Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization The accompanying consolidated financial statements include the accounts of Eldorado Resorts, Inc. (“ERI” or the “Company”), a Nevada corporation formed in September 2013, and its consolidated subsidiaries. The Company is a geographically diversified gaming and hospitality company with 23 gaming facilities in 11 states as of March 31, 2020. The Company’s properties, which are located in Colorado, Florida, Illinois, Indiana, Iowa, Mississippi, Missouri, Louisiana, Nevada, New Jersey and Ohio, feature approximately 23,900 slot machines, video lottery terminals (“VLTs”) and e-tables, approximately 660 table games and approximately 11,300 hotel rooms. The Company’s primary source of revenue is generated by gaming operations , and the Company utilizes its hotels, restaurants, bars, entertainment, racing, sportsbook offerings, retail shops and other services to attract customers to its properties . The Company was founded in 1973 by the Carano family with the opening of the Eldorado Hotel Casino in Reno, Nevada. In 1993, the Company partnered with MGM Resorts International to build Silver Legacy Resort Casino, the first mega-themed resort in Reno. In 2005, the Company acquired its first property outside of Reno when it purchased a casino in Shreveport, Louisiana, now known as Eldorado Shreveport. In September 2014, the Company merged with MTR Gaming Group, Inc. and acquired gaming and racing facilities in Ohio, Pennsylvania and West Virginia. The following year, in November 2015, the Company acquired Circus Circus Reno (“Circus Reno”) and the 50% membership interest in the Silver Legacy that was owned by MGM Resorts International. On May 1, 2017, the Company completed its acquisition of Isle of Capri Casinos, Inc. (“Isle” or “Isle of Capri”), adding 13 gaming properties to its portfolio (the “Isle Acquisition”) . On August 7, 2018, the Company acquired the Elgin Riverboat Resort – Riverboat Casino d/b/a Grand Victoria Casino (“Elgin”) (the “Elgin Acquisition”). On October 1, 2018, the Company completed its acquisition of Tropicana Entertainment, Inc. (“Tropicana”), adding seven properties to its portfolio (the “Tropicana Acquisition”). On January 11, 2019 and March 8, 2019, respectively, the Company completed its sales of Presque Isle Downs & Casino (“Presque”) and Lady Luck Casino Nemacolin (“Nemacolin”), which are both located in Pennsylvania. On December 6, 2019, the Company completed its sales of Mountaineer Casino, Racetrack and Resort (“Mountaineer”), Isle Casino Cape Girardeau (“Cape Girardeau”) and Lady Luck Casino Caruthersville (“Caruthersville”). Mountaineer is located in West Virginia and Cape Girardeau and Caruthersville are located in Missouri. On June 24, 2019, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of August 15, 2019, and as it may be further amended from time to time, the “Merger Agreement”) with Caesars Entertainment Corporation (“Caesars”) pursuant to which a wholly-owned subsidiary of the Company will merge In connection with the execution of the Merger Agreement, the Company also entered into a Master Transaction Agreement (the “MTA”) with VICI Properties L.P., a Delaware limited partnership (“VICI”), pursuant to which, among other things, the Company has agreed to consummate one or more sale and leaseback transactions with VICI and/or its affiliates with respect to certain property described in the MTA. Consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including anti-trust and regulatory approvals. The Company expects that the Merger will be consummated in mid-2020. On July 10, 2019, the Company entered into a definitive agreement to sell the equity interests of Rainbow Casino Vicksburg Partnership, L.P. and IOC-Kansas City, L.L.C., the entities that hold Lady Luck Casino Vicksburg and Isle of Capri Casino Kansas City, to Twin River Worldwide Holdings, Inc. (“Twin River”). The definitive agreement provides that the consummation of the sale is subject to satisfaction of customary conditions, including receipt of required regulatory approvals. The transaction is expected to be consummated in the second quarter of 2020. See Note 4. On January 13, 2020 and March 9, 2020, respectively, the Company entered into definitive purchase agreements to sell the equity interests of Eldorado Resort Casino Shreveport Joint Venture and Columbia Properties Tahoe, LLC, the entities that hold Eldorado Shreveport and MontBleu, to Maverick Gaming LLC (“Maverick”). On April 24, 2020, the agreements with Maverick