Document and Entity information
Document and Entity information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 05, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PINNACLE ENTERTAINMENT INC. | |
Entity Central Index Key | 356,213 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 60,707,435 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Gaming | $ 519,326 | $ 493,281 | $ 1,033,673 | $ 973,421 |
Food and beverage | 31,430 | 30,356 | 63,460 | 57,969 |
Lodging | 13,133 | 13,802 | 24,628 | 24,592 |
Retail, entertainment and other | 18,071 | 17,751 | 33,038 | 31,977 |
Total revenues | 581,960 | 555,190 | 1,154,799 | 1,087,959 |
Expenses and other costs: | ||||
Gaming | 281,960 | 266,604 | 546,845 | 514,598 |
Food and beverage | 28,984 | 28,199 | 58,151 | 52,911 |
Lodging | 6,343 | 6,465 | 12,131 | 11,594 |
Retail, entertainment and other | 8,150 | 6,688 | 13,240 | 11,264 |
General and administrative | 107,086 | 112,148 | 209,376 | 212,415 |
Depreciation and amortization | 61,875 | 58,773 | 129,706 | 117,084 |
Pre-opening, development and other costs | 6,108 | 6,907 | 7,675 | 10,319 |
Write-downs, reserves and recoveries, net | 247 | 2,579 | 3,391 | 3,224 |
Total expenses and other costs | 500,753 | 488,363 | 980,515 | 933,409 |
Operating income | 81,207 | 66,827 | 174,284 | 154,550 |
Interest expense, net | (59,995) | (62,003) | (121,078) | (128,792) |
Loss on early extinguishment of debt | 0 | (8,234) | 0 | (8,234) |
Loss from equity method investment | 0 | 0 | (83) | 0 |
Income (loss) from continuing operations before income taxes | 21,212 | (3,410) | 53,123 | 17,524 |
Income tax benefit (expense) | (5,419) | 1,093 | (10,251) | (1,097) |
Income (loss) from continuing operations | 15,793 | (2,317) | 42,872 | 16,427 |
Income from discontinued operations, net of income taxes | 4,699 | 26 | 4,916 | 325 |
Net income (loss) | 20,492 | (2,291) | 47,788 | 16,752 |
Net loss attributable to non-controlling interest | (1,252) | (32) | (1,262) | (36) |
Net income (loss) attributable to Pinnacle Entertainment, Inc. | $ 21,744 | $ (2,259) | $ 49,050 | $ 16,788 |
Net income (loss) per common share—basic | ||||
Income (loss) from continuing operations (in dollars per share) | $ 0.28 | $ (0.04) | $ 0.73 | $ 0.28 |
Income from discontinued operations, net of income taxes (in dollars per share) | 0.08 | 0 | 0.08 | 0 |
Net income (loss) per common share—basic (in dollars per share) | 0.36 | (0.04) | 0.81 | 0.28 |
Net income (loss) per common share—diluted | ||||
Income (loss) from continuing operations (in dollars per share) | 0.27 | (0.04) | 0.70 | 0.27 |
Income from discontinued operations, net of income taxes (in dollars per share) | 0.07 | 0 | 0.08 | 0 |
Net income (loss) per common share—diluted (in dollars per share) | $ 0.34 | $ (0.04) | $ 0.78 | $ 0.27 |
Number of shares—basic | 60,976 | 59,593 | 60,808 | 59,429 |
Number of shares—diluted | 63,355 | 59,593 | 62,973 | 61,328 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 20,492 | $ (2,291) | $ 47,788 | $ 16,752 |
Comprehensive income (loss) | 20,492 | (2,291) | 47,788 | 16,752 |
Comprehensive loss attributable to non-controlling interest | (1,252) | (32) | (1,262) | (36) |
Comprehensive income (loss) attributable to Pinnacle Entertainment, Inc. | $ 21,744 | $ (2,259) | $ 49,050 | $ 16,788 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 122,011 | $ 164,654 |
Accounts receivable, net of allowance for doubtful accounts of $6,124 and $4,963 | 33,995 | 28,424 |
Inventories | 10,462 | 9,877 |
Income tax receivable, net | 0 | 20,289 |
Prepaid expenses and other assets | 32,351 | 27,102 |
Deferred income taxes | 7,509 | 7,509 |
Assets held for sale and assets of discontinued operations | 10,019 | 21,260 |
Total current assets | 216,347 | 279,115 |
Restricted cash | 5,667 | 5,667 |
Land, buildings, vessels and equipment, net | 2,925,030 | 3,017,009 |
Goodwill | 915,963 | 919,282 |
Intangible assets, net | 516,410 | 529,269 |
Other assets, net | 77,983 | 83,340 |
Total assets | 4,657,400 | 4,833,682 |
Current Liabilities: | ||
Accounts payable | 32,573 | 57,632 |
Accrued interest | 49,686 | 49,760 |
Accrued compensation | 71,585 | 73,698 |
Accrued taxes | 44,516 | 39,287 |
Other accrued liabilities | 87,306 | 119,106 |
Current portion of long-term debt | 11,006 | 11,006 |
Liabilities held for sale and liabilities of discontinued operations | 98 | 413 |
Total current liabilities | 296,770 | 350,902 |
Long-term debt less current portion | 3,782,322 | 3,975,648 |
Other long-term liabilities | 40,711 | 40,021 |
Deferred income taxes | 185,569 | 177,729 |
Total liabilities | $ 4,305,372 | $ 4,544,300 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity: | ||
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding | $ 0 | $ 0 |
