Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document and Entity Information | |
Entity Registrant Name | Eldorado Resorts, Inc. |
Entity Central Index Key | 1,590,895 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 46,516,614 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 88,627 | $ 87,604 |
Restricted cash | 7,140 | 5,734 |
Accounts receivable, net | 8,505 | 7,112 |
Due from unconsolidated affiliates | 453 | 362 |
Inventories | 6,950 | 7,234 |
Prepaid expenses and other | 10,944 | 9,447 |
Total current assets | 122,619 | 117,493 |
Restricted cash | 2,500 | 2,500 |
Investment in and advances to unconsolidated affiliates | 14,597 | 14,009 |
Property and equipment, net | 447,891 | 456,139 |
Gaming licenses and other intangibles. net | 488,299 | 491,913 |
Non-operating real property | 16,419 | 16,419 |
Goodwill | 66,826 | 66,826 |
Other assets, net | 9,852 | 10,031 |
Total assets | 1,169,003 | 1,175,330 |
CURRENT LIABILITIES: | ||
Current portion of capital lease obligations | 8 | 32 |
Accounts payable | 10,942 | 12,184 |
Interest payable | 27,469 | 27,469 |
Income taxes payable | 137 | |
Accrued gaming taxes and assessments | 10,361 | 12,998 |
Accrued payroll | 10,406 | 9,441 |
Accrued other liabilities | 28,326 | 26,788 |
Deferred income taxes | 2,607 | 2,608 |
Due to unconsolidated affiliates | 168 | 187 |
Total current liabilities | 90,287 | 91,844 |
Long-term debt | 773,354 | 778,827 |
Capital lease obligations, less current portion | 3 | |
Deferred income taxes | 145,946 | 144,439 |
Other liabilities | 8,342 | 8,595 |
Total liabilities | $ 1,017,929 | $ 1,023,708 |
STOCKHOLDERS' EQUITY: | ||
Common stock, 100,000,000 shares authorized, 46,444,694 issued and outstanding, par value $0.00001 | ||
Paid-in capital | $ 166,678 | $ 165,857 |
Accumulated deficit | (15,794) | (14,425) |
Accumulated other comprehensive income | 87 | 87 |
Stockholders' equity before non-controlling interest | 150,971 | 151,519 |
Non-controlling interest | 103 | 103 |
Total stockholders' equity and member's equity | 151,074 | 151,622 |
Total liabilities and stockholders' equity | $ 1,169,003 | $ 1,175,330 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 46,444,694 | 46,444,694 |
Common stock, shares outstanding | 46,444,694 | 46,444,694 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Casino | $ 156,788 | $ 48,154 | $ 304,450 | $ 92,823 |
Pari-mutuel commissions | 3,056 | 4,261 | ||
Food and beverage | 23,495 | 15,027 | 45,677 | 29,374 |
Hotel | 8,444 | 7,305 | 15,478 | 13,192 |
Other | 6,573 | 2,239 | 11,299 | 4,419 |
Gross operating revenues | 198,356 | 72,725 | 381,165 | 139,808 |
Less: Promotional allowances | (15,723) | (10,976) | (31,081) | (21,029) |
Net operating revenues | 182,633 | 61,749 | 350,084 | 118,779 |
Expenses: | ||||
Casino | 91,066 | 25,309 | 177,884 | 49,282 |
Pari-mutuel commissions | 3,093 | 4,789 | ||
Food and beverage | 12,002 | 7,406 | 23,923 | 14,426 |
Hotel | 2,313 | 1,914 | 4,503 | 3,859 |
Other | 3,567 | 1,774 | 6,434 | 3,423 |
Marketing and promotions | 7,404 | 4,747 | 14,505 | 8,887 |
General and administrative | 26,954 | 10,818 | 54,658 | 21,629 |
Depreciation and amortization | 14,031 | 4,086 | 28,500 | 8,274 |
Total operating expenses | 160,430 | 56,054 | 315,196 | 109,780 |
Gain on sale or disposal of property | 3 | 4 | ||
Acquisition charges | (253) | (1,081) | (337) | (2,453) |
Equity in income of unconsolidated affiliates | 1,106 | 2,161 | 588 | 1,781 |
Operating income | 23,059 | 6,775 | 35,143 | 8,327 |
Other Income (Expense): | ||||
Interest income | 6 | 4 | 11 | 8 |
Interest expense | (17,238) | (3,870) | (34,475) | (7,759) |
Total other expense | (17,232) | (3,866) | (34,464) | (7,751) |
Net loss before income taxes | 5,827 | 2,909 | 679 | 576 |
Provision for income taxes | (1,032) | 0 | (2,048) | 0 |
Net income (loss) | $ 4,795 | $ 2,909 | $ (1,369) | $ 576 |
Net income (loss) per share of Common Stock: | ||||
Basic | $ 0.10 | $ 0.12 | $ (0.03) | $ 0.02 |
Diluted | $ 0.10 | $ 0.12 | $ (0.03) | $ 0.02 |
Weighted Average Number of Shares Outstanding: | ||||
Basic (in shares) | 46,516,614 | 23,311,492 | 46,505,687 | 23,311,492 |
Diluted (in shares) | 46,657,618 | 23,311,492 | 46,505,687 | 23,311,492 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net income (loss) | $ 4,795 | $ 2,909 | $ (1,369) | $ 576 |
Other comprehensive loss | (111) | (111) | ||
Comprehensive income (loss), net of tax | $ 4,795 | $ 2,798 | $ (1,369) | $ 465 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (1,369) | $ 576 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 28,500 | 8,274 |
Amortization of debt issuance costs and (premium) discount | (5,044) | 427 |
Equity in income of unconsolidated affiliates | (588) | (1,781) |
Distributions from unconsolidated affiliate | 382 | |
Stock-based compensation expense | 821 | |
Gain on sale or disposal of property | (4) | |
Provision for (recoveries of) bad debts | 238 | (18) |
Change in fair value of acquisition related contingencies | 33 | |
Provision for deferred income taxes | 1,242 | |
Change in operating assets and liabilities: | ||
Restricted cash | (1,406) | |
Accounts receivable | (1,722) | (930) |
Inventories | 284 | (153) |
Prepaid expenses and other | (1,233) | 149 |
Accounts payable | (1,438) | (635) |
Interest payable | (29) | |
Income taxes payable | (137) | |
Accrued and other liabilities and due to unconsolidated affiliates | 984 | 547 |
Net cash provided by operating activities | 19,161 | 6,809 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (17,863) | (1,914) |
Proceeds from sale of property and equipment | 2 | |
(Increase) decrease in other assets, net | (250) | 138 |
Net cash used in investing activities | (18,111) | (1,776) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of long-term debt | (2,500) | |
Principal payments on capital leases | (27) | (159) |
Cash distributions | (576) | |
Net cash used in financing activities | (27) | (3,235) |
INCREASE IN CASH AND CASH EQUIVALENTS | 1,023 | 1,798 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 87,604 | 29,813 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 88,627 | 31,611 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 39,483 | 7,350 |
Income taxes paid | 848 | |
Payables for capital expenditures | $ 196 | $ 135 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization The accompanying unaudited consolidated financial statements include the accounts of Eldorado Resorts, Inc. ("ERI" or the "Company"), a Nevada corporation formed in September 2013, and its consolidated subsidiaries. As explained in greater detail in Note 2, 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"), HoldCo and MTR Gaming 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 was 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 unaudited 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, 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 Circus and Eldorado Joint Venture, LLC (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, subject to regulatory approval, entered into in connection with the Merger (see Note 3), 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, on the terms and conditions described therein. In addition, certain of our subsidiaries have entered into an agreement to acquire the remaining 50% of the Silver Legacy Joint Venture and all of the assets and properties of Circus Circus Reno (the "Circus Reno/Silver Legacy Purchase"), and we have guaranteed the obligations of such subsidiaries thereunder. See Note 13—Subsequent Event—Pending Acquisitions and Refinancing. 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 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 is 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. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with US GAAP for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation and have been included herein. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The executive decision makers of the Company review operating results, assess performance and make decisions on a "significant market" basis. Accordingly, the Company considers the Eldorado Reno, Eldorado Shreveport and MTR Gaming properties to be operating segments. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("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, 2017. Early adoption effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 is 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 the effects, if any, of the adoption of this guidance will not have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-2, "Consolidation: Amendments to the Consolidation Analysis" (Topic 810) which provides guidance to companies in evaluating whether certain legal entities should be included in their consolidated financial statements. This guidance is effective for annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company believes the effects, if any, of the adoption of this guidance will not have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-3, "Interest—Imputation of Interest" (Subtopic 835-30) which requires debt issuance costs be presented in the balance sheet as a direct reduction of the associated debt obligation, with the amortization of such costs being reported as a component of interest expense. The description of the debt obligation will also include the effective interest rate resulting from the amortization of debt issuance costs. This guidance is effective for annual periods beginning after December 15, 2015 and interim periods within such annual periods. Early adoption is permitted, including adoption in an interim period. The new guidance is to be adopted on a retrospective basis with appropriate disclosure reflecting a change in accounting principle. The Company believes the effects of the adoption of this guidance will not have a material impact on its consolidated financial statements and the Company will adopt during the third quarter of 2015. Fair Value of Financial Instruments 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: Restricted cash includes unredeemed winning tickets from the Company's racing operations, funds related to horsemen's fines and certain simulcasting funds that are restricted to payments for improving horsemen's facilities and racing purses 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. Restricted cash 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 3) is classified as Level 2 based upon market-based inputs. Long-term Debt: The 8.625% Senior Secured Notes due 2019 (the "Resorts Senior Secured Notes", see Note 8) and MTR Gaming 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the "MTR Second Lien Notes", see Note 8) are classified as Level 2 based upon market 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 June 30, 2015 and December 31, 2014 for debt with similar terms and maturities. The fair value of the MTR Second Lien Notes has been based on quoted market prices as of June 30, 2015 and December 31, 2014. 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. The Company considers the acquisition related contingency's fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy. The estimated fair values of the Company's financial instruments are as follows (amounts in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (unaudited) Financial assets: Cash and cash equivalents $ $ $ $ Restricted cash Advance to Silver Legacy Joint Venture — — Financial liabilities: Resorts Senior Secured Notes MTR Second Lien Notes Acquisition-Related Contingent Considerations The following table represents the change in acquisition-related contingent consideration liabilities during the period December 31, 2014 to June 30, 2015: Balance as of December 31, 2014 $ Amortization of present value discount(1) Fair value adjustment for change in consideration expected to be paid(2) Settlements ) ​ ​ ​ ​ ​ Balance as of June 30, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Changes in present value are included as a component of interest expense in the consolidated statements of operations. (2) Fair value adjustments for changes in earn-out estimates are included in general and administrative expense in the consolidated statements of operations. Reclassifications Certain reclassifications, which have no effect on previously reported net income, have been made to the unaudited consolidated statements of operations to conform to the 2015 presentation. Specifically, entertainment revenues ($0.5 million and $1.2 million for the three and six months ended June 30, 2014) and entertainment expenses ($0.6 million and $1.1 million for the three and six months ended June 30, 2014) 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" ($4.1 million and $7.6 million for the three and six months ended June 30, 2014) and from "General and Administrative Expenses" ($0.6 million and $1.2 million for the three and six months ended June 30, 2014). Valet related expenses ($0.2 million and $0.4 million for the three and six months ended June 30, 2014) have been reclassified to "Other Expenses" from "General and Administrative Expenses." |