were terminated and the Company entered into a definitive purchase agreement with Twin River Worldwide Holdings, Inc. and certain of its affiliates for the sale of for aggregate consideration of $155 million, subject to a working capital adjustment. , and further provides that the Company’s obligation to consummate the sale is subject to the closing of the Merger with Caesars and the buyer’s obligation to consummate the sale is subject to receipt of financing sufficient to enable it to pay the consideration due at closing. The transaction is expected to close in the first quarter of 2021 The following table sets forth certain information regarding our properties (listed by segment in which each property is reported) as of March 31, 2020: Segment Property Date Acquired State West Eldorado Resort Casino Reno ("Eldorado Reno") (a) Nevada Silver Legacy Resort Casino ("Silver Legacy") (a) Nevada Circus Circus Reno ("Circus Reno") (a) Nevada MontBleu Casino Resort & Spa ("MontBleu") October 1, 2018 (c) Nevada Tropicana Laughlin Hotel & Casino ("Laughlin") October 1, 2018 Nevada Isle Casino Hotel - Blackhawk ("Isle Black Hawk") May 1, 2017 Colorado Lady Luck Casino - Black Hawk ("Lady Luck Black Hawk") May 1, 2017 Colorado Midwest (b) Isle Casino Waterloo ("Waterloo") May 1, 2017 Iowa Isle Casino Bettendorf ("Bettendorf") May 1, 2017 Iowa Isle of Capri Casino Boonville ("Boonville") May 1, 2017 Missouri Isle of Capri Casino Kansas City ("Kansas City") May 1, 2017 (c) Missouri South Isle Casino Racing Pompano Park ("Pompano") May 1, 2017 Florida Eldorado Resort Casino Shreveport ("Eldorado Shreveport") (a) (c) Louisiana Isle of Capri Casino Hotel Lake Charles ("Lake Charles") May 1, 2017 Louisiana Belle of Baton Rouge Casino & Hotel ("Baton Rouge") October 1, 2018 Louisiana Isle of Capri Casino Lula ("Lula") May 1, 2017 Mississippi Lady Luck Casino Vicksburg ("Vicksburg") May 1, 2017 (c) Mississippi Trop Casino Greenville ("Greenville") October 1, 2018 Mississippi East (b) Eldorado Gaming Scioto Downs ("Scioto Downs") (a) Ohio Tropicana Casino and Resort, Atlantic City ("Trop AC") October 1, 2018 New Jersey Central Grand Victoria Casino ("Elgin") August 7, 2018 Illinois Lumière Place Casino ("Lumière") October 1, 2018 Missouri Tropicana Evansville ("Evansville") October 1, 2018 Indiana (a) Property was aggregated into segment prior to January 1, 2016. (b) Presque was sold on January 11, 2019, Nemacolin was sold on March 8, 2019 and Mountaineer was sold on December 6, 2019. All three properties were previously reported in the East segment. Cape Girardeau and Caruthersville were sold on December 6, 2019. Both properties were previously reported in the Midwest segment. (c) The Company entered into agreements to sell Kansas City, Vicksburg, Eldorado Shreveport and MontBleu. The Kansas City and Vicksburg sales are expected to close in the second quarter of 2020. The Eldorado Shreveport and MontBleu sales are expected to close in the first quarter of 2021. Reclassifications Certain reclassifications of prior year presentations have been made to conform to the current period presentation. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States 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. 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 maker of our Company reviews operating results, assesses performance and makes decisions on a “significant market” basis. Management views each of our casinos as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. The Company’s principal operating activities occur in five geographic regions and reportable segments. The reportable segments are based on the similar characteristics of the operating segments within the regions in which they operate: West, Midwest, South, East, and Central. See the table above for a listing of properties included in each segment. The presentation of financial information herein for periods after the Company’s sales of Presque and Nemacolin on January 11, 2019 and March 8, 2019, respectively, and the Company’s sales of Mountaineer, Cape Girardeau and Caruthersville on December 6, 2019 are not fully comparable to the periods prior to their respective sale dates. See Note 4. 