Common stock—$0.10 par value, 100,000,000 authorized, 60,657,435 and 59,979,853 shares issued and outstanding, net of treasury shares | 6,703 | 6,635 |
Additional paid-in capital | 1,111,298 | 1,096,508 |
Accumulated deficit | (705,156) | (754,206) |
Accumulated other comprehensive income | 132 | 132 |
Treasury stock, at cost, 6,374,882 of treasury shares for both periods | (71,090) | (71,090) |
Total Pinnacle stockholders’ equity | 341,887 | 277,979 |
Non-controlling interest | 10,141 | 11,403 |
Total stockholders’ equity | 352,028 | 289,382 |
Total liabilities and stockholders’ equity | $ 4,657,400 | $ 4,833,682 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6,124 | $ 4,963 |
Preferred stock, par value per share | $ 1 | $ 1 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.10 | $ 0.10 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 60,657,435 | 59,979,853 |
Common stock, shares outstanding | 60,657,435 | 59,979,853 |
Treasury stock, shares | 6,374,882 | 6,374,882 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Capital Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock | Total Pinnacle Stockholders' Equity | Non-Controlling Interest |
Beginning balance, shares at Dec. 31, 2014 | 59,980 | |||||||
Beginning balance at Dec. 31, 2014 | $ 289,382 | $ 6,635 | $ 1,096,508 | $ (754,206) | $ 132 | $ (71,090) | $ 277,979 | $ 11,403 |
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 47,788 | 49,050 | 49,050 | (1,262) | ||||
Share-based compensation | 8,912 | 8,912 | 8,912 | |||||
Common stock issuance and option exercises, shares | 677 | |||||||
Common stock issuance and option exercises | 6,580 | $ 68 | 6,512 | 6,580 | ||||
Other | (634) | (634) | (634) | |||||
Ending balance, shares at Jun. 30, 2015 | 60,657 | |||||||
Ending balance at Jun. 30, 2015 | $ 352,028 | $ 6,703 | $ 1,111,298 | $ (705,156) | $ 132 | $ (71,090) | $ 341,887 | $ 10,141 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 47,788 | $ 16,752 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 129,706 | 117,084 |
Loss (gain) on sales or disposals of assets | (12,003) | 308 |
Loss from equity method investment | 83 | 0 |
Loss on early extinguishment of debt | 0 | 8,234 |
Impairment of goodwill | 3,319 | 0 |
Impairment of other indefinite-lived intangible asset | 4,966 | 0 |
Impairment of land, buildings, vessels and equipment | 2,903 | 4,708 |
Amortization of debt issuance costs and debt discounts/premiums | 2,596 | 6,330 |
Share-based compensation expense | 8,912 | 8,630 |
Change in income taxes | 28,273 | (162) |
Changes in operating assets and liabilities: | ||
Receivables, net | (5,141) | 2,302 |
Prepaid expenses and other | (3,953) | (20,237) |
Accounts payable, accrued expenses and other | (21,394) | (9,635) |
Net cash provided by operating activities | 186,055 | 134,314 |
Cash flows from investing activities: | ||
Capital expenditures | (41,749) | (149,746) |
Net proceeds from dispositions of discontinued operations and assets held for sale | 25,066 | 252,329 |
Equity method investment, inclusive of capitalized interest | 0 | (25) |
Proceeds from sales of property and equipment | 349 | 98 |
Purchase of intangible asset | (25,000) | (25,000) |
Escrow refund | 0 | 25,000 |
Loans receivable, net | (825) | 543 |
Restricted cash | 0 | 5,925 |
Net cash provided by (used in) investing activities | (42,159) | 109,124 |
Cash flows from financing activities: | ||
Proceeds from credit facility | 73,100 | 194,300 |
Repayments under credit facility | (265,100) | (473,309) |
Proceeds from common stock options exercised | 6,517 | 4,060 |
Other financing activities | (1,056) | (402) |
Net cash used in financing activities | (186,539) | (275,351) |
Change in cash and cash equivalents | (42,643) | (31,913) |
Cash and cash equivalents at the beginning of the period | 164,654 | 198,575 |
Cash and cash equivalents at the end of the period | 122,011 | 166,662 |
Supplemental Cash Flow Information: | ||
Cash paid for interest, net of amounts capitalized | 118,663 | 122,132 |
Cash refunds related to income taxes, net | (16,279) | (2,108) |
Decrease in construction-related deposits and liabilities | (6,494) | (9,521) |
Increase in accrued liabilities associated with recognized intangible asset | 0 | (25,000) |
