Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document and Entity Information Abstract | ||
Entity Registrant Name | Eldorado Resorts, Inc. | |
Entity Central Index Key | 1,590,895 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
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 | 47,075,635 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 44,099 | $ 78,278 |
Restricted cash | 9,054 | 5,271 |
Accounts receivable, net | 9,534 | 9,981 |
Inventories | 11,319 | 11,742 |
Prepaid income taxes | 112 | |
Prepaid expenses and other | 11,956 | 10,795 |
Total current assets | 85,962 | 116,179 |
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 1,286 | 1,286 |
PROPERTY AND EQUIPMENT, NET | 618,121 | 625,416 |
GAMING LICENSES AND OTHER INTANGIBLES, NET | 490,831 | 492,033 |
GOODWILL | 66,826 | 66,826 |
NON-OPERATING REAL PROPERTY | 16,259 | 16,314 |
OTHER ASSETS, net | 6,783 | 6,954 |
Total assets | 1,286,068 | 1,325,008 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 4,527 | 4,524 |
Accounts payable | 20,691 | 17,005 |
Due to affiliates | 43 | 129 |
Accrued property, gaming and other taxes | 12,006 | 19,424 |
Accrued payroll and related | 15,187 | 17,852 |
Accrued interest | 7,720 | 14,978 |
Income taxes payable | 130 | |
Accrued other liabilities | 35,549 | 31,798 |
Total current liabilities | 95,853 | 105,710 |
LONG-TERM DEBT, LESS CURRENT PORTION | 826,798 | 861,713 |
DEFERRED INCOME TAXES | 80,392 | 78,797 |
OTHER LONG-TERM LIABILITIES | 8,069 | 8,121 |
Total liabilities | $ 1,011,112 | $ 1,054,341 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, 100,000,000 shares authorized, 46,942,735 and 46,817,829 issued and outstanding, par value $0.00001 as of March 31, 2016 and December 31, 2015, respectively | ||
Paid-in capital | $ 171,816 | $ 170,897 |
Retained earnings | 103,128 | 99,758 |
Accumulated other comprehensive income | 12 | 12 |
Total stockholders’ equity | 274,956 | 270,667 |
Total liabilities and stockholders' equity | $ 1,286,068 | $ 1,325,008 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 46,942,735 | 46,817,829 |
Common stock, shares outstanding | 46,942,735 | 46,817,829 |
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
REVENUES: | ||
Casino | $ 169,078 | $ 147,662 |
Pari-mutuel commissions | 684 | 1,205 |
Food and beverage | 33,739 | 22,182 |
Hotel | 20,165 | 7,034 |
Other | 10,885 | 4,726 |
Gross revenues | 234,551 | 182,809 |
Less promotional allowances | (20,985) | (15,358) |
Net operating revenues | 213,566 | 167,451 |
EXPENSES: | ||
Casino | 96,262 | 86,818 |
Pari-mutuel commissions | 1,324 | 1,696 |
Food and beverage | 19,728 | 11,921 |
Hotel | 7,129 | 2,190 |
Other | 6,074 | 2,867 |
Marketing and promotions | 9,574 | 7,101 |
General and administrative | 31,655 | 23,544 |
Corporate | 6,904 | 4,160 |
Depreciation and amortization | 16,204 | 14,469 |
Total operating expenses | 194,854 | 154,766 |
GAIN ON SALE OR DISPOSAL OF PROPERTY | 71 | 1 |
ACQUISITION CHARGES | (520) | (84) |
EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATE | (518) | |
OPERATING INCOME | 18,263 | 12,084 |
OTHER EXPENSE: | ||
Interest expense, net | (12,991) | (17,232) |
Loss on early retirement of debt, net | (66) | |
Total other expense | (13,057) | (17,232) |
NET INCOME (LOSS) BEFORE INCOME TAXES | 5,206 | (5,148) |
PROVISION FOR INCOME TAXES | (1,836) | (1,016) |
NET INCOME (LOSS) | $ 3,370 | $ (6,164) |
Net income (loss) per share of common stock: | ||
Basic | $ 0.07 | $ (0.13) |
Diluted | $ 0.07 | $ (0.13) |
Weighted average number of shares outstanding: | ||
Weighted Average Number of Shares Outstanding, Basic | 46,933,094 | 46,494,638 |
Weighted Average Number of Shares Outstanding, Diluted | 47,534,761 | 46,494,638 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
NET INCOME (LOSS) | $ 3,370 | $ (6,164) |
Other Comprehensive Income (Loss), net of tax: | ||
Other Comprehensive Income | 0 | 0 |
Comprehensive Income (Loss), net of tax | $ 3,370 | $ (6,164) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 3,370 | $ (6,164) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,204 | 14,469 |
Amortization of debt issuance costs and (premium) discount | 847 | (2,523) |
Equity in losses of unconsolidated affiliate | 518 | |
Loss on early retirement of debt, net | 66 | |
Change in fair value of acquisition related contingencies | 1 | 16 |
Stock-based compensation expense | 1,454 | 590 |
Gain on sale or disposal of property | (71) | (1) |
Provision for bad debts | 145 | 116 |
Provision for deferred income taxes | 1,706 | 634 |
Change in operating assets and liabilities: | ||
Restricted cash | (3,783) | (2,623) |
Accounts receivable | 302 | 1,438 |
Inventories | 423 | 85 |
Prepaid expenses and other | (1,162) | 815 |
Accounts payable | 3,591 | (2,655) |
Interest payable | (7,258) | (12,497) |
Income taxes payable | 130 | 286 |
Accrued and other liabilities and due to affiliates | (5,112) | (1,003) |
Net cash provided by (used in) operating activities | 10,853 | (8,499) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (10,624) | (7,495) |
Proceeds from sale of property and equipment | 88 | 2 |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 1,692 | |
(Increase) decrease in other assets, net | 171 | 304 |
Net cash used in investing activities | (8,673) | (7,189) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments under New Term Loan | (1,063) | |
Borrowings under New Revolving Credit Facility | 14,000 | |
Payments under New Revolving Credit Facility | (48,500) | |
Payments on capital leases | (68) | (3) |
Debt issuance costs | (194) | |
Taxes paid related to net share settlement of equity awards | (534) | |
Net cash used in financing activities | (36,359) | (3) |
DECREASE IN CASH AND CASH EQUIVALENTS | (34,179) | (15,691) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 78,278 | 87,604 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 44,099 | 71,913 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 19,422 | 32,238 |
Cash paid during period for income taxes | 360 | |
Payables for capital expenditures | $ 95 | $ 247 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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. ERI was formed in September 2013 to be the parent company following the merger of wholly owned subsidiaries of the Company into Eldorado HoldCo LLC (“HoldCo”), a Nevada limited liability company formed in 2009 that is the parent company of Eldorado Resorts LLC (“Resorts”), and MTR Gaming Group, Inc. (“MTR Gaming”), a Delaware corporation incorporated in 1988 (the “Merger”). Effective upon the consummation of the Merger on September 19, 2014 (the “Merger Date”), MTR Gaming and HoldCo each became a wholly owned subsidiary of ERI and, as a result of such transactions, Resorts became an indirect wholly owned subsidiary of ERI. The Merger has been accounted for as a reverse acquisition of MTR Gaming by HoldCo under accounting principles generally accepted in the United States (“US GAAP”). As a result, HoldCo is considered the acquirer of MTR Gaming for accounting purposes. Intercompany accounts and transactions have been eliminated in consolidation. On November 24, 2015 (the “Acquisition Date”), Resorts consummated the acquisition of all of the assets and properties of Circus Circus Reno (“Circus Reno”) and the 50% membership interest in the joint venture (the “Silver Legacy Joint Venture”) owned by Galleon, Inc. (collectively, the “Circus Reno/Silver Legacy Purchase” or the “Acquisition”) pursuant to a Purchase and Sale Agreement, dated as of July 7, 2015 (the “Purchase Agreement”), entered into with Circus Circus Casinos, Inc. and Galleon, Inc., each an affiliate of MGM Resorts International, with respect to the acquisition. On the Acquisition Date, Eldorado Resorts LLC also exercised its right to acquire the 3.8% interest in Eldorado Limited Liability Company (“ELLC”) held by certain affiliates and shareholders of the Company. As a result of these transactions, ELLC and CC-Reno, LLC, a newly formed Nevada limited liability company, became wholly-owned subsidiaries of ERI, and Silver Legacy Joint Venture became an indirect wholly ‑owned subsidiary of ERI. The accompanying unaudited consolidated financial statements for periods prior to the Acquisition Date do not include the results of operations for Circus Reno and account the Silver Legacy Joint Venture as an investment in an unconsolidated affiliate. Resorts owns and operates the Eldorado Resort Casino Reno, 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. Prior to the Acquisition Date, Resorts owned a 48.1% interest in 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 Reno. Resorts acquired the remaining interest in Silver Legacy in 2015 as well as acquiring Circus Reno. MTR Gaming operates as a hospitality and gaming company with racetrack, gaming and hotel properties in West Virginia, Pennsylvania and Ohio. MTR Gaming, through its wholly owned subsidiaries, owns and operates Mountaineer Casino, Racetrack & Resort in Chester, West Virginia (“Mountaineer”), Presque Isle Downs & Casino in Erie, Pennsylvania (“Presque Isle Downs”), and Eldorado Gaming Scioto Downs (“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 under accounting principles generally accepted in the United States (“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 our Company review operating results, assess performance and make decisions on a “significant market” basis. The Company’s management views each of its properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. The Company’s principal operating activities occur in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company has aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operate. We, therefore, consider Eldorado Reno, Silver Legacy and Circus Reno as Nevada, Eldorado Shreveport as Louisiana, and Scioto Downs, Presque Isle Downs and Mountaineer as Eastern. 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, 2015. Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. Recently Issued Accounting Pronouncements In March 2016, The FASB issued Accounting Standard Update (ASU) 2016-09, “Compensation—Stock Compensation.” The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. These areas include income tax consequences, classification of awards as either equity or a liability, and classification on the statement of cash flow. The effective date is for annual and interim periods beginning after December 15, 2016, with early adoption permitted. We elected to early adopt this ASU prospectively in the first quarter of 2016. Under the new guidance, we recognized a reduction in income tax expense of $0.4 million in the first quarter of 2016 as a result of excess tax benefits. There were no excess tax benefits in the first quarter of 2015. In February 2016, the FASB issued an ASU which addresses the recognition and measurement of leases. Under the new guidance, for all leases (with the exception of short-term leases), at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Further, the new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities, which no longer provides a source for off balance sheet financing. The effective date for this update is for the annual and interim periods beginning after December 15, 2018 with early adoption permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of adopting this accounting standard on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2016. We have adopted this guidance, and it had no impact on our consolidated financial statements for the three months ended March 31, 2016. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”, which requires that inventory within the scope of ASU 2015-11 be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. ASU 2015-11 applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact on our financial statements and disclosures. In April 2015, the FASB issued an ASU which changes the presentation of debt issuance costs in financial statements. Under the new standard, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. The amortization of the costs is reported as interest expense. In August 2015, the FASB issued an accounting standards update which clarifies that companies may continue to present unamortized debt issuance costs associated with line of credit arrangements as an asset. The new guidance should be applied on a retrospective basis, wherein the balance sheet of each individual period should be adjusted to reflect the period-specific effects of applying the new guidance. The effective dates for these updates were for the annual and interim periods beginning after December 15, 2015. We elected to early adopt this guidance during the third quarter of 2015. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which amends: the assessment of whether a limited partnership is a variable interest entity; the effect that fees paid to a decision maker have on the consolidation analysis; how variable interests held by a reporting entity’s related parties or de facto agents affect its consolidation conclusion; and for entities other than limited partnerships, clarifies how to determine whether the equity holders as a group have power over an entity. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We elected to early adopt this guidance during the fourth quarter of 2015. 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. We believe that the effects, if any, of the adoption of this guidance will not have a material impact on our consolidated financial statements. |