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, 2019. Recent Developments Related to COVID-19 In January 2020, an outbreak of a new strain of coronavirus (“COVID-19”) was identified and has since spread throughout much of the world, including the United States. All of the Company’s casino properties have been temporarily closed since March 18, 2020 due to orders issued by various state government agencies in connection with the COVID-19 pandemic. As a result of these closures, the COVID-19 pandemic has had an adverse effect on the Company’s business, financial condition and results of operations for the three months ended March 31, 2020. The Company continued to pay its full-time employees through April 10, 2020, including tips and tokes. Effective April 11, 2020, the Company furloughed approximately 90% of its employees, implemented salary reductions and committed to continue to provide benefits to its employees through June 30, 2020. As a result of these payroll changes combined with other cost saving measures, the Company’s daily operating expenses reduced significantly. In an effort to maintain liquidity and provide financial flexibility as the effects of COVID-19 continue to evolve and impact global financial markets, the Company borrowed $465 million under its revolving credit facility on March 16, 2020. The extent of the ongoing and future effects of the COVID-19 pandemic on the Company’s business and the casino resort industry generally is uncertain, but the Company expects that it will continue to have a significant impact on its business, results of operations and financial condition. The extent and duration of the impact of COVID-19 will ultimately depend on future developments, including but not limited to, the duration and severity of the outbreak, the length of time that the Company’s casinos remain closed, the Company’s ability to adapt to new operating procedures upon re-opening of its casinos, the impact on consumer demand and discretionary spending, the length of time it takes for demand to return and the Company’s ability to adjust its cost structures for the duration of the outbreak’s impact on its operations. Due to declines in recent performance and the expected impact on future cash flows as a result of COVID-19, the Company recognized impairment charges related to goodwill and trade names for the three months ended March 31, 2020. See Note 7 for details. Recently Issued Accounting Pronouncements Pronouncements Implemented in 2020 In June 2016 (modified in November 2018), the Financial Accounting Standards Board (“FASB”) issued ASU No 2016-13, Financial Instruments – Credit Losses related to the timing of recognizing impairment losses on financial assets. The new guidance lowers the threshold on when losses are incurred, from a determination that a loss is probable to a determination that a loss is expected. The change in guidance is applicable to our evaluation of the Casino Reinvestment Development Authority (“CRDA”) investments. The guidance is effective for interim and annual periods beginning after December 15, 2019. Adoption of the guidance required a modified-retrospective approach and a cumulative adjustment to retained earnings to the first reporting period that the update is effective. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). This generally means that an intangible asset is recognized for the software license and, to the extent that the payments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. This generally means that the fees associated with the hosting element (service) of the arrangement are expensed as incurred. The amendment was effective for annual and interim periods beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. This amendment modifies the disclosure requirements for fair value measurements and was effective for annual and interim periods beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020. Adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. Pronouncements To Be Implemented In Future Periods In August 2018, the FASB issued ASU No 2018-14, Compensation –Retirement Benefits – Defined Benefit Plans – General. This amendment improves disclosures over defined benefit plans and is effective for interim and annual periods ending after December 15, 2020 with early adoption allowed. The Company anticipates adopting this amendment during the first quarter of 2021, and currently does not expect it to have a significant impact on its Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. This amendment modifies accounting guidelines for income taxes and is effective for annual and interim periods beginning after December 15, 2020 with early adoption allowed. The Company will adopt the new guidance on January 1, 2021. The Company is evaluating the qualitative and quantitative effect the new guidance will have on its Consolidated Financial Statements. |