Non-cash issuance of common stock | $ 417 | $ 172 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Organization. Pinnacle Entertainment, Inc. is an owner, operator and developer of casinos and related hospitality and entertainment facilities. References in these footnotes to “Pinnacle,” the “Company,” “we,” “our” or “us” refer to Pinnacle Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates. We own and operate 15 gaming entertainment properties, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, and Ohio. We also hold a majority interest in the racing license owner, and we are a party to a management contract, for Retama Park Racetrack located outside of San Antonio, Texas. In addition to these properties, we own and operate a live and televised poker tournament series under the trade name Heartland Poker Tour. We view each of our operating properties as an operating segment with the exception of our two properties in Jackpot, Nevada, which we view as one operating segment. For financial reporting purposes, we aggregate our operating segments into the following reportable segments: Midwest segment, which includes: Location Ameristar Council Bluffs Council Bluffs, Iowa Ameristar East Chicago East Chicago, Indiana Ameristar Kansas City Kansas City, Missouri Ameristar St. Charles St. Charles, Missouri River City St. Louis, Missouri Belterra Florence, Indiana Belterra Park Cincinnati, Ohio South segment, which includes: Location Ameristar Vicksburg Vicksburg, Mississippi Boomtown Bossier City Bossier City, Louisiana Boomtown New Orleans New Orleans, Louisiana L'Auberge Baton Rouge Baton Rouge, Louisiana L'Auberge Lake Charles Lake Charles, Louisiana West segment, which includes: Location Ameristar Black Hawk Black Hawk, Colorado Cactus Petes and Horseshu Jackpot, Nevada The operating results of Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis, and related excess land parcels (collectively, the “Lumière Place Casino and Hotels”) and excess land associated with our former Boomtown Reno property have been classified as discontinued operations in our unaudited Condensed Consolidated Statements of Operations. In April 2014, we completed the sale of the ownership interests in the Lumière Place Casino and Hotels. We completed the sale of our excess land in Reno in April 2015. For further information, see Note 7, “Discontinued Operations and Assets Held for Sale.” Our unaudited Condensed Consolidated Statements of Cash Flows have not been adjusted for discontinued operations. On July 20, 2015, we entered into a definitive agreement with Gaming and Leisure Properties, Inc. (“GLPI”), a real estate investment trust, whereby GLPI will acquire substantially all of our real estate assets in an all-stock transaction, excluding our Belterra Park property and excess land at certain locations. For more information regarding the GLPI transaction, see Note 11, “Subsequent Event.” Principles of Consolidation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (the “SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”). The results for the periods indicated are unaudited, but reflect all adjustments, which are of a normal recurring nature, that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. Investments in the common stock of unconsolidated affiliates in which we have the ability to exercise significant influence are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014. Use of Estimates. The preparation of unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and our customer loyalty programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates. Fair Value. Fair value measurements affect our accounting and impairment assessments of our long-lived assets, investments in unconsolidated affiliates, assets acquired in an acquisition, goodwill, and other intangible assets. Fair value measurements also affect our accounting for certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: “Level 1” inputs, such as quoted prices in an active market for identical assets or liabilities; “Level 2” inputs, which are observable inputs for similar assets; or “Level 3” inputs, which are unobservable inputs. The following table presents a summary of fair value measurements by level for certain liabilities measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets: Fair Value Measurements Using: Total Fair Value Level 1 Level 2 Level 3 (in millions) As of June 30, 2015 Liabilities: Deferred compensation $ 0.4 $ 0.4 $ — $ — As of December 31, 2014 Liabilities: Deferred compensation $ 0.6 $ 0.6 $ — $ — The following table presents a summary of fair value measurements by level for certain financial instruments not measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets for which it is practicable to estimate fair value: Fair Value Measurements Using: Total Carrying Amount Total Fair Value Level 1 Level 2 Level 3 (in millions) As of June 30, 2015 Assets: Held-to-maturity securities $ 14.5 $ 15.0 $ — $ 11.8 $ 3.2 Promissory notes $ 12.9 $ 19.0 $ — $ 19.0 $ — Liabilities: Long-term debt $ 3,793.3 $ 3,931.0 $ — $ 3,931.0 $ — As of December 31, 2014 Assets: Held-to-maturity securities $ 14.8 $ 21.7 $ — $ 18.5 $ 3.2 Promissory notes $ 12.0 $ 16.8 $ — $ 16.8 $ — Liabilities: Long-term debt $ 3,986.6 $ 4,029.9 $ — $ 4,029.9 $ — The estimated fair values for certain of our long-term held-to-maturity securities and our long-term promissory notes were based on Level 2 inputs using observable market