Acquisition and Preliminary Pur
Acquisition and Preliminary Purchase Accounting | 3 Months Ended |
Mar. 31, 2016 | |
Acquisition and Preliminary Purchase Accounting. | |
Acquisition and Preliminary Purchase Accounting | Note 2. Acquisition and Preliminary Purchase Accounting On November 24, 2015, the Company acquired all of the assets and properties of Circus Reno and the 50% membership interest in the Silver Legacy Joint Venture owned by Galleon, Inc. The total estimated purchase consideration is $ 224.9 million . The purchase consideration and allocation are still considered preliminary pending the update of a final valuation report from third-party valuation specialists resulting from the final determination of the income tax implications of the Acquisition on the fair values, and the finalization and approval by all parties of the purchase price allocation including working capital adjustments required under the Purchase and Sale Agreement. Purchase consideration calculation (dollars in thousands) Silver Legacy Circus Reno Total Cash consideration paid by ERI for MGM’s 50% equity interest and MGM’s member note $ $ $ Fair value of ERI’s preexisting 50% equity interest — Settlement of Silver Legacy’s long term debt (1) — Closing Silver Legacy and Circus Reno net working capital (2) Purchase consideration $ $ $ (1) Represents $5.0 million of short-term debt, $75.5 million of long-term debt, the remaining 50% of the $11.5 million of member notes (net of discount), and accrued interest. (2) Per the Purchase and Sale Agreement, the purchase price was $72.5 million plus the Final Closing Net Working Capital (as defined in the Purchase and Sale Agreement). The preliminary working capital adjustment was $8.0 million. The transaction was accounted for using the acquisition method. Accordingly, goodwill if any, will be measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Preliminary Purchase Price Allocation – Silver Legacy and Circus Reno The following table summarizes the preliminary allocation of the estimated purchase consideration to the identifiable assets acquired and liabilities assumed in the Circus Reno/Silver Legacy Purchase. The fair values were based on management’s analysis, including preliminary work performed by third ‑party valuation specialists . The following table summarizes the preliminary purchase price allocation of the acquired assets and assumed liabilities as of March 31, 2016 (dollars in thousands): Silver Legacy Circus Reno Total Current and other assets, net $ $ $ Property and equipment Intangible assets (1) Other noncurrent assets — Net assets acquired $ $ $ (1) Intangible assets consist of trademarks which are non-amortizable and loyalty programs which are amortized over one year. Fair valuation methods used for the identifiable net assets acquired in the Acquisition make use of quoted prices in active markets and discounted cash flows using current interest rates and are provisional pending development of a final valuation. Trade receivables and payables, inventory and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the fair value of those items at the Acquisition, based on management’s judgments and estimates. The fair value estimate of property and equipment utilized a combination of the cost and market approaches, depending on the characteristics of the asset classification. The fair value of land was determined using the market approach, which considers sales of comparable assets and applies compensating factors for any differences specific to the particular assets. With respect to personal property components of the assets (gaming equipment, furniture, fixtures and equipment, computers, and vehicles) the cost approach was used, which is based on replacement or reproduction costs of the asset. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. Trademarks were valued using the relief ‑from ‑royalty method. The loyalty program was valued using a comparative business valuation method. Management has assigned trademarks an indefinite useful life, in accordance with its review of applicable guidance of ASC Topic No. 350, Intangibles—Goodwill and Other . The standard required management to consider, among other things, the expected use of the asset, the expected useful life of other related asset or asset group, any legal, regulatory, or contractual provisions that may limit the useful life, the Company’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, management determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. The loyalty program is being amortized on a straight ‑line basis over a one year useful life. Unaudited Pro Forma Information The following unaudited pro forma information presents the results of operations of the Company for the period ended March 31, 2015, as if the Acquisition had occurred on January 1, 2015 (in thousands except per share data). For the Quarter Ended March 31, 2015 Net revenues $ Net loss Net loss 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 Acquisition had taken place on January 1, 2015, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company, the Silver Legacy and Circus Reno prior to the Acquisition, with adjustments directly attributable to the Acquisition. |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 3 Months Ended |
Mar. 31, 2016 | |
Investment in Unconsolidated Affiliates | |
Investment in Unconsolidated Affiliates | Note 3. Investment in Unconsolidated Affiliates Hotel Partnership. The Company holds a 42.1% variable interest in a partnership with other investors to develop a new 118 -room Hampton Inn & Suites hotel to be developed at Scioto Downs. Pursuant to the terms of the partnership agreement, the Company contributed $1 million of cash and 2.4 acres of a leasehold immediately adjacent to The Brew Brothers microbrewery and restaurant at Scioto Downs. The partnership will be responsible for the construction of the hotel at an estimated cost of $15.0 million and other investor members have been identified to operate the hotel upon completion. The Company is not the primary beneficiary, and therefore, the entity is accounted for under the equity method of accounting. At March 31, 2016, the Company’s investment in the partnership was $1.3 million, classified as “Investment in and advances to unconsolidated affiliates” in the consolidated balance sheets, representing the Company’s maximum exposure to loss. Silver Legacy Joint Venture. Effective March 1, 1994, ELLC and Galleon, (each a “Partner” and, together, the “Partners”), entered into the Silver Legacy Joint Venture pursuant to a joint venture agreement (the “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. Prior to the Acquisition Date, each partner owned a 50% interest in the Silver Legacy Joint Venture. Prior to the Merger Date, the Company owned a 48.1% interest in the Silver Legacy Joint Venture by means of its 96.2% ownership of ELLC, which owned a 50% interest in the Silver Legacy Joint Venture. On the Acquisition Date, Resorts consummated the Acquisition of the other 50% membership interest in the Silver Legacy Joint Venture owned by Galleon, Inc. pursuant to the Purchase Agreement and also exercised its right to acquire the 3.8% interest in ELLC held by certain affiliates of the Company. As a result of these transactions, ELLC became a wholly-owned subsidiary of ERI and Silver Legacy became an indirect wholly ‑owned subsidiary of ERI. In conjunction with the Acquisition, we recorded a $35.6 million gain related to the valuation of our pre-acquisition investment in the Silver Legacy Joint Venture. As consideration for the noncontrolling interest, the Company issued 373,135 shares of common stock. Subsequent to this action, the Company owned 100% of ELLC. The Company valued the shares at the market price on the day the shares were issued to the noncontrolling interest holders. The value of the total consideration paid was $3.6 million. On December 16, 2013, the Silver Legacy Joint Venture entered into a new senior secured term loan facility totaling $90.5 million (the “New Silver Legacy Credit Facility”) to refinance its indebtedness under its then existing senior secured term loan and Silver Legacy Second Lien Notes. The New Silver Legacy Credit Facility was scheduled to mature on November 16, 2017, which was the maturity date of the original Silver Legacy credit facility. In connection with the Circus Reno/Silver Legacy Purchase, all amounts outstanding under the Silver Legacy Credit Facility were paid in full and the cash collateral securing such obligations were released. Equity in loss related to the Silver Legacy Joint Venture for the three months ended March 31, 2015 was $0.5 million. Summarized results of operations for the Silver Legacy Joint Venture in 2015 prior to the Acquisition are as follows (in thousands): Three Months Ended March 31, 2015 (unaudited) Net revenues $ Operating expenses Operating income Other expense Net loss $ |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation Abstract | |
Stock-Based Compensation | Note 4. Stock-Based Compensation The Company has authorized common stock of 100,000,000 shares, par value $0.00001 per share. The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Total stock-based compensation expense recognized was $1.5 million and $0.6 million during the three months ended March 31, 2016 and 2015, respectively. These amounts are included in corporate expenses in the Company’s consolidated statements of operations. 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. Payout ranges are from 0% up to 200% of the award target. On January 22, 2016, the Company granted 367,519 RSUs to executive officers and 34,920 RSUs to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $10.77 per unit which was the NASDAQ closing price on that date. An additional 4,147 of RSUs were subsequently granted to key employees during the three months ended March 31, 2016. A summary of the RSU activity for the three months ended March 31, 2016 is as follows: Weighted-Average Weighted-Average Equity Grant Date Remaining Aggregate Awards Fair Value Contractual Life Fair Value (in years) (in millions) Unvested outstanding as of December 31, 2015 (1) $ Granted (2) Vested Unvested outstanding as of March 31, 2016 $ $ (1) Includes 475,409 of performance awards awarded at 135% of target and time-based awards at 100% of target. (2) Includes 178,172 of performance awards 100% of target and 228,414 time-based awards at 100% of target. As of March 31, 2016, the Company had approximately $5.0 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of approximately 2.16 years . During the first quarter of 2016, the Company’s chief operating officer terminated employment and the chief financial officer retired. In conjunction with the termination and retirement, unvested RSUs totaling 167,511 , which were outstanding as of December 31, 2015, immediately vested representing an additional $0.5 million included in stock compensation expense during the first quarter of 2016. Additionally, severance costs totaling $1.4 million were recognized during the first quarter of 2016. 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 ERI Stock Option activity for the years ended December 31, 2014 and 2015 and the three months ended March 31, 2016 is as follows: Weighted-Average Range of Weighted-Average Remaining Aggregate Options Exercise Prices Exercise Price Contractual Life Intrinsic Value (in years) (in millions) Outstanding and Exercisable as of December 31, 2014 $ - $16.27 $ Exercised Expired $11.30 $ Outstanding and Exercisable as of December 31, 2015 $ - $16.27 $ $ Exercised $2.78 $ Outstanding and Exercisable as of March 31, 2016 $ - $16.27 $ $ |
Other and Intangible Assets, ne
Other and Intangible Assets, net | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, December 31, 2016 2015 (unaudited) Goodwill $ $ Gaming license (indefinite-lived) $ $ Trade names Loyalty programs Subtotal Accumulated amortization trade names Accumulated amortization loyalty programs Total gaming licenses and other intangible assets $ $ Land held for development $ $ Other 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 March 31, 2016 . For financial reporting purposes, goodwill is not amortized, but is reviewed no less than annually or when events or circumstances indicate the carrying value might exceed the market value to determine if there has been an impairment in the recorded value. Included in gaming licenses is the Eldorado Shreveport gaming license recorded at $20.6 million at both March 31, 2016 and December 31, 2015. The license represents an intangible asset acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate. Also included in gaming licenses are the gaming and racing licenses of Mountaineer, Presque Isle Downs and Scioto Downs totaling $482.1 million, which reflects the fair value of the licenses calculated as of March 31, 2016 and December 31, 2015. 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 loyalty program is amortized on a straight ‑line basis over a one year useful life. Amortization expense with respect to trade names and the loyalty program amounted to $1.2 million and $1.9 million, respectively, for the three months ended March 31, 2016 and 2015, which is included in depreciation and amortization in the consolidated statements of operations. Such amortization expense is expected to be $3.3 million during the remainder of 2016, $1.9 million for the year ended December 31, 2017, and $0.4 million for the year ended December 31, 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