Acquisition and Purchase Accoun
Acquisition and Purchase Accounting | 6 Months Ended |
Jun. 30, 2015 | |
Acquisition and Purchase Accounting | |
Acquisition and Purchase Accounting | Note 2. 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. Consideration Transferred The total consideration paid was $103.0 million. The purchase consideration in a reverse acquisition was determined with reference to the value of equity 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 a 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, was 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) Number of MTR Gaming shares outstanding on the Merger Date(2) MTR Gaming RSUs that vested upon closing of the Merger(3) ​ ​ ​ ​ ​ Total ERI shares outstanding—before share repurchase MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election(4) ) ​ ​ ​ ​ ​ Total ERI shares outstanding at Merger Date(5) Resorts % ownership % MTR Gaming % ownership % Consideration Transferred (dollars in thousands, except stock price) Number of MTR Gaming shares outstanding at the Merger Date MTR Gaming RSUs that vested upon closing of the Merger MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election ) ​ ​ ​ ​ ​ Total net MTR Gaming shares FMV of MTR Gaming common stock at Merger Date $ ​ ​ ​ ​ ​ Fair value of MTR Gaming shares $ Fair value of MTR Gaming stock options(3) ​ ​ ​ ​ ​ Total consideration transferred $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 prior to December 31, 2014. (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 $ Property and equipment Goodwill Intangible assets(1) Other noncurrent assets ​ ​ ​ ​ ​ Total assets ​ ​ ​ ​ ​ Current liabilities Long-term debt(2) Deferred income taxes(3) Other noncurrent liabilities ​ ​ ​ ​ ​ Total liabilities assumed ​ ​ ​ ​ ​ Net assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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. 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. Pro Forma Information The following table includes the pro forma results for the three and six months ended June 30, 2014 which gives 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 (amounts in thousands, except per share data): Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 (unaudited) Net revenues $ $ Net income Net income per common share: Basic $ $ Diluted Weighted shares outstanding: Basic Diluted These pro forma results do not necessarily represent the results of operations that would have been achieved if the Merger 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. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2015 | |
Investment in Unconsolidated Affiliates | |
Investment in Unconsolidated Affiliates | Note 3. Investment in Unconsolidated Affiliates 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 owns a 50% interest in the Silver Legacy Joint Venture. The Company owns an indirect 48.1% interest in the Silver Legacy Joint Venture. The Company has entered into an agreement to purchase the 50% interest in the Silver Legacy Joint Venture owned by Galleon and, in connection with such acquisition, the Company expects to acquire the 1.9% indirect interest in the Silver Legacy Joint Venture held by ELLC in September 2015. See Note 13—Subsequent Event—Pending Acquisitions and Refinancing. Under the Plan of Reorganization, each of, Resorts through 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 Resorts 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 June 30, 2015 and December 31, 2014. In connection with the Circus Reno/Silver Legacy Purchase, we expect to acquire the note evidencing the $7.5 million loan made by Galleon and that all amounts under the subordinated loans advanced by ELLC and Galleon, Inc. will be contributed to the equity capital of the Silver Legacy Joint Venture. 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 ELLC and Galleon to $2.5 million each and resulted in the return of $2.5 million of the $5.0 million of 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 amount of $2.5 million in the accompanying consolidated balance sheets at June 30, 2015 and December 31, 2014. On December 16, 2013, the Silver Legacy Joint Venture entered into a new senior secured term loan facility totaling $90.5 million (the "Silver Legacy Credit Facility") to refinance its indebtedness under its then existing senior secured term loan and Silver Legacy Second Lien Notes. The Silver Legacy Credit Facility matures on November 16, 2017. In connection with the Circus Reno/Silver Legacy Purchase, we expect that all amounts outstanding under the Silver Legacy Credit Facility will be paid in full and the cash collateral securing such obligations will be released. Equity in income related to the Silver Legacy Joint Venture for the three and six months ended June 30, 2015 amounted to $1.1 million and $0.6 million, respectively. Equity in income for the three and six months ended June 30, 2014 amounted to $1.9 million and $1.3 million, respectively. Summarized information for the Company's investment in and advances to the Silver Legacy Joint Venture as of and for the six months ended June 30, 2015 and 2014 is as follows (in thousands): June 30, 2015 June 30, 2014 (unaudited) Beginning balance $ $ Equity in income of unconsolidated affiliate Other comprehensive income—minimum pension liability adjustment of unconsolidated affiliate — ) ​ ​ ​ ​ ​ ​ ​ ​ Ending balance $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands): June 30, 2015 December 31, 2014 (unaudited) Current assets $ $ Property and equipment, net Other assets, net ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities $ $ Long-term liabilities Partners' equity ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and partners' equity $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (unaudited) Net revenues $ $ $ $ Operating expenses ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income Other expense ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Equity Awards and Other Incenti
Equity Awards and Other Incentive Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Equity Awards and Other Incentive Compensation | |
Equity Awards and Other Incentive Compensation | Note 4. Equity Awards and Other Incentive Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation . Total stock-based compensation expense recognized during the three and six months ended June 30, 2015 was $0.2 million and $0.8 million, respectively. These amounts are included in general and administrative expenses in the Company's consolidated statements of operations. The Company did not incur stock-based compensation expense during 2014. The Board of Directors ("BOD") adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan ("2015 Plan") on January 23, 2015 and our shareholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. The Plan permits the granting of stock options, including incentive stock options ("ERI Stock Options"), stock appreciation rights ("SARs"), restricted stock or restricted stock units ("RSUs"), performance awards, and other stock-based awards and dividend equivalents. ERI Stock Options primarily vest ratably over three years and RSUs granted to employees and executive officers primarily vest and become non-forfeitable upon the third anniversary of the date of grant. RSUs granted to non-employee directors vest immediately and are delivered upon the date that is the earlier of termination of service on the BOD or the consummation of a change of control of the Company. The performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Other stock-based awards will consist of any right which is not an ERI Stock Option, SAR, RSU, or performance award, and an award based on shares of the Company's common stock. On January 23, 2015, the Compensation Committee of the BOD of the Company approved the grant of 685,606 RSUs with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to executive officers and certain key employees under the 2015 Plan, and the grant of 89,900 RSUs with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to non-employee members of the BOD under the 2015 Plan. Such awards became effective upon our shareholders' approval of the 2015 Plan on June 23, 2015. On September 19, 2014, as a result of the Merger, all outstanding MTR Gaming stock options ("MTR 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. A summary of the MTR Stock Option activity for the six months ended June 30, 2015 is as follows: Options Range of Exercise Prices Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in millions) Outstanding as of December 31, 2014 $2.44 - $16.27 $ Expired ) 11.30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding and Exercisable as of June 30, 2015 $2.44 - $16.27 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ A summary of the RSU activity for the six months ended June 30, 2015 is as follows: RSUs Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life Aggregate Fair Value (in years) (in millions) Unvested outstanding as of December 31, 2014 — $ — — — Granted Vested ) Forfeited — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested outstanding as of June 30, 2015 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2015, the Company had approximately $2.3 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of approximately 2.58 years. |
Other and Intangible Assets, ne
Other and Intangible Assets, net | 6 Months Ended |
Jun. 30, 2015 | |
Other and Intangible Assets, net | |
Other and Intangible Assets, net | Note 5. Other and Intangible Assets, net Other and intangible assets, net, consisted of the following amounts (in thousands): June 30, 2015 December 31, 2014 (unaudited) Goodwill $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gaming licenses (Indefinite-lived) $ $ Trade names Customer loyalty program ​ ​ ​ ​ ​ ​ ​ ​ Accumulated amortization trade names ) ) Accumulated amortization customer loyalty programs ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total goodwill and other intangible assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Land held for development $ $ Bond offering costs, Resorts Senior Secured Notes Other ​ ​ ​ ​ ​ ​ ​ ​ Accumulated amortization bond costs Resorts Senior Secured Notes ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total Other Assets, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. The gaming licenses represents intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate. Included in gaming licenses are the gaming and racing licenses of Mountaineer, Presque Isle Downs and Scioto Downs totaling $461.5 million, which reflects the fair value of the licenses calculated as of the Merger Date, as well as the Eldorado Shreveport gaming license in the amount of $20.6 million as of June 30, 2015 and December 31, 2014. 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 for the three and six months ended June 30, 2015 was $1.7 million and $3.6 million, respectively, which is included in depreciation and amortization in the accompanying unaudited consolidated statement of operations. There was no such amortization for the three and six months ended June 30, 2014. Based upon the amortizable intangible assets as of June 30, 2015, the estimated aggregate future amortization expense is $2.0 million for the remainder of 2015, $1.9 million for the year ended December 31, 2016, $1.9 million for the year ended December 31, 2017 and $0.4 million for the year ended December 31, 2018. 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 unaudited consolidated statements of operations. Amortization expense with respect to deferred financing costs amounted to $0.4 million for each of the six months ended June 30, 2015 and 2014. Amortization expense with respect to deferred financing costs amounted to $0.2 million for each of the three months ended June 30, 2015 and 2014. The Company refinanced its Resorts Senior Secured Notes on July 23, 2015 (see Note 13). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income taxes | |
