) | (2,226 | ) | ||||
| | | | | | | | |
Total Other Assets, net | $ | 10,031 | $ | 6,488 | ||||
| | | | | | | | |
| | | | | | | | |
Accrued_and_Other_Liabilities_
Accrued and Other Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued and Other Liabilities | ||||||||
Schedule of accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accrued insurance and medical claims | $ | 1,273 | $ | 1,285 | ||||
Unclaimed chips | 938 | 1,482 | ||||||
Accrued purses and track related liabilities | 4,303 | — | ||||||
Accrued real estate and property taxes | 2,578 | — | ||||||
Jackpot liabilities and other accrued gaming promotions | 8,211 | 3,044 | ||||||
Construction project and equipment liabilities | 2,333 | — | ||||||
Other | 7,152 | 1,953 | ||||||
| | | | | | | | |
$ | 26,788 | $ | 7,764 | |||||
| | | | | | | | |
| | | | | | | | |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Long-term debt | ||||||||
Summary of long-term debt obligations | Long-term debt consisted of the following (in thousands): | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
8.625% Resorts Senior Secured Notes | $ | 168,000 | $ | 168,000 | ||||
Term Loan under Secured Credit Facility | — | 2,500 | ||||||
| | | | | | | | |
Total Resorts | 168,000 | 170,500 | ||||||
| | | | | | | | |
11.5% MTR Second Lien Notes | 560,664 | — | ||||||
Unamortized premium | 50,163 | — | ||||||
| | | | | | | | |
Total MTR Gaming | 610,827 | — | ||||||
| | | | | | | | |
Total Long-Term Debt | 778,827 | 170,500 | ||||||
Less—Current portion | — | 2,500 | ||||||
| | | | | | | | |
$ | 778,827 | $ | 168,000 | |||||
| | | | | | | | |
| | | | | | | | |
Resorts | ||||||||
Long-term debt | ||||||||
Schedule of redemption prices of notes | ||||||||
Year beginning June 15, | Percentage | |||||||
2015 | 104.313 | % | ||||||
2016 | 102.156 | % | ||||||
2017 and thereafter | 100.000 | % | ||||||
MTR Gaming | ||||||||
Long-term debt | ||||||||
Schedule of redemption prices of notes | ||||||||
Year beginning August 1, | Percentage | |||||||
2015 | 106.00 | % | ||||||
2016 | 103.00 | % | ||||||
2017 and thereafter | 100.00 | % | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Income taxes | |||||
Schedule of Components of Income Tax Expense (Benefit) | The components of the Company's provision for income taxes for the year ended December 31, 2014 are presented below (amounts in thousands). For the years ended December 31, 2013 and 2012, the Company was treated as a partnership for income tax purposes. | ||||
Current: | |||||
Federal | $ | 10 | |||
State | 120 | ||||
Local | 55 | ||||
| | | | | |
Total current | 185 | ||||
| | | | | |
Deferred: | |||||
Federal | 846 | ||||
State | 711 | ||||
Local | 26 | ||||
| | | | | |
Total deferred | 1,583 | ||||
| | | | | |
Income tax expense | $ | 1,768 | |||
| | | | | |
| | | | | |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate for the year ended December 31, 2014: | ||||
Federal statutory rate | (35.0 | )% | |||
State and local taxes | (4.4 | )% | |||
Permanent items | 3.6 | % | |||
Valuation allowance | 77.3 | % | |||
Minority interest | 1.2 | % | |||
Change in tax status | (28.0 | )% | |||
Other | (0.6 | )% | |||
| | | | | |
Provision for income taxes | 14.1 | % | |||
| | | | | |
| | | | | |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred taxes related to continuing operations at December 31, 2014 are as follows (amounts in thousands): | ||||
Deferred tax assets: | |||||
Loss and credit carryforwards | $ | 43,505 | |||
Accrued expenses | 6,431 | ||||
Fixed assets | 10,956 | ||||
Investment in partnerships | 5,845 | ||||
Debt | 23,826 | ||||
Stock-based compensation | 179 | ||||
Other | 35 | ||||
| | | | | |
90,777 | |||||
| | | | | |
Deferred tax liabilities: | |||||
Identified intangibles | (146,715 | ) | |||
Prepaid expenses | (2,042 | ) | |||
| | | | | |
(148,757 | ) | ||||
| | | | | |
Valuation allowance | (89,067 | ) | |||
| | | | | |
Net deferred tax liabilities | $ | (147,047 | ) | ||
| | | | | |
| | | | | |
Common_Stock_and_Incentive_Awa1
Common Stock and Incentive Awards (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Common Stock and Incentive Awards | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ||||||||||||||||
Options | Range of | Weighted-Average | Weighted-Average | Aggregate | ||||||||||||
Exercise Prices | Exercise Price | Remaining | Intrinsic Value | |||||||||||||
Contractual Life | ||||||||||||||||
(in years) | (in millions) | |||||||||||||||
Outstanding as of Merger Date | 474,833 | $2.44 - $16.27 | $ | 7.13 | ||||||||||||
Granted | ||||||||||||||||
Exercised | (76,633 | ) | $2.44 - $3.94 | $ | 3.22 | |||||||||||
Expired | — | — | — | |||||||||||||
Forfeited | — | — | — | |||||||||||||
| | | | | | | | | | | | | | | | |
Outstanding and Exercisable—December 31, 2014 | 398,200 | $2.44 - $16.27 | $ | 7.88 | 4.54 | $ | 0.2 | |||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Earnings per Share | |||||||||||
Schedule of reconciliation of the numerators and denominators of the basic and diluted net income per share computations | The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the years ended December 31, 2014, 2013 and 2012 (dollars in thousands, except per share amounts): | ||||||||||
2014 | 2013 | 2012 | |||||||||
Net loss available to common stockholders | $ | (14,425 | ) | $ | 18,897 | $ | (991 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Shares outstanding: | |||||||||||
Weighted average shares outstanding | 29,901,405 | 23,311,492 | 23,311,492 | ||||||||
Effect of dilutive securities | — | — | — | ||||||||
| | | | | | | | | | | |
Diluted shares outstanding | 29,901,405 | 23,311,492 | 23,311,492 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Basic and diluted net (loss) income per common share | $ | (0.48 | ) | $ | 0.81 | $ | (0.04 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Accumulated Other Comprehensive (Loss) Income | |||||
Summary of the change in accumulated other comprehensive loss | The Company's accumulated other comprehensive loss is related to the Scioto Downs defined benefit pension plan and Silver Legacy's supplemental executive retirement plan. A summary of the change in accumulated other comprehensive income during the year ended December 31, 2014 is as follows (in thousands): | ||||
Balance as of December 31, 2013 | $ | 1,772 | |||
Other comprehensive income before reclassifications, net of tax of $50 | 87 | ||||
Amounts reclassified from accumulated other comprehensive income | (1,772 | ) | |||
| | | | | |
Net current-period other comprehensive loss | (1,685 | ) | |||
| | | | | |
Balance as of December 31, 2014 | $ | 87 | |||
| | | | | |
| | | | | |
Commitment_And_Contingencies_T
Commitment And Contingencies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Commitments and Contingencies. | |||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments under non-cancellable operating leases with initial terms of one year or more consisted of the following at December 31, 2014 (in thousands): | ||||||||||
Shreveport | Other Leases | ||||||||||
Ground Lease | |||||||||||
2015 | $ | 404 | $ | 1,884 | |||||||
2016 | 463 | 1,075 | |||||||||
2017 | 463 | 602 | |||||||||
2018 | 463 | 534 | |||||||||
2019 | 463 | 470 | |||||||||
Thereafter | 20,249 | 3,200 | |||||||||
| | | | | | | | ||||
$ | 22,505 | $ | 7,765 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of ground lease expenses | Expenses under the terms of the ground lease are as follows (in thousands): | ||||||||||
For the year ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Ground lease: | |||||||||||
Base rent | $ | 585 | $ | 585 | $ | 585 | |||||
Percentage rent | 1,336 | 1,400 | 1,483 | ||||||||
| | | | | | | | | | | |
1,921 | 1,985 | 2,068 | |||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Payment in lieu of admissions fees and school taxes | $ | 5,908 | $ | 6,154 | $ | 6,490 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Segment Information | |||||||||||
Schedule of operating data for reportable segments | |||||||||||
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Revenues and expenses | |||||||||||
Eldorado Reno: | |||||||||||
Net operating revenues(a) | $ | 105,945 | $ | 109,691 | $ | 109,090 | |||||
Expenses, excluding depreciation and corporate | (95,542 | ) | (96,685 | ) | (96,485 | ) | |||||
Corporate expense | (1,659 | ) | — | — | |||||||
(Loss) gain on sale or disposal of property | — | (14 | ) | 4 | |||||||
Equity in income (losses) of unconsolidated affiliates | 2,705 | 3,355 | (8,952 | ) | |||||||
Acquisition charges | (6,348 | ) | (3,173 | ) | — | ||||||
Depreciation | (7,951 | ) | (8,318 | ) | (9,215 | ) | |||||
| | | | | | | | | | | |
Operating (loss) income—Eldorado Reno | $ | (2,850 | ) | $ | 4,856 | $ | (5,558 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Eldorado Shreveport: | |||||||||||
Net operating revenues | $ | 133,960 | $ | 140,495 | $ | 148,650 | |||||