data for comparable instruments in establishing prices. The estimated fair values for certain of our long-term held-to-maturity securities were based on Level 3 inputs using a present value of future cash flow valuation technique that relies on management assumptions and qualitative observations. Key significant unobservable inputs in this technique include discount rate risk premiums and probability-weighted cash flow scenarios. The estimated fair values of our long-term debt, which includes the fair value of our senior notes, senior subordinated notes, senior secured credit facility and term loans, were based on Level 2 inputs of observable market data on comparable debt instruments on or about June 30, 2015 and December 31, 2014 . The fair values of our short-term financial instruments approximate the carrying amounts due to their short-term nature. Land, Buildings, Vessels and Equipment. Land, buildings, vessels and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $35.0 million as of June 30, 2015 . We capitalize the costs of improvements that extend the life of the asset. We expense repair and maintenance costs as incurred. Gains or losses on the disposition of land, buildings, vessels and equipment are included in the determination of income. We review the carrying amounts of our land, buildings, vessels and equipment used in our operations whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from estimated future undiscounted cash flows expected to result from its use and eventual disposition. If the undiscounted cash flows exceed the carrying amount, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying amount, then an impairment charge is recorded based on the fair value of the asset. Development costs directly associated with the acquisition, development, and construction of a project are capitalized as a cost of the project, during the periods in which activities necessary to get the property ready for its intended use are in progress. The costs incurred for development projects are carried at cost. Interest costs associated with development projects are capitalized as part of the cost of the constructed asset. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project, or discernible portion of the project, is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. For further discussion, see Note 2, “Long-Term Debt.” The following table presents a summary of our land, buildings, vessels and equipment: June 30, December 31, (in millions) Land, buildings, vessels and equipment: Land and land improvements $ 423.7 $ 401.9 Buildings, vessels and improvements 2,668.4 2,677.8 Furniture, fixtures and equipment 778.5 721.9 Construction in progress 26.7 75.6 Land, buildings, vessels and equipment, gross 3,897.3 3,877.2 Less: accumulated depreciation (972.3 ) (860.2 ) Land, buildings, vessels and equipment, net $ 2,925.0 $ 3,017.0 On July 20, 2015, we entered into a definitive agreement with GLPI, whereby GLPI will acquire substantially all of our real estate assets in an all-stock transaction. For more information regarding the GLPI transaction, see Note 11, “Subsequent Event.” Equity Method Investments. We apply equity method accounting for investments when we do not control the investee, but have the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee's income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. We review our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of our investment may have experienced an other-than-temporary decline in value. Goodwill and Other Intangible Assets. Goodwill consists of the excess of the acquisition cost over the fair value of the net assets acquired in business combinations. Indefinite-lived intangible assets include gaming licenses, trademarks, and a racing license. Goodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment. Amortizing intangible assets include customer relationships and favorable leasehold interests. We review amortizing intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. During the second quarter of 2015, we determined that there was an indication of impairment on the assets of Pinnacle Retama Partners, LLC (“PRP”) due to the lack of legislative progress and on-going negative operating results at Retama Park Racetrack. As a result, we recognized non-cash impairments of the goodwill of PRP and the Retama Park Racetrack license of $3.3 million and $5.0 million , respectively, which fully impaired these intangible assets. The impairments were measured using probability-weighted discounted cash flow models, which utilized Level 3 inputs. These impairment charges are included in “Write-downs, reserves and recoveries, net” in our unaudited Condensed Consolidated Statements of Operations. See Note 5, “Write-downs, Reserves and Recoveries, Net,” and Note 6, “Investments