Income Taxes | Note 6. Income Taxes Prior to the Merger Date, the Company was taxed as a partnership under the Internal Revenue Code pursuant to which income taxes were primarily the responsibility of the partners. On September 19, 2014, in connection with the Merger, the Company became a C corporation subject to federal and state corporate-level income taxes at prevailing corporate tax rates. The Company files a US federal tax return, and various state and local income tax returns. With few exceptions, the Company is no longer subject to US federal or state and local tax examinations by tax authorities for years before 2011. The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period. The Company is estimating its operating results will be at or about break-even, but incurs significant tax expense related to tax amortization of indefinite lived gaming licenses (i.e. Naked Credits) as noted below. This unusual circumstance may result in significant variations in the customary relationship between income tax expense and pretax accounting income in interim periods. The Company is applying the guidance of ASC 740-270-30-18 and applying the actual effective tax rate for the year to date operations as the best estimate of the annual effective tax rate. The income tax provision results in an effective tax rate that has an unusual relation to pretax income (loss). This is due to the federal and state valuation allowances on deferred tax assets as discussed below. The difference between the effective rate and the statutory rate is attributed primarily to the federal and state valuation allowances on deferred tax assets. As a result of net operating losses and the net 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 substantially all of the 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. The incremental amortization or depreciation deductions for income tax 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 the Company's need for a valuation allowance against the net deferred tax assets. Therefore, we expect to record non cash deferred tax expense as we amortize these assets for tax purposes. During the three and six months ended June 30, 2015, the Company's tax expense was $1.0 million and $2.0 million, respectively. There was no income tax expense during the three and six months ended June 30, 2014 because the Company was a partnership for income tax purposes. As of June 30, 2015, 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. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Accrued and Other Liabilities | |
Accrued and Other Liabilities | Note 7. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): June 30, 2015 December 31, 2014 (unaudited) Accrued insurance and medical claims $ $ Unclaimed chips Accrued purses and track related liabilities Accrued real estate and property taxes Jackpot liabilities and other accrued gaming promotions Construction project and equipment liabilities Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt | |
Long-Term Debt | Note 8. Long-Term Debt Long-term debt consisted of the following (in thousands): June 30, 2015 December 31, 2014 (unaudited) Resorts Senior Secured Notes $ $ ​ ​ ​ ​ ​ ​ ​ ​ MTR Second Lien Notes Unamortized premium ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Long-Term Debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scheduled maturities of long-term debt are $728.7 million in 2019. Resorts' Senior Secured Notes On June 1, 2011, Resorts completed the issuance of 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 June 30, 2015, Resorts 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). 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 was entitled to redeem some or all of the Resorts Senior Secured Notes prior to June 15, 2015 at a redemption price of 100.0% of the principal amount thereof plus a "make whole premium" together with accrued and unpaid interest thereon. On or after June 15, 2015, the Resorts Senior Secured Notes were subject to redemption 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 % 2016 % 2017 and thereafter % Pursuant to the refinancing transactions described in Note 13—Subsequent Events—Pending Acquisitions and Refinancing, the Company purchased or discharged all of the outstanding Resorts Senior Secured Notes in July 2015. MTR Gaming Second Lien Notes On August 1, 2011, MTR Gaming completed the offering of the MTR Second Lien Notes at an issue price equal to 97% of the aggregate principal amount. 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 MTR Second Lien Notes 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 June 30, 2015, MTR Gaming was in compliance with the covenants under the indenture relating to the MTR Second Lien Notes. MTR Gaming was entitled to redeem some or all of the MTR Second Lien Notes prior to August 1, 2015 at a redemption price of 100.0% of the principal amount thereof plus a "make whole premium" together with accrued and unpaid interest thereon. On or after August 1, 2015, MTR Second Lien Notes were subject to redemption 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 % 2016 % 2017 and thereafter % In October 2014, MTR Gaming repurchased $10.0 million in aggregate principal amount of its 11.5% 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 $10.9 million. Pursuant to the refinancing transactions described in Note 13—Subsequent Events—Pending Acquisitions and Refinancing, the Company purchased or discharged all of the outstanding MTR Second Lien Notes in July 2015. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings per Share | |
Earnings per Share | Note 9. Earnings per Share The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the three and six months ended June 30, 2015 and 2014 (dollars in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (unaudited) (unaudited) Net income (loss) available to common stockholders $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: Basic ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share: Basic $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 2) for the three and six months ended June 30, 2014. At the Merger Date, there were no dilutive securities outstanding. Equity Offering On July 7, 2015, the Company filed a registration statement relating to an underwritten offering of up to $80 million common stock ("Common Stock Offering"). The Company intends to sell shares of common stock to generate aggregate net proceeds of approximately $60.0 million, prior to the exercise of the underwriters' option to purchase additional shares. The number of shares sold in the offering, if any, will be subject to market conditions. The Company intends to apply the proceeds from the Common Stock Offering to pay a portion of the purchase price for the purchase of all of the assets of Circus Circus Reno and the Silver Legacy Joint Venture that is currently owned by a subsidiary of MGM Resorts International, including repayment of amounts outstanding under the Silver Legacy Joint Venture credit facility and pay fees and costs associated with such transactions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Litigation The Company is a party to various lawsuits, which have arisen in the normal course of 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 the consolidated financial condition and those estimated losses are not expected to have a material impact on the results of operations. 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 $0.7 million would be paid to Presque Isle Downs, Inc. in exchange for a general release of the defendants (except DCE) and the additional defendants. A settlement agreement and release have been entered into by all parties. It is anticipated the case will be voluntarily dismissed by August 31, 2015. 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, the Company, 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 10 th 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 arguments were held on June 23, 2015. Environmental Remediation In October 2004, the Company acquired 229 acres of real property, known as the International Paper site, as an alternative site to build Presque Isle Downs. In connection with the acquisition of the International Paper site, the Company entered into a consent order and decree (the "Consent Order") with the PaDEP and International Paper insulating us 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, the Company sold approximately 205 acres to GEIDC who assumed primary responsibility for the remediation obligations under the Consent Order relating to the property they acquired. However, the Company was advised by the PaDEP that it was not released from its liability and responsibility under the Consent Order. The Company also purchased an Environmental Risk Insurance Policy in the amount of $10.0 million with respect to the property, which expires in October 2015. The Company believes that the insurance coverage is in excess of any exposure that we 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 $36.1 million, and further funding was provided from additional loans from the Pennsylvania Property Tax Reserve Fund in the aggregate amount of $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 $4.1 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 sheets at June 30, 2015 and 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 June 30, 2015 and December 31, 2014 was $4.7 million and $5.0 million, respectively, and is accrued in the accompanying consolidated balance sheets. As of and during the six months ended June 30, 2015, the total estimated liability decreased as a result of changes in the forecasted assumptions utilized in the model by $0.1 million and was recognized in gaming operating expenses. The Company paid $0.2 million during the six months ended June 30, 2015. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2015 | |
Related Parties | |
Related Parties | Note 11. Related Parties As of June 30, 2015, the Company's receivables and payables to related parties amounted to $0.5 million and $0.2 million, respectively. As of December 31, 2014, the Company's receivables and payables to related parties amounted to $0.4 million and $0.2 million, respectively. These amounts represent amounts related to shared services and other transactions in the ordinary course of business between Resorts and Silver Legacy. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | |
Segment Information | Note 12. Segment Information The following table sets forth, for the period indicated, certain operating data for the Company's reportable segments. Management views each of its 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 along with its corporate offices. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, unaudited) (in thousands, unaudited) Revenues and expenses Eldorado Reno Net operating revenues(a) $ $ $ $ Expenses, excluding depreciation ) ) ) ) Corporate management fee ) — ) — Loss on sale or disposal of property — — Acquisition charges — ) — ) Equity in income of unconsolidated affiliates Depreciation ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—Eldorado Reno $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Eldorado Shreveport Net operating revenues $ $ $ $ Expenses, excluding depreciation and amortization(a) ) ) ) ) Gain on sale or disposal of property ) — ) — Corporate management fee ) — ) — Depreciation and amortization ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—Eldorado Shreveport $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MTR Gaming Net operating revenues $ $ — $ $ — Expenses, excluding depreciation and amortization ) — ) — Corporate management fee ) — ) — Gain on sale or disposal of property ) — — — Acquisition charges — — ) — Depreciation and amortization ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—MTR Gaming $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Eldorado Corporate Expenses, excluding depreciation(a) $ ) $ — $ ) $ — Corporate management fee — — Acquisition charges ) ) Depreciation ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss)—Eldorado Corporate $ $ — $ ) $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Reportable Segments Net operating revenues(a) $ $ $ $ Expenses, excluding depreciation and amortization(a) ) ) ) ) Loss on sale or disposal of property — — Acquisition charges ) ) ) ) Equity in income of unconsolidated affiliates Depreciation and amortization ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—Total Reportable Segments $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliations to Consolidated Net Income (Loss) Operating Income—Total Reportable Segments $ $ $ $ Unallocated income and expenses: Interest income Interest expense ) ) ) ) Provision for income taxes ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Excludes intercompany management fee revenues earned by Eldorado Reno and expensed by Eldorado Shreveport amounting to $0.8 million and $1.5 million, respectively, for the three and six months ended June 30, 2014. Six Months Ended June 30, 2015 2014 (in thousands, unaudited) Capital Expenditures Eldorado Reno $ $ Eldorado Shreveport MTR Gaming — Eldorado Corporate — ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2015 As of December 31, 2014 (in thousands) (unaudited) Total Assets(a) Eldorado Reno $ $ Eldorado Shreveport Eldorado Corporate — MTR Gaming Eliminating and reclassification entries(b) ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Total assets presented in this table are considered restricted under the Company's indenture described in Note 8. (b) Reflects the following for the periods indicated: Proceeds from Resorts Senior Secured Notes loaned to Eldorado Shreveport $ $ Accrued interest on the above intercompany loan Intercompany receivables/payables Reclassification of noncurrent deferred tax assets — Net investment in and advances to MTR Gaming Net investment in and advances to Eldorado Shreveport ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Pending Acquisitions and Refina