Income Taxes | Note 6. Income Taxes Prior to the Merger Date, HoldCo 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 and its subsidiaries file US federal tax returns 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 2012. The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period. For years prior to 2016, the income tax provision resulted in an effective tax rate that had an unusual relation to pretax income (loss). This was due to the federal and state valuation allowances on deferred tax assets as discussed below. For the three months ended March 31, 2016, the difference between the effective rate and the statutory rate is attributed primarily to state and local income taxes less the benefit of the early adoption of ASU 2016-09 (Stock Compensation). For the three months ended March 31, 2015, 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 provided 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 months ended March 31, 2016 and 2015 , the Company ’ s tax expense was $1.8 million and $1.0 million, respectively. As of March 31, 2016 and 2015 , there were 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. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure | |
Long-Term Debt | Note 7. Long ‑Term Debt Long ‑term debt consisted of the following (in thousands): March 31, December 31, 2016 2015 (unaudited) Senior Notes $ $ Less: Unamortized debt issuance costs Net New Term Loan Less: Unamortized discount and debt issuance costs Net New Revolving Credit Facility Less: Unamortized debt issuance costs Net Capital leases Less: Current portion Total long-term debt $ $ Scheduled maturities of long ‑term debt are $59.0 million in 2020, $395.3 million in 2022 and $375.0 million in 2023. Debt issuance costs and the discount associated with the issuance of the Senior Notes, New Term Loan and New Revolving Credit Facility (as such terms are defined below) in July 2015 totaled $26.0 million. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. Amortization of the debt issuance costs and the discount associated with the Senior Notes and New Credit Facility (as defined below) totaled $0.8 million for the three months ended March 31, 2016. In 2015, amortization of Resorts’ bond costs was computed using the straight ‑line method, which approximated the effective interest method, over the term of the bonds, and was included in interest expense. Amortization expense with respect to deferred financing costs on Resorts senior secured notes amounted to $0.2 million for three months ended March 31, 2015. Refinancing Transaction and Senior Notes On July 23, 2015, the Company issued $375 million in aggregate principal amount of 7.0% senior notes due 2023 (“Senior Notes”) pursuant to the indenture, dated as of July 23, 2015 (the “Indenture”), at an issue price equal to 100.0% of the aggregate principal amount of the Senior Notes. The Senior Notes are guaranteed by all of the Company’s direct and indirect restricted subsidiaries other than immaterial subsidiaries, CC-Reno and the Silver Legacy Joint Venture. CC-Reno, LLC and the Silver Legacy Joint Venture will become guarantors upon receipt of the requisite gaming approvals expected to occur in May 2016. The Senior Notes will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year. The Company used the net proceeds from the Senior 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 Senior Notes offering totaling $50.0 million were used for the Circus Reno/Silver Legacy Purchase on the Acquisition Date. As a result of the July 2015 refinancing, we recognized a $2.0 million net loss on the early retirement of debt. On or after August 1, 2018, the Company may redeem all or a portion of the Senior 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 Senior 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 Senior Notes at a price equal to 100% of the Senior 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 Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the Senior 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 Senior 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 Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The Senior 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 Senior Notes or the guarantees of the Senior 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 Senior Notes to be declared due and payable. As of March 31, 2016, the Company was in compliance with all of the covenants under the Indenture relating to the Senior Notes. 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 a 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”). As of March 31, 2016, the Company had $421.8 million outstanding on the New Term Loan and $59.0 million in borrowings outstanding under the New Revolving Credit Facility. The Company had $91.0 million of available borrowing capacity under its New Revolving Credit Facility as of March 31, 2016. At March 31, 2016, the interest rate on the New Term Loan was 4.25% , and the interest rate on the New Revolving Credit Facility was 3.95% . The New Term Loan bears 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% . Borrowings under the New Revolving Credit Facility 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 pays a commitment fee on the unused portion of the New Revolving Credit Facility not being utilized in the amount of 0.50% per annum. 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 the Company maintains a maximum total leverage ratio and a minimum interest coverage ratio (adjusting over time). The Company is required to maintain a maximum total leverage ratio of 6.00 to 1.00 from January 1, 2016 to December 31, 2017 and 5.00 to 1.00 thereafter. In addition, the Company is required to maintain a minimum interest coverage ratio of 2.75 to 1.00 from January 1, 2016 through December 31, 2016 and 3.00 to 1.00 thereafter. 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 Senior 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. As of March 31, 2016, the Company was in compliance with the covenants under the New Credit Facility. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 8. 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. Long ‑term Debt : The Senior Notes are classified as Level 2 based upon market inputs. The New Term Loan under the credit facility is classified as Level 2 as it is tied to market rates of interest and its carrying value approximates market value. The fair value of the Senior Notes was based on quoted market prices at March 31, 2016. 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): March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents $ $ $ $ Restricted cash Financial liabilities: 7.0% Senior Notes $ $ $ $ New Term Loan New Revolving Credit Facility Acquisition-related contingent considerations The following table represents the change in acquisition-related contingent consideration liabilities for the period December 31, 2015 to March 31, 2016: Balance as of December 31, 2015 $ Amortization of present value discount (1) Balance as of March 31, 2016 $ (1) Changes in present value are included as a component of interest expense in the consolidated statements of operations. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
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 (loss) per share computations during the three months ended March 31, 2016 and 2015 (dollars in thousands, except per share amounts): Quarter Ended March 31, 2016 2015 (unaudited) Net income (loss) available to common stockholders $ $ Shares outstanding: Weighted average shares outstanding - basic Effect of dilutive securities: Stock options — RSU's — Weighted average shares outstanding - diluted Basic net income (loss) per common share $ $ Diluted net income (loss) per common share $ $ |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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. Ohio Gaming Referendum Challenge . On October 21, 2011, the Ohio Roundtable filed a complaint in the Court of Common Pleas in Franklin County, Ohio against a number of defendants, including the Governor, the Ohio Lottery Commission and the Ohio Casino Control Commission. The complaint alleges a variety of substantive and procedural defects relative to the approval and implementation of video lottery terminals as well as several counts dealing with the taxation of standalone casinos. As interveners, we, along with four of the other racinos in Ohio, filed motions for judgment on the pleadings to supplement the position of the Racing Commission. In May 2012, the Court of Common Pleas dismissed the case; however, the plaintiffs filed an appeal and oral arguments were held on January 17, 2013 in the 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. In response to a motion to dismiss as improvidently granted which was filed jointly by Appellees, the remaining propositions of law were briefed by the parties and oral argument before the Ohio Supreme Court was held on June 23, 2015. A decision on this case was issued by the Ohio Supreme Court on March 24, 2016 finding that the parties did not meet the threshold for standing to challenge the installation of video lottery terminals, but a single plaintiff was permitted to proceed with his challenge against the casinos under an equal protection claim. Accordingly, this case has been concluded as it relates to the race track defendants . 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 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 was renewed in October 2015 for a period of one year. 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. We have estimated that our total proportionate share of the aggregate $ 63.8 million to be assessed to the gaming facilities will be $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 we 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 between $2.0 million and $2.1 million, which has been accrued in the accompanying consolidated balance sheet at March 31, 2016 and December 31, 2015. The recorded estimate relative to the Property Tax Reserve Fund is subject to revision based upon future changes in the revenue assumptions utilized to develop the estimate. The estimated total obligation at March 31, 2016 and December 31, 2015, was $4.1 million and $4.3 million, respectively, of which the residual total amount, both current and long-term, of $2.1 million and $2.2 million at March 31, 2016 and December 31, 2015, respectively, are appropriately accrued in the accompanying consolidated balance sheet. The Company paid $0.1 million for the three months ended March 31, 2016. Agreements with Horsemen and Pari-mutuel Clerks. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines (a “proceeds agreement”) with a representative of a majority of the horse owners and trainers and with a representative of a majority of the pari ‑mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. We have the requisite agreements in place with the horsemen at Mountaineer until December 31, 2018. With respect to the Mountaineer pari ‑mutuel clerks, we have a labor agreement in force until November 30, 2016 and a proceeds agreement until April 14, 2018. We are required to have a proceeds agreement in effect on July 1 of each year with the horsemen and the pari ‑mutuel clerks as a condition to renewal of our video lottery license for such year. If the requisite proceeds agreement is not in place as of July 1 of a particular year, Mountaineer’s application for renewal of its video lottery license could be denied, in which case Mountaineer would not be permitted to operate either its slot machines or table games. Scioto Downs has the requisite agreement in place with the OHHA until December 31, 2023, with automatic two ‑year renewals unless either party requests re ‑negotiation pursuant to its terms. Presque Isle Downs has the requisite agreement in place with the Pennsylvania Horsemen’s Benevolent and Protective Association until May 1, 2019. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen’s agreements and the agreement between Mountaineer and the pari ‑mutuel clerks’ union described above, each of the agreements referred to in this paragraph may be terminated upon written notice by either party. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2016 | |
Related Parties | |
Related Parties | Note 11. Related Parties The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from C. S. & Y. Associates, a general partnership of which Donald L. Carano is a general partner. As of March 31, 2016, the Company’s payable to C. S. & Y. Associates amounted to $0. 2 million . There were no payables to related parties as of December 31, 2015. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information | |