Expenses, excluding depreciation, amortization(a) | (112,068 | ) | (113,844 | ) | (118,613 | ) | |||||
Loss on sale or disposal of property | (84 | ) | (212 | ) | (202 | ) | |||||
Depreciation and amortization | (8,403 | ) | (8,713 | ) | (8,436 | ) | |||||
| | | | | | | | | | | |
Operating income—Eldorado Shreveport | $ | 13,405 | $ | 17,726 | $ | 21,399 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
MTR Gaming: | |||||||||||
Net operating revenues | $ | 124,168 | $ | — | $ | — | |||||
Expenses, excluding depreciation, amortization and corporate | (103,816 | ) | — | — | |||||||
Loss on sale or disposal of property | — | — | — | ||||||||
Acquisition charges | (1,063 | ) | — | — | |||||||
Depreciation and amortization | (12,289 | ) | — | — | |||||||
| | | | | | | | | | | |
Operating income—MTR Gaming | $ | 7,000 | $ | — | $ | — | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
For the year ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Total Reportable Segments | |||||||||||
Net operating revenues(a) | $ | 364,073 | $ | 250,186 | $ | 257,740 | |||||
Expenses, excluding depreciation, amortization(a) | (313,085 | ) | (210,529 | ) | (215,098 | ) | |||||
Loss on sale or disposal of property | (84 | ) | (226 | ) | (198 | ) | |||||
Equity in income (losses) of unconsolidated affiliates | 2,705 | 3,355 | (8,952 | ) | |||||||
Acquisition charges | (7,411 | ) | (3,173 | ) | — | ||||||
Depreciation and amortization | (28,643 | ) | (17,031 | ) | (17,651 | ) | |||||
| | | | | | | | | | | |
Operating income—Total Reportable Segments | $ | 17,555 | $ | 22,582 | $ | 15,841 | |||||
Reconciliations to Consolidated Net Income (Loss): | |||||||||||
Operating Income—Total Reportable Segments | $ | 17,555 | $ | 22,582 | $ | 15,841 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Unallocated income and expenses: | |||||||||||
Interest income | 18 | 16 | 14 | ||||||||
Interest expense | (30,752 | ) | (15,681 | ) | (16,069 | ) | |||||
Gain on extinguishment of debt of unconsolidated affiliate | 11,980 | — | |||||||||
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | 715 | — | — | ||||||||
Loss on early retirement of debt | (90 | ) | — | (22 | ) | ||||||
Loss on property donation | — | — | (755 | ) | |||||||
Non-controlling interest | (103 | ) | — | — | |||||||
Provision for income taxes | (1,768 | ) | — | — | |||||||
| | | | | | | | | | | |
Net (loss) income | $ | (14,425 | ) | $ | 18,897 | $ | (991 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
(a) | Before the elimination of $2.3 million, $3.0 million and $3.0 million of management and incentive fees received by Eldorado Reno and paid by Eldorado Shreveport for 2014, 2013 and 2012, respectively. | ||||||||||
For the year ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
(in thousands) | |||||||||||
Capital Expenditures | |||||||||||
Eldorado Reno | $ | 3,475 | $ | 3,520 | $ | 3,177 | |||||
Eldorado Shreveport | 3,273 | 3,893 | 6,004 | ||||||||
MTR Gaming | 3,816 | — | — | ||||||||
| | | | | | | | | | | |
Total | $ | 10,564 | $ | 7,413 | $ | 9,181 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As of December 31, | |||||||||||
2014 | 2013 | ||||||||||
(in thousands) | |||||||||||
Total Assets(a) | |||||||||||
Eldorado Reno | $ | 236,330 | $ | 252,066 | |||||||
Eldorado Shreveport | 143,928 | 150,766 | |||||||||
MTR Gaming | 921,726 | — | |||||||||
Eliminating entries(b) | (126,654 | ) | (132,650 | ) | |||||||
| | | | | | | | ||||
Total | $ | 1,174,869 | $ | 270,182 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
(a) | Total assets presented in this table are considered restricted under the Company's debt indenture agreements described in Note 9. | ||||||||||
(b) | Reflects the following eliminations for the periods indicated: | ||||||||||
Proceeds from Resorts Senior Secured Notes loaned to Eldorado Shreveport | $ | 116,308 | $ | 118,038 | |||||||
Accrued interest on the above intercompany loan | 418 | 418 | |||||||||
Intercompany receivables/payables | 130 | 91 | |||||||||
Net investment in and advances to MTR Gaming | 5,000 | — | |||||||||
Net investment in and advances to Eldorado Shreveport | 4,798 | 14,103 | |||||||||
| | | | | | | | ||||
$ | 126,654 | $ | 132,650 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Quarterly_Data_Unaudited_Table
Quarterly Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Quarterly Data (Unaudited) | ||||||||||||||
Quarterly Data (Unaudited) | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(Dollars in thousands, except per share amounts) | ||||||||||||||
2014:00:00 | ||||||||||||||
Revenues | $ | 67,083 | $ | 72,725 | $ | 90,528 | $ | 179,936 | ||||||
Less—promotional allowances | (10,053 | ) | (10,976 | ) | (11,579 | ) | (15,841 | ) | ||||||
| | | | | | | | | | | | | | |
Net revenues | 57,030 | 61,749 | 78,949 | 164,095 | ||||||||||
Operating expenses | 53,726 | 56,054 | 72,943 | 156,755 | ||||||||||
Operating income | 1,552 | 6,775 | 2,778 | 6,450 | ||||||||||
Net (loss) income | $ | (2,333 | ) | $ | 2,909 | $ | (4,064 | ) | $ | (10,834 | ) | |||
Basic and diluted net income per common share | $ | (0.10 | ) | $ | 0.12 | $ | (0.16 | ) | $ | (0.23 | ) | |||
Weighted average shares outstanding—basic and diluted | 23,311,492 | 23,311,492 | 26,075,022 | 46,441,249 | ||||||||||
2013:00:00 | ||||||||||||||
Revenues | $ | 72,607 | $ | 76,864 | $ | 74,950 | $ | 65,832 | ||||||
Less—promotional allowances | (10,428 | ) | (11,036 | ) | (11,319 | ) | (10,284 | ) | ||||||
| | | | | | | | | | | | | | |
Net revenues | 62,179 | 65,828 | 63,631 | 55,548 | ||||||||||
Operating expenses | 55,448 | 57,301 | 57,283 | 54,528 | ||||||||||
Operating income | 6,025 | 10,500 | 7,092 | 1,035 | ||||||||||
Net income | $ | 2,087 | $ | 6,548 | $ | 3,184 | $ | 7,078 | ||||||
Basic and diluted net income per common share | $ | 0.09 | $ | 0.28 | $ | 0.14 | $ | 0.3 | ||||||
Weighted average shares outstanding—basic and diluted | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | ||||||||||
Organization_Basis_of_Presenta
Organization, Basis of Presentation (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 01, 2014 | Dec. 31, 2014 | Sep. 20, 2014 | Aug. 31, 2014 | Aug. 30, 2014 | Sep. 18, 2014 |
item | ||||||
Silver Legacy Joint Venture | ||||||
Organization and Basis of Presentation | ||||||
Ownership interest (as a percent) | 48.10% | |||||
Galleon | Silver Legacy Joint Venture | ||||||
Organization and Basis of Presentation | ||||||
Ownership interest (as a percent) | 50.00% | |||||
Resorts | Silver Legacy Joint Venture | ||||||
Organization and Basis of Presentation | ||||||
Ownership interest (as a percent) | 48.10% | |||||
Resorts | Silver Legacy Joint Venture | Retained Interest Agreement | ||||||
Organization and Basis of Presentation | ||||||
Ownership percentage allowed to be acquired | 1.90% | |||||
Resorts | Tamarack | ||||||
Organization and Basis of Presentation | ||||||
Ownership interest (as a percent) | 21.30% | 21.30% | ||||
Gain (loss) on distribution of interest in equity method investment | $0 | |||||
Equity Method Investment Distributed Carrying Amount | $5.50 | 5.5 | ||||
Eldorado Casino Shreveport Joint Venture | ||||||
Organization and Basis of Presentation | ||||||
Number of rooms in suite art deco-style hotel | 403 | |||||
ELLC | ||||||
Organization and Basis of Presentation | ||||||
Ownership interest (as a percent) | 96.00% | |||||
ELLC | Silver Legacy Joint Venture | ||||||
Organization and Basis of Presentation | ||||||
Ownership interest (as a percent) | 50.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Sep. 18, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 02, 2014 | Sep. 20, 2014 | Nov. 16, 2012 | Aug. 30, 2014 | |
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Impairment charge | $0 | $0 | $0 | |||||||||||||||
Restricted Cash | ||||||||||||||||||
Collateral for certificates of deposit | 300,000 | 300,000 | ||||||||||||||||
Certificates of deposit | 321,000 | |||||||||||||||||
Collateral deposits | 2,500,000 | 5,000,000 | 2,500,000 | 5,000,000 | ||||||||||||||
Accounts Receivable and Credit Risk | ||||||||||||||||||
Concentration Risk, Credit Risk, Financial Instruments | 0 | 0 | ||||||||||||||||
Self-Insurance Reserves | ||||||||||||||||||
Accrued insurance and medical claims reserves | 1,300,000 | 1,300,000 | 1,300,000 | 1,300,000 | ||||||||||||||
Frequent Players Program | ||||||||||||||||||
Aggregate outstanding liability for the frequent players program | 2,400,000 | 2,000,000 | 2,400,000 | 2,000,000 | ||||||||||||||
Revenues and Promotional Allowances | ||||||||||||||||||
Promotional Allowances | 15,841,000 | 11,579,000 | 10,976,000 | 10,053,000 | 10,284,000 | 11,319,000 | 11,036,000 | 10,428,000 | 48,449,000 | 43,067,000 | 41,530,000 | |||||||
Costs and Expenses | 156,755,000 | 72,943,000 | 56,054,000 | 53,726,000 | 54,528,000 | 57,283,000 | 57,301,000 | 55,448,000 | 339,478,000 | 224,560,000 | 229,749,000 | |||||||