Pending Acquisitions and Refinancing | 6 Months Ended |
Jun. 30, 2015 | |
Pending Acquisitions And Refinancing | |
Pending Acquisitions and Refinancing | Note 13. Pending Acquisitions and Refinancing Pending Acquisitions On July 7, 2015, certain of the Company's subsidiaries, Circus Circus Casinos, Inc. and Galleon, Inc., subsidiaries of MGM Resorts International, entered into a purchase and sale agreement (the "Purchase Agreement") with respect to the acquisition of (i) all of the assets and properties of Circus Circus Reno and (ii) the other 50% membership interest in the Silver Legacy Joint Venture owned by Galleon, Inc. (collectively, the "Circus Reno/Silver Legacy Purchase"). ERI has unconditionally guaranteed the purchaser's obligations under the Purchase Agreement. ERI currently has an indirect interest in 48.1% of the interests of the Silver Legacy Joint Venture. In connection with the consummation of the Circus Reno/Silver Legacy Purchase, ERI expects to acquire the 1.9% indirect interest in the Silver Legacy Joint Venture held by ELLC in September 2015. Following the consummation of the foregoing transactions, the Silver Legacy Joint Venture will be a wholly-owned indirect subsidiary of ERI. The proposed purchase price for the Circus Reno/Silver Legacy Purchase is $72.5 million, subject to a customary working capital adjustment, and the assumption of amounts outstanding under the Silver Legacy Joint Venture credit facility, of which $82.0 million was outstanding at June 30, 2015. In conjunction with the execution of the Purchase Agreement, ERI deposited $3.0 million in escrow, which it will surrender in the event the proposed acquisitions fail to close for reasons other than a breach by Circus Circus Casinos, Inc. or Galleon, Inc. The balance of the purchase price will be payable in cash at the closing of the Circus Reno/Silver Legacy Purchase. The Company expects to apply a portion of the proceeds of the sale of the New Notes (as defined below), proceeds from the sale of common stock, borrowings under the New Revolving Credit Facility (as defined below) and cash on hand to pay the purchase price for the Circus Reno/Silver Legacy Purchase. The consummation of the transactions contemplated by the Purchase Agreement is subject to the satisfaction of certain conditions, including the approval of various gaming authorities. The Circus Reno/Silver Legacy transaction is expected to be consummated by the end of 2015, but there can be no assurance that the proposed acquisition will be consummated or as to the date by which the proposed acquisition will be consummated. Refinancing Transactions Tender Offer On July 13, 2015, the Company commenced a cash tender offer and consent solicitation for any and all Resorts Senior Secured Notes and MTR Second Lien Notes. The total consideration offered in the tender offer was $1,047.92 per $1,000 principal amount of the Resorts Notes tendered and accepted for purchase and $1,066.39 per $1,000 in principal amount of MTR Second Lien Notes tendered and accepted for purchase, which included a $30 per $1,000 in principal amount of Resorts Senior Secured Notes and MTR Second Lien Notes. The tender offer was consummated on July 23, 2015 and approximately $130.0 million in aggregate principal amount of Resorts Senior Notes and $403.9 million in aggregate principal amount of MTR Second Lien Notes were accepted for purchase. The Resorts Senior Secured Notes and MTR Second Lien Notes that remained outstanding following the consummation of the tender offer were satisfied and discharged pursuant to the terms of the indentures governing such notes. Senior Notes On July 23, 2015, the Company issued $375.0 million in aggregate principal amount of 7.0% Senior Notes due 2023 (the "New Notes") pursuant to an indenture, dated as of July 23, 2015 (the "Indenture"), at an issue price equal to 100.0% of the aggregate principal amount of the New Notes. The New Notes are guaranteed by all of the Company's direct and indirect restricted subsidiaries other than immaterial subsidiaries. The Company used or will use the net proceeds from the New Notes offering together with borrowings under the New Term Loan and the New Revolving Credit Facility (as defined below) to (i) purchase or otherwise redeem (a) all of the outstanding Resorts Senior Secured Notes and (b) all of the outstanding MTR Second Lien Notes, (ii) pay a portion of the purchase price for the Circus Reno/Silver Legacy Purchase and repay all amounts outstanding under the Silver Legacy Joint Venture credit facility, and (iii) pay fees and costs associated with such transactions. Net proceeds from the New Notes offering equal to $50.0 million, plus interest to the latest possible redemption date, were placed in escrow, to be released only if the Circus Reno/Silver Legacy Purchase is consummated on or prior to April 1, 2016; otherwise, $50.0 million in aggregate principal amount of the New Notes will be subject to a special mandatory redemption, on a pro rata basis, at a redemption price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date. The New Notes will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year. On or after August 1, 2018, the Company may redeem all or a portion of the New Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the New Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below: Year Percentage 2018 % 2019 % 2020 % 2021 and thereafter % Prior to August 1, 2018, the Company may redeem all or a portion of the New Notes at a price equal to 100% of the New Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to August 1, 2018, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the New Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the New Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the Indenture), it must offer to repurchase the New Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the New Notes at 100.0% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The New Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities. The Indenture contains certain covenants limiting, among other things, the Company's ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to: • pay dividends or distributions or make certain other restricted payments or investments; • incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the New Notes or the guarantees of the New Notes; • create liens; • transfer and sell assets; • merge, consolidate, or sell, trainer or otherwise dispose of all or substantially all of the Company's assets; • enter into certain transactions with affiliates; • engage in lines of business other than the Company's core business and related businesses; and • create restrictions on dividends or other payments by restricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such New Notes to be declared due and payable. New Credit Facility On July 23, 2015, the Company entered into a new $425.0 million seven year term loan (the "New Term Loan") and new $150.0 million five year revolving credit facility (the "New Revolving Credit Facility" and, together with the New Term Loan, the "New Credit Facility"). Also on July 23, 2015, the Company incurred $40.0 million of borrowings under the New Revolving Credit Facility. The following is a summary of the terms of the New Credit Facility. The New Term Loan will bear interest at a rate per annum of, at the Company's option, either (x) LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or (y) a base rate plus 2.25%, and will have an issue price of 99.5% of the principal amount of the New Term Loan. The New Revolving Credit Facility will bear interest at a rate per annum of, at the Company's option, either (x) LIBOR plus a spread ranging from 2.5% to 3.25% or (y) a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on the Company's total leverage ratio. Additionally, the Company is subject to fees on the unused portion of the New Revolving Credit Facility. The New Credit Facility is secured by substantially all of the Company's personal property assets and substantially all personal property assets of each subsidiary that guaranties the New Credit Facility (other than certain subsidiary guarantors designated as immaterial or restricted subsidiaries) (the "New Credit Facility Guarantors"), whether owned on the closing date of the New Credit Facility or thereafter acquired, and mortgages on the real property and improvements owned or leased us or the New Credit Facility Guarantors. The New Credit Facility is also secured by a pledge of all of the equity owned by us and the New Credit Facility Guarantors (subject to certain gaming law restrictions). The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of the New Credit Facility Guarantors to incur additional indebtedness, create liens on collateral, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The credit agreement governing the New Credit Facility also includes requirements that the Company maintains a maximum total leverage ratio and a minimum interest coverage ratio (adjusting over time). From the closing date through December 31, 2015, the Company is required to maintain a maximum total leverage ratio of 6.75 to 1.00 and a minimum interest coverage ratio of 2.50 to 1.00, from January 1, 2016 through December 31, 2017, a maximum total leverage ratio of 6.00 to 1.00 and from January 1, 2016 through December 31, 2016, a minimum interest coverage ratio of 2.75 to 1.00 and, from January 1, 2018 and thereafter, a maximum total leverage ratio of 5.00 to 1.00 and from January 1, 20 1 7 and thereafter, a minimum interest coverage ratio of 3.00 to 1.00, provided that a default of the financial ratio covenants shall only become an event of default under the New Term Loan if the lenders providing the New Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. The credit agreement governing the New Credit Facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to other indebtedness including the New Notes, certain events of bankruptcy or insolvency; certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("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, 2017. Early adoption effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 is 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 the effects, if any, of the adoption of this guidance will not have a material impact on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-2, "Consolidation: Amendments to the Consolidation Analysis" (Topic 810) which provides guidance to companies in evaluating whether certain legal entities should be included in their consolidated financial statements. This guidance is effective for annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company believes the effects, if any, of the adoption of this guidance will not have a material impact on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-3, "Interest—Imputation of Interest" (Subtopic 835-30) which requires debt issuance costs be presented in the balance sheet as a direct reduction of the associated debt obligation, with the amortization of such costs being reported as a component of interest expense. The description of the debt obligation will also include the effective interest rate resulting from the amortization of debt issuance costs. This guidance is effective for annual periods beginning after December 15, 2015 and interim periods within such annual periods. Early adoption is permitted, including adoption in an interim period. The new guidance is to be adopted on a retrospective basis with appropriate disclosure reflecting a change in accounting principle. The Company believes the effects of the adoption of this guidance will not have a material impact on its consolidated financial statements and the Company will adopt during the third quarter of 2015. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 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 | Restricted Cash: Restricted cash includes unredeemed winning tickets from the Company's racing operations, funds related to horsemen's fines and certain simulcasting funds that are restricted to payments for improving horsemen's facilities and racing purses 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. Restricted cash 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 3) is classified as Level 2 based upon market-based inputs. Long-term Debt: The 8.625% Senior Secured Notes due 2019 (the "Resorts Senior Secured Notes", see Note 8) and MTR Gaming 11.5% Senior Secured Second Lien Notes due August 1, 2019 (the "MTR Second Lien Notes", see Note 8) are classified as Level 2 based upon market 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 June 30, 2015 and December 31, 2014 for debt with similar terms and maturities. The fair value of the MTR Second Lien Notes has been based on quoted market prices as of June 30, 2015 and December 31, 2014. |
Acquisition-Related Contingent Considerations | 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. The Company considers the acquisition related contingency's fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy. The estimated fair values of the Company's financial instruments are as follows (amounts in thousands): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (unaudited) Financial assets: Cash and cash equivalents $ $ $ $ Restricted cash Advance to Silver Legacy Joint Venture — — Financial liabilities: Resorts Senior Secured Notes MTR Second Lien Notes Acquisition-Related Contingent Considerations The following table represents the change in acquisition-related contingent consideration liabilities during the period December 31, 2014 to June 30, 2015: Balance as of December 31, 2014 $ Amortization of present value discount(1) Fair value adjustment for change in consideration expected to be paid(2) Settlements ) ​ ​ ​ ​ ​ Balance as of June 30, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Changes in present value are included as a component of interest expense in the consolidated statements of operations. (2) Fair value adjustments for changes in earn-out estimates are included in general and administrative expense in the consolidated statements of operations. |
Reclassifications | Reclassifications Certain reclassifications, which have no effect on previously reported net income, have been made to the unaudited consolidated statements of operations to conform to the 2015 presentation. Specifically, entertainment revenues ($0.5 million and $1.2 million for the three and six months ended June 30, 2014) and entertainment expenses ($0.6 million and $1.1 million for the three and six months ended June 30, 2014) 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" ($4.1 million and $7.6 million for the three and six months ended June 30, 2014) and from "General and Administrative Expenses" ($0.6 million and $1.2 million for the three and six months ended June 30, 2014). Valet related expenses ($0.2 million and $0.4 million for the three and six months ended June 30, 2014) have been reclassified to "Other Expenses" from "General and Administrative Expenses." |
Organization and Basis of Pre21
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Significant Accounting Policies | |
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): June 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value (unaudited) Financial assets: Cash and cash equivalents $ $ $ $ Restricted cash Advance to Silver Legacy Joint Venture — — Financial liabilities: Resorts Senior Secured Notes MTR Second Lien Notes Acquisition-Related Contingent Considerations |
Schedule of change in acquisition-related contingent consideration liabilities | Balance as of December 31, 2014 $ Amortization of present value discount(1) Fair value adjustment for change in consideration expected to be paid(2) Settlements ) ​ ​ ​ ​ ​ Balance as of June 30, 2015 $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Changes in present value are included as a component of interest expense in the consolidated statements of operations. (2) Fair value adjustments for changes in earn-out estimates are included in general and administrative expense in the consolidated statements of operations. |
Acquisition and Purchase Acco22
Acquisition and Purchase Accounting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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) Number of MTR Gaming shares outstanding on the Merger Date(2) MTR Gaming RSUs that vested upon closing of the Merger(3) ​ ​ ​ ​ ​ Total ERI shares outstanding—before share repurchase MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election(4) ) ​ ​ ​ ​ ​ Total ERI shares outstanding at Merger Date(5) Resorts % ownership % MTR Gaming % ownership % Consideration Transferred (dollars in thousands, except stock price) Number of MTR Gaming shares outstanding at the Merger Date MTR Gaming RSUs that vested upon closing of the Merger MTR Gaming shares acquired at $6.05 per share based on $35.0 million cash election ) ​ ​ ​ ​ ​ Total net MTR Gaming shares FMV of MTR Gaming common stock at Merger Date $ ​ ​ ​ ​ ​ Fair value of MTR Gaming shares $ Fair value of MTR Gaming stock options(3) ​ ​ ​ ​ ​ Total consideration transferred $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 prior to December 31, 2014. (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 final purchase price allocation 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 $ Property and equipment Goodwill Intangible assets(1) Other noncurrent assets ​ ​ ​ ​ ​ Total assets ​ ​ ​ ​ ​ Current liabilities Long-term debt(2) Deferred income taxes(3) Other noncurrent liabilities ​ ​ ​ ​ ​ Total liabilities assumed ​ ​ ​ ​ ​ Net assets acquired $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (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 | The following table includes the pro forma results for the three and six months ended June 30, 2014 which gives 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 (amounts in thousands, except per share data): Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 (unaudited) Net revenues $ $ Net income Net income per common share: Basic $ $ Diluted Weighted shares outstanding: Basic Diluted |
Investment in Unconsolidated 23
Investment in Unconsolidated Affiliates (Tables) - Silver Legacy Joint Venture | 6 Months Ended |
Jun. 30, 2015 | |
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 as of and for the six months ended June 30, 2015 and 2014 is as follows (in thousands): June 30, 2015 June 30, 2014 (unaudited) Beginning balance $ $ Equity in income of unconsolidated affiliate Other comprehensive income—minimum pension liability adjustment of unconsolidated affiliate — ) ​ ​ ​ ​ ​ ​ ​ ​ Ending balance $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of balance sheet information | Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands): June 30, 2015 December 31, 2014 (unaudited) Current assets $ $ Property and equipment, net Other assets, net ​ ​ ​ ​ ​ ​ ​ ​ Total assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities $ $ Long-term liabilities Partners' equity ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and partners' equity $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Summary of results of operations | Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (unaudited) Net revenues $ $ $ $ Operating expenses ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income Other expense ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Equity Awards and Other Incen24
Equity Awards and Other Incentive Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity Awards and Other Incentive Compensation | |
Schedule of Share-based Compensation, Stock Options, Activity | Options Range of Exercise Prices Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in millions) Outstanding as of December 31, 2014 $2.44 - $16.27 $ Expired ) 11.30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding and Exercisable as of June 30, 2015 $2.44 - $16.27 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | RSUs Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life Aggregate Fair Value (in years) (in millions) Unvested outstanding as of December 31, 2014 — $ — — — Granted Vested ) Forfeited — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unvested outstanding as of June 30, 2015 $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Other and Intangible Assets, 25
Other and Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other and Intangible Assets, net | |
Schedule of other and intangible assets, net | Other and intangible assets, net, consisted of the following amounts (in thousands): June 30, 2015 December 31, 2014 (unaudited) Goodwill $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gaming licenses (Indefinite-lived) $ $ Trade names Customer loyalty program ​ ​ ​ ​ ​ ​ ​ ​ Accumulated amortization trade names ) ) Accumulated amortization customer loyalty programs ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total goodwill and other intangible assets $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Land held for development $ $ Bond offering costs, Resorts Senior Secured Notes Other ​ ​ ​ ​ ​ ​ ​ ​ Accumulated amortization bond costs Resorts Senior Secured Notes ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total Other Assets, net $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accrued and Other Liabilities | |
Schedule of accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): June 30, 2015 December 31, 2014 (unaudited) Accrued insurance and medical claims $ $ Unclaimed chips Accrued purses and track related liabilities Accrued real estate and property taxes Jackpot liabilities and other accrued gaming promotions Construction project and equipment liabilities Other ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-term debt | |
Summary of long-term debt obligations | Long-term debt consisted of the following (in thousands): June 30, 2015 December 31, 2014 (unaudited) Resorts Senior Secured Notes $ $ ​ ​ ​ ​ ​ ​ ​ ​ MTR Second Lien Notes Unamortized premium ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Long-Term Debt $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Schedule of redemption prices of notes | Year Percentage 2018 % 2019 % 2020 % 2021 and thereafter % |
Resorts | |
Long-term debt | |
Schedule of redemption prices of notes | Year beginning June 15, Percentage 2015 % 2016 % 2017 and thereafter % |
MTR Gaming | |
Long-term debt | |
Schedule of redemption prices of notes | Year beginning August 1, Percentage 2015 % 2016 % 2017 and thereafter % |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 reconciliation of the numerators and denominators of the basic and diluted net income per share computations during the three and six months ended June 30, 2015 and 2014 (dollars in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (unaudited) (unaudited) Net income (loss) available to common stockholders $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: Basic ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per common share: Basic $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Information | |