Segment Information | Note 12. Segment Information The following table sets forth, for the periods indicated, certain operating data for our reportable segments. Management views each of our properties 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: Nevada, Louisiana and parts of the eastern United States. The Company has aggregated its operating segments into three reportable segments: Eldorado Reno, Silver Legacy and Circus Reno as Nevada, Eldorado Shreveport as Louisiana, and Scioto Downs, Presque Isle and Mountaineer as Eastern. Three months ended March 31, 2016 2015 (in thousands, unaudited) Revenues and expenses Nevada: Net operating revenues $ $ Expenses, excluding depreciation and corporate Gain on sale or disposal of property — Equity in loss of unconsolidated affiliate — Other — Depreciation Operating income (loss)—Nevada $ $ Louisiana: Net operating revenues $ $ Expenses, excluding depreciation and amortization Gain on sale or disposal of property — Depreciation and amortization Operating income—Louisiana $ $ Eastern: Net operating revenues $ $ Expenses, excluding depreciation, amortization and corporate Gain on sale or disposal of property Depreciation and amortization Operating income—Eastern $ $ Corporate: Corporate expenses $ $ Acquisition charges Other — Depreciation and amortization Operating loss—Corporate $ $ Total Reportable Segments Net operating revenues $ $ Expenses, excluding depreciation and amortization Gain on sale or disposal of property Equity in loss of unconsolidated affiliate — Acquisition charges Depreciation and amortization Operating income—Total Reportable Segments $ $ Reconciliations to Consolidated Net Income (Loss): Operating Income — Total Reportable Segments $ $ Unallocated income and expenses: Interest expense Loss on early retirement of debt — Provision for income taxes Net income (loss) $ $ March 31, 2016 2015 (in thousands, unaudited) Capital Expenditures Nevada $ $ Louisiana Eastern (1) Corporate — Total $ $ (1) Gross of West Virginia reimbursements As of As of March 31, December 31, 2016 2015 (unaudited) (in thousands) Total Assets Nevada $ $ Louisiana Eastern Corporate Eliminating entries (1) Total $ $ (1) Reflects the following eliminations for the periods indicated: Reclass deferred tax assets against deferred tax liabilities $ — $ Accrued interest on the senior notes Net investment in MTR Net investment in Silver Legacy/Circus Circus Intercompany receivables/payables Net investment in and advances to Silver Legacy Net investment in and advances to Eldorado Shreveport $ $ |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2016 | |
Employee Benefit Plans | |
Employee Benefit Plans | Note 13. Employee Benefit Plans In August 2015, the Company’s Compensation Committee and Board of Directors approved the termination of then existing Resorts and MTR Gaming 401(k) plans and the establishment of a new consolidated ERI 401(k) plan which was effective in January 2016. The plan covering the Company’s employees allows for an employer contribution up to 50 percent of the first four percent of each participating employee’s contribution, up to a maximum of $1,000 , subject to statutory and certain other limits. |
Consolidating Condensed Financi
Consolidating Condensed Financial Information | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Consolidating Financial Information | |
Condensed Financial Statements [Text Block] | Note 14. Consolidating Condensed Financial Information All of our wholly owned subsidiaries, except for the subsidiaries acquired in the Acquisition, have fully and conditionally guaranteed on a joint and several basis, the payments of all obligations under our Senior Notes and New Credit Facility as of March 31, 2016. Silver Legacy Joint Venture, LLC and CC-Reno, LLC were not guarantors as of March 31, 2016, but will become guarantors upon receipt of the required regulatory approval which is expected to be received in May 2016. The consolidating condensed balance sheet as of March 31, 2016 is as follows: Balance Sheet Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ $ $ $ $ Intercompany receivables — Investment in and advances to unconsolidated affiliates — — Investments in subsidiaries — — — Property and equipment, net — Other assets Total assets $ $ $ $ $ Current liabilities $ $ $ $ $ Intercompany payables — — — Long-term debt, less current maturities — Other accrued liabilities — Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ The consolidating condensed balance sheet as of December 31, 2015 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ $ $ $ $ Intercompany receivables — — — Investment in and advances to unconsolidated affiliates — — Investments in subsidiaries — — — Property and equipment, net — Other assets — Total assets $ $ $ $ $ Current liabilities $ $ $ $ $ Intercompany payables — — Long-term debt, less current maturities — Other accrued liabilities Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ The consolidating condensed statement of operations for the three months ended March 31, 2016 is as follows: Statement of Operations Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ $ $ — $ Non-gaming — — Gross revenues — — Less: promotional allowances — — Net revenues — — Operating expenses: Gaming and pari-mutuel commissions — — Non-gaming — — Marketing and promotions — — General and administrative Depreciation and amortization — Total operating expenses Gain on disposal of assets — — Acquisition charges — — — Operating (loss) income Interest expense, net — Loss on early retirement of debt — — — Net (loss) income before income taxes Income tax provision — — — Net (loss) income $ $ $ $ $ The consolidating condensed statement of operations for the three months ended March 31, 2015 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ $ — $ — $ Non-gaming — — — Gross revenues — — — Less: promotional allowances — — — Net revenues — — — Operating expenses: Gaming and pari-mutuel commissions — — — Non-gaming — — — Marketing and promotions — — — General and administrative — — Depreciation and amortization — — Total operating expenses — — Gain on disposal of assets — — — Acquisition charges — — — Equity in loss of unconsolidated affiliate — — — Operating (loss) income — — Interest expense, net — — — Net (loss) income before income taxes — — Income tax benefit (provision) — — Net income (loss) $ $ $ — $ — $ The consolidating condensed statement of cash flows for the three months ended March 31, 2016 is as follows: Statement of Cash Flows Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ $ $ $ $ INVESTING ACTIVITIES: Capital expenditures, net of payables — Proceeds from sale of property and equipment — — — Reimbursement of capital expenditures from West Virginia regulatory authorities — — — (Increase) decrease in other assets, net — Advances from (to) subsidiaries — — — Net cash provided by (used in)investing activities FINANCING ACTIVITIES: Payments under Term Loan — — — Borrowings under New Revolving Credit Facility — — — Payments on capital leases — — — Debt issuance costs — — — Taxes paid related to net share settlement of equity awards — — — Net payments to related parties — — Net cash (used in) provided by financing activities INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ $ — $ The consolidating condensed statement of cash flows for the three months ended March 31, 2015 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash provided by (used in) operating activities $ $ $ — $ — $ INVESTING ACTIVITIES: Capital expenditures, net of payables — — — Proceeds from sale of property and equipment — — — Reimbursement of capital expenditures from West Virginia regulatory authorities — — — — — Decrease in other assets, net — — — Advances from (to) subsidiaries — — — Net cash provided by (used in) investing activities — FINANCING ACTIVITIES: Payments on capital leases — — — Net payments to related parties — — — Net cash (used in) provided by financing activities — — INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — — CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — — — CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ — $ — $ |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization and Basis of Presentation Abstract | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance under accounting principles generally accepted in the United States (“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 our Company review operating results, assess performance and make decisions on a “significant market” basis. The Company’s management views each of its properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. The Company’s principal operating activities occur in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company has aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operate. We, therefore, consider Eldorado Reno, Silver Legacy and Circus Reno as Nevada, Eldorado Shreveport as Louisiana, and Scioto Downs, Presque Isle Downs and Mountaineer as Eastern. 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, 2015. |
Reclassifications | Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, The FASB issued Accounting Standard Update (ASU) 2016-09, “Compensation—Stock Compensation.” The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. These areas include income tax consequences, classification of awards as either equity or a liability, and classification on the statement of cash flow. The effective date is for annual and interim periods beginning after December 15, 2016, with early adoption permitted. We elected to early adopt this ASU prospectively in the first quarter of 2016. Under the new guidance, we recognized a reduction in income tax expense of $0.4 million in the first quarter of 2016 as a result of excess tax benefits. There were no excess tax benefits in the first quarter of 2015. In February 2016, the FASB issued an ASU which addresses the recognition and measurement of leases. Under the new guidance, for all leases (with the exception of short-term leases), at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Further, the new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities, which no longer provides a source for off balance sheet financing. The effective date for this update is for the annual and interim periods beginning after December 15, 2018 with early adoption permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the impact of adopting this accounting standard on our consolidated financial statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2016. We have adopted this guidance, and it had no impact on our consolidated financial statements for the three months ended March 31, 2016. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory”, which requires that inventory within the scope of ASU 2015-11 be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method are not impacted by the new guidance. ASU 2015-11 applies to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of ASU 2015-11 at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact on our financial statements and disclosures. In April 2015, the FASB issued an ASU which changes the presentation of debt issuance costs in financial statements. Under the new standard, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. The amortization of the costs is reported as interest expense. In August 2015, the FASB issued an accounting standards update which clarifies that companies may continue to present unamortized debt issuance costs associated with line of credit arrangements as an asset. The new guidance should be applied on a retrospective basis, wherein the balance sheet of each individual period should be adjusted to reflect the period-specific effects of applying the new guidance. The effective dates for these updates were for the annual and interim periods beginning after December 15, 2015. We elected to early adopt this guidance during the third quarter of 2015. In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which amends: the assessment of whether a limited partnership is a variable interest entity; the effect that fees paid to a decision maker have on the consolidation analysis; how variable interests held by a reporting entity’s related parties or de facto agents affect its consolidation conclusion; and for entities other than limited partnerships, clarifies how to determine whether the equity holders as a group have power over an entity. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We elected to early adopt this guidance during the fourth quarter of 2015. 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. We believe that the effects, if any, of the adoption of this guidance will not have a material impact on our consolidated financial statements. |
Acquisition and Preliminary P22
Acquisition and Preliminary Purchase Accounting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Acquisition and Preliminary Purchase Accounting. | |
Schedule of calculation of the purchase consideration calculation | Purchase consideration calculation (dollars in thousands) Silver Legacy Circus Reno Total Cash consideration paid by ERI for MGM’s 50% equity interest and MGM’s member note $ $ $ Fair value of ERI’s preexisting 50% equity interest — Settlement of Silver Legacy’s long term debt (1) — Closing Silver Legacy and Circus Reno net working capital (2) Purchase consideration $ $ $ (1) Represents $5.0 million of short-term debt, $75.5 million of long-term debt, the remaining 50% of the $11.5 million of member notes (net of discount), and accrued interest. (2) Per the Purchase and Sale Agreement, the purchase price was $72.5 million plus the Final Closing Net Working Capital (as defined in the Purchase and Sale Agreement). The preliminary working capital adjustment was $8.0 million. |