Advertising | ||||||||||||||||||
Advertising Costs | 22,000,000 | 17,700,000 | 18,700,000 | |||||||||||||||
Federal Income Taxes | ||||||||||||||||||
Income Tax Expense (Benefit) | 0 | 0 | 0 | 1,768,000 | 0 | 0 | ||||||||||||
Silver Legacy Joint Venture | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 48.10% | |||||||||||||||||
Federal Income Taxes | ||||||||||||||||||
Distributions to members | 0 | 700,000 | ||||||||||||||||
HoldCo | ||||||||||||||||||
Federal Income Taxes | ||||||||||||||||||
Distributions to members | 700,000 | |||||||||||||||||
ELLC | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 50.00% | |||||||||||||||||
ELLC | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 96.00% | |||||||||||||||||
ELLC | Silver Legacy Joint Venture | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 50.00% | 50.00% | ||||||||||||||||
Restricted Cash | ||||||||||||||||||
Collateral for certificates of deposit | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Resorts | Silver Legacy Joint Venture | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 48.10% | 48.10% | ||||||||||||||||
Restricted Cash | ||||||||||||||||||
Collateral deposits | 5,000,000 | 2,500,000 | 2,500,000 | |||||||||||||||
Resorts | HoldCo | ||||||||||||||||||
Federal Income Taxes | ||||||||||||||||||
Distributions to members | 600,000 | 6,100,000 | 4,100,000 | |||||||||||||||
Resorts | Tamarack | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 21.30% | 21.30% | ||||||||||||||||
Galleon | Silver Legacy Joint Venture | ||||||||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||||||||
Ownership interest (as a percent) | 50.00% | 50.00% | ||||||||||||||||
Restricted Cash | ||||||||||||||||||
Collateral deposits | 5,000,000 | 2,500,000 | 2,500,000 | |||||||||||||||
Complimentaries | ||||||||||||||||||
Revenues and Promotional Allowances | ||||||||||||||||||
Promotional Allowances | 48,449,000 | 43,067,000 | 41,530,000 | |||||||||||||||
Costs and Expenses | 32,080,000 | 28,919,000 | 28,127,000 | |||||||||||||||
Food and Beverage | ||||||||||||||||||
Revenues and Promotional Allowances | ||||||||||||||||||
Promotional Allowances | 33,182,000 | 29,356,000 | 28,246,000 | |||||||||||||||
Costs and Expenses | 25,190,000 | 22,873,000 | 22,288,000 | |||||||||||||||
Hotel | ||||||||||||||||||
Revenues and Promotional Allowances | ||||||||||||||||||
Promotional Allowances | 12,582,000 | 11,386,000 | 11,095,000 | |||||||||||||||
Costs and Expenses | 5,030,000 | 4,438,000 | 4,300,000 | |||||||||||||||
Others | ||||||||||||||||||
Revenues and Promotional Allowances | ||||||||||||||||||
Promotional Allowances | 2,685,000 | 2,325,000 | 2,189,000 | |||||||||||||||
Costs and Expenses | $1,860,000 | $1,608,000 | $1,539,000 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 16, 2012 | Sep. 30, 2014 | Jun. 01, 2011 | |
Fair Value of Financial Instruments | ||||||||
Notes receivable | $14,009,000 | $18,349,000 | $14,009,000 | $14,009,000 | ||||
Property Donation | ||||||||
(Loss) gain on sale or disposition of property | -84,000 | -226,000 | -198,000 | |||||
Reclassifications | ||||||||
Reduction in other accrued liabilities | 7,000,000 | |||||||
Accrued gaming taxes and assessments | -12,998,000 | -2,447,000 | -12,998,000 | -12,998,000 | ||||
Accrued payroll and related | -9,441,000 | -4,568,000 | -9,441,000 | -9,441,000 | ||||
Entertainment revenues reclassified from food, beverage and entertainment revenues | 3,600,000 | 3,600,000 | ||||||
Entertainment expenses reclassified from other expenses | 2,500,000 | 2,500,000 | ||||||
Marketing and promotions costs reclassified to a separate line items from casino expenses | 15,400,000 | 16,500,000 | ||||||
Marketing and promotions costs reclassified to a separate line items from general and administrative expenses | 2,300,000 | 2,300,000 | ||||||
Valet related expenses reclassified to other expenses from general and administrative expenses | 900,000 | 900,000 | ||||||
Acquisition-Related Contingent Considerations | ||||||||
Change in acquisition-related contingent consideration liabilities | ||||||||
Balance at the beginning of the period | 508,000 | |||||||
Amortization of present value discount | 38,000 | |||||||
Fair value adjustment for change in consideration expected to be paid | -22,000 | |||||||
Balance at the end of the period | 524,000 | 524,000 | 524,000 | |||||
Carrying Amount | ||||||||
Financial assets: | ||||||||
Cash and cash equivalents | 87,604,000 | 29,813,000 | 87,604,000 | 87,604,000 | ||||
Restricted cash | 8,234,000 | 5,305,000 | 8,234,000 | 8,234,000 | ||||
Financial liabilities: | ||||||||
Term loan | 2,500,000 | |||||||
Acquisition-related contingent considerations | 524,000 | 524,000 | 524,000 | |||||
Carrying Amount | 8.625% Senior Secured Notes | ||||||||
Financial liabilities: | ||||||||
Long-term debt | 168,000,000 | 168,000,000 | 168,000,000 | 168,000,000 | ||||
Carrying Amount | 11.5% Senior Secured Second Lien Notes | ||||||||
Financial liabilities: | ||||||||
Long-term debt | 610,827,000 | 610,827,000 | 610,827,000 | |||||
Fair Value | ||||||||
Financial assets: | ||||||||
Cash and cash equivalents | 87,604,000 | 29,813,000 | 87,604,000 | 87,604,000 | ||||
Restricted cash | 8,234,000 | 5,305,000 | 8,234,000 | 8,234,000 | ||||
Advance to Silver Legacy Joint Venture | 4,911,000 | 4,004,000 | 4,911,000 | 4,911,000 | ||||
Financial liabilities: | ||||||||
Term loan | 2,500,000 | |||||||
Acquisition-related contingent considerations | 524,000 | 524,000 | 524,000 | |||||
Fair Value | 8.625% Senior Secured Notes | ||||||||
Financial liabilities: | ||||||||
Long-term debt | 174,720,000 | 178,080,000 | 174,720,000 | 174,720,000 | ||||
Fair Value | 11.5% Senior Secured Second Lien Notes | ||||||||
Financial liabilities: | ||||||||
Long-term debt | 606,919,000 | 606,919,000 | 606,919,000 | |||||
ELLC | Silver Legacy Joint Venture | ||||||||
Fair Value of Financial Instruments | ||||||||
Notes receivable | 7,500,000 | |||||||
Resorts Senior Secured Notes | Resorts | ||||||||
Fair Value of Financial Instruments | ||||||||
Interest rate (as a percent) | 8.63% | 8.63% | 8.63% | 8.63% | 8.63% | 8.63% | ||
Senior Secured Second Lien Notes | MTR Gaming | ||||||||
Fair Value of Financial Instruments | ||||||||
Interest rate (as a percent) | 11.50% | 11.50% | 11.50% | 11.50% | ||||
Level 2 | ELLC | Silver Legacy Joint Venture | ||||||||
Fair Value of Financial Instruments | ||||||||
Notes receivable | $7,500,000 | $7,500,000 | $7,500,000 | |||||
Level 2 | Resorts Senior Secured Notes | Resorts | ||||||||
Fair Value of Financial Instruments | ||||||||
Interest rate (as a percent) | 8.63% | 8.63% | 8.63% | |||||
Level 2 | Senior Secured Second Lien Notes | MTR Gaming | ||||||||
Fair Value of Financial Instruments | ||||||||
Interest rate (as a percent) | 11.50% | 11.50% | 11.50% |
Acquisition_and_Purchase_Accou2
Acquisition and Purchase Accounting (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Sep. 19, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquisition and purchase accounting | ||||
Total consideration paid | $98,011,000 | |||
Consideration Transferred | ||||
Escrow shares returned to authorized and unissued (in shares) | 25,290 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Goodwill | 66,826,000 | 66,826,000 | ||
Long-term debt, gross | 168,000,000 | 168,000,000 | 170,500,000 | |
Former members of HoldCo | ||||
Acquisition and purchase accounting | ||||
Ownership interest held by former members of subsidiary (as a percent) | 50.00% | |||
MTR Gaming | ||||
Acquisition and purchase accounting | ||||
Total consideration paid | 103,011,000 | |||
Outstanding Share Calculation | ||||
Total shares outstanding-before share repurchase | 52,171,465 | |||
Number of shares acquired at $6.05 per share based on $35.0 million cash election | -5,785,123 | |||
Share price (in dollars per share) | 6.05 | |||
Amount of cash election | 35,000,000 | |||
Total ERI shares outstanding at Merger Date | 46,386,342 | |||
Consideration Transferred | ||||
MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election | -5,785,123,000 | |||
Fair value of shares | 102,334,000 | |||
Fair value of stock options | 677,000 | |||
Number of ERI's shares to be received for each outstanding share or vested RSUs of the acquiree's | 1 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Current assets | 75,031,000 | |||
Property and equipment | 289,211,000 | |||
Goodwill | 66,826,000 | |||
Intangible assets | 473,000,000 | |||
Other noncurrent assets | 20,381,000 | |||
Total assets | 924,449,000 | |||
Current liabilities | 46,446,000 | |||
Long-term debt | 624,877,000 | |||
Deferred income taxes | 143,104,000 | |||
Other noncurrent liabilities | 7,011,000 | |||
Total liabilities assumed | 821,438,000 | |||
Net assets acquired | 103,011,000 | |||