Schedule of operating data for reportable segments | Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (in thousands, unaudited) (in thousands, unaudited) Revenues and expenses Eldorado Reno Net operating revenues(a) $ $ $ $ Expenses, excluding depreciation ) ) ) ) Corporate management fee ) — ) — Loss on sale or disposal of property — — Acquisition charges — ) — ) Equity in income of unconsolidated affiliates Depreciation ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—Eldorado Reno $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Eldorado Shreveport Net operating revenues $ $ $ $ Expenses, excluding depreciation and amortization(a) ) ) ) ) Gain on sale or disposal of property ) — ) — Corporate management fee ) — ) — Depreciation and amortization ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—Eldorado Shreveport $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ MTR Gaming Net operating revenues $ $ — $ $ — Expenses, excluding depreciation and amortization ) — ) — Corporate management fee ) — ) — Gain on sale or disposal of property ) — — — Acquisition charges — — ) — Depreciation and amortization ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—MTR Gaming $ $ — $ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Eldorado Corporate Expenses, excluding depreciation(a) $ ) $ — $ ) $ — Corporate management fee — — Acquisition charges ) ) Depreciation ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income (loss)—Eldorado Corporate $ $ — $ ) $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Reportable Segments Net operating revenues(a) $ $ $ $ Expenses, excluding depreciation and amortization(a) ) ) ) ) Loss on sale or disposal of property — — Acquisition charges ) ) ) ) Equity in income of unconsolidated affiliates Depreciation and amortization ) ) ) ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income—Total Reportable Segments $ $ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliations to Consolidated Net Income (Loss) Operating Income—Total Reportable Segments $ $ $ $ Unallocated income and expenses: Interest income Interest expense ) ) ) ) Provision for income taxes ) — ) — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) $ $ $ ) $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Excludes intercompany management fee revenues earned by Eldorado Reno and expensed by Eldorado Shreveport amounting to $0.8 million and $1.5 million, respectively, for the three and six months ended June 30, 2014. Six Months Ended June 30, 2015 2014 (in thousands, unaudited) Capital Expenditures Eldorado Reno $ $ Eldorado Shreveport MTR Gaming — Eldorado Corporate — ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of June 30, 2015 As of December 31, 2014 (in thousands) (unaudited) Total Assets(a) Eldorado Reno $ $ Eldorado Shreveport Eldorado Corporate — MTR Gaming Eliminating and reclassification entries(b) ) ) ​ ​ ​ ​ ​ ​ ​ ​ Total $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) Total assets presented in this table are considered restricted under the Company's indenture described in Note 8. (b) Reflects the following for the periods indicated: Proceeds from Resorts Senior Secured Notes loaned to Eldorado Shreveport $ $ Accrued interest on the above intercompany loan Intercompany receivables/payables Reclassification of noncurrent deferred tax assets — Net investment in and advances to MTR Gaming Net investment in and advances to Eldorado Shreveport ​ ​ ​ ​ ​ ​ ​ ​ $ $ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
Pending Acquisitions and Refi30
Pending Acquisitions and Refinancing (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Pending Acquisitions And Refinancing | |
Schedule of redemption prices of notes | Year Percentage 2018 % 2019 % 2020 % 2021 and thereafter % |
Organization and Basis of Pre31
Organization and Basis of Presentation (Details) $ in Millions | Sep. 01, 2014USD ($) | Jun. 30, 2015item | Jul. 07, 2015 | Aug. 31, 2014 |
Galleon | Silver Legacy Joint Venture | ||||
Organization and Basis of Presentation | ||||
Ownership interest (as a percent) | 50.00% | |||
Resorts | ||||
Organization and Basis of Presentation | ||||
Ownership interest (as a percent) | 48.10% | |||
Resorts | Silver Legacy Joint Venture | ||||
Organization and Basis of Presentation | ||||
Ownership interest (as a percent) | 48.10% | 48.10% | ||
Ownership percentage allowed to be acquired | 1.90% | |||
Resorts | Silver Legacy Joint Venture | Retained Interest Agreement | ||||
Organization and Basis of Presentation | ||||
Ownership percentage allowed to be acquired | 1.90% | 1.90% | ||
Resorts | Tamarack | ||||
Organization and Basis of Presentation | ||||
Ownership interest (as a percent) | 21.30% | |||
Gain (loss) on distribution of interest in equity method investment | $ 0 | |||
Equity Method Investment Distributed Carrying Amount | $ 5.5 | |||
Resorts | Circus Reno-Silver Legacy | ||||
Organization and Basis of Presentation | ||||
Anticipated ownership acquisition (as a percent) | 50.00% | |||
Eldorado Casino Shreveport Joint Venture | ||||
Organization and Basis of Presentation | ||||
Number of rooms in suite art deco-style hotel | item | 403 | |||
ELLC | Silver Legacy Joint Venture | ||||
Organization and Basis of Presentation | ||||
Ownership interest (as a percent) | 50.00% |
Organization and Basis of Pre32
Organization and Basis of Presentation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jul. 07, 2015 | Dec. 31, 2014 | Sep. 18, 2014 | Aug. 31, 2014 | Nov. 16, 2012 | |
Restricted Cash | |||||||||
Collateral deposits | $ 2,500 | $ 2,500 | $ 2,500 | ||||||
Revenues and Promotional Allowances | |||||||||
Promotional Allowances | 15,723 | $ 10,976 | 31,081 | $ 21,029 | |||||
Costs and Expenses | 160,430 | 56,054 | 315,196 | 109,780 | |||||
Federal Income Taxes | |||||||||
Income Tax Expense (Benefit) | $ 1,032 | $ 0 | $ 2,048 | $ 0 | |||||
ELLC | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 50.00% | ||||||||
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 | ||||||||
Resorts | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 48.10% | 48.10% | |||||||
Resorts | Silver Legacy Joint Venture | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 48.10% | 48.10% | 48.10% | ||||||
Resorts | Tamarack | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 21.30% | ||||||||
Galleon | 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 | ||||||||
Collateral deposits | $ 2,500 | $ 2,500 | $ 2,500 |
Organization and Basis of Pre33
Organization and Basis of Presentation (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Oct. 31, 2014 | Nov. 16, 2012 | |
Fair Value of Financial Instruments | ||||||
Notes receivable | $ 14,597 | $ 14,009 | ||||
Reclassifications | ||||||
Entertainment revenues reclassified from food, beverage and entertainment revenues | $ 500 | $ 1,200 | ||||
Entertainment expenses reclassified from other expenses | 600 | 1,100 | ||||
Marketing and promotions costs reclassified to a separate line items from casino expenses | 4,100 | 7,600 | ||||
Marketing and promotions costs reclassified to a separate line items from general and administrative expenses | 600 | 1,200 | ||||
Valet related expenses reclassified to other expenses from general and administrative expenses | $ 200 | $ 400 | ||||
Acquisition-Related Contingent Considerations | ||||||
Change in acquisition-related contingent consideration liabilities | ||||||
Balance at the beginning of the period | 524 | |||||
Amortization of present value discount | 33 | |||||
Fair value adjustment for change in consideration expected to be paid | 29 | |||||
Balance at the end of the period | 501 | |||||
Settlements | (85) | |||||
Carrying Amount | ||||||
Financial assets: | ||||||
Cash and cash equivalents | 88,627 | 87,604 | ||||
Restricted cash | 9,640 | 8,234 | ||||
Financial liabilities: | ||||||
Acquisition-related contingent considerations | 501 | 524 | ||||
Carrying Amount | 8.625% Senior Secured Notes | ||||||
Financial liabilities: | ||||||
Long-term debt | 168,000 | 168,000 | ||||
Carrying Amount | 11.5% Senior Secured Second Lien Notes | ||||||
Financial liabilities: | ||||||
Term loan | 605,354 | 610,827 | ||||
Fair Value | ||||||
Financial assets: | ||||||
Cash and cash equivalents | 88,627 | 87,604 | ||||
Restricted cash | 9,640 | 8,234 | ||||
Advance to Silver Legacy Joint Venture | 5,441 | 4,911 | ||||
Financial liabilities: | ||||||
Acquisition-related contingent considerations | 501 | 524 | ||||
Fair Value | 8.625% Senior Secured Notes | ||||||
Financial liabilities: | ||||||
Long-term debt | 175,140 | 174,720 | ||||
Fair Value | 11.5% Senior Secured Second Lien Notes | ||||||
Financial liabilities: | ||||||
Term loan | $ 597,107 | $ 606,919 | ||||
ELLC | Silver Legacy Joint Venture | ||||||
Fair Value of Financial Instruments | ||||||
Notes receivable | $ 7,500 | |||||
Senior Secured Second Lien Notes | ||||||
Fair Value of Financial Instruments | ||||||
Interest rate (as a percent) | 11.50% | |||||
Level 2 | 8.625% Resorts Senior Secured Notes | Resorts | ||||||
Fair Value of Financial Instruments | ||||||
Interest rate (as a percent) | 8.625% | |||||
Level 2 | Senior Secured Second Lien Notes | MTR Gaming | ||||||
Fair Value of Financial Instruments | ||||||
Interest rate (as a percent) | 11.50% |
Acquisition and Purchase Acco34
Acquisition and Purchase Accounting (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 19, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2015 |
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 | $ 66,826 | |||
Pro Forma Information | |||||
Net revenues | $ 186,649 | $ 358,507 | |||
Net income | $ 5,017 | $ 1,890 | |||
Basic (in dollars per share) | $ 0.11 | $ 0.04 | |||
Diluted (in dollars per share) | $ 0.11 | $ 0.04 | |||
Basic (in shares) | 46,386,342 | 46,386,342 | |||
Diluted (in shares) | 46,473,584 | 46,473,584 | |||
MTR Gaming | |||||
Acquisition and purchase accounting | |||||
Total consideration paid | $ 103,011 | ||||
Outstanding Share Calculation | |||||
Number of shares outstanding on the Merger Date | 28,386,084 | ||||
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 | ||||
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) | ||||
Fair value of shares | 102,334 | ||||
Fair value of stock options | $ 677 | ||||
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 and other assets | $ 75,031 | ||||
Property and equipment | 289,211 | ||||
Goodwill | 66,826 | ||||
Intangible assets | 473,000 | ||||
Other noncurrent assets | 20,381 | ||||
Total assets | 924,449 | ||||
Current liabilities | 46,446 | ||||
Long-term debt | 624,877 | ||||
Deferred income taxes | 143,104 | ||||
Other noncurrent liabilities | 7,011 | ||||
Total liabilities assumed | 821,438 | ||||
Net assets acquired | $ 103,011 | ||||
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 | ||||
MTR Gaming | |||||
Outstanding Share Calculation | |||||
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 | ||||
Total net MTR Gaming shares | $ 23,100,140 | ||||
FMV of Common stock (in dollars per share) | $ 4.43 | ||||
Amounts paid for cash election | $ 30,000 | ||||
MTR Gaming | Senior Secured Second Lien Notes | |||||
Estimated fair values of the assets acquired and liabilities assumed | |||||
Long-term debt, gross | $ 570,700 | $ 560,664 | $ 560,664 | ||
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 |
Investment in Unconsolidated 35
Investment in Unconsolidated Affiliates (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 16, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jul. 07, 2015 | Dec. 31, 2014 | Sep. 18, 2014 | Dec. 16, 2013 |
Investment in Unconsolidated Affiliates | |||||||||
Par Value per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||
Notes receivable | $ 14,597 | $ 14,597 | $ 14,009 | ||||||
Restricted Cash and Cash Equivalents, Noncurrent | 2,500 | 2,500 | 2,500 | ||||||
Summary of company's equity investment | |||||||||
Equity in income (loss) of unconsolidated affiliate | 1,106 | $ 2,161 | $ 588 | $ 1,781 | |||||
Other comprehensive income - minimum pension liability adjustment of unconsolidated affiliate | (111) | ||||||||
Member's distribution | (382) | ||||||||
Silver Legacy Joint Venture | |||||||||
Summary of company's equity investment | |||||||||
Equity in income (loss) of unconsolidated affiliate | $ 1,100 | ||||||||
ELLC | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 50.00% | ||||||||
ELLC | Silver Legacy Joint Venture | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||||||