and Acquisition Activities.” There were no impairments to goodwill or other intangible assets recognized during the three months or six months ended June 30, 2014 . In April 2015, we made our final installment payment of $25.0 million for Belterra Park's video lottery terminal license, which we had accrued as of December 31, 2014 in “Other accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets. Customer Loyalty Programs. We offer incentives to our customers through our my choice customer loyalty program. Under the my choice customer loyalty program, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under the plan will be forfeited if the customer does not earn or use any reward credits over the prior six-month period. In addition, based on their level of play, customers can earn additional benefits without redeeming points, such as a car lease, among other items. We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. As of June 30, 2015 and December 31, 2014 , we had accrued $27.3 million and $26.6 million , respectively, for the estimated cost of providing my choice benefits. Such amounts are included in “Other accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets. Revenue Recognition. Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons. Cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gaming revenue. Food and beverage, lodging, retail, entertainment, and other operating revenues are recognized as products are delivered or services are performed. Advance deposits on lodging are recorded as accrued liabilities until services are provided to the customer. The retail value of food and beverage, lodging and other services furnished to guests on a complimentary basis is included in revenues and then deducted as promotional allowances in calculating total revenues. The estimated cost of providing such promotional allowances is primarily included in gaming expenses. Complimentary revenues that have been excluded from the accompanying unaudited Condensed Consolidated Statements of Operations were as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Food and beverage $ 34.8 $ 33.7 $ 69.9 $ 66.9 Lodging 16.0 15.1 31.1 31.1 Other 4.7 4.4 9.2 8.2 Total promotional allowances $ 55.5 $ 53.2 $ 110.2 $ 106.2 The costs to provide such complimentary benefits were as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Promotional allowance costs included in gaming expense $ 44.1 $ 39.3 $ 83.4 $ 77.4 Gaming Taxes. We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment on our gaming revenues and are recorded as a gaming expense in our unaudited Condensed Consolidated Statements of Operations. These taxes were as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Gaming taxes $ 148.4 $ 141.5 $ 293.1 $ 274.3 Pre-opening, Development and Other Costs. Pre-opening, development and other costs consist of payroll costs to hire, employ and train the workforce prior to opening an operating facility; marketing campaigns prior to and in connection with the opening; legal and professional fees related to the project but not otherwise attributable to depreciable assets; lease payments; real estate taxes; acquisition costs; restructuring costs; and other costs prior to the opening of an operating facility. Pre-opening, development and other costs are expensed as incurred. Pre-opening, development and other costs consist of the following: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Ameristar acquisition (1) $ 0.2 $ 2.0 $ 0.6 $ 2.4 Belterra Park (2) — 4.7 — 7.4 Other (3) 5.9 0.2 7.1 0.5 Total pre-opening, development and other costs $ 6.1 $ 6.9 $ 7.7 $ 10.3 (1) Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar Casinos, Inc. (“Ameristar”). (2) Belterra Park opened on May 1, 2014. (3) For the three and six months ended June 30, 2015 , total includes $5.6 million and $6.3 million , respectively, of cost associated with the separation of our real estate assets from our operating assets. Earnings Per Share. The computation of basic and diluted earnings per share (“EPS”) is based on net income (loss) attributable to Pinnacle Entertainment, Inc. divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. Diluted earnings per share reflect the addition of potentially dilutive securities, which include in-the-money stock options and restricted stocks units. A total of 0.1 million , 0.8 million , and 1.3 million out-of-the-money stock options were excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2015 , and for the six months ended June 30, 2014, respectively, because including them would have been anti-dilutive. For the three months ended June 30, 2014, we recorded a loss from continuing operations. Accordingly, the potential dilution from the assumed exercise of stock options is anti-dilutive. As a result, basic earnings per share is equal to