Goodwill expected to be deductible for tax purposes | 0 | |||
MTR Gaming | Members of Resorts | ||||
Outstanding Share Calculation | ||||
Shares issued (in shares) | 23,286,202 | |||
Resorts | ||||
Outstanding Share Calculation | ||||
Ownership interest in combined entity (as a percent) | 50.20% | |||
Consideration Transferred | ||||
Amounts paid for cash election | 5,000,000 | |||
MTR Gaming | ||||
Acquisition and purchase accounting | ||||
Increase in property and equipment | 19,000,000 | |||
Increase in intangible assets | 36,400,000 | |||
Increase in deferred income taxes | 14,600,000 | |||
Increase in other noncurrent liabilities | 2,000,000 | |||
Decrease in goodwill | 37,900,000 | |||
Outstanding Share Calculation | ||||
Number of shares outstanding on the Merger Date | 28,386,084 | |||
Ownership interest in combined entity (as a percent) | 49.80% | |||
Consideration Transferred | ||||
Number of MTR Gaming shares outstanding at the Merger Date | 28,386,084,000 | |||
Total net MTR Gaming shares | 23,100,140,000 | |||
FMV of Common stock (in dollars per share) | 4.43 | |||
Amounts paid for cash election | 30,000,000 | |||
MTR Gaming | Senior Secured Second Lien Notes | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Long-term debt, gross | 560,664,000 | 570,700,000 | 560,664,000 | |
MTR Gaming | Restricted stock units (RSUs) | ||||
Outstanding Share Calculation | ||||
RSUs that vested upon closing of the Merger (in shares) | 499,179 | |||
Consideration Transferred | ||||
MTR Gaming RSUs that vested upon closing of the Merger | 499,179,000 |
Acquisition_and_Purchase_Accou3
Acquisition and Purchase Accounting (Details 2) | 0 Months Ended | 12 Months Ended |
Sep. 19, 2014 | Dec. 31, 2014 | |
Intangible Assets | ||
Weighted-Average Useful Life | 1 year 8 months 12 days | |
Trade name | ||
Intangible Assets | ||
Weighted-Average Useful Life | 3 years 6 months |
Acquisition_and_Purchase_Accou4
Acquisition and Purchase Accounting (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Pro forma financial information | ||
Revenues | $713,700,000 | $744,977,000 |
Net loss | -5,215,000 | -176,000 |
Net (loss) income per common share | ||
Basic (in dollars per share) | ($0.11) | $0 |
Diluted (in dollars per share) | ($0.11) | $0 |
Weighted shares outstanding | ||
Basic (in shares) | 46,396,307 | 46,386,342 |
Diluted (in shares) | 46,396,307 | 46,386,342 |
Amortization of the definite-lived intangible assets | ||
2016 | 1,900,000 | |
2017 | 1,900,000 | |
2018 | $400,000 |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Accounts receivable | $9,701,000 | $4,619,000 | |
Allowance for doubtful accounts | 2,589,000 | 1,379,000 | |
Total | 7,112,000 | 3,240,000 | |
Provision for bad debts expense | 1,070,000 | 847,000 | 271,000 |
Write-offs of accounts receivable | 200,000 | 1,100,000 | 1,100,000 |
Recoveries of accounts receivable previously written | 200,000 | ||
Maximum | |||
Recoveries of accounts receivable previously written | $100,000 | $100,000 |
Investment_in_Unconsolidated_A2
Investment in Unconsolidated Affiliates (Details) (USD $) | 12 Months Ended | 8 Months Ended | 9 Months Ended | 0 Months Ended | 8 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2014 | Sep. 30, 2014 | Dec. 16, 2013 | Sep. 01, 2014 | Aug. 30, 2014 | Aug. 31, 2014 | Sep. 18, 2014 | Sep. 20, 2014 | Nov. 16, 2012 | |
Investment in Unconsolidated Affiliates | ||||||||||||
Par Value per share | $0.00 | $0.00 | ||||||||||
Net income (loss) attributable to noncontrolling interest | $103,000 | |||||||||||
Notes receivable | 14,009,000 | 18,349,000 | ||||||||||
Collateral deposits | 300,000 | |||||||||||
Summary of company's equity investment | ||||||||||||
Equity in income of unconsolidated affiliate | 2,705,000 | 3,355,000 | -8,952,000 | |||||||||
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | 715,000 | |||||||||||
Other comprehensive income - minimum pension liability adjustment of unconsolidated affiliate | -1,772,000 | 1,772,000 | ||||||||||
Unaudited results of operations | ||||||||||||
Debt extinguished | -11,980,000 | |||||||||||
Silver Legacy Joint Venture | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 48.10% | |||||||||||
Tamarack | ||||||||||||
Summary of company's equity investment | ||||||||||||
Beginning balance | 5,268,000 | 5,066,000 | 5,213,000 | 5,268,000 | 5,268,000 | 5,268,000 | ||||||
Equity in income of unconsolidated affiliate | 1,094,000 | 746,000 | 720,000 | |||||||||
Member's distribution | -892,000 | -893,000 | -509,000 | |||||||||
Liquidation of investment | -5,479,000 | |||||||||||
Ending balance | 5,268,000 | 5,066,000 | ||||||||||
Balance sheet information | ||||||||||||
Current assets | 6,165,000 | |||||||||||
Property and equipment, net | 22,065,000 | |||||||||||
Other assets, net | 19,000 | |||||||||||
Total assets | 28,249,000 | |||||||||||
Current liabilities | 2,020,000 | |||||||||||
Notes payable and capital lease obligations | 1,443,000 | |||||||||||
Partners' equity | 24,786,000 | |||||||||||
Total liabilities and partners' equity | 28,249,000 | |||||||||||
Unaudited results of operations | ||||||||||||
Net revenues | 21,548,000 | 17,845,000 | 12,908,000 | |||||||||
Operating expenses | -16,172,000 | -14,284,000 | -9,431,000 | |||||||||
Operating income | 5,376,000 | 3,561,000 | 3,477,000 | |||||||||
Interest expense | 97,000 | 182,000 | 45,000 | |||||||||
Net income | 5,279,000 | 3,379,000 | 3,432,000 | |||||||||
ELLC | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 50.00% | |||||||||||
Equity Ownership percentage | 1.90% | |||||||||||
ELLC | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 96.00% | |||||||||||
ELLC | Silver Legacy Joint Venture | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 50.00% | |||||||||||
Notes receivable | 7,500,000 | |||||||||||
Collateral deposits | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||
Interest rate on note receivable | 5.00% | |||||||||||
Galleon | Silver Legacy Joint Venture | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 50.00% | |||||||||||
Notes receivable | 7,500,000 | |||||||||||
Silver Legacy Joint Venture | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 48.10% | |||||||||||
Summary of company's equity investment | ||||||||||||
Beginning balance | 13,081,000 | -2,198,000 | 13,081,000 | 13,081,000 | 13,081,000 | |||||||
Investment in joint venture | 7,500,000 | |||||||||||
Equity in income of unconsolidated affiliate | 1,985,000 | 2,261,000 | -9,698,000 | |||||||||
Gain on early extinguishment of debt of unconsolidated affiliate | 11,980,000 | |||||||||||
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | -715,000 | |||||||||||
Other comprehensive income - minimum pension liability adjustment of unconsolidated affiliate | -1,772,000 | 1,772,000 | ||||||||||
Member's distribution | -734,000 | |||||||||||
Ending balance | 14,009,000 | 13,081,000 | -2,198,000 | |||||||||
Balance sheet information | ||||||||||||
Current assets | 30,563,000 | 29,565,000 | ||||||||||
Property and equipment, net | 190,592,000 | 198,150,000 | ||||||||||
Other assets, net | 6,412,000 | 8,201,000 | ||||||||||
Total assets | 227,567,000 | 235,916,000 | ||||||||||
Current liabilities | 18,707,000 | 27,475,000 | ||||||||||
Long-term liabilities | 89,322,000 | 92,541,000 | ||||||||||
Partners' equity | 119,538,000 | 115,900,000 | ||||||||||
Total liabilities and partners' equity | 227,567,000 | 235,916,000 | ||||||||||
Unaudited results of operations | ||||||||||||
Net revenues | 127,095,000 | 125,841,000 | 114,800,000 | |||||||||
Operating expenses | -112,086,000 | -112,558,000 | -113,387,000 | |||||||||
Operating income | 15,009,000 | 13,283,000 | 1,413,000 | |||||||||
Other expense | -9,607,000 | 15,606,000 | -12,188,000 | |||||||||
Reorganization items | -407,000 | -8,621,000 | ||||||||||
Net income | 5,402,000 | 28,482,000 | -19,396,000 | |||||||||
Silver Legacy Joint Venture | New Silver Legacy Credit Facility | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Principal amount | 90,500,000 | |||||||||||
Silver Legacy Joint Venture | First-out tranche term loan | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Principal amount | 60,500,000 | |||||||||||
Silver Legacy Joint Venture | Last-out tranche term loan | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Principal amount | 30,000,000 | |||||||||||
Silver Legacy Joint Venture | Silver Legacy Credit Facility and Silver Legacy Second Lien Notes | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Operating cash flows used to repay debt | 7,000,000 | |||||||||||
Fees and expenses associated with debt | 2,000,000 | |||||||||||
Silver Legacy Joint Venture | Silver Legacy Credit Facility | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Debt repaid | 63,800,000 | |||||||||||
Silver Legacy Joint Venture | Silver Legacy Second Lien Notes | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Debt repaid | 31,700,000 | |||||||||||