Notes receivable | $ 7,500 | ||||||||
Collateral deposits | $ 5,000 | ||||||||
Interest rate on note receivable | 5.00% | ||||||||
Galleon | Silver Legacy Joint Venture | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 50.00% | 50.00% | |||||||
Collateral deposits | 5,000 | ||||||||
Restricted Cash and Cash Equivalents, Noncurrent | $ 2,500 | $ 2,500 | 2,500 | ||||||
Summary of company's equity investment | |||||||||
Investment in joint venture | $ 7,500 | ||||||||
Silver Legacy Joint Venture | |||||||||
Summary of company's equity investment | |||||||||
Beginning balance | 14,009 | 13,081 | |||||||
Equity in income (loss) of unconsolidated affiliate | 1,900 | 588 | 1,289 | ||||||
Ending balance | 14,597 | 14,259 | 14,597 | 14,259 | |||||
Balance sheet information | |||||||||
Current assets | 35,977 | 35,977 | 30,563 | ||||||
Property and equipment, net | 186,406 | 186,406 | 190,592 | ||||||
Other assets, net | 5,382 | 5,382 | 6,412 | ||||||
Total assets | 227,765 | 227,765 | 227,567 | ||||||
Current liabilities | 19,126 | 19,126 | 18,707 | ||||||
Long-term liabilities | 87,881 | 87,881 | 89,322 | ||||||
Partners' equity | 120,758 | 120,758 | 119,538 | ||||||
Total liabilities and partners' equity | 227,765 | 227,765 | $ 227,567 | ||||||
Unaudited results of operations | |||||||||
Net revenues | 31,984 | 35,516 | 59,635 | 63,093 | |||||
Operating expenses | (26,421) | (28,876) | (52,916) | (55,022) | |||||
Operating income | 5,563 | 6,640 | 6,719 | 8,071 | |||||
Other expense | (2,761) | (2,758) | (5,499) | (5,495) | |||||
Net income (loss) | $ 2,802 | $ 3,882 | $ 1,220 | $ 2,576 | |||||
Silver Legacy Joint Venture | New Silver Legacy Credit Facility | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Principal amount | $ 90,500 | ||||||||
Resorts | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 48.10% | 48.10% | |||||||
Resorts | Silver Legacy Joint Venture | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership interest (as a percent) | 48.10% | 48.10% | 48.10% | ||||||
Ownership percentage allowed to be acquired | 1.90% | 1.90% | |||||||
Retained Interest Agreement | Resorts | Silver Legacy Joint Venture | |||||||||
Investment in Unconsolidated Affiliates | |||||||||
Ownership percentage allowed to be acquired | 1.90% | 1.90% | 1.90% |
Equity Awards and Other Incen36
Equity Awards and Other Incentive COmpensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 23, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Stock-based compensation expense | $ 200 | $ 821 | ||
Common Stock, Shares, Issued | 46,444,694 | 46,444,694 | ||
Common Stock, Shares, Outstanding | 46,444,694 | 46,444,694 | ||
Common Stock | ||||
Authorized Common Stock | 100,000,000 | 100,000,000 | ||
Par Value per share | $ 0.00001 | $ 0.00001 | ||
Restricted stock units (RSUs) | ||||
Vesting Period | 3 years | |||
Fair Value | $ 4.05 | |||
Recognition period of unrecognized compensation cost | 2 years 6 months 29 days | |||
Unrecognized Compensation Expense | $ 2,300 | |||
Aggregate Fair Value (in millions) | $ 5,400 | |||
Options | ||||
Granted (in shares) | 778,440 | |||
Outstanding at the end of the Period (in shares) | 688,540 | |||
Weighted-Average Exercise Price | ||||
Weighted- Average Remaining Contractual Life (in years) | 2 years 6 months 29 days | |||
Summary of the RSU activity | ||||
Granted (in shares) | 778,440 | |||
Vested | (89,900) | |||
Outstanding at the end of the Period (in shares) | 688,540 | |||
Weighted Average Grant Date Fair Value | ||||
Granted | $ 4.05 | |||
Vested | 4.03 | |||
Unvested outstanding as of end of period | $ 4.05 | |||
Aggregate Fair Value | ||||
Aggregate Fair Value (in millions) | $ 5,400 | |||
Stock options. | ||||
Vesting Period | 3 years | |||
Options | ||||
Outstanding at the beginning of the Period (in shares) | 398,200 | 398,200 | ||
Expired (in shares) | (86,000) | |||
Outstanding at the end of the Period (in shares) | 312,200 | 398,200 | ||
Range of Exercise Price | ||||
Lower end of exercise price | $ 2.44 | $ 2.44 | ||
Upper end of exercise price | 16.27 | 16.27 | ||
Weighted-Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 7.88 | 7.88 | ||
Expired (in dollars per share) | 11.30 | |||
Outstanding at the end of the period (in dollars per share) | $ 6.94 | $ 7.88 | ||
Weighted- Average Remaining Contractual Life (in years) | 3 years 11 months 19 days | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value | $ 600 | |||
Summary of the RSU activity | ||||
Outstanding at the beginning of the Period (in shares) | 398,200 | 398,200 | ||
Forfeited | 86,000 | |||
Outstanding at the end of the Period (in shares) | 312,200 | 398,200 | ||
Resorts | ||||
Ownership interest (as a percent) | 48.10% | |||
Minimum | Performance Awards | ||||
Vesting Period | 1 year | |||
Maximum | Performance Awards | ||||
Vesting Period | 2 years | |||
Employee Stock [Member] | Restricted stock units (RSUs) | ||||
Granted (in shares) | 685,606 | |||
Aggregate Fair Value | ||||
Fair value average price | $ 4.03 | |||
Non Employee Board Member | Restricted stock units (RSUs) | ||||
Granted (in shares) | 89,900 | |||
Aggregate Fair Value | ||||
Fair value average price | $ 4.03 |
Other and Intangible Assets, 37
Other and Intangible Assets, net (Details) - Debt Instrument, Name [Domain] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Trade names and customer loyalty program | ||||||
Remainder of 2015 | $ 2,000 | $ 2,000 | ||||
2,016 | 1,900 | 1,900 | ||||
2,017 | 1,900 | 1,900 | ||||
2,018 | 400 | 400 | ||||
Goodwill | 66,826 | 66,826 | $ 66,826 | |||
Intangible Assets Gross including Goodwill | 493,574 | 493,574 | 493,574 | |||
Intangible Assets, Net (Including Goodwill) | 488,299 | 488,299 | 491,913 | |||
Land held for development | 906 | 906 | 906 | |||
Bond offering costs | 6,851 | 6,851 | 6,851 | |||
Other | 5,603 | 5,603 | 5,354 | |||
Total Other Assets, gross | 13,360 | 13,360 | 13,111 | |||
Accumulated amortization bond costs | (3,508) | (3,508) | (3,080) | |||
Total Other Assets, net | 9,852 | 9,852 | 10,031 | |||
Amortization expense of deferred financing costs | 400 | $ 400 | ||||
Remainder of 2015 | 2,000 | 2,000 | ||||
Amortization expense | 28,500 | 8,274 | ||||
Resorts | ||||||
Trade names and customer loyalty program | ||||||
Amortization expense of deferred financing costs | 200 | $ 200 | ||||
Trade name | ||||||
Trade names and customer loyalty program | ||||||
Intangible assets, excluding goodwill- gross | 6,700 | 6,700 | 6,700 | |||
Accumulated Amortization | (1,504) | $ (1,504) | (547) | |||
Finite-Lived Intangible Asset, Useful Life | 3 years 6 months | |||||
Amortization expense | $ 0 | $ 0 | ||||
Customer loyalty program | ||||||
Trade names and customer loyalty program | ||||||
Intangible assets, excluding goodwill- gross | 4,800 | $ 4,800 | 4,800 | |||
Accumulated Amortization | (3,771) | $ (3,771) | (1,114) | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Trade names and the customer loyalty program | ||||||
Trade names and customer loyalty program | ||||||
Amortization expense | 1,700 | $ 3,600 | ||||
Gaming licenses (Indefinite-lived) | ||||||
Trade names and customer loyalty program | ||||||
Intangible assets, excluding goodwill- gross | $ 482,074 | $ 482,074 | $ 482,074 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income taxes | ||||
Income tax expense | $ 1,032 | $ 0 | $ 2,048 | $ 0 |
Unrecognized Tax Benefits | $ 0 | $ 0 | ||
Distributions to members | $ 382 |
Accrued and Other Liabilities39
Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued and Other Liabilities | ||
Accrued insurance and medical claims | $ 1,083 | $ 1,273 |
Unclaimed chips | 1,061 | 938 |
Accrued Purses and Track Related Liabilities | 8,235 | 4,303 |
Accrued real estate and property taxes | 1,724 | 2,578 |
Jackpot liabilities and other accrued gaming promotions | 8,708 | 8,211 |
Construction project and equipment liabilities | 910 | 2,333 |
Other | 6,605 | 7,152 |
Accrued other liabilities, Current | $ 28,326 | $ 26,788 |
Long-Term Debt (Details)
Long-Term Debt (Details) | Jul. 23, 2015USD ($) | Oct. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Jul. 13, 2015USD ($) | Sep. 19, 2014USD ($) | Aug. 01, 2011 |
Long-term debt | ||||||||||
Long-term Debt, Total | $ 773,354,000 | $ 773,354,000 | $ 778,827,000 | |||||||
Long-term debt, noncurrent | 773,354,000 | 773,354,000 | 778,827,000 | |||||||
Scheduled maturities of long-term debt in 2019 | 728,700,000 | 728,700,000 | ||||||||
Interest Expense | 17,238,000 | $ 3,870,000 | $ 34,475,000 | $ 7,759,000 | ||||||
Senior Secured Second Lien Notes | ||||||||||
Long-term debt | ||||||||||
Long-term Debt, Total | $ 10,000,000 | |||||||||
Interest rate (as a percent) | 11.50% | |||||||||
Principal amount repurchased | $ 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 | |||||||||
Notes | ||||||||||
Long-term debt | ||||||||||
Interest rate (as a percent) | 7.00% | |||||||||
Percentage of issue price of principal amount | 100.00% | |||||||||
Notes | Year beginning August 1, 2018 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 105.25% | |||||||||
Notes | Year beginning August 1, 2019 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 103.50% | |||||||||
Notes | Year beginning August 1, 2020 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 101.75% | |||||||||
Notes | Year beginning August 1, 2021 and thereafter | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 100.00% | |||||||||
Notes | Prior to August 1, 2018 | ||||||||||
Long-term debt | ||||||||||
Percentage of issue price of principal amount | 101.00% | |||||||||
Resorts | 8.625% Resorts Senior Secured Notes | ||||||||||
Long-term debt | ||||||||||
Long-term Debt, Total | 168,000,000 | $ 168,000,000 | 168,000,000 | |||||||
Resorts | 8.625% Resorts Senior Secured Notes | Prior to June 15, 2015 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 100.00% | |||||||||
Resorts | 8.625% Resorts Senior Secured Notes | Year beginning June 15, 2015 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 104.313% | |||||||||
Resorts | 8.625% Resorts Senior Secured Notes | Year beginning June 15, 2016 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 102.156% | |||||||||
Resorts | 8.625% Resorts Senior Secured Notes | Year beginning June 15, 2017 and thereafter | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 100.00% | |||||||||
MTR Gaming | Senior Secured Second Lien Notes | ||||||||||
Long-term debt | ||||||||||
Long-term debt, gross | 560,664,000 | $ 560,664,000 | 560,664,000 | $ 570,700,000 | ||||||
Unamortized premium | 44,690,000 | 44,690,000 | 50,163,000 | |||||||
Long-term Debt, Total | $ 605,354,000 | $ 605,354,000 | $ 610,827,000 | |||||||
Issue price as percentage of principal amount | 97.00% | |||||||||
MTR Gaming | Senior Secured Second Lien Notes | Prior to August 1, 2015 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 100.00% | |||||||||
MTR Gaming | Senior Secured Second Lien Notes | Year beginning August 1, 2015 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 106.00% | |||||||||
MTR Gaming | Senior Secured Second Lien Notes | Year beginning August 1, 2016 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 103.00% | |||||||||
MTR Gaming | Senior Secured Second Lien Notes | Year beginning August 1, 2017 and thereafter | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 100.00% | |||||||||
Forecast | 8.625% Resorts Senior Secured Notes | ||||||||||
Long-term debt | ||||||||||
Principal amount repurchased | $ 130,000,000 | |||||||||
Debt Instrument Repurchase Price | $ 1,047.92 | |||||||||
Forecast | Resorts | Senior Secured Second Lien Notes | ||||||||||
Long-term debt | ||||||||||
Debt Instrument Repurchase Price | 1,066.39 | |||||||||
Forecast | MTR Gaming | Senior Secured Second Lien Notes | ||||||||||
Long-term debt | ||||||||||
Principal amount repurchased | $ 403,900,000 | |||||||||
Debt Instrument Repurchase Price | $ 30 | |||||||||
Minimum | MTR Gaming | Senior Secured Second Lien Notes | ||||||||||
Long-term debt | ||||||||||
Consolidated total debt ratio | 4 | 4 | ||||||||
Maximum | Notes | Prior to August 1, 2018 | ||||||||||
Long-term debt | ||||||||||
Redemption price (as a percent) | 35.00% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Net loss available to common stockholders | $ 4,795 | $ 2,909 | $ (1,369) | $ 576 | |
Shares outstanding: | |||||
Basic (in shares) | 46,516,614 | 23,311,492 | 46,505,687 | 23,311,492 | |