diluted earnings per share for the period. For the three months ended June 30, 2014, a total of 1.4 million out-of-the-money stock options that could potentially dilute basic earnings per share in the future were not included in the computation of diluted earnings per share. Reclassifications. The unaudited Condensed Consolidated Financial Statements reflect certain reclassifications to prior year amounts to conform to classification in the current period. These reclassifications had no effect on the previously reported net income (loss) amounts. Recently Issued Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update in connection with reporting discontinued operations and disclosures of disposals of components of entities. The accounting standards update changes the criteria for reporting discontinued operations. Under the amendment, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (ii) the component of an entity or group of components of an entity is disposed of by sale; and (iii) the component of an entity or group of components of an entity is disposed of other than by sale. This new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all business activities, on acquisition, that are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We adopted this guidance during the first quarter of 2015 and it did not have a material impact on our unaudited Condensed Consolidated Financial Statements. In May 2014, as part of its ongoing efforts to assist in the convergence of GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB approved the deferral of this new standard to be effective for fiscal years beginning after December 15, 2017. We are currently evaluating the impact of adopting this accounting standard on our unaudited Condensed Consolidated Financial Statements. In June 2014, the FASB issued an accounting standards update with respect to performance share awards. This accounting standards update requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period or periods for which the requisite service has already been rendered. The effective date for this update is for the annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our unaudited Condensed Consolidated Financial Statements. In April 2015, the FASB issued an accounting standards update 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. 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 date for this update is for the annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our unaudited Condensed Consolidated Financial Statements. A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Given the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: June 30, 2015 Outstanding Principal Unamortized (Discount) Premium Long-Term Debt, Net (in millions) Senior Secured Credit Facility: Revolving Credit Facility $ 475.1 $ — $ 475.1 Term B-2 Loans due 2020 721.7 (18.9 ) 702.8 6.375% Senior Notes due 2021 850.0 — 850.0 7.50% Senior Notes due 2021 1,040.0 50.3 1,090.3 7.75% Senior Subordinated Notes due 2022 325.0 — 325.0 8.75% Senior Subordinated Notes due 2020 350.0 — 350.0 Other 0.1 — 0.1 Total debt including current maturities 3,761.9 31.4 3,793.3 Less current maturities (11.0 ) — (11.0 ) Total long-term debt $ 3,750.9 $ 31.4 $ 3,782.3 December 31, 2014 Outstanding Principal Unamortized (Discount) Premium Long-Term Debt, Net (in millions) Senior Secured Credit Facility: Revolving Credit Facility $ 606.6 $ — $ 606.6 Term B-2 Loans due 2020 782.2 (21.1 ) 761.1 6.375% Senior Notes due 2021 850.0 — 850.0 7.50% Senior Notes due 2021 1,040.0 53.8 1,093.8 7.75% Senior Subordinated Notes due 2022 325.0 — 325.0 8.75% Senior Subordinated Notes due 2020 350.0 — 350.0 Other 0.1 — 0.1 Total debt including current maturities 3,953.9 32.7 3,986.6 Less current maturities (11.0 ) — (11.0 ) Total long-term debt $ 3,942.9 $ 32.7 $ 3,975.6 Senior Secured Credit Facility: In August 2013, we entered into an Amended and Restated Credit Agreement (“Credit Facility”), which amended and restated our Fourth Amended and Restated Credit Agreement dated as of August 2, 2011, as amended. The Credit Facility consists of (i) $1.6 billion of term loans comprised of $500.0 million of Tranche B-1 term loans and $1.1 billion of Tranche B-2 term loans and (ii) a $1.0 billion revolving credit commitment. As of June 30, 2015 , we had approximately $475.1 million drawn under the $1.0 billion revolving credit facility, approximately $721.7 million outstanding principal Tranche B-2 term loan debt, and approximately $12.0 million committed under various letters of credit under our Credit Facility. We fully repaid the outstanding principal balances of our Tranche B-1 term loans during 2014. The outstanding principal on the Tranche B-2 term loans has been discounted on issuance for the reduction in the proceeds received when the transaction was consummated. 