Resorts | Silver Legacy Joint Venture | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 48.10% | |||||||||||
Resorts | Tamarack | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Ownership interest (as a percent) | 21.30% | 21.30% | 21.30% | |||||||||
Summary of company's equity investment | ||||||||||||
Beginning balance | 5,300,000 | 5,300,000 | 5,300,000 | 5,300,000 | ||||||||
Equity in income of unconsolidated affiliate | 1,100,000 | 700,000 | 700,000 | |||||||||
Ending balance | 5,300,000 | |||||||||||
Unaudited results of operations | ||||||||||||
Gain (loss) on distribution of interest in equity method investment | 0 | |||||||||||
Carrying amount of equity method investment distributed | $5,500,000 | $5,500,000 | ||||||||||
Resorts | Tamarack | Carano | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Equity Ownership percentage | 26.30% | |||||||||||
Resorts | ELLC | ||||||||||||
Investment in Unconsolidated Affiliates | ||||||||||||
Equity Ownership percentage | 96.20% | |||||||||||
Tamarack Junction | ||||||||||||
Unaudited results of operations | ||||||||||||
Number of members from parent company managing business and affairs | 4 | |||||||||||
Number of unaffiliated third parties managing business and affairs | 3 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $283,886,000 | $262,144,000 |
Property, Plant and Equipment, Gross | 740,025,000 | 442,486,000 |
Property, Plant and Equipment, Net | 456,139,000 | 180,342,000 |
Capital Expenditure reimbursed by West Virginia Racing Commission | 799,000 | |
Mountaineer | ||
Property, Plant and Equipment [Line Items] | ||
Capital Expenditure reimbursed by West Virginia Racing Commission | 200,000 | |
Maximum | Mountaineer | ||
Property, Plant and Equipment [Line Items] | ||
Modernization Fund Grants Eligibility Fund | 5,800,000 | |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 40,170,000 | 29,660,000 |
Building and Other Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 460,662,000 | 250,429,000 |
Building and Other Leasehold Improvements [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Building and Other Leasehold Improvements [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 45 years | |
Riverboat [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 39,023,000 | 39,023,000 |
Riverboat [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 25 years | |
Furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 166,207,000 | 119,286,000 |
Furniture, fixtures and equipment [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture, fixtures and equipment [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Furniture, fixtures and equipment held under capital leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 30,833,000 | 3,592,000 |
Furniture, fixtures and equipment held under capital leases [Member] | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture, fixtures and equipment held under capital leases [Member] | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 15 years | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,130,000 | 496,000 |
Assets acquired under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $3,400,000 | $3,300,000 |
Other_and_Intangible_Assetsnet
Other and Intangible Assets,net (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Jun. 01, 2011 | |
Trade names and customer loyalty program | |||||
Remainder of 2014 | $900,000 | ||||
2015 | 5,600,000 | ||||
2016 | 1,900,000 | ||||
2017 | 1,900,000 | ||||
2018 | 400,000 | ||||
Deferred financing costs | |||||
Remainder of 2014 | 900,000 | ||||
Goodwill | 66,826,000 | ||||
Total goodwill and other intangible assets, gross | 493,574,000 | 20,574,000 | |||
Total goodwill and other intangible assets | 491,913,000 | 20,574,000 | |||
Land held for development | 906,000 | 906,000 | |||
Other | 5,354,000 | 957,000 | |||
Total Other Assets, gross | 13,111,000 | 8,714,000 | |||
Accumulated amortization bond costs | -3,080,000 | -2,226,000 | |||
Total Other Assets, net | 10,031,000 | 6,488,000 | |||
Resorts | Resorts Senior Secured Notes | |||||
Deferred financing costs | |||||
Bond offering costs | 6,851,000 | 6,851,000 | |||
Interest rate (as a percent) | 8.63% | 8.63% | 8.63% | 8.63% | |
Deferred Financing Costs | |||||
Trade names and customer loyalty program | |||||
2015 | 900,000 | ||||
2016 | 854,000 | ||||
2017 | 854,000 | ||||
2018 | 854,000 | ||||
2019 | 400,000 | ||||
Deferred financing costs | |||||
2015 | 900,000 | ||||
2016 | 854,000 | ||||
2017 | 854,000 | ||||
2018 | 854,000 | ||||
2019 | 400,000 | ||||
Amortization expense of deferred financing costs | 900,000 | 900,000 | 1 | ||
Trade name | |||||
Deferred financing costs | |||||
Intangible assets, excluding goodwill- gross | 6,700,000 | ||||
Accumulated Amortization | -547,000 | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years 6 months | ||||
Customer loyalty programs | |||||
Deferred financing costs | |||||
Intangible assets, excluding goodwill- gross | 4,800,000 | ||||
Accumulated Amortization | -1,114,000 | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||
Gaming licenses | |||||
Deferred financing costs | |||||
Intangible assets, excluding goodwill- gross | 482,074,000 | 20,574,000 | |||
Gaming licenses | Eldorado Casino Shreveport Joint Venture | |||||
Deferred financing costs | |||||
Intangible assets, excluding goodwill | $20,600,000 | $20,600,000 |
Accrued_and_Other_Liabilities_1
Accrued and Other Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued and Other Liabilities | ||
Accrued insurance and medical claims | $1,273 | $1,285 |
Unclaimed chips | 938 | 1,482 |
Accrued Purses and Track Related Liabilities | 4,303 | |
Accrued real estate and property taxes | 2,578 | |
Jackpot liabilities and other accrued gaming promotions | 8,211 | 3,044 |
Construction project and equipment liabilities | 2,333 | |
Other | 7,152 | 1,953 |
Accrued other liabilities, Current | $26,788 | $7,764 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 12 Months Ended | 9 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Jun. 01, 2011 | Aug. 01, 2011 | Sep. 19, 2014 | |
Long-term debt | |||||||
Long-term Debt. | $778,827,000 | $170,500,000 | |||||
Long-term debt, gross | 168,000,000 | 170,500,000 | |||||
Long-term debt, total | 778,827,000 | 170,500,000 | |||||
Less-Current portion | -2,500,000 | ||||||
Long-term debt, noncurrent | 778,827,000 | 168,000,000 | |||||
Scheduled maturities of long-term debt in 2019 | 728,700,000 | ||||||
Interest Expense | 30,752,000 | 15,681,000 | 16,069,000 | ||||
11.25% MTR Second Lien Notes | |||||||
Long-term debt | |||||||
Long-term Debt. | 10,000,000 | ||||||
Long-term debt, total | 10,000,000 | ||||||
Interest rate (as a percent) | 11.25% | ||||||
Debt Instrument, Repurchased Face Amount | 100 | ||||||
Debt Instrument Repurchase Price | 110.25 | ||||||
Amortization of Debt Discount (Premium) | 10,900,000 | ||||||
Interest Expense | 64,500,000 | ||||||
Interest Expense Saved | 1,200,000 | ||||||
Resorts | Secured Credit Facility | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | 30,000,000 | ||||||
Resorts | Resorts Senior Secured Notes | |||||||
Long-term debt | |||||||
Long-term Debt. | 168,000,000 | 168,000,000 | |||||
Long-term debt, total | 168,000,000 | 168,000,000 | |||||
Interest rate (as a percent) | 8.63% | 8.63% | 8.63% | 8.63% | |||
Face amount of debt | 180,000,000 | ||||||
Resorts | Resorts Senior Secured Notes | Prior to June 15, 2015 | |||||||
Long-term debt | |||||||
Redemption price (as a percent) | 100.00% | ||||||
Resorts | Resorts Senior Secured Notes | Year beginning June 15, 2015 | |||||||
Long-term debt | |||||||
Redemption period start date | 15-Jun-15 | ||||||
Redemption price (as a percent) | 104.31% | ||||||
Resorts | Resorts Senior Secured Notes | Year beginning June 15, 2016 | |||||||
Long-term debt | |||||||
Redemption period start date | 15-Jun-16 | ||||||
Redemption price (as a percent) | 102.16% | ||||||
Resorts | Resorts Senior Secured Notes | Year beginning June 15, 2017 and thereafter | |||||||
Long-term debt | |||||||
Redemption price (as a percent) | 100.00% | ||||||
Resorts | Term Loan under Secured Credit Facility | Secured Credit Facility | |||||||
Long-term debt | |||||||
Long-term Debt. | 2,500,000 | ||||||
Long-term debt, total | 2,500,000 | ||||||
Maximum borrowing capacity | 15,000,000 | ||||||
Resorts | Revolving Credit Facility under Secured Credit Facility | Secured Credit Facility | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | 15,000,000 | ||||||
MTR Gaming | Secured Credit Facility | |||||||
Long-term debt | |||||||
Maximum borrowing capacity | 20,000,000 | ||||||
MTR Gaming | Senior Secured Second Lien Notes | |||||||
Long-term debt | |||||||
Long-term Debt. | 610,827,000 | ||||||
Long-term debt, gross | 560,664,000 | 570,700,000 | |||||
Unamortized premium | 50,163,000 | ||||||