Schedule of preliminary purchase price allocation | . The following table summarizes the preliminary purchase price allocation of the acquired assets and assumed liabilities as of March 31, 2016 (dollars in thousands): Silver Legacy Circus Reno Total Current and other assets, net $ $ $ Property and equipment Intangible assets (1) Other noncurrent assets — Net assets acquired $ $ $ (1) Intangible assets consist of trademarks which are non-amortizable and loyalty programs which are amortized over one year. |
Schedule of unaudited pro forma financial results | The following unaudited pro forma information presents the results of operations of the Company for the period ended March 31, 2015, as if the Acquisition had occurred on January 1, 2015 (in thousands except per share data). For the Quarter Ended March 31, 2015 Net revenues $ Net loss Net loss per common share: Basic $ Diluted $ Weighted shares outstanding: Basic Diluted |
Investment in Unconsolidated 23
Investment in Unconsolidated Affiliates (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Silver Legacy Joint Venture | |
Summary of results of operations | Three Months Ended March 31, 2015 (unaudited) Net revenues $ Operating expenses Operating income Other expense Net loss $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation Abstract | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | Weighted-Average Weighted-Average Equity Grant Date Remaining Aggregate Awards Fair Value Contractual Life Fair Value (in years) (in millions) Unvested outstanding as of December 31, 2015 (1) $ Granted (2) Vested Unvested outstanding as of March 31, 2016 $ $ (1) Includes 475,409 of performance awards awarded at 135% of target and time-based awards at 100% of target. (2) Includes 178,172 of performance awards 100% of target and 228,414 time-based awards at 100% of target. |
Schedule of Share-based Compensation, Stock Options, Activity | Weighted-Average Range of Weighted-Average Remaining Aggregate Options Exercise Prices Exercise Price Contractual Life Intrinsic Value (in years) (in millions) Outstanding and Exercisable as of December 31, 2014 $ - $16.27 $ Exercised Expired $11.30 $ Outstanding and Exercisable as of December 31, 2015 $ - $16.27 $ $ Exercised $2.78 $ Outstanding and Exercisable as of March 31, 2016 $ - $16.27 $ $ |
Other and Intangible Assets, 25
Other and Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other and Intangible Assets, net | |
Schedule of other and intangible assets, net | March 31, December 31, 2016 2015 (unaudited) Goodwill $ $ Gaming license (indefinite-lived) $ $ Trade names Loyalty programs Subtotal Accumulated amortization trade names Accumulated amortization loyalty programs Total gaming licenses and other intangible assets $ $ Land held for development $ $ Other Total other assets, net $ $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure | |
Summary of long-term debt obligations | March 31, December 31, 2016 2015 (unaudited) Senior Notes $ $ Less: Unamortized debt issuance costs Net New Term Loan Less: Unamortized discount and debt issuance costs Net New Revolving Credit Facility Less: Unamortized debt issuance costs Net Capital leases Less: Current portion Total long-term debt $ $ |
Schedule of redemption prices of notes | Year Percentage 2018 % 2019 % 2020 % 2021 and thereafter % |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments | |
Schedule of assets and liabilities measured at fair value on a recurring basis | The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands): March 31, 2016 December 31, 2015 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents $ $ $ $ Restricted cash Financial liabilities: 7.0% Senior Notes $ $ $ $ New Term Loan New Revolving Credit Facility Acquisition-related contingent considerations The following table represents the change in acquisition-related contingent consideration liabilities for the period December 31, 2015 to March 31, 2016: Balance as of December 31, 2015 $ Amortization of present value discount (1) Balance as of March 31, 2016 $ |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
Schedule of reconciliation of the numerators and denominators of the basic and diluted net income per share computations | Quarter Ended March 31, 2016 2015 (unaudited) Net income (loss) available to common stockholders $ $ Shares outstanding: Weighted average shares outstanding - basic Effect of dilutive securities: Stock options — RSU's — Weighted average shares outstanding - diluted Basic net income (loss) per common share $ $ Diluted net income (loss) per common share $ $ |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Information | |
Schedule of operating data for reportable segments | Three months ended March 31, 2016 2015 (in thousands, unaudited) Revenues and expenses Nevada: Net operating revenues $ $ Expenses, excluding depreciation and corporate Gain on sale or disposal of property — Equity in loss of unconsolidated affiliate — Other — Depreciation Operating income (loss)—Nevada $ $ Louisiana: Net operating revenues $ $ Expenses, excluding depreciation and amortization Gain on sale or disposal of property — Depreciation and amortization Operating income—Louisiana $ $ Eastern: Net operating revenues $ $ Expenses, excluding depreciation, amortization and corporate Gain on sale or disposal of property Depreciation and amortization Operating income—Eastern $ $ Corporate: Corporate expenses $ $ Acquisition charges Other — Depreciation and amortization Operating loss—Corporate $ $ Total Reportable Segments Net operating revenues $ $ Expenses, excluding depreciation and amortization Gain on sale or disposal of property Equity in loss of unconsolidated affiliate — Acquisition charges Depreciation and amortization Operating income—Total Reportable Segments $ $ Reconciliations to Consolidated Net Income (Loss): Operating Income — Total Reportable Segments $ $ Unallocated income and expenses: Interest expense Loss on early retirement of debt — Provision for income taxes Net income (loss) $ $ |
Schedule of capital expenditures for reportable segments | March 31, 2016 2015 (in thousands, unaudited) Capital Expenditures Nevada $ $ Louisiana Eastern (1) Corporate — Total $ $ |
Reconciliation of total assets by reportable segment to consolidated total assets | As of As of March 31, December 31, 2016 2015 (unaudited) (in thousands) Total Assets Nevada $ $ Louisiana Eastern Corporate Eliminating entries (1) Total $ $ |
Summary of eliminating and reclassification entries | Reclass deferred tax assets against deferred tax liabilities $ — $ Accrued interest on the senior notes Net investment in MTR Net investment in Silver Legacy/Circus Circus Intercompany receivables/payables Net investment in and advances to Silver Legacy Net investment in and advances to Eldorado Shreveport $ $ |
Condensed Consolidating Financi
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Consolidating Financial Information [Abstract] | |
Condensed Balance Sheet | The consolidating condensed balance sheet as of March 31, 2016 is as follows: Balance Sheet Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ $ $ $ $ Intercompany receivables — Investment in and advances to unconsolidated affiliates — — Investments in subsidiaries — — — Property and equipment, net — Other assets Total assets $ $ $ $ $ Current liabilities $ $ $ $ $ Intercompany payables — — — Long-term debt, less current maturities — Other accrued liabilities — Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ The consolidating condensed balance sheet as of December 31, 2015 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ $ $ $ $ Intercompany receivables — — — Investment in and advances to unconsolidated affiliates — — Investments in subsidiaries — — — Property and equipment, net — Other assets — Total assets $ $ $ $ $ Current liabilities $ $ $ $ $ Intercompany payables — — Long-term debt, less current maturities — Other accrued liabilities Stockholders’ equity Total liabilities and stockholders’ equity $ $ $ $ $ |
Condensed Income Statement | The consolidating condensed statement of operations for the three months ended March 31, 2016 is as follows: Statement of Operations Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ $ $ — $ Non-gaming — — Gross revenues — — Less: promotional allowances — — Net revenues — — Operating expenses: Gaming and pari-mutuel commissions — — Non-gaming — — Marketing and promotions — — General and administrative Depreciation and amortization — Total operating expenses Gain on disposal of assets — — Acquisition charges — — — Operating (loss) income Interest expense, net — Loss on early retirement of debt — — — Net (loss) income before income taxes Income tax provision — — — Net (loss) income $ $ $ $ $ The consolidating condensed statement of operations for the three months ended March 31, 2015 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ $ — $ — $ Non-gaming — — — Gross revenues — — — Less: promotional allowances — — — Net revenues — — — Operating expenses: Gaming and pari-mutuel commissions — — — Non-gaming — — — Marketing and promotions — — — General and administrative — — Depreciation and amortization — — Total operating expenses — — Gain on disposal of assets — — — Acquisition charges — — — Equity in loss of unconsolidated affiliate — — — Operating (loss) income — — Interest expense, net — — — Net (loss) income before income taxes — — Income tax benefit (provision) — — Net income (loss) $ $ $ — $ — $ |
Condensed Cash Flow Statement | The consolidating condensed statement of cash flows for the three months ended March 31, 2016 is as follows: Statement of Cash Flows Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ $ $ $ $ INVESTING ACTIVITIES: Capital expenditures, net of payables — Proceeds from sale of property and equipment — — — Reimbursement of capital expenditures from West Virginia regulatory authorities — — — (Increase) decrease in other assets, net — Advances from (to) subsidiaries — — — Net cash provided by (used in)investing activities FINANCING ACTIVITIES: Payments under Term Loan — — — Borrowings under New Revolving Credit Facility — — — Payments on capital leases — — — Debt issuance costs — — — Taxes paid related to net share settlement of equity awards — — — Net payments to related parties — — Net cash (used in) provided by financing activities INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ $ — $ The consolidating condensed statement of cash flows for the three months ended March 31, 2015 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash provided by (used in) operating activities $ $ $ — $ — $ INVESTING ACTIVITIES: Capital expenditures, net of payables — — — Proceeds from sale of property and equipment — — — Reimbursement of capital expenditures from West Virginia regulatory authorities — — — — — Decrease in other assets, net — — — Advances from (to) subsidiaries — — — Net cash provided by (used in) investing activities — FINANCING ACTIVITIES: Payments on capital leases — — — Net payments to related parties — — — Net cash (used in) provided by financing activities — — INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — — CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — — — CASH AND CASH EQUIVALENTS, END OF YEAR $ $ $ — $ — $ |
Organization and Basis of Pre31
Organization and Basis of Presentation (Details) | 3 Months Ended | ||||||
Mar. 31, 2016segment | Mar. 31, 2016item | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Jul. 28, 1995 | Jul. 26, 1995 | Feb. 28, 1994 | |
Organization and Basis of Presentation | |||||||
Ownership percentage allowed to be acquired | 50.00% | 50.00% | 50.00% | ||||
Number of geographical regions | item | 3 | ||||||
Number of reportable segments | 3 | 3 | |||||
Income tax benefit | $ | $ 1,836,000 | $ 1,016,000 | |||||
Excess tax benefit | $ | $ (400,000) | $ 0 | |||||
Silver Legacy Joint Venture | |||||||
Organization and Basis of Presentation | |||||||
Ownership interest (as a percent) | 50.00% | 50.00% | 50.00% | 100.00% | 48.10% | ||
Resorts | Silver Legacy Joint Venture | |||||||
Organization and Basis of Presentation | |||||||
Ownership interest (as a percent) | 48.10% | 48.10% | 48.10% | ||||
Eldorado Casino Shreveport Joint Venture | |||||||
Organization and Basis of Presentation | |||||||
Number of rooms in suite art deco-style hotel | item | 403 | ||||||
ELLC | |||||||
Organization and Basis of Presentation | |||||||
Ownership percentage allowed to be acquired | 3.80% | ||||||
ELLC | Silver Legacy Joint Venture | |||||||
Organization and Basis of Presentation | |||||||
Ownership percentage allowed to be acquired | 50.00% | ||||||
Ownership interest (as a percent) | 50.00% |
Acquisition and Preliminary P32
Acquisition and Preliminary Purchase Accounting (Details) $ in Thousands | Nov. 24, 2015 | Jul. 28, 1995USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Purchase Consideration Calculation Abstract | ||||
Closing Silver Legacy and Circus Reno net working capital | $ 8,000 | |||
Purchase consideration | 72,500 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Current and other assets | 23,740 | |||
Property and equipment | 184,345 | |||
Goodwill | 66,826 | $ 66,826 | ||
Intangible assets | 6,000 | |||
Other noncurrent assets | 10,809 | |||
Net assets acquired | 224,894 | |||
Silver Legacy Joint Venture | ||||
Purchase Consideration Calculation Abstract | ||||