Diluted (in shares) | 46,657,618 | 23,311,492 | 46,505,687 | 23,311,492 | |
Basic (in dollars per share) | $ 0.10 | $ 0.12 | $ (0.03) | $ 0.02 | |
Diluted (in dollars per share) | $ 0.10 | $ 0.12 | $ (0.03) | $ 0.02 | |
Maximum | |||||
Common stock offered to underwriters | $ 80,000 | ||||
Forecast | |||||
Proceeds from issuance of common stock | $ 60,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Apr. 05, 2011USD ($) | Feb. 28, 2007USD ($) | Oct. 31, 2005USD ($)a | Oct. 31, 2004a | Jun. 30, 2015USD ($) | Jun. 30, 2015USD ($)item | Dec. 31, 2014USD ($) |
Operating Lease | |||||||
Gain on sale or disposal of property | $ 3 | $ 4 | |||||
Regulatory Gaming Assessments | |||||||
Increase in total estimated liability for assessments | 100 | ||||||
Obligations paid | 200 | ||||||
Cost of surveillance system | $ 1,900 | ||||||
Write-off of assets replaced | $ 1,500 | ||||||
Default judgement amount to be paid | $ 2,700 | ||||||
MTR Gaming | |||||||
Environmental Remediation | |||||||
Area of real property acquired (in acres) | a | 229 | ||||||
Area of real property sold (in acres) | a | 205 | ||||||
Amount of Environmental Risk Insurance Policy purchased | $ 10,000 | ||||||
Regulatory Gaming Assessments | |||||||
Estimated total obligation for assessments | 4,700 | 4,700 | $ 5,000 | ||||
MTR Gaming | Initial funding by Pennsylvania General Fund | |||||||
Regulatory Gaming Assessments | |||||||
Estimated total proportionate share of assessment upon gaming facilities | 2,200 | 2,200 | 2,200 | ||||
MTR Gaming | Additional funding by Pennsylvania Property Tax Relief Reserve Fund | |||||||
Regulatory Gaming Assessments | |||||||
Estimated total proportionate share of assessment upon gaming facilities | 4,100 | $ 4,100 | $ 4,100 | ||||
Period for quarterly payments of proportionate share of funding for assessments | 10 years | ||||||
The borrowers | |||||||
Regulatory Gaming Assessments | |||||||
Borrowings to fund initial development of gaming | 99,900 | $ 99,900 | |||||
The borrowers | Initial funding by Pennsylvania General Fund | |||||||
Regulatory Gaming Assessments | |||||||
Borrowings to fund initial development of gaming | 36,100 | $ 36,100 | |||||
Number of licensees operational after which repayment of borrowing from General Fund would commence | item | 14 | ||||||
The borrowers | Additional funding by Pennsylvania Property Tax Relief Reserve Fund | |||||||
Regulatory Gaming Assessments | |||||||
Borrowings to fund initial development of gaming | $ 63,800 | $ 63,800 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Related Parties | ||
Receivables from related parties | $ 0.5 | $ 0.4 |
Payable to related parties | $ 0.2 | $ 0.2 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)item | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment information | |||||
Number of geographic regions | item | 3 | ||||
Number of reportable segments | item | 3 | ||||
Revenues and expenses | |||||
Net operating revenues | $ 182,633 | $ 61,749 | $ 350,084 | $ 118,779 | |
(Loss) gain on sale or disposition of property | 3 | 4 | |||
Acquisition charges | (253) | (1,081) | (337) | (2,453) | |
Equity in net income (losses) of unconsolidated affiliate | 1,106 | 2,161 | 588 | 1,781 | |
Depreciation and amortization | (14,031) | (4,086) | (28,500) | (8,274) | |
Operating income | 23,059 | 6,775 | 35,143 | 8,327 | |
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 23,059 | 6,775 | 35,143 | 8,327 | |
Unallocated income and expenses: | |||||
Interest income | 6 | 4 | 11 | 8 | |
Interest expense | (17,238) | (3,870) | (34,475) | (7,759) | |
Provision for income taxes | (1,032) | 0 | (2,048) | 0 | |
Net income (loss) | 4,795 | 2,909 | (1,369) | 576 | |
Capital Expenditures | 17,863 | 1,914 | |||
Total Assets | 1,169,003 | 1,169,003 | $ 1,175,330 | ||
Eliminations for the period | |||||
Reclassification of noncurrent deferred tax assets | 947 | ||||
Net investment in and advances to other segment | 14,597 | 14,597 | 14,009 | ||
Eldorado Reno | |||||
Unallocated income and expenses: | |||||
Capital Expenditures | 2,851 | 738 | |||
Total Assets | 235,009 | 235,009 | 236,330 | ||
Eldorado Shreveport | |||||
Unallocated income and expenses: | |||||
Capital Expenditures | 1,470 | 1,176 | |||
Total Assets | 146,965 | 146,965 | 143,928 | ||
MTR Gaming | |||||
Unallocated income and expenses: | |||||
Capital Expenditures | 13,047 | ||||
Total Assets | 911,530 | 911,530 | 921,726 | ||
Unallocated | |||||
Revenues and expenses | |||||
Expenses, excluding depreciation and amortization | (3,253) | (6,524) | |||
Corporate management fee | 3,593 | 6,237 | |||
Acquisition charges | (253) | (253) | |||
Depreciation and amortization | (83) | (161) | |||
Operating income | 4 | (701) | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 4 | (701) | |||
Unallocated income and expenses: | |||||
Interest income | 6 | 4 | 11 | 8 | |
Interest expense | (17,238) | (3,870) | (34,475) | (7,759) | |
Provision for income taxes | (1,032) | (2,048) | |||
Net income (loss) | 4,795 | 2,909 | (1,369) | 576 | |
Capital Expenditures | 495 | ||||
Total Assets | 5,818 | 5,818 | |||
Operating segment | Eldorado Reno | |||||
Revenues and expenses | |||||
Net operating revenues | 27,206 | 29,620 | 50,959 | 52,786 | |
Expenses, excluding depreciation and amortization | (22,199) | (24,781) | (43,520) | (47,264) | |
Corporate management fee | (522) | (906) | |||
(Loss) gain on sale or disposition of property | 5 | 5 | |||
Acquisition charges | (1,081) | (2,453) | |||
Equity in net income (losses) of unconsolidated affiliate | 1,106 | 2,161 | 588 | 1,781 | |
Depreciation | (1,940) | (1,964) | (3,873) | (3,992) | |
Operating income | 3,656 | 3,955 | 3,253 | 858 | |
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 3,656 | 3,955 | 3,253 | 858 | |
Operating segment | Eldorado Shreveport | |||||
Revenues and expenses | |||||
Net operating revenues | 34,634 | 32,879 | 69,268 | 67,493 | |
Expenses, excluding depreciation and amortization | (26,689) | (27,937) | (54,205) | (55,742) | |
Corporate management fee | (674) | (1,171) | |||
(Loss) gain on sale or disposition of property | (1) | (1) | |||
Depreciation and amortization | (1,888) | (2,122) | (3,807) | (4,282) | |
Operating income | 5,382 | 2,820 | 10,084 | 7,469 | |
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 5,382 | 2,820 | 10,084 | 7,469 | |
Operating segment | MTR Gaming | |||||
Revenues and expenses | |||||
Net operating revenues | 120,793 | 229,857 | |||
Expenses, excluding depreciation and amortization | (94,258) | (182,447) | |||
Corporate management fee | (2,397) | (4,160) | |||
(Loss) gain on sale or disposition of property | (1) | ||||
Acquisition charges | (84) | ||||
Depreciation and amortization | (10,120) | (20,659) | |||
Operating income | 14,017 | 22,507 | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 14,017 | 22,507 | |||
Operating segment | Total Reportable Segments | |||||
Revenues and expenses | |||||
Net operating revenues | 182,633 | 62,499 | 350,084 | 120,279 | |
Expenses, excluding depreciation and amortization | (146,399) | (52,718) | (286,696) | (103,006) | |
(Loss) gain on sale or disposition of property | 3 | 4 | |||
Acquisition charges | (253) | (1,081) | (337) | (2,453) | |
Equity in net income (losses) of unconsolidated affiliate | 1,106 | 2,161 | 588 | 1,781 | |
Depreciation and amortization | (14,031) | (4,086) | (28,500) | (8,274) | |
Operating income | 23,059 | 6,775 | 35,143 | 8,327 | |
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 23,059 | 6,775 | 35,143 | 8,327 | |
Eliminating entries | |||||
Unallocated income and expenses: | |||||
Total Assets | (130,319) | (130,319) | (126,654) | ||
Eliminations for the period | |||||
Proceeds from Resorts Senior Secured Notes loaned to Eldorado Shreveport | 116,308 | 116,308 | 116,308 | ||
Accrued interest on the above intercompany loan | 418 | 418 | 418 | ||
Intercompany receivables/payables | 3,356 | 3,356 | 130 | ||
Eliminating entries | Eldorado Reno | |||||
Unallocated income and expenses: | |||||
Management fees included in net operating revenue | $ 800 | $ 1,500 | |||
Eliminating entries | Eldorado Shreveport | |||||
Eliminations for the period | |||||
Net investment in and advances to other segment | 4,290 | 4,290 | 4,798 | ||
Eliminating entries | MTR Gaming | |||||
Eliminations for the period | |||||
Net investment in and advances to other segment | $ 5,000 | $ 5,000 | $ 5,000 |
Pending Acquisitions and Refi45
Pending Acquisitions and Refinancing (Details) | Aug. 01, 2018 | Jul. 23, 2015USD ($) | Jul. 07, 2015USD ($) | Jun. 30, 2015USD ($) | Jul. 13, 2015USD ($) | Oct. 31, 2014USD ($) |
New Term Loan | ||||||
Percentage of issue price of principal amount | 99.50% | |||||
Maximum borrowing capacity | $ 425,000,000 | |||||
Term of debt | 7 years | |||||
New Term Loan | LIBOR | ||||||
Spread on variable rate (as a percent) | 3.25% | |||||
Floor rate (as a percent) | 1.00% | |||||
New Term Loan | Base rate | ||||||
Spread on variable rate (as a percent) | 2.25% | |||||
New Revolving Credit Facility | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Term of debt | 5 years | |||||
Amount outstanding | $ 40,000,000 | |||||
Minimum | ||||||
Note redemption notice period | 30 days | |||||
Minimum | From the closing date through December 31, 2015 | ||||||
Leverage ratio | 2.50 | |||||
Minimum | From January 1, 2016 and thereafter December 31, 2016 | ||||||
Leverage ratio | 2.75 | |||||
Minimum | From January 1, 2017 and thereafter | ||||||
Leverage ratio | 3 | |||||
Minimum | New Revolving Credit Facility | LIBOR | ||||||
Spread on variable rate (as a percent) | 2.50% | |||||
Minimum | New Revolving Credit Facility | Base rate | ||||||
Spread on variable rate (as a percent) | 1.50% | |||||
Maximum | ||||||
Note redemption notice period | 60 days | |||||
Maximum | From the closing date through December 31, 2015 | ||||||
Leverage ratio | 6.75 | |||||
Maximum | From January 1, 2016 and thereafter December 31, 2017 | ||||||
Leverage ratio | 6 | |||||
Maximum | From January 1, 2018 and thereafter | ||||||
Leverage ratio | 5 | |||||
Maximum | New Revolving Credit Facility | LIBOR | ||||||
Spread on variable rate (as a percent) | 3.25% | |||||
Maximum | New Revolving Credit Facility | Base rate | ||||||
Spread on variable rate (as a percent) | 2.25% | |||||
8.625% Resorts Senior Secured Notes | Forecast | ||||||
Debt Instrument Repurchase Price | $ 1,047.92 | |||||
Principal amount repurchased | $ 130,000,000 | |||||
Senior Secured Second Lien Notes | ||||||
Debt Instrument Repurchase Price | $ 110.25 | |||||
Principal amount repurchased | $ 100 | |||||
Interest rate (as a percent) | 11.50% | |||||
Notes | ||||||
Face amount of debt | $ 375,000,000 | |||||
Interest rate (as a percent) | 7.00% | |||||
Proceeds placed in escrow | $ 50,000,000 | |||||
Percentage of issue price of principal amount | 100.00% | |||||
Notes | Year beginning August 1, 2018 | ||||||
Redemption price (as a percent) | 105.25% | |||||
Notes | Year beginning August 1, 2019 | ||||||
Redemption price (as a percent) | 103.50% | |||||
Notes | Year beginning August 1, 2020 | ||||||
Redemption price (as a percent) | 101.75% | |||||
Notes | Year beginning August 1, 2021 and thereafter | ||||||
Redemption price (as a percent) | 100.00% | |||||
Notes | Prior to August 1, 2018 | ||||||
Percentage of issue price of principal amount | 101.00% | |||||
Redemption price on notes redeemed (as a percent) | 107.00% | |||||
Percentage of repurchase | 100.00% | |||||
Notes | Maximum | Prior to August 1, 2018 | ||||||
Redemption price (as a percent) | 35.00% | |||||
Cirus Reno and Silve Legacy | ||||||
Credit facility outstanding | $ 82,000,000 | |||||
Escrow deposit | $ 3,000,000 | |||||
Cirus Reno and Silve Legacy | Forecast | ||||||
Total consideration paid | $ 72,500,000 | |||||
Resorts | ||||||
Ownership interest (as a percent) | 48.10% | |||||
Resorts | Senior Secured Second Lien Notes | Forecast | ||||||
Debt Instrument Repurchase Price | 1,066.39 | |||||
Resorts | Silver Legacy Joint Venture | ||||||
Ownership interest (as a percent) | 48.10% | 48.10% | ||||
Ownership percentage allowed to be acquired | 1.90% | |||||
Resorts | Silver Legacy Joint Venture | Retained Interest Agreement | ||||||
Ownership percentage allowed to be acquired | 1.90% | 1.90% | ||||
MTR Gaming | Senior Secured Second Lien Notes | Forecast | ||||||
Debt Instrument Repurchase Price | $ 30 | |||||
Principal amount repurchased | $ 403,900,000 |