Long-term debt, total | 610,827,000 | ||||||
Interest rate (as a percent) | 11.50% | 11.50% | |||||
Face amount of debt | $565,000,000 |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (MTR Gaming, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Aug. 01, 2011 | Dec. 31, 2013 |
Secured Credit Facility | |||
Debt instruments | |||
Maximum borrowing capacity | $20 | ||
Senior Secured Second Lien Notes | |||
Debt instruments | |||
Debt issued | $565 | ||
Interest rate (as a percent) | 11.50% | 11.50% | |
Issue price as percentage of principal amount | 97.00% | ||
Senior Secured Second Lien Notes | Prior to August 1, 2015 | |||
Debt instruments | |||
Redemption price (as a percent) | 100.00% | ||
Senior Secured Second Lien Notes | Year beginning August 1, 2015 | |||
Debt instruments | |||
Redemption price (as a percent) | 106.00% | ||
Senior Secured Second Lien Notes | Year beginning August 1, 2016 | |||
Debt instruments | |||
Redemption price (as a percent) | 103.00% | ||
Senior Secured Second Lien Notes | Year beginning August 1, 2017 and thereafter | |||
Debt instruments | |||
Redemption price (as a percent) | 100.00% | ||
Senior Secured Second Lien Notes | Minimum | |||
Debt instruments | |||
Consolidated total debt ratio | 4 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 18, 2014 | Aug. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ||||||
Federal | $10,000 | |||||
State | 120,000 | |||||
Local | 55,000 | |||||
Total Current | 185,000 | |||||
Deferred: | ||||||
Federal | 846,000 | |||||
State | 711,000 | |||||
Local | 26,000 | |||||
Total Deferred | 1,583,000 | |||||
Income tax expense | 0 | 0 | 0 | 1,768,000 | 0 | 0 |
Reconciliation of the expected statutory federal income tax provision | ||||||
Federal statutory rate | -35.00% | |||||
State and local taxes | -4.40% | |||||
Permanent items | 3.60% | |||||
Valuation allowance | 77.30% | |||||
Minority interest | 1.20% | |||||
Change in tax status | -28.00% | |||||
Other | -0.60% | |||||
Provision (benefit) for income taxes | 14.10% | |||||
Additional naked credit amortization | 1,100,000 | |||||
State and local income tax provision | 700,000 | |||||
Deferred Tax Assets: | ||||||
Loss and credit carryforwards | 43,505,000 | |||||
Accrued expenses | 6,431,000 | |||||
Fixed assets | 10,956,000 | |||||
Investment in partnerships | 5,845,000 | |||||
Debt | 23,826,000 | |||||
Stock-based compensation | 179,000 | |||||
Other | 35,000 | |||||
Deferred tax assets | 90,777,000 | |||||
Deferred Tax Liabilities: | ||||||
Identified intangibles | -146,715,000 | |||||
Prepaid expenses | -2,042,000 | |||||
Deferred tax liabilities | -148,757,000 | |||||
Valuation allowance | -89,067,000 | |||||
Deferred Tax Liabilities, Net | -147,047,000 | |||||
Federal jobs credit carryforwards | 600,000 | |||||
Unrecognized tax benefits | 0 | |||||
Federal Deferred Tax Asset | ||||||
Deferred Tax Liabilities: | ||||||
Credit carryforwards | 600,000 | |||||
Federal | ||||||
Deferred Tax Liabilities: | ||||||
Net operating loss carryforwards | 116,900,000 | |||||
State | ||||||
Deferred Tax Liabilities: | ||||||
Net operating loss carryforwards | $28,600,000 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | |
Resorts | ||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 25.00% | |||||
Matching Contributions | $400,000 | $200,000 | $300,000 | |||
Defined Contribution Plan, First Match Threshold, Percentage | 4.00% | |||||
Resorts Plans | ||||||
Age limit for inclusion in 401k plan | 21 years | |||||
Limit of months of completed service for inclusion in 401k plan | 6 months | |||||
Limit of hours of completed service for inclusion in 401k plan | 1,000 | |||||
Resorts | Minimum | ||||||
Defined Contribution Plan, Contributions Per Employee, Percent | 1.00% | |||||
Resorts | Maximum | ||||||
Defined Contribution Plan, Contributions Per Employee, Percent | 100.00% | |||||
MTR Gaming | ||||||
Matching Contributions | 100,000 | |||||
MTR Gamings Plans | ||||||
Race track and simulcast wagering handles - Percent | 0.25% | |||||
Net win from gaming operations - Percent | 1.00% | |||||
Excess Net Terminal Income threshold | 160,000,000 | |||||
Mountaineer | ||||||
Matching Contributions | 400,000 | |||||
Eldorado Shreveport | ||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | |||||
Defined Contribution Plan, First Match Threshold, Percentage | 6.00% | |||||
Scioto Downs | ||||||
MTR Gamings Plans | ||||||
Pension Income | 39,000 | 39,000 | ||||
Scioto Downs | ||||||
Fair Value of Plan Assets | 1,200,000 | 1,200,000 | 1,200,000 | |||
Fair value of Benefit Obligations | 900,000 | 900,000 | 900,000 | |||
Funded Status of Plan | $300,000 | $300,000 | $300,000 |
Common_Stock_and_Incentive_Awa2
Common Stock and Incentive Awards (Details) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Sep. 19, 2014 | Sep. 18, 2014 | Dec. 31, 2013 | |
Common Stock, Shares, Issued | 46,426,714 | 46,426,714 | 46,426,714 | ||
Common Stock, Shares, Outstanding | 46,447,432 | 46,447,432 | 46,447,432 | ||
Common Stock | |||||
Authorized Common Stock | 100,000,000 | 100,000,000 | 100,000,000 | ||
Par Value per share | $0.00 | $0.00 | $0.00 | ||
Summary of Stock Option Activity | |||||
Proceeds from Stock Options Exercised | $245,000 | ||||
Stock options. | |||||
Options | |||||
Exercised - in shares | -76,633 | ||||
Outstanding at the end of the Period (in shares) | 398,200 | 398,200 | |||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $7.13 | ||||
Exercised (in dollars per share) | $3.22 | ||||
Outstanding and Exercisable (in dollars per share) | $7.88 | $7.88 | |||
Weighted Average Remaining Contractual Life | |||||
Weighted- Average Remaining Contractual Life (in years) | 4 years 6 months 15 days | ||||
Aggregate Intrinsic Value | |||||
Aggregate Intrinsic Value | 200,000 | ||||
Summary of the RSU activity | |||||
Exercised - in shares | -76,633 | ||||
Outstanding at the end of the Period (in shares) | 398,200 | 398,200 | |||
Weighted Average Remaining Contractual Life | |||||
Weighted- Average Remaining Contractual Life (in years) | 4 years 6 months 15 days | ||||
MTR Common Stock | |||||
Common Stock | |||||
Par Value per share | 0.00001 | ||||
MTR Gaming 2010 Long Term Incentive Plan | |||||
Granted (in shares) | 46,411,632 | ||||
Right to receive per share | $6.05 | ||||
Converted to a right to receive $ 6.05 per share | |||||
Number of shares converted | 5,785,123 | ||||
Converted to a right to receive one share of ERI Stock | |||||
Number of shares converted | 22,600,961 | ||||
Number of shares granted on conversion (per share) | 1 | ||||
Outstanding as of beginning | |||||
Options | |||||
Outstanding at the beginning of the Period (in shares) | 474,833 | ||||
Range of Exercise Price | |||||
Lower end of exercise price | 2.44 | ||||
Upper end of exercise price | 16.27 | ||||
Summary of the RSU activity | |||||
Outstanding at the beginning of the Period (in shares) | 474,833 | ||||
Exercised | |||||
Range of Exercise Price | |||||
Lower end of exercise price | $2.44 | ||||
Upper end of exercise price | $3.94 | ||||
Outstanding as of the end | |||||
Range of Exercise Price | |||||
Lower end of exercise price | $2.44 | ||||
Upper end of exercise price | $16.27 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 19, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings per Share | ||||||||||||
Net (loss) income | ($14,425) | $18,897 | ($991) | |||||||||
Shares outstanding: | ||||||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 46,441,249 | 26,075,022 | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | 29,901,405 | 23,311,492 | 23,311,492 | |
Basic and diluted net (loss) income per common share | ($0.23) | ($0.16) | $0.12 | ($0.10) | $0.30 | $0.14 | $0.28 | $0.09 | ($0.48) | $0.81 | ($0.04) | |
Diluted shares outstanding | 0 | 29,901,405 | 23,311,492 | 23,311,492 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive (Loss) Income (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Change in accumulated other comprehensive income | |
Balance at the beginning of the period | $1,772 |
Other comprehensive income before reclassifications, net of tax of $50 | 87 |
Amounts reclassified from accumulated other comprehensive income | -1,772 |
Net current period other comprehensive loss | -1,685 |
Balance at the end of the period | 87 |
Other comprehensive income before reclassifications, tax amount | $50 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Apr. 05, 2011 | Feb. 28, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2015 | Dec. 31, 2010 | Dec. 31, 2006 | Sep. 30, 2014 | Oct. 31, 2005 | Oct. 31, 2004 | Dec. 31, 2014 | Sep. 30, 2012 | |
item | acre | acre | |||||||||||
Capital Lease | |||||||||||||
Number of Capital Lease Agreements | 2 | ||||||||||||
Future Minimum Lease Payments - 2015 | $32,000 | $32,000 | |||||||||||
Future Minimum Lease Payments - 2016 | 4,000 | 4,000 | |||||||||||