Purchase consideration | $ 3,600 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Current and other assets | 21,625 | |||
Property and equipment | 169,544 | |||
Intangible assets | 5,000 | |||
Other noncurrent assets | 10,809 | |||
Net assets acquired | $ 206,978 | |||
Silver Legacy Joint Venture | Member notes | ||||
Purchase Consideration Calculation Abstract | ||||
Percentage of debt assumed | 50 | |||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Long-term debt | $ 11,500 | |||
Silver Legacy Joint Venture | Short-term Debt | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Long-term debt | 5,000 | |||
Silver Legacy Joint Venture | Long-term Debt | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Long-term debt | 75,500 | |||
Circus Reno | ||||
Estimated fair values of the assets acquired and liabilities assumed | ||||
Current and other assets | 2,115 | |||
Property and equipment | 14,801 | |||
Intangible assets | 1,000 | |||
Net assets acquired | 17,916 | |||
Resorts | ||||
Purchase Consideration Calculation Abstract | ||||
Cash consideration paid | 72,500 | |||
Fair value of ERI’s preexisting 50% equity interest | 56,500 | |||
Settlement of Silver Legacy’s long term debt (1) | 87,854 | |||
Closing Silver Legacy and Circus Reno net working capital | 8,040 | |||
Purchase consideration | 224,894 | |||
Resorts | Silver Legacy Joint Venture | ||||
Purchase Consideration Calculation Abstract | ||||
Cash consideration paid | 56,500 | |||
Fair value of ERI’s preexisting 50% equity interest | 56,500 | |||
Settlement of Silver Legacy’s long term debt (1) | 87,854 | |||
Closing Silver Legacy and Circus Reno net working capital | 6,124 | |||
Purchase consideration | 206,978 | |||
Resorts | Circus Reno | ||||
Purchase Consideration Calculation Abstract | ||||
Cash consideration paid | 16,000 | |||
Closing Silver Legacy and Circus Reno net working capital | 1,916 | |||
Purchase consideration | $ 17,916 | |||
Galleon | Silver Legacy Joint Venture | ||||
Acquisition and purchase accounting | ||||
Ownership interest held by former members of subsidiary (as a percent) | 50.00% |
Acquisition and Preliminary P33
Acquisition and Preliminary Purchase Accounting - Unaudited Pro Forma Information - (Details) - Resorts $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($)$ / sharesshares | |
Pro Forma Information | |
Net revenues | $ | $ 211,793 |
Net income | $ | $ (5,543) |
Net (loss) income per common share | |
Basic (in dollars per share) | $ / shares | $ (0.12) |
Diluted (in dollars per share) | $ / shares | $ (0.12) |
Weighted shares outstanding | |
Basic (in shares) | shares | 46,550,042 |
Diluted (in shares) | shares | 46,550,042 |
Investment in Unconsolidated 34
Investment in Unconsolidated Affiliates (Details) $ in Thousands | Jul. 28, 1995USD ($)shares | Mar. 31, 2016USD ($)aroom | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 16, 2013USD ($) | Jul. 26, 1995 | Feb. 28, 1994 |
Investment in Unconsolidated Affiliates | |||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 1,286 | $ 1,286 | |||||
Ownership percentage allowed to be acquired | 50.00% | ||||||
Total consideration paid | $ 72,500 | ||||||
Equity in income (loss) of unconsolidated affiliate | $ (518) | ||||||
Other Investors | |||||||
Investment in Unconsolidated Affiliates | |||||||
Variable Interest Entity, Ownership Percentage | 42.10% | ||||||
Number of Rooms and Suites Hotel will have | room | 118 | ||||||
Cash | $ 1,000 | ||||||
Land | a | 2.4 | ||||||
Estimated cost of hotel construction | $ 15,000 | ||||||
Silver Legacy Joint Venture | |||||||
Investment in Unconsolidated Affiliates | |||||||
Total consideration paid | $ 3,600 | ||||||
Silver Legacy Joint Venture | |||||||
Investment in Unconsolidated Affiliates | |||||||
Ownership interest (as a percent) | 100.00% | 50.00% | 48.10% | ||||
Acquisition of non-controlling interest (in shares) | shares | 373,135 | ||||||
ELLC | |||||||
Investment in Unconsolidated Affiliates | |||||||
Ownership interest (as a percent) | 96.20% | ||||||
ELLC | |||||||
Investment in Unconsolidated Affiliates | |||||||
Ownership percentage allowed to be acquired | 3.80% | ||||||
ELLC | Silver Legacy Joint Venture | |||||||
Investment in Unconsolidated Affiliates | |||||||
Ownership interest (as a percent) | 50.00% | ||||||
Ownership percentage allowed to be acquired | 50.00% | ||||||
Silver Legacy Joint Venture | |||||||
Investment in Unconsolidated Affiliates | |||||||
Valuation of unconsolidated affiliate | $ 35,600 | ||||||
Equity in income (loss) of unconsolidated affiliate | 500 | ||||||
Unaudited results of operations | |||||||
Net revenues | 27,651 | ||||||
Operating expenses | (25,989) | ||||||
Operating income | 1,662 | ||||||
Other expense | (2,738) | ||||||
Net income (loss) | $ (1,076) | ||||||
Silver Legacy Joint Venture | New Silver Legacy Credit Facility | |||||||
Investment in Unconsolidated Affiliates | |||||||
New senior secured term loan facility | $ 90,500 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | Jan. 22, 2016$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Stock-based compensation expense | $ | $ 1,454 | $ 590 | |||
Common Stock, Shares, Issued | 46,942,735 | 46,817,829 | |||
Common Stock, Shares, Outstanding | 46,942,735 | 46,817,829 | |||
Common Stock | |||||
Authorized Common Stock | 100,000,000 | 100,000,000 | |||
Par Value per share | $ / shares | $ 0.00001 | $ 0.00001 | |||
Options | |||||
Exercised - in shares | 2.78 | ||||
Expired (in shares) | (86,000) | ||||
Forfeited (in shares) | 11.30 | ||||
Weighted-Average Exercise Price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 6.94 | $ 6.94 | |||
Exercised (in dollars per share) | $ / shares | $ 2.78 | ||||
Expired (in dollars per share) | $ / shares | 11.30 | ||||
Outstanding at the end of the period ( in dollars per share) | $ / shares | $ 7.04 | $ 6.94 | |||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 6.94 | ||||
Weighted- Average Remaining Contractual Life (in years) | 3 years 2 months 19 days | 3 years 5 months 19 days | |||
Aggregate Intrinsic Value | |||||
Aggregate Intrinsic Value | $ | $ 1,400 | $ 1,300 | |||
Summary of the RSU activity | |||||
Exercised - in shares | 2.78 | ||||
Forfeited | 86,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Unvested outstanding as of beginning of period | $ / shares | $ 6.94 | ||||
Outstanding at the end of the period ( in dollars per share) | $ / shares | $ 7.04 | $ 6.94 | |||
Restricted stock units (RSUs) | |||||
Vesting Period | 3 years | ||||
Fair Value | $ / shares | $ 10.77 | $ 10.77 | |||
Recognition period of unrecognized compensation cost | 2 years 1 month 28 days | ||||
Unrecognized Compensation Expense | $ | $ 5,000 | ||||
Options | |||||
Outstanding at the beginning of the Period (in shares) | 827,383 | ||||
Granted (in shares) | 406,586 | ||||
Outstanding at the end of the Period (in shares) | 1,031,538 | 827,383 | |||
Weighted-Average Exercise Price | |||||
Outstanding at the end of the period ( in dollars per share) | $ / shares | $ 6.43 | $ 4.09 | |||
Weighted- Average Remaining Contractual Life (in years) | 2 years 1 month 28 days | 2 years 1 month 13 days | |||
Aggregate Intrinsic Value | |||||
Aggregate fair value | $ | $ 6,600 | $ 3,400 | |||
Summary of the RSU activity | |||||
Outstanding at the beginning of the Period (in shares) | 827,383 | ||||
Granted (in shares) | 406,586 | ||||
Vested | (202,431) | ||||
Outstanding at the end of the Period (in shares) | 1,031,538 | 827,383 | |||
Weighted Average Grant Date Fair Value | |||||
Unvested outstanding as of beginning of period | $ / shares | $ 4.09 | ||||
Granted | $ / shares | $ 10.77 | 10.77 | |||
Vested | $ / shares | 5.56 | ||||
Outstanding at the end of the period ( in dollars per share) | $ / shares | $ 6.43 | $ 4.09 | |||
RSU And Performance Awards | |||||
Stock-based compensation expense | $ | $ 1,500 | $ 600 | |||
Stock options. | |||||
Vesting Period | 3 years | ||||
Performance Awards | |||||
Percentage of target to be achieved to be eligible to receive performance awards | 100 | 135 | |||
Options | |||||
Outstanding at the beginning of the Period (in shares) | 475,409 | ||||
Outstanding at the end of the Period (in shares) | 178,172 | 475,409 | |||
Summary of the RSU activity | |||||
Outstanding at the beginning of the Period (in shares) | 475,409 | ||||
Outstanding at the end of the Period (in shares) | 178,172 | 475,409 | |||
Time-based Awards | |||||
Percentage of target to be achieved to be eligible to receive time based awards | 100.00% | 100.00% | |||
Options | |||||
Granted (in shares) | 228,414 | ||||
Summary of the RSU activity | |||||
Granted (in shares) | 228,414 | ||||
Outstanding as of beginning | |||||
Range of Exercise Price | |||||
Lower end of exercise price | $ / shares | 2.44 | ||||
Upper end of exercise price | $ / shares | $ 16.27 | ||||
Granted | |||||
Options | |||||
Outstanding at the beginning of the Period (in shares) | 398,200 | 398,200 | |||
Outstanding at the end of the Period (in shares) | 398,200 | ||||
Summary of the RSU activity | |||||
Outstanding at the beginning of the Period (in shares) | 398,200 | 398,200 | |||
Outstanding at the end of the Period (in shares) | 398,200 | ||||
Expired | |||||
Options | |||||
Outstanding at the beginning of the Period (in shares) | 312,200 | ||||
Outstanding at the end of the Period (in shares) | 312,200 | ||||
Summary of the RSU activity | |||||
Outstanding at the beginning of the Period (in shares) | 312,200 | ||||
Outstanding at the end of the Period (in shares) | 312,200 | ||||
Forfeited | |||||
Options | |||||
Exercised - in shares | (7,747) | ||||
Summary of the RSU activity | |||||
Exercised - in shares | (7,747) | ||||
Outstanding as of the end | |||||
Options | |||||
Outstanding at the end of the Period (in shares) | 304,453 | ||||
Range of Exercise Price | |||||
Lower end of exercise price | $ / shares | $ 2.44 | $ 2.44 | |||
Upper end of exercise price | $ / shares | $ 16.27 | $ 16.27 | |||
Summary of the RSU activity | |||||
Outstanding at the end of the Period (in shares) | 304,453 | ||||
Ex Executive Officer | |||||
Severance Costs | $ | $ 1,400 | ||||
Ex Executive Officer | Restricted stock units (RSUs) | |||||
Stock-based compensation expense | $ | $ 500 | ||||
Summary of the RSU activity | |||||
Vested | (167,511) | ||||
Minimum | |||||
Performance Awards | |||||
Performance Period | 1 year | ||||
Minimum | Plan 2015 Member | |||||
Payout range as a percent of award target | 0.00% | ||||
Minimum | Performance Awards | |||||
Vesting Period | 1 year | ||||
Maximum | |||||
Performance Awards | |||||
Performance Period | 2 years | ||||
Maximum | Plan 2015 Member | |||||
Payout range as a percent of award target | 200.00% | ||||
Maximum | Performance Awards | |||||
Vesting Period | 2 years | ||||
Executive Officer [Member] | Restricted stock units (RSUs) | |||||
Granted (in shares) | 367,519 | ||||
Non Employee Board Member | Restricted stock units (RSUs) | |||||
Granted (in shares) | 34,920 | 4,147 |
Other and Intangible Assets, 36
Other and Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Trade names and customer loyalty program | |||
Goodwill | $ 66,826 | $ 66,826 | |
Intangible assets, excluding goodwill- gross | 499,574 | 499,574 | |
Total goodwill and other intangible assets | 490,831 | 492,033 | |
Land held for development | 906 | 906 | |
Other | 5,877 | 6,048 | |
Total Other Assets, net | 6,783 | 6,954 | |
Trade name | |||
Trade names and customer loyalty program | |||
Intangible assets, excluding goodwill- gross | 9,800 | 9,800 | |
Accumulated Amortization | $ (2,940) | (2,462) | |
Finite-Lived Intangible Asset, Useful Life | 3 years 6 months | ||
Loyalty program | |||
Trade names and customer loyalty program | |||
Intangible assets, excluding goodwill- gross | $ 7,700 | 7,700 | |
Accumulated Amortization | $ (5,803) | (5,079) | |
Finite-Lived Intangible Asset, Useful Life | 1 year | ||
Amortization expense | $ 1,200 | $ 1,900 | |
Trade names and the customer loyalty program | |||
Trade names and customer loyalty program | |||
Remainder of 2016 | 3,300 | ||
2,017 | 1,900 | ||
2,018 | 400 | ||
Gaming licenses (Indefinite-lived) | |||
Trade names and customer loyalty program | |||
Intangible assets, excluding goodwill- gross | 482,074 | $ 482,074 | |
Gaming licenses (Indefinite-lived) | Eldorado Shreveport | |||
Trade names and customer loyalty program | |||
Intangible assets, excluding goodwill | 20,600 | ||
Gaming licenses (Indefinite-lived) | MTR Gaming | |||
Trade names and customer loyalty program | |||
Intangible assets, excluding goodwill | $ 482,100 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income tax expense | $ 1,836 | $ 1,016 |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 23, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Long-term debt | ||||
Capital leases | $ 747 | $ 817 | ||
Less-Current portion | (4,527) | (4,524) | ||
Long-term debt, noncurrent | 826,798 | 861,713 | ||
Scheduled maturities of long-term debt in 2020 | 59,000 | |||
Scheduled maturities of long-term debt in 2022 | 395,300 | |||
Scheduled maturities of long-term debt in 2023 | 375,000 | |||
Debt issuance costs and discount | 26,000 | |||
Amortization of debt issuance costs and discount | 800 | |||
Resorts Senior Secured Notes | ||||
Long-term debt | ||||
Amortization expense of deferred financing costs | $ 200 | |||
Senior Notes | ||||
Long-term debt | ||||
Long-term debt, gross | 375,000 | |||
