Consolidating Condensed Financial Information | Note 19. Consolidating Condensed Financial Information Certain of our wholly-owned subsidiaries have fully and unconditionally guaranteed on a joint and several basis, the payment of all obligations under our 7% Senior Notes, 6% Senior Notes and New Credit Facility. The following wholly-owned subsidiaries of the Company are guarantors, on a joint and several basis, under the 7% Senior Notes, 6% Senior Notes and New Credit Facility: Isle of Capri Casinos LLC; Eldorado Holdco LLC; Eldorado Resorts LLC; Eldorado Shreveport 1 LLC; Eldorado Shreveport 2 LLC; Eldorado Casino Shreveport Joint Venture; MTR Gaming Group Inc.; Mountaineer Park Inc.; Presque Isle Downs Inc.; Scioto Downs Inc.; Eldorado Limited Liability Company; Circus and Eldorado Joint Venture, LLC; CC Reno LLC; CCR Newco LLC; Black Hawk Holdings, L.L.C.; IC Holdings Colorado, Inc.; CCSC/Blackhawk, Inc.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C.; PPI, Inc.; Pompano Park Holdings LLC; IOC-Lula, Inc.; IOC-Kansas City, Inc.; IOC-Boonville, Inc.; IOC-Caruthersville, LLC; IOC Cape Girardeau, LLC; IOC-Vicksburg, Inc.; IOC-Vicksburg, L.L.C.; Rainbow Casino-Vicksburg Partnership, L.P.; IOC Holdings L.L.C. and St. Charles Gaming Company, L.L.C. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries. The consolidating condensed balance sheet as of December 31, 2017 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 $ 27,572 $ 201,321 $ 22,139 $ — $ 251,032 Intercompany receivables 274,147 — 34,493 (308,640 ) — Investments in subsidiaries 2,440,816 — — (2,440,816 ) — Property and equipment, net 12,042 1,483,473 7,302 — 1,502,817 Other assets 37,459 1,764,291 27,282 (36,409 ) 1,792,623 Total assets $ 2,792,036 $ 3,449,085 $ 91,216 $ (2,785,865 ) $ 3,546,472 Current liabilities $ 28,677 $ 164,656 $ 25,726 $ — $ 219,059 Intercompany payables — 308,640 — (308,640 ) — Long-term debt, less current maturities 1,814,185 350,000 25,393 — 2,189,578 Deferred income tax liabilities — 200,539 — (36,409 ) 164,130 Other accrued liabilities 4,127 19,624 4,828 — 28,579 Stockholders’ equity 945,047 2,405,626 35,269 (2,440,816 ) 945,126 Total liabilities and stockholders’ equity $ 2,792,036 $ 3,449,085 $ 91,216 $ (2,785,865 ) $ 3,546,472 The consolidating condensed balance sheet as of December 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 $ 1,860 $ 99,494 $ 399 $ — $ 101,753 Intercompany receivables 371,765 — 1,186 (372,951 ) — Investments in subsidiaries 299,705 — — (299,705 ) — Property and equipment, net 1,965 610,377 — — 612,342 Other assets 55,158 572,448 11 (47,668 ) 579,949 Total assets $ 730,453 $ 1,282,319 $ 1,596 $ (720,324 ) $ 1,294,044 Current liabilities $ 11,381 $ 90,643 $ 16 $ — $ 102,040 Intercompany payables — 372,951 — (372,951 ) — Long-term debt, less current maturities 420,633 375,248 — — 795,881 Deferred income tax liabilities — 138,053 — (47,668 ) 90,385 Other accrued liabilities — 7,287 — — 7,287 Stockholders’ equity 298,439 298,137 1,580 (299,705 ) 298,451 Total liabilities and stockholders’ equity $ 730,453 $ 1,282,319 $ 1,596 $ (720,324 ) $ 1,294,044 The consolidating condensed statements of income for the year ended December 31, 2017 is as follows: Statements of Income: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 1,219,367 $ 23,307 $ — $ 1,242,674 Non-gaming — 356,236 7,679 — 363,915 Gross revenues — 1,575,603 30,986 — 1,606,589 Less promotional allowances — (131,694 ) (1,391 ) — (133,085 ) Net revenues — 1,443,909 29,595 — 1,473,504 Operating expenses: Gaming and pari-mutuel commissions — 635,552 16,319 — 651,871 Non-gaming — 154,030 1,005 — 155,035 Marketing and promotions — 80,267 2,258 — 82,525 General and administrative — 235,963 5,132 — 241,095 Corporate 31,620 (4,318 ) 3,437 — 30,739 Impairment charges — 38,016 — — 38,016 Management fee (31,620 ) 31,620 — — — Depreciation and amortization 1,030 104,454 407 — 105,891 Total operating expenses 1,030 1,275,584 28,558 — 1,305,172 Loss on sale of asset or disposal of property and equipment (20 ) (299 ) — — (319 ) Proceeds from terminated sale — 20,000 — — 20,000 Transaction expenses (70,865 ) (21,912 ) — — (92,777 ) Equity in loss of unconsolidated affiliate — (367 ) — — (367 ) Operating (loss) income (71,915 ) 165,747 1,037 — 94,869 Interest expense, net (73,448 ) (25,221 ) (1,100 ) — (99,769 ) Loss on early retirement of debt, net (38,430 ) — — — (38,430 ) Subsidiary income (loss) 205,811 — — (205,811 ) — (Loss) income before income taxes 22,018 140,526 (63 ) (205,811 ) (43,330 ) Income tax benefit (provision) 51,922 70,288 (4,940 ) — 117,270 Net income (loss) $ 73,940 $ 210,814 $ (5,003 ) $ (205,811 ) $ 73,940 The consolidating condensed statements of income for the year ended December 31, 2016 is as follows: Statements of Income: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 701,348 $ 265 $ — $ 701,613 Non-gaming — 281,493 90 — 281,583 Gross revenues — 982,841 355 — 983,196 Less promotional allowances — (90,300 ) — — (90,300 ) Net revenues — 892,541 355 — 892,896 Operating expenses: Gaming and pari-mutuel commissions — 400,112 — — 400,112 Non-gaming — 139,545 — — 139,545 Marketing and promotions — 40,596 4 — 40,600 General and administrative — 130,172 — — 130,172 Corporate 19,560 320 — — 19,880 Management fee (19,841 ) 19,841 — — — Depreciation and amortization 454 62,995 — — 63,449 Total operating expenses 173 793,581 4 — 793,758 Loss on sale of asset or disposal of property and equipment — (836 ) — — (836 ) Transaction expenses (9,184 ) — — — (9,184 ) Operating (loss) income (9,357 ) 98,124 351 — 89,118 Interest expense, net (24,562 ) (26,355 ) — — (50,917 ) Loss on early retirement of debt, net (155 ) — — — (155 ) Subsidiary income (loss) 45,647 — — (45,647 ) — Income (loss) before income taxes 11,573 71,769 351 (45,647 ) 38,046 Income tax benefit (provision) 13,229 (26,350 ) (123 ) — (13,244 ) Net income (loss) $ 24,802 $ 45,419 $ 228 $ (45,647 ) $ 24,802 The consolidating condensed statements of income for the year ended December 31, 2015 is as follows: Statements of Income: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 622,997 $ 261 $ — $ 623,258 Non-gaming — 161,283 — — 161,283 Gross revenues — 784,280 261 — 784,541 Less promotional allowances — (64,757 ) — — (64,757 ) Net revenues — 719,523 261 — 719,784 Operating expenses: Gaming and pari-mutuel commissions — 367,545 — — 367,545 Non-gaming — 79,238 — — 79,238 Marketing and promotions — 31,220 7 — 31,227 General and administrative — 96,870 — — 96,870 Corporate 13,738 2,731 — — 16,469 Management fee (13,760 ) 13,760 — — — Depreciation and amortization 369 56,552 — — 56,921 Total operating expenses 347 647,916 7 — 648,270 Loss on sale of asset or disposal of property and equipment — (6 ) — — (6 ) Transaction expenses (2,368 ) (84 ) — — (2,452 ) Equity in loss of unconsolidated affiliate — 3,460 — — 3,460 Operating (loss) income (2,715 ) 74,977 254 — 72,516 Interest expense, net (10,613 ) (50,945 ) — — (61,558 ) Loss on early retirement of debt, net (1,855 ) (82 ) — — (1,937 ) Gain on valuation of unconsolidated affiliate — 35,582 — — 35,582 Subsidiary income (loss) 86,082 — — (86,082 ) — Income (loss) before income taxes 70,899 59,532 254 (86,082 ) 44,603 Income tax benefit 43,284 26,371 (75 ) — 69,580 Income (loss) from continuing operations 114,183 85,903 179 (86,082 ) 114,183 Net income (loss) $ 114,183 $ 85,903 $ 179 $ (86,082 ) $ 114,183 The consolidating condensed statement of cash flows for the year ended December 31, 2017 is as follows: Statement of Cash Flows Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ (44,767 ) $ 170,553 $ 4,455 $ — $ 130,241 INVESTING ACTIVITIES: Purchase of property and equipment, net (11,073 ) (70,810 ) (1,639 ) — (83,522 ) Reimbursement of capital expenditures from West Virginia regulatory authorities — 361 — — 361 Restricted cash — 19,535 (21 ) — 19,514 Proceeds from sale of property and equipment — 135 — — 135 Net cash (used in) provided by business combinations (1,385,978 ) 37,103 5,216 — (1,343,659 ) Investment in and loans to unconsolidated affiliate — (604 ) — — (604 ) Net cash (used in) provided by investing activities (1,397,051 ) (14,280 ) 3,556 — (1,407,775 ) FINANCING ACTIVITIES: Proceeds from issuance of New Term Loan 1,450,000 — — — 1,450,000 Proceeds from issuance of 6% Senior Notes 875,000 — — — 875,000 Proceeds from issuance of New Revolving Credit Facility 166,953 — — — 166,953 Payments on Term Loan (1,062 ) — — — (1,062 ) Payments on New Term Loan (493,250 ) — — — (493,250 ) Payments under New Revolving Credit Facility (166,953 ) — — — (166,953 ) Borrowings under Prior Revolving Credit Facility 41,000 — — — 41,000 Payments under Prior Revolving Credit Facility (29,000 ) — — — (29,000 ) Retirement of Term Loan (417,563 ) — — — (417,563 ) Retirement of Prior Revolving Credit Facility (41,000 ) — — — (41,000 ) Debt premium proceeds 27,500 — — — 27,500 Net proceeds from (payments to) related parties 102,618 (100,847 ) (1,771 ) — — Payment of other long-term obligation (43 ) — — — (43 ) Payments on capital leases — (318 ) (172 ) — (490 ) Debt issuance costs (51,526 ) — — — (51,526 ) Taxes paid related to net share settlement of equity awards (11,365 ) — — — (11,365 ) Proceeds from exercise of stock options 2,900 — — — 2,900 Net cash provided by (used in) financing activities 1,454,209 (101,165 ) (1,943 ) — 1,351,101 INCREASE IN CASH AND CASH EQUIVALENTS 12,391 55,108 6,068 — 73,567 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 811 59,817 401 — 61,029 CASH AND CASH EQUIVALENTS, END OF YEAR $ 13,202 $ 114,925 $ 6,469 $ — $ 134,596 The consolidating condensed statement of cash flows for the year ended December 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 $ (16,919 ) $ 114,388 $ 101 $ — $ 97,570 INVESTING ACTIVITIES: Purchase of property and equipment, net 133 (47,512 ) (1 ) — (47,380 ) Reimbursement of capital expenditures from West Virginia regulatory authorities — 4,207 — — 4,207 Proceeds from sale of property and equipment — 1,560 — — 1,560 (Increase) Decrease in other assets, net (16 ) 675 — — 659 Net cash used in business combinations — (194 ) — — (194 ) Net cash provided by (used in) investing activities 117 (41,264 ) (1 ) — (41,148 ) FINANCING ACTIVITIES: Proceeds from long-term debt borrowings (4,250 ) — — — (4,250 ) Borrowings under Prior Revolving Credit Facility 73,000 — — — 73,000 Payments under Prior Revolving Credit Facility (137,500 ) — — — (137,500 ) Principal payments on capital leases — (274 ) — — (274 ) Debt issuance costs (4,288 ) — — — (4,288 ) Net proceeds from (payments to) related parties 90,353 (90,486 ) 133 — — Taxes paid related to net share settlement of equity awards (744 ) — — — (744 ) Proceeds from exercise of stock options 385 — — — 385 Net cash provided by (used in) financing activities 16,956 (90,760 ) 133 — (73,671 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 154 (17,636 ) 233 — (17,249 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 657 77,453 168 — 78,278 CASH AND CASH EQUIVALENTS, END OF YEAR $ 811 $ 59,817 $ 401 $ — $ 61,029 The consolidating condensed statement of cash flows for the year ended December 31, 2015 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 $ (2,951 ) $ 59,494 $ 172 $ — $ 56,715 INVESTING ACTIVITIES: Purchase of property and equipment, net (2,922 ) (33,840 ) — — (36,762 ) Reimbursement of capital expenditures from West Virginia regulatory authorities — 1,266 — — 1,266 Investment in unconsolidated affiliate — (1,010 ) — — (1,010 ) Proceeds from sale of property and equipment — 153 — — 153 Decrease in restricted cash due to credit support deposit — 2,500 — — 2,500 (Increase) Decrease in other assets, net (89 ) 204 — — 115 Net cash used in business combinations (18,394 ) (106,622 ) — — (125,016 ) Net cash used in by investing activities (21,405 ) (137,349 ) — — (158,754 ) FINANCING ACTIVITIES: Proceeds from long-term debt borrowings 800,000 — — — 800,000 Borrowings under Prior Revolving Credit Facility 131,000 — — — 131,000 Payments under Prior Revolving Credit Facility (37,500 ) — — — (37,500 ) Principal payments under 7% Senior Notes (2,125 ) — — — (2,125 ) Retirement of long-term debt (728,664 ) — — — (728,664 ) Principal payments on capital leases — (88 ) — — (88 ) Debt issuance costs (25,820 ) — — — (25,820 ) Call premium on early retirement of debt (44,090 ) — — — (44,090 ) Net (payments to) proceeds from related parties (67,788 ) 68,511 (723 ) — — Net cash provided by (used in) financing activities 25,013 68,423 (723 ) — 92,713 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 657 (9,432 ) (551 ) — (9,326 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR — 86,885 719 — 87,604 CASH AND CASH EQUIVALENTS, END OF YEAR $ 657 $ 77,453 $ 168 $ — $ 78,278 |