Interest reduced to arrive at Present Value of Minimum Lease Payments | 1,000 | 1,000 | |||||||||||
Present Value of Minimum Lease Payments | 36,000 | 36,000 | |||||||||||
Expenses under the terms of the ground lease | |||||||||||||
(Loss) gain on sale or disposition of property | -84,000 | -226,000 | -198,000 | ||||||||||
Regulatory Gaming Assessments | |||||||||||||
Cost of surveillance system | 1,900,000 | ||||||||||||
Write-off of assets replaced | 1,500,000 | ||||||||||||
Default judgement amount to be paid | 2,700,000 | ||||||||||||
Subsequent Event | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Amount to be paid in exchange for release of defendants (except DCE) | 705,000 | ||||||||||||
C. S. & Y. Associates | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Area of real property leased | 30,000 | 30,000 | |||||||||||
Shreveport Ground Operating Lease | |||||||||||||
Future minimum payments under non-cancellable operating leases | |||||||||||||
2015 | 404,000 | 404,000 | |||||||||||
2016 | 463,000 | 463,000 | |||||||||||
2017 | 463,000 | 463,000 | |||||||||||
2018 | 463,000 | 463,000 | |||||||||||
2019 | 463,000 | 463,000 | |||||||||||
Thereafter | 20,249,000 | 20,249,000 | |||||||||||
Total | 22,505,000 | 22,505,000 | |||||||||||
Other Operating Leases [Member] | |||||||||||||
Future minimum payments under non-cancellable operating leases | |||||||||||||
2015 | 1,884,000 | 1,884,000 | |||||||||||
2016 | 1,075,000 | 1,075,000 | |||||||||||
2017 | 602,000 | 602,000 | |||||||||||
2018 | 534,000 | 534,000 | |||||||||||
2019 | 470,000 | 470,000 | |||||||||||
Thereafter | 3,200,000 | 3,200,000 | |||||||||||
Total | 7,765,000 | 7,765,000 | |||||||||||
Rental Expense | 2,300,000 | 1,600,000 | |||||||||||
Expenses under the terms of the ground lease | |||||||||||||
Base Rental | 2,300,000 | 1,600,000 | |||||||||||
Network Equipment Capital Lease | |||||||||||||
Capital Lease | |||||||||||||
Capital Lease Obligations | 100,000 | ||||||||||||
Rate of Interest charged on Capital Lease | 2.80% | ||||||||||||
Number of payments on capital leases | 3 years | ||||||||||||
Payments | 24,000 | ||||||||||||
Maintenance Equipment Capital Lease | |||||||||||||
Capital Lease | |||||||||||||
Capital Lease Obligations | 25,000 | ||||||||||||
Rate of Interest charged on Capital Lease | 8.45% | ||||||||||||
Number of payments on capital leases | 36 months | ||||||||||||
Payments | 714 | ||||||||||||
Hotel Video on Demand System Capital Lease | |||||||||||||
Capital Lease | |||||||||||||
Capital Lease Obligations | 600,000 | ||||||||||||
Rate of Interest charged on Capital Lease | 6.13% | ||||||||||||
Number of payments on capital leases | 48 months | ||||||||||||
Payments | 12,875 | ||||||||||||
Mini-Bars Capital Lease | |||||||||||||
Capital Lease | |||||||||||||
Capital Lease Obligations | 700,000 | ||||||||||||
Rate of Interest charged on Capital Lease | 9.88% | ||||||||||||
Number of payments on capital leases | 96 months | ||||||||||||
MTR Gaming | |||||||||||||
Environmental Remediation | |||||||||||||
Area of real property acquired (in acres) | 229 | ||||||||||||
Area of real property sold (in acres) | 205 | ||||||||||||
Amount of Environmental Risk Insurance Policy purchased | 10,000,000 | ||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Estimated total obligation for assessments | 500,000 | 500,000 | |||||||||||
Obligations paid | 100,000 | 100,000 | |||||||||||
MTR Gaming | Initial funding by Pennsylvania General Fund | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Estimated total proportionate share of assessment upon gaming facilities | 2,200,000 | 2,200,000 | |||||||||||
MTR Gaming | Additional funding by Pennsylvania Property Tax Relief Reserve Fund | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Estimated total proportionate share of assessment upon gaming facilities | 4,200,000 | 4,200,000 | |||||||||||
Period for quarterly payments of proportionate share of funding for assessments | 10 years | ||||||||||||
Presque Isle Downs | |||||||||||||
Bond Requirements | |||||||||||||
Posted surety bond amount | 1,000,000 | ||||||||||||
Scioto Downs | |||||||||||||
Bond Requirements | |||||||||||||
Posted surety bond amount | 1,000,000 | ||||||||||||
The borrowers | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Borrowings to fund initial development of gaming | 99,900,000 | 99,900,000 | |||||||||||
The borrowers | Initial funding by Pennsylvania General Fund | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Borrowings to fund initial development of gaming | 36,100,000 | 36,100,000 | |||||||||||
Number of licensees operational after which repayment of borrowing from General Fund would commence | 14 | ||||||||||||
The borrowers | Additional funding by Pennsylvania Property Tax Relief Reserve Fund | |||||||||||||
Regulatory Gaming Assessments | |||||||||||||
Borrowings to fund initial development of gaming | 63,800,000 | 63,800,000 | |||||||||||
Eldorado Hotel Casino | C. S. & Y. Associates | |||||||||||||
Future minimum payments under non-cancellable operating leases | |||||||||||||
Rental Expense | 600,000 | 600,000 | 600,000 | ||||||||||
Expenses under the terms of the ground lease | |||||||||||||
Base Rental | 600,000 | 600,000 | 600,000 | ||||||||||
Eldorado Shreveport | |||||||||||||
Future minimum payments under non-cancellable operating leases | |||||||||||||
Rental Expense | 500,000 | ||||||||||||
Expenses under the terms of the ground lease | |||||||||||||
Base Rent | 585,000 | 585,000 | 585,000 | ||||||||||
Percentage Rent | 1,336,000 | 1,400,000 | 1,483,000 | ||||||||||
Total | 1,921,000 | 1,985,000 | 2,068,000 | ||||||||||
Payment in lieu of admissions fees and school taxes | 5,908,000 | 6,154,000 | 6,490,000 | ||||||||||
Renewal Term | 40 years | ||||||||||||
Initial Renewal Term | 10 years | ||||||||||||
Base Rental | 500,000 | ||||||||||||
(Loss) gain on sale or disposition of property | 755,000 | ||||||||||||
Rental Revenue | 100,000 | ||||||||||||
Louisiana Partnership | |||||||||||||
Future minimum payments under non-cancellable operating leases | |||||||||||||
Rental Expense | 400,000 | ||||||||||||
Expenses under the terms of the ground lease | |||||||||||||
Initial Renewal Term | 5 years | ||||||||||||
Base Rental | 400,000 | ||||||||||||
Rent Escalation Percentage | 15.00% | ||||||||||||
Number of Increases after Second, Third, Fourth and Fifth five Year Renewals | 0 | ||||||||||||
Mountaineer | |||||||||||||
Bond Requirements | |||||||||||||
Posted surety bond amount | $1,100,000 |
Related_Parties_Details
Related Parties (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Dec. 31, 2014 | 30-May-11 | |
Related parties | ||||||
Receivables from related parties | $400,000 | $400,000 | $400,000 | |||
Payable to related parties | 200,000 | 200,000 | 200,000 | |||
Wine Purchases | 37,411,000 | 28,982,000 | 29,095,000 | |||
Other Revenue, Net | 13,198,000 | 10,384,000 | 10,458,000 | |||
Food and Beverage, Cost of Sales | 37,411,000 | 28,982,000 | 29,095,000 | |||
MTR Gaming | ||||||
Related parties | ||||||
Shared Administrative Costs Reimbursed | 1,500,000 | |||||
Advanced to MTR Gaming | 5,000,000 | 5,000,000 | ||||
MTR Gaming | Eldorado Reno | ||||||
Related parties | ||||||
Wine Purchases | 29,000 | |||||
Food and Beverage, Cost of Sales | 29,000 | |||||
Shared Administrative Service Costs | 100,000 | |||||
REI and HCM | ||||||
Related parties | ||||||
Maximum Management Fee Percentage Allowed | 1.50% | |||||
Payment for Management Fee | 500,000 | 600,000 | 600,000 | |||
REI and HCM | Management agreement | Maximum | ||||||
Related parties | ||||||
Maximum Annual Payment of Management Fee | 600,000 | |||||
REI | ||||||
Related parties | ||||||
Aircraft Rental | 600,000 | 800,000 | 800,000 | |||
REI | Resorts | ||||||
Related parties | ||||||
Ownership interest (as a percent) | 0.47% | |||||
Sierra Adventure Equipment, Inc. | ||||||
Related parties | ||||||
Yacht Rental | 2,500 | 13,000 | 8,000 | |||
Ferrari Carano Winery | ||||||
Related parties | ||||||
Wine Purchases | 35,000 | 1,000 | 23,000 | |||
Food and Beverage, Cost of Sales | 35,000 | 1,000 | 23,000 | |||
C. S. & Y. Associates | ||||||
Related parties | ||||||
Area of real property leased | 30,000 | 30,000 | ||||
Subordination Fee Payable | 100,000 | |||||
Subordination Fees Paid | 100,000 | 100,000 | 100,000 | |||
C. S. & Y. Associates | Minimum | ||||||
Related parties | ||||||
Annual Rent Payable | 400,000 | |||||
C. S. & Y. Associates | Maximum | ||||||
Related parties | ||||||
Rent Payable is 3% of | 6,500,000 | |||||
Rent Payable is 0.1% of | 75,000,000 | |||||
Silver Legacy | ||||||
Related parties | ||||||
Labor and Laundry Supplies | 200,000 | 100,000 | 100,000 | |||
Other Revenue, Net | 100,000 | |||||
Shared Administrative Costs Reimbursed | 500,000 | 600,000 | 700,000 | |||
Shared Administrative Service Costs | 300,000 | |||||