Interest rate (as a percent) | 7.00% | |||
Gain (loss) on retirement of debt | $ 2,000 | |||
Proceeds from Debt, Net | $ 50,000 | |||
Year beginning August 1, 2018 | ||||
Long-term debt | ||||
Redemption price (as a percent) | 105.25% | |||
Year beginning August 1, 2019 | ||||
Long-term debt | ||||
Redemption price (as a percent) | 103.50% | |||
Year beginning August 1, 2020 | ||||
Long-term debt | ||||
Redemption price (as a percent) | 101.75% | |||
Year beginning August 1, 2021 and thereafter | ||||
Long-term debt | ||||
Redemption price (as a percent) | 100.00% | |||
Prior to August 1, 2018 | Notes | ||||
Long-term debt | ||||
Percentage of repurchase | 100.00% | |||
Percentage of issue price of principal amount | 101.00% | |||
Redemption price on notes redeemed (as a percent) | 107.00% | |||
Prior to August 1, 2018 | Senior Notes | ||||
Long-term debt | ||||
Redemption price on notes redeemed (as a percent) | 100.00% | |||
Maximum | Prior to August 1, 2018 | Notes | ||||
Long-term debt | ||||
Redemption price (as a percent) | 35.00% | |||
New Revolving Credit Facility | New Revolving Credit Facility | ||||
Long-term debt | ||||
Long-term debt, gross | $ 59,000 | 93,500 | ||
Less: Unamortized debt issuance costs | (2,416) | (2,533) | ||
Long-term Debt. | 56,584 | 90,967 | ||
New Term Loan | New Term Loan | ||||
Long-term debt | ||||
Long-term debt, gross | 421,813 | 422,875 | ||
Less: Unamortized discount and debt issuance costs | (14,020) | (14,465) | ||
Long-term Debt. | 407,793 | 408,410 | ||
Senior Notes | Senior Notes | ||||
Long-term debt | ||||
Long-term debt, gross | 375,000 | 375,000 | ||
Less: Unamortized debt issuance costs | (8,799) | (8,957) | ||
Long-term Debt. | $ 366,201 | $ 366,043 |
Long-Term Debt - Resorts Secure
Long-Term Debt - Resorts Secured Credit Facility - (Details) $ in Millions | Jul. 23, 2015USD ($) | Mar. 31, 2016USD ($) |
From January 1, 2016 to December 31, 2017 | Maximum | ||
Debt instruments | ||
Leverage ratio | 6 | |
From January 1, 2018 and thereafter | Maximum | ||
Debt instruments | ||
Leverage ratio | 5 | |
From January 1, 2016 through December 31, 2016 | Minimum | ||
Debt instruments | ||
Leverage ratio | 2.75 | |
From January 1, 2017 and thereafter | Minimum | ||
Debt instruments | ||
Leverage ratio | 3 | |
New Term Loan | ||
Debt instruments | ||
New senior secured term loan facility | $ 425 | |
Term of debt | 7 years | |
Amount outstanding | $ 421.8 | |
Interest rate | 4.25% | |
New Term Loan | LIBOR | ||
Debt instruments | ||
Spread on variable rate (as a percent) | 3.25% | |
Floor rate (as a percent) | 1.00% | |
New Term Loan | Base rate | ||
Debt instruments | ||
Spread on variable rate (as a percent) | 2.25% | |
New Revolving Credit Facility | ||
Debt instruments | ||
New senior secured term loan facility | $ 150 | |
Term of debt | 5 years | |
Amount outstanding | $ 59 | |
Available borrowing capacity | $ 91 | |
Interest rate | 3.95% | |
Commitment fee on unused portion of the credit facility | 0.50% | |
New Revolving Credit Facility | LIBOR | Minimum | ||
Debt instruments | ||
Spread on variable rate (as a percent) | 2.50% | |
New Revolving Credit Facility | LIBOR | Maximum | ||
Debt instruments | ||
Spread on variable rate (as a percent) | 3.25% | |
New Revolving Credit Facility | Base rate | Minimum | ||
Debt instruments | ||
Spread on variable rate (as a percent) | 1.50% | |
New Revolving Credit Facility | Base rate | Maximum | ||
Debt instruments | ||
Spread on variable rate (as a percent) | 2.25% |
Fair Value of Financial Instr40
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Change in acquisition-related contingent consideration liabilities | ||
Notes receivable | $ 1,286 | $ 1,286 |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | 44,099 | 78,278 |
Restricted cash | 9,054 | 5,271 |
Financial liabilities: | ||
Acquisition-related contingent considerations | 530 | 529 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 44,099 | 78,278 |
Restricted cash | 9,054 | 5,271 |
Financial liabilities: | ||
Acquisition-related contingent considerations | 530 | 529 |
Acquisition-Related Contingent Considerations | ||
Change in acquisition-related contingent consideration liabilities | ||
Balance at the beginning of the period | 529 | |
Amortization of present value discount | 1 | |
Balance at the end of the period | 530 | |
8.625% Resorts Senior Secured Notes | Senior Notes | Carrying Amount | ||
Financial liabilities: | ||
Long-term debt, total | 366,201 | 366,043 |
8.625% Resorts Senior Secured Notes | Senior Notes | Fair Value | ||
Financial liabilities: | ||
Long-term debt, total | 387,188 | 367,500 |
New Term Loan | New Term Loan | ||
Financial liabilities: | ||
Long-term debt, total | 407,793 | 408,410 |
New Term Loan | New Term Loan | Carrying Amount | ||
Financial liabilities: | ||
Long-term debt, total | 407,793 | 408,410 |
New Term Loan | New Term Loan | Fair Value | ||
Financial liabilities: | ||
Long-term debt, total | 424,470 | 419,796 |
New Revolving Credit Facility | New Revolving Credit Facility | ||
Financial liabilities: | ||
Long-term debt, total | 56,584 | 90,967 |
New Revolving Credit Facility | New Revolving Credit Facility | Carrying Amount | ||
Financial liabilities: | ||
Long-term debt, total | 56,584 | 90,967 |
New Revolving Credit Facility | New Revolving Credit Facility | Fair Value | ||
Financial liabilities: | ||
Long-term debt, total | $ 59,000 | $ 93,500 |
Earnings per Share (Details)
Earnings per Share (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Shares outstanding: | ||
Weighted average shares outstanding - basic | 46,933,094 | 46,494,638 |
Weighted average shares outstanding - diluted | 47,534,761 | 46,494,638 |
Diluted (in shares) | 47,534,761 | 46,494,638 |
Basic (in dollars per share) | $ 0.07 | $ (0.13) |
Diluted (in dollars per share) | $ 0.07 | $ (0.13) |
Stock options. | ||
Shares outstanding: | ||
Effect of dilutive securities | 148,758 | |
Restricted stock units (RSUs) | ||
Shares outstanding: | ||
Weighted average shares outstanding - diluted | 47,534,761 | 46,494,638 |
Effect of dilutive securities | 452,909 | |
Diluted (in shares) | 47,534,761 | 46,494,638 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Oct. 21, 2011item | Oct. 31, 2015 | Oct. 31, 2005a | Mar. 31, 2016USD ($)ft²item | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Capital Lease | ||||||
Capital Lease Obligations | $ 747 | $ 817 | ||||
Operating Lease | ||||||
GAIN ON SALE OR DISPOSAL OF PROPERTY | 71 | $ 1 | ||||
Ohio Gaming Referendum Challenge | ||||||
Number of racetracks in Ohio | item | 4 | |||||
Environmental Remediation | ||||||
Amount of Environmental Risk Insurance Policy purchased | $ 10,000 | |||||
C. S. & Y. Associates | ||||||
Regulatory Gaming Assessments | ||||||
Area of real property leased | ft² | 30,000 | |||||
MTR Gaming | ||||||
Environmental Remediation | ||||||
Area of real property sold (in acres) | a | 205 | |||||
Regulatory Gaming Assessments | ||||||
Estimated total obligation for assessments | $ 4,100 | 4,300 | ||||
Estimated total obligation residual amount, current and noncurrent | 2,100 | 2,200 | ||||
Obligations paid | 100 | |||||
Renewal Period of Environmental Risk Insurance Policy | 1 year | |||||
MTR Gaming | Initial funding by Pennsylvania General Fund | ||||||
Regulatory Gaming Assessments | ||||||
Estimated total obligation for assessments | 2,000 | $ 2,100 | ||||
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 | |||||
Period for quarterly payments of proportionate share of funding for assessments | 10 years | |||||
Presque Isle Downs | ||||||
Environmental Remediation | ||||||
Area of real property acquired (in acres) | a | 229 | |||||
The borrowers | ||||||
Regulatory Gaming Assessments | ||||||
Borrowings to fund initial development of gaming | $ 99,900 | |||||
The borrowers | Initial funding by Pennsylvania General Fund | ||||||
Regulatory Gaming Assessments | ||||||
Borrowings to fund initial development of gaming | $ 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 |
Related Parties (Details)
Related Parties (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Related parties | |||
Payable to related parties | $ 0 | ||
Wine Purchases | $ 19,728,000 | $ 11,921,000 | |
Other Revenue, Net | 10,885,000 | $ 4,726,000 | |
C. S. & Y. Associates | |||
Related parties | |||
Payable to related parties | $ 200,000 | ||
Area of real property leased | ft² | 30,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2016USD ($)segment | Mar. 31, 2016USD ($)item | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment information | |||||
Number of geographic regions | item | 3 | ||||
Number of reportable segments | 3 | 3 | |||
Revenues and expenses | |||||
Gain on sale or disposition of property | $ 71 | $ 1 | |||
Equity in net income (losses) of unconsolidated affiliate | (518) | ||||
ACQUISITION CHARGES | (520) | (84) | |||
Other Cost of Operating Revenue | 6,074 | 2,867 | |||
Depreciation and amortization | (16,204) | (14,469) | |||
OPERATING INCOME | 18,263 | 12,084 | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 18,263 | 12,084 | |||
Unallocated income and expenses: | |||||
Interest expense, net | (12,991) | (17,232) | |||
Gain on early retirement of debt, net | (66) | ||||
Provision for income taxes | (1,836) | (1,016) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 3,370 | (6,164) | |||
Capital Expenditures | 10,624 | 7,495 | |||
Total Assets | $ 1,286,068 | $ 1,286,068 | 1,286,068 | $ 1,325,008 | |
Eliminations for the period | |||||
Net investment in and advances to other segment | 1,286 | 1,286 | 1,286 | 1,286 | |
Nevada | |||||
Unallocated income and expenses: | |||||
Total Assets | 358,406 | 358,406 | 358,406 | 376,760 | |
Louisiana | |||||
Unallocated income and expenses: | |||||
Total Assets | 131,514 | 131,514 | 131,514 | 135,403 | |
Eastern | |||||
Unallocated income and expenses: | |||||
Capital Expenditures | 5,103 | 5,486 | |||
Total Assets | 859,318 | 859,318 | 859,318 | 883,344 | |
Nevada | Nevada | |||||
Revenues and expenses | |||||
Other Cost of Operating Revenue | 1 | ||||
Eldorado Reno | Nevada | |||||
Unallocated income and expenses: | |||||
Capital Expenditures | 2,842 | 1,389 | |||
Eldorado Shreveport | Louisiana | |||||
Unallocated income and expenses: | |||||
Capital Expenditures | 1,350 | 620 | |||
Total Reportable Segments | |||||
Revenues and expenses | |||||
Revenue, Net | 213,566 | 167,451 | |||
Expenses, excluding depreciation and amortization | (178,650) | (140,297) | |||
Gain on sale or disposition of property | 71 | 1 | |||
Equity in net income (losses) of unconsolidated affiliate | (518) | ||||
ACQUISITION CHARGES | (520) | (84) | |||
Depreciation and amortization | (16,204) | (14,469) | |||
OPERATING INCOME | 18,263 | 12,084 | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 18,263 | 12,084 | |||
Unallocated income and expenses: | |||||
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 18,263 | 12,084 | |||
Corporate | |||||
Revenues and expenses | |||||
Other Cost of Operating Revenue | (1) | ||||
Unallocated income and expenses: | |||||
Interest expense, net | (12,991) | (17,232) | |||
Gain on early retirement of debt, net | (66) | ||||
Provision for income taxes | (1,836) | (1,016) | |||
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 3,370 | (6,164) | |||
Capital Expenditures | 1,329 | ||||
Total Assets | 450,819 | 450,819 | 450,819 | 495,202 | |
Operating segment | Nevada | Nevada | |||||
Revenues and expenses | |||||
Revenue, Net | 72,771 | 23,753 | |||
Expenses, excluding depreciation and amortization | (61,777) | (21,322) | |||
Gain on sale or disposition of property | 34 | ||||
Equity in net income (losses) of unconsolidated affiliate | (518) | ||||
Depreciation | (5,463) | (1,933) | |||
OPERATING INCOME | 5,565 | (19) | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 5,565 | (19) | |||
Operating segment | Eldorado Shreveport | Louisiana | |||||
Revenues and expenses | |||||
Revenue, Net | 34,442 | 34,634 | |||
Expenses, excluding depreciation and amortization | (25,995) | (27,516) | |||
Gain on sale or disposition of property | 1 | ||||
Depreciation and amortization | (1,946) | (1,919) | |||
OPERATING INCOME | 6,502 | 5,199 | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 6,502 | 5,199 | |||
Operating segment | MTR Gaming | Eastern | |||||
Revenues and expenses | |||||
Revenue, Net | 106,353 | 109,064 | |||
Expenses, excluding depreciation and amortization | (83,974) | (87,299) | |||
Gain on sale or disposition of property | 36 | 1 | |||
Depreciation and amortization | (8,684) | (10,525) | |||
OPERATING INCOME | 13,731 | 11,241 | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | 13,731 | 11,241 | |||
Operating segment | Corporate | |||||
Revenues and expenses | |||||
Corporate expenses | (6,904) | (4,160) | |||
ACQUISITION CHARGES | (520) | (84) | |||
Depreciation and amortization | (111) | (92) | |||
OPERATING INCOME | (7,535) | (4,337) | |||
Reconciliations to Consolidated Net Income (Loss) | |||||
Operating Income | (7,535) | $ (4,337) | |||
Eliminating entries | |||||
Unallocated income and expenses: | |||||
Total Assets | (513,989) | (513,989) | (513,989) | (565,701) | |
Eliminations for the period | |||||
Reclass deferred tax assets against deferred tax liabilities | 1,080 | ||||
Eliminating entries | Eldorado Shreveport | |||||
Eliminations for the period | |||||