6.375% Senior Notes due 2021: In August 2013, we issued $850.0 million in aggregate principal amount of 6.375% senior notes due 2021 (“ 6.375% Notes”) to fund the acquisition of Ameristar. The 6.375% Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on February 1st and August 1st of each year. The 6.375% Notes mature on August 1, 2021. Net of initial purchasers’ fees and various costs and expenses, proceeds from the offering were approximately $835.0 million . 7.50% Senior Notes due 2021: As part of the acquisition of Ameristar, we assumed $1.04 billion in aggregate principal amount of 7.50% Senior Notes due 2021 (“ 7.50% Notes”) that were originally issued by Ameristar. The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on April 15th and October 15th of each year. The 7.50% Notes mature on April 15, 2021. The 7.50% Notes were recorded at fair value as part of the purchase price allocation with a premium of $72.8 million . In addition, a consent fee payment to the holders of the 7.50% Notes at acquisition was included as a discount component of the total carrying amount. 7.75% Senior Subordinated Notes due 2022: In March 2012, we issued $325.0 million in aggregate principal amount of 7.75% senior subordinated notes due 2022 (“ 7.75% Notes”). The 7.75% Notes were issued at par with interest payable on April 1st and October 1st of each year. The 7.75% Notes mature on April 1, 2022. Net of initial purchasers’ fees and various costs and expenses, proceeds from the offering were approximately $318.3 million . 8.75% Senior Subordinated Notes due 2020: In May 2010, we issued $350.0 million in aggregate principal amount of 8.75% senior subordinated notes due 2020 (“ 8.75% Notes”). The 8.75% Notes were issued at par with interest payable on May 15th and November 15th of each year. The 8.75% Notes mature on May 15, 2020. Net of the initial purchasers' fees and various costs and expenses, proceeds from the offering were approximately $341.5 million . Financing in Connection with GLPI Transaction In connection with the transactions contemplated by the Merger Agreement (as defined in Note 11, “Subsequent Event”), we have entered into a commitment letter, dated July 20, 2015, with certain lenders to provide the required debt financing. For more information regarding the GLPI transaction, see Note 11, “Subsequent Event.” Interest expense, net, was as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Interest expense $ 60.1 $ 62.9 $ 121.2 $ 131.5 Interest income (0.1 ) (0.1 ) (0.1 ) (0.2 ) Capitalized interest — (0.8 ) — (2.5 ) Interest expense, net $ 60.0 $ 62.0 $ 121.1 $ 128.8 Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing. During the six months ended June 30, 2014, we capitalized interest on our Belterra Park re-development project and our Boomtown New Orleans hotel. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our effective tax rate for continuing operations for the three and six months ended June 30, 2015 , was 25.5% , or an expense of $5.4 million , and 19.3% or an expense of $10.3 million , respectively, as compared to an effective tax rate of 32.1% , or a benefit of $1.1 million and 6.3% or an expense of $1.1 million , respectively, for the corresponding prior year periods. Our tax rate differs from the statutory rate of 35.0% due to the effects of permanent items, deferred tax expense on tax amortization of indefinite-lived intangible assets, state taxes, and a reserve for unrecognized tax benefits. Our state tax provision represents taxes in the jurisdictions of Indiana and Louisiana as well as the city jurisdictions in Missouri, where we have no valuation allowance. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Share-based Compensation: As of June 30, 2015 , we had approximately 7.4 million share-based awards outstanding, including common stock options, restricted stock units, and performance stock units, which are detailed below. Our 2015 Equity and Performance Incentive Plan has approximately 0.5 million share-based awards available for grant as of June 30, 2015 . We recorded share-based compensation expense as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Share-based compensation expense $ 4.8 $ 5.5 $ 8.9 $ 8.7 Stock options: The following table summarizes information related to our common stock options: Number of Stock Options Weighted Average Exercise Price Options outstanding at January 1, 2015 5,568,628 $ 15.17 Granted 169,090 $ 26.51 Exercised (389,351 ) $ 17.36 Canceled or forfeited (24,503 ) $ 21.55 Options outstanding at June 30, 2015 5,323,864 $ 15.34 Options exercisable at June 30, 2015 3,600,813 $ 12.66 Expected to vest after June 30, 2015 1,318,444 $ 21.12 The unamortized compensation costs not yet expensed related to stock options totaled approximately $13.5 million as of June 