Silver Legacy | Resorts | ||||||
Related parties | ||||||
Utilities | 100,000 | |||||
Donald L Carano | ||||||
Related parties | ||||||
Financial Advisory Fees | 300,000 | |||||
Raymond J Poncia | ||||||
Related parties | ||||||
Financial Advisory Fees | $200,000 | |||||
Secured Credit Facility | Senior Secured Second Lien Notes | ||||||
Related parties | ||||||
Area of real property leased | 30,000 |
Segment_Information_Details
Segment Information (Details) (USD $) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Sep. 18, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
item | item | ||||||||||||||
Segment information | |||||||||||||||
Number of geographic regions | 3 | ||||||||||||||
Number of reportable segments | 3 | ||||||||||||||
Revenues and expenses | |||||||||||||||
Net operating revenues | $164,095,000 | $78,949,000 | $61,749,000 | $57,030,000 | $55,548,000 | $63,631,000 | $65,828,000 | $62,179,000 | $361,823,000 | $247,186,000 | $254,740,000 | ||||
Expenses, excluding depreciation and amortization | -313,085,000 | -210,529,000 | -215,098,000 | ||||||||||||
Corporate expense | -1,659,000 | ||||||||||||||
Loss on sale or disposition of property | -84,000 | -226,000 | -198,000 | ||||||||||||
Equity in net income of unconsolidated affiliate | 2,705,000 | 3,355,000 | -8,952,000 | ||||||||||||
Acquisition charges | -7,411,000 | -3,173,000 | |||||||||||||
Depreciation and amortization | -28,643,000 | -17,031,000 | -17,651,000 | ||||||||||||
Operating income | 6,450,000 | 2,778,000 | 6,775,000 | 1,552,000 | 1,035,000 | 7,092,000 | 10,500,000 | 6,025,000 | 17,555,000 | 22,582,000 | 15,841,000 | ||||
Reconciliations to Consolidated Net Income | |||||||||||||||
Operating Income | 6,450,000 | 2,778,000 | 6,775,000 | 1,552,000 | 1,035,000 | 7,092,000 | 10,500,000 | 6,025,000 | 17,555,000 | 22,582,000 | 15,841,000 | ||||
Unallocated income and expenses: | |||||||||||||||
Interest income | 18,000 | 16,000 | 14,000 | ||||||||||||
Interest expense | -30,752,000 | -15,681,000 | -16,069,000 | ||||||||||||
Gain on extinguishment of debt of unconsolidated affiliate | -11,980,000 | ||||||||||||||
Gain on termination of supplemental executive retirement plan assets of unconsolidated affiliate | 715,000 | ||||||||||||||
Loss on early retirement of debt, net | 90,000 | 22,000 | |||||||||||||
Loss on Property Donation | 755,000 | ||||||||||||||
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest | -103,000 | ||||||||||||||
Provision for income taxes | 0 | 0 | 0 | -1,768,000 | 0 | 0 | |||||||||
Net (Loss) Income attributable to ERI Inc | -14,425,000 | 18,897,000 | -991,000 | ||||||||||||
Capital Expenditures | 10,564,000 | 7,413,000 | 9,181,000 | ||||||||||||
Total Assets | 1,175,330,000 | 1,175,330,000 | 270,182,000 | 1,175,330,000 | 270,182,000 | ||||||||||
Eliminations for the period | |||||||||||||||
Net investment in and advances to other segment | 14,009,000 | 14,009,000 | 18,349,000 | 14,009,000 | 18,349,000 | ||||||||||
Eldorado Reno | |||||||||||||||
Unallocated income and expenses: | |||||||||||||||
Capital Expenditures | 3,475,000 | 3,520,000 | 3,177,000 | ||||||||||||
Total Assets | 236,330,000 | 236,330,000 | 252,066,000 | 236,330,000 | 252,066,000 | ||||||||||
Eldorado Shreveport | |||||||||||||||
Unallocated income and expenses: | |||||||||||||||
Capital Expenditures | 3,273,000 | 3,893,000 | 6,004,000 | ||||||||||||
Total Assets | 143,928,000 | 143,928,000 | 150,766,000 | 143,928,000 | 150,766,000 | ||||||||||
MTR Gaming | |||||||||||||||
Unallocated income and expenses: | |||||||||||||||
Capital Expenditures | 3,816,000 | ||||||||||||||
Total Assets | 921,726,000 | 921,726,000 | 921,726,000 | ||||||||||||
Operating segment | Eldorado Reno | |||||||||||||||
Revenues and expenses | |||||||||||||||
Net operating revenues | 105,945,000 | 109,691,000 | 109,090,000 | ||||||||||||
Expenses, excluding depreciation and amortization | -95,542,000 | -96,685,000 | -96,485,000 | ||||||||||||
Loss on sale or disposition of property | -14,000 | 4,000 | |||||||||||||
Acquisition charges | -6,348,000 | -3,173,000 | |||||||||||||
Depreciation and amortization | -7,951,000 | -8,318,000 | -9,215,000 | ||||||||||||
Operating income | -2,850,000 | 4,856,000 | -5,558,000 | ||||||||||||
Reconciliations to Consolidated Net Income | |||||||||||||||
Operating Income | -2,850,000 | 4,856,000 | -5,558,000 | ||||||||||||
Operating segment | Eldorado Shreveport | |||||||||||||||
Revenues and expenses | |||||||||||||||
Net operating revenues | 133,960,000 | 140,495,000 | 148,650,000 | ||||||||||||
Expenses, excluding depreciation and amortization | -112,068,000 | -113,844,000 | -118,613,000 | ||||||||||||
Loss on sale or disposition of property | -84,000 | -212,000 | -202,000 | ||||||||||||
Depreciation and amortization | -8,403,000 | -8,713,000 | -8,436,000 | ||||||||||||
Operating income | 13,405,000 | 17,726,000 | 21,399,000 | ||||||||||||
Reconciliations to Consolidated Net Income | |||||||||||||||
Operating Income | 13,405,000 | 17,726,000 | 21,399,000 | ||||||||||||
Operating segment | MTR Gaming | |||||||||||||||
Revenues and expenses | |||||||||||||||
Net operating revenues | 124,168,000 | ||||||||||||||
Expenses, excluding depreciation and amortization | -103,816,000 | ||||||||||||||
Acquisition charges | -1,063,000 | ||||||||||||||
Depreciation and amortization | -12,289,000 | ||||||||||||||
Operating income | 7,000,000 | ||||||||||||||
Reconciliations to Consolidated Net Income | |||||||||||||||
Operating Income | 7,000,000 | ||||||||||||||
Eliminating entries | |||||||||||||||
Unallocated income and expenses: | |||||||||||||||
Total Assets | -126,654,000 | -126,654,000 | -132,650,000 | -126,654,000 | -132,650,000 | ||||||||||
Eliminations for the period | |||||||||||||||
Accrued interest on the above intercompany loan | 418,000 | 418,000 | 418,000 | 418,000 | 418,000 | ||||||||||
Intercompany receivables/payables | 130,000 | 130,000 | 91,000 | 130,000 | 91,000 | ||||||||||
Eliminating entries | Eldorado Reno | |||||||||||||||
Unallocated income and expenses: | |||||||||||||||
Management fees included in net operating revenue | 2,300,000 | 3,000,000 | 3,000,000 | ||||||||||||
Eliminating entries | Eldorado Shreveport | |||||||||||||||
Unallocated income and expenses: | |||||||||||||||
Management fees cost | 2,300,000 | 3,000,000 | 3,000,000 | ||||||||||||
Eliminations for the period | |||||||||||||||
Proceeds from Resorts Senior Secured Notes loaned to Eldorado Shreveport | 116,308,000 | 116,308,000 | 118,038,000 | 116,308,000 | 118,038,000 | ||||||||||
Net investment in and advances to other segment | 4,798,000 | 4,798,000 | 14,103,000 | 4,798,000 | 14,103,000 | ||||||||||
Eliminating entries | MTR Gaming | |||||||||||||||
Eliminations for the period | |||||||||||||||
Net investment in and advances to other segment | $5,000,000 | $5,000,000 | $5,000,000 |
Quarterly_Data_Unaudited_Detai
Quarterly Data Unaudited (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 19, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Data Unaudited | ||||||||||||
Revenues | $179,936 | $90,528 | $72,725 | $67,083 | $65,832 | $74,950 | $76,864 | $72,607 | $410,272 | $290,253 | $296,270 | |
Less: Promotional allowances | -15,841 | -11,579 | -10,976 | -10,053 | -10,284 | -11,319 | -11,036 | -10,428 | -48,449 | -43,067 | -41,530 | |
Net Revenues | 164,095 | 78,949 | 61,749 | 57,030 | 55,548 | 63,631 | 65,828 | 62,179 | 361,823 | 247,186 | 254,740 | |
Operating Expenses | 156,755 | 72,943 | 56,054 | 53,726 | 54,528 | 57,283 | 57,301 | 55,448 | 339,478 | 224,560 | 229,749 | |
Operating Income | 6,450 | 2,778 | 6,775 | 1,552 | 1,035 | 7,092 | 10,500 | 6,025 | 17,555 | 22,582 | 15,841 | |
Net (loss) Income | ($10,834) | ($4,064) | $2,909 | ($2,333) | $7,078 | $3,184 | $6,548 | $2,087 | ||||
Earnings Per Share, Diluted [Abstract] | ||||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 0 | 29,901,405 | 23,311,492 | 23,311,492 | ||||||||
Basic and diluted | ($0.23) | ($0.16) | $0.12 | ($0.10) | $0.30 | $0.14 | $0.28 | $0.09 | ($0.48) | $0.81 | ($0.04) | |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 46,441,249 | 26,075,022 | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | 23,311,492 | 29,901,405 | 23,311,492 | 23,311,492 |
Schedule_IIValuation_and_Quali
Schedule II-Valuation and Qualifying Accounts (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Uncollectible accounts written off | $200,000 | $1,100,000 | $1,100,000 |
Allowance for doubtful accounts | |||
Balance at Beginning of Period | 1,379,000 | 1,605,000 | 2,373,000 |
Additions | 1,266,000 | 847,000 | 271,000 |
Deductions | 56,000 | 1,073,000 | 1,039,000 |
Balance at End of Period | 2,589,000 | 1,379,000 | 1,605,000 |
Uncollectible accounts written off | $200,000 | $28,000 | $48,000 |
Uncategorized_Items
Uncategorized Items | |
[us-gaap_SharesOutstanding] | 23,311,492 |