Due from Affiliate, Current | 8,482 | 8,482 | 8,482 | 8,482 | |
Eliminating entries | MTR Gaming | |||||
Eliminations for the period | |||||
Due from Affiliate, Current | 5,000 | 5,000 | 5,000 | 5,000 | |
Eliminating entries | Corporate | |||||
Eliminations for the period | |||||
Accrued Interest on Intercompany Loan | 4,375 | 4,375 | 4,375 | 11,521 | |
Due from Affiliate, Current | 351,318 | 351,318 | 351,318 | 394,804 | |
Accrued interest on the above intercompany loan | 4,375 | 4,375 | 4,375 | 11,521 | |
Eliminating entries | Silver Legacy | |||||
Eliminations for the period | |||||
Net investment in and advances to other segment | 56,500 | 56,500 | 56,500 | 56,500 | |
Eliminating entries | Silver Legacy Circus Reno | |||||
Eliminations for the period | |||||
Due from Affiliate, Current | $ 88,314 | $ 88,314 | $ 88,314 | $ 88,314 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) | 1 Months Ended |
Jan. 31, 2016USD ($) | |
Employee Benefit Plans | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% |
Defined Contribution Plan, First Match Threshold, Percentage | 4.00% |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 1,000 |
Condensed Consolidating Finan46
Condensed Consolidating Financial Information Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Condensed Balance Sheet | |||
Current assets | $ 85,962 | $ 116,179 | |
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 1,286 | 1,286 | |
Property and equipment, net | 618,121 | 625,416 | |
Total assets | 1,286,068 | 1,325,008 | |
Current liabilities | 95,853 | 105,710 | |
LONG-TERM DEBT, LESS CURRENT PORTION | 826,798 | 861,713 | |
Total liabilities and stockholders' equity | 1,286,068 | 1,325,008 | |
Consolidating and Eliminating Entries | |||
Condensed Balance Sheet | |||
Current assets | (1,686) | (5,147) | |
Intercompany receivables | (398,279) | (401,998) | |
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | (61,500) | (61,500) | |
Investments in subsidiaries | (88,314) | (88,314) | |
Other assets | (52,751) | ||
Total assets | (602,530) | (556,959) | |
Current liabilities | (18,119) | (27,652) | |
Intercompany payables | (381,846) | (381,123) | |
Other accrued liabilities | (52,751) | $ (72,422) | |
Stockholders' equity | (149,814) | (75,762) | |
Total liabilities and stockholders' equity | (602,530) | (556,959) | |
Parent Company | Eldorado Resorts, Inc. (Parent Obligor) | |||
Condensed Balance Sheet | |||
Current assets | 6,370 | 2,248 | |
Intercompany receivables | 341,649 | 401,998 | |
Investments in subsidiaries | 88,314 | 88,314 | |
Property and equipment, net | 3,778 | 2,553 | |
Other assets | 52,658 | 89 | |
Total assets | 492,769 | 495,202 | |
Current liabilities | 19,590 | 24,238 | |
LONG-TERM DEBT, LESS CURRENT PORTION | 451,327 | 486,171 | |
Other accrued liabilities | 4,905 | ||
Stockholders' equity | 21,852 | (20,112) | |
Total liabilities and stockholders' equity | 492,769 | 495,202 | |
Guarantor Subsidiaries | |||
Condensed Balance Sheet | |||
Current assets | 60,323 | 87,976 | |
Intercompany receivables | 34,317 | ||
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 62,786 | 62,786 | |
Property and equipment, net | 432,246 | 439,640 | |
Other assets | 574,998 | 575,466 | |
Total assets | 1,164,670 | 1,165,868 | |
Current liabilities | 63,328 | 78,508 | |
Intercompany payables | 381,846 | 389,272 | |
LONG-TERM DEBT, LESS CURRENT PORTION | 325,471 | 325,542 | |
Other accrued liabilities | 138,659 | 151,910 | |
Stockholders' equity | 255,366 | 220,636 | |
Total liabilities and stockholders' equity | 1,164,670 | 1,165,868 | |
Non-Guarantor Subsidiaries | |||
Condensed Balance Sheet | |||
Current assets | 20,955 | 31,102 | |
Intercompany receivables | 22,313 | ||
Property and equipment, net | 182,097 | 183,223 | |
Other assets | 5,794 | 6,572 | |
Total assets | 231,159 | 220,897 | |
Current liabilities | 31,054 | 30,616 | |
Intercompany payables | (8,149) | ||
LONG-TERM DEBT, LESS CURRENT PORTION | 50,000 | 50,000 | |
Other accrued liabilities | 2,553 | 2,525 | |
Stockholders' equity | 147,552 | 145,905 | |
Total liabilities and stockholders' equity | 231,159 | 220,897 | |
Resorts | Eldorado Resorts, Inc. Consolidated | |||
Condensed Balance Sheet | |||
Current assets | 85,962 | 116,179 | |
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 1,286 | 1,286 | |
Property and equipment, net | 618,121 | 625,416 | |
Other assets | 580,699 | 582,127 | |
Total assets | 1,286,068 | 1,325,008 | |
Current liabilities | 95,853 | 105,710 | |
LONG-TERM DEBT, LESS CURRENT PORTION | 826,798 | $ 861,713 | |
Other accrued liabilities | 88,461 | 86,918 | |
Stockholders' equity | 274,956 | 270,667 | |
Total liabilities and stockholders' equity | $ 1,286,068 | $ 1,325,008 |
Condensed Consolidating Finan47
Condensed Consolidating Financial Information Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Gross revenues | $ 234,551 | $ 182,809 |
Less promotional allowances | (20,985) | (15,358) |
Net operating revenues | 213,566 | 167,451 |
Operating expenses: | ||
Marketing and promotions | 9,574 | 7,101 |
General and administrative | 31,655 | 23,544 |
Depreciation and amortization | 16,204 | 14,469 |
OPERATING INCOME | 18,263 | 12,084 |
Interest expense, net | (12,991) | (17,232) |
Loss on early retirement of debt, net | (66) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | 5,206 | (5,148) |
Provision for income taxes | (1,836) | (1,016) |
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 3,370 | (6,164) |
Consolidating and Eliminating Entries | ||
Operating expenses: | ||
General and administrative | (6,401) | |
Total operating expenses | (6,401) | |
OPERATING INCOME | 6,401 | |
NET INCOME (LOSS) BEFORE INCOME TAXES | 6,401 | |
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 6,401 | |
Guarantor Subsidiaries | ||
Revenues: | ||
Gaming and pari-mutuel commissions | 145,460 | 148,867 |
Non-gaming | 35,391 | 33,942 |
Gross revenues | 180,851 | 182,809 |
Less promotional allowances | (14,794) | (15,358) |
Net operating revenues | 166,057 | 167,451 |
Operating expenses: | ||
Gaming and pari-mutuel commissions | 85,419 | 88,514 |
Non-gaming | 17,121 | 16,978 |
Marketing and promotions | 6,957 | 7,101 |
General and administrative | 27,822 | 27,077 |
Depreciation and amortization | 12,496 | 14,390 |
Total operating expenses | 149,815 | 154,060 |
Loss on disposal of assets | 70 | 1 |
Acquisition charges | (84) | |
OPERATING INCOME | 16,312 | 12,790 |
Interest expense, net | (5,700) | (17,232) |
Gain on valuation of unconsolidated affiliate | (518) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | 10,612 | (4,442) |
Provision for income taxes | (2,385) | |
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 10,612 | (6,827) |
Non-Guarantor Subsidiaries | ||
Revenues: | ||
Gaming and pari-mutuel commissions | 24,302 | |
Non-gaming | 29,398 | |
Gross revenues | 53,700 | |
Less promotional allowances | (6,191) | |
Net operating revenues | 47,509 | |
Operating expenses: | ||
Gaming and pari-mutuel commissions | 12,167 | |
Non-gaming | 15,810 | |
Marketing and promotions | 2,617 | |
General and administrative | 10,409 | |
Depreciation and amortization | 3,604 | |
Total operating expenses | 44,607 | |
Loss on disposal of assets | 1 | |
OPERATING INCOME | 2,903 | |
Interest expense, net | (875) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | 2,028 | |
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | 2,028 | |
Resorts | Eldorado Resorts, Inc. (Parent Obligor) | ||
Operating expenses: | ||
General and administrative | 6,729 | 627 |
Depreciation and amortization | 104 | 79 |
Total operating expenses | 6,833 | 706 |
Acquisition charges | (520) | |
OPERATING INCOME | (7,353) | (706) |
Interest expense, net | (6,416) | |
Loss on early retirement of debt, net | (66) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | (13,835) | (706) |
Provision for income taxes | (1,836) | 1,369 |
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | (15,671) | 663 |
Resorts | Eldorado Resorts, Inc. Consolidated | ||
Revenues: | ||
Gaming and pari-mutuel commissions | 169,762 | 148,867 |
Non-gaming | 64,789 | 33,942 |
Gross revenues | 234,551 | 182,809 |
Less promotional allowances | (20,985) | (15,358) |
Net operating revenues | 213,566 | 167,451 |
Operating expenses: | ||
Gaming and pari-mutuel commissions | 97,586 | 88,514 |
Non-gaming | 32,931 | 16,978 |
Marketing and promotions | 9,574 | 7,101 |
General and administrative | 38,559 | 27,704 |
Depreciation and amortization | 16,204 | 14,469 |
Total operating expenses | 194,854 | 154,766 |
Loss on disposal of assets | 71 | 1 |
Acquisition charges | (520) | (84) |
OPERATING INCOME | 18,263 | 12,084 |
Interest expense, net | (12,991) | (17,232) |
Gain on valuation of unconsolidated affiliate | (518) | |
Loss on early retirement of debt, net | (66) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | 5,206 | (5,148) |
Provision for income taxes | (1,836) | (1,016) |
NET INCOME (LOSS) ATTRIBUTABLE TO ERI, INC. | $ 3,370 | $ (6,164) |
Condensed Consolidating Finan48
Condensed Consolidating Financial Information Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | $ 10,853 | $ (8,499) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (10,624) | (7,495) |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 1,692 | |
Proceeds from sale of property and equipment | 88 | 2 |
(Increase) decrease in other assets, net | 171 | 304 |
Net cash used in investing activities | (8,673) | (7,189) |
FINANCING ACTIVITIES: | ||
Borrowings under New Revolving Credit Facility | 14,000 | |
Payments on capital leases | (68) | (3) |
Debt issuance costs | (194) | |
Net cash used in financing activities | (36,359) | (3) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 78,278 | 87,604 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 44,099 | 71,913 |
Consolidating and Eliminating Entries | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | 2,246 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advances from (to) subsidiaries | (50,659) | (1,491) |
Net cash used in investing activities | (50,659) | (1,491) |
FINANCING ACTIVITIES: | ||
Net proceeds from (payments to) related parties | 48,413 | 1,491 |
Net cash used in financing activities | 48,413 | 1,491 |
Eldorado Resorts, Inc. Consolidated | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | 10,853 | (8,499) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (10,624) | (7,495) |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 1,692 | |
Proceeds from sale of property and equipment | 88 | 2 |
(Increase) decrease in other assets, net | 171 | 304 |
Net cash used in investing activities | (8,673) | (7,189) |
FINANCING ACTIVITIES: | ||
Borrowings under New Revolving Credit Facility | (34,500) | |
Payments under Term Loan | (1,063) | |
Payments on capital leases | (68) | (3) |
Debt issuance costs | (194) | |
Taxes paid related to net share settlement of equity awards | (534) | |
Net cash used in financing activities | (36,359) | (3) |
Cash and Cash Equivalents, Period Increase (Decrease) | (34,179) | (15,691) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 78,278 | 87,604 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 44,099 | 71,913 |
Parent Company | Eldorado Resorts, Inc. (Parent Obligor) | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | (12,580) | 1,097 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (1,329) | |
(Increase) decrease in other assets, net | (43) | |
Advances from (to) subsidiaries | 50,659 | 1,491 |
Net cash used in investing activities | 49,287 | 1,491 |
FINANCING ACTIVITIES: | ||
Borrowings under New Revolving Credit Facility | (34,500) | |
Payments under Term Loan | (1,063) | |
Debt issuance costs | (194) | |
Taxes paid related to net share settlement of equity awards | (534) | |
Net cash used in financing activities | (36,291) | |
Cash and Cash Equivalents, Period Increase (Decrease) | 416 | 2,588 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 657 | |
CASH AND CASH EQUIVALENTS, END OF YEAR | 1,073 | 2,588 |
Guarantor Subsidiaries | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | 14,173 | (9,596) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (7,934) | (7,495) |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 1,692 | |
Proceeds from sale of property and equipment | 88 | 2 |
(Increase) decrease in other assets, net | 159 | 304 |
Net cash used in investing activities | (5,995) | (7,189) |
FINANCING ACTIVITIES: | ||
Payments on capital leases | (68) | (3) |
Net proceeds from (payments to) related parties | (32,453) | (1,491) |
Net cash used in financing activities | (32,521) | (1,494) |
Cash and Cash Equivalents, Period Increase (Decrease) | (24,343) | (18,279) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 60,102 | 87,604 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 35,759 | $ 69,325 |
Non-Guarantor Subsidiaries | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | 7,014 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures, net of payables | (1,361) | |
(Increase) decrease in other assets, net | 55 | |
Net cash used in investing activities | (1,306) | |
FINANCING ACTIVITIES: | ||
Net proceeds from (payments to) related parties | (15,960) | |
Net cash used in financing activities | (15,960) | |
Cash and Cash Equivalents, Period Increase (Decrease) | (10,252) | |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 17,519 | |
CASH AND CASH EQUIVALENTS, END OF YEAR | $ 7,267 |