30, 2015 . The weighted average period over which the costs are expected to be recognized is approximately two years. The aggregate amount of cash we received from the exercise of stock options was $6.5 million and $4.1 million for the six months ended June 30, 2015 , and 2014, respectively. The associated shares were newly issued common stock. The following information is provided for our stock options: For the six months ended June 30, 2015 2014 Weighted-average grant date fair value $ 9.44 $ 9.08 Restricted Stock Units: The following table summarizes information related to our restricted stock units: Number of Units Weighted Average Grant Date Fair Value Non-vested at January 1, 2015 1,212,933 $ 22.20 Granted 172,741 $ 26.32 Vested (141,470 ) $ 20.60 Canceled or forfeited (17,734 ) $ 24.14 Non-vested at June 30, 2015 1,226,470 $ 22.93 The unamortized compensation costs not yet expensed, related to non-vested restricted stock units, totaled approximately $23.8 million as of June 30, 2015 . The weighted average period over which the costs are expected to be recognized is approximately two years. Performance Stock Units : The following table summarizes information related to our performance stock units: Number of Units Weighted Average Grant Date Fair Value Non-vested at January 1, 2015 520,322 $ 23.64 Granted — $ — Canceled or forfeited — $ — Non-vested at June 30, 2015 520,322 $ 23.64 |
Write-downs, Reserves and Recov
Write-downs, Reserves and Recoveries, Net | 6 Months Ended |
Jun. 30, 2015 | |
Write Downs Reserves And Recoveries Net Abstract | |
Write-downs, Reserves and Recoveries, Net | Write-downs, Reserves and Recoveries, Net During the three and six months ended June 30, 2015 , we recognized net losses of $0.3 million and $3.4 million , respectively. Items included in both the three and six months ended June 30, 2015 include the non-cash impairments of PRP's goodwill and the Retama Park Racetrack license of $3.3 million and $5.0 million , respectively, net losses related to disposals and impairments of slot and other equipment at our properties in the normal course of business, and a gain recognized on the disposition of land in Springfield, Massachusetts of $8.4 million . In addition to these items, the six months ended June 30, 2015 include a $2.6 million non-cash impairment of land in Central City, Colorado, which was recognized in the first quarter of 2015. During the three and six months ended June 30, 2014 , we recognized net losses of $2.6 million and $3.2 million , respectively. The losses related to a $2.9 million lease abandonment charge from the consolidation of our Las Vegas headquarters recognized during the second quarter of 2014, offset by gains during the three months ended June 30, 2014 , and net losses related to disposals of slot and other equipment at our properties in the normal course of business during the six months ended June 30, 2014 . |
Investments and Acquisition Act
Investments and Acquisition Activities | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments and Acquisition Activities | Investments and Acquisition Activities Equity Method Investment: We have invested in a land re-vitalization project in downtown St. Louis, which is accounted for under the equity method and included in “Other assets, net” in our unaudited Condensed Consolidated Balance Sheets. For the six months ended June 30, 2015 , our proportional share of the investment's losses totaled $0.1 million . As of June 30, 2015 , and December 31, 2014 , the carrying amount of this investment was $1.7 million and $1.8 million , respectively. Retama Park Racetrack: We hold 75.5% of the equity of PRP and consolidate the accounts of PRP in our unaudited Condensed Consolidated Financial Statements. During the second quarter of 2015, we determined that there was an indication of impairment on the assets of PRP due to the lack of legislative progress and on-going negative operating results at Retama Park Racetrack. As a result, we recorded non-cash impairments of the goodwill of PRP and the Retama Park Racetrack license of $3.3 million and $5.0 million , respectively, in the three months ended June 30, 2015 . As of June 30, 2015 , PRP held $12.9 million in promissory notes issued by Retama Development Corporation (“RDC”), a local government corporation of the City of Selma, Texas, included in “Other assets, net” in our unaudited Condensed Consolidated Balance Sheets. The promissory notes have long-term contractual maturities and are collateralized by Retama Park Racetrack assets. The contractual terms of these promissory notes include interest payments due at maturity. We have not recorded accrued interest on these promissory notes because uncertainty exists as to RDC's ability to make interest payments. As of June 30, 2015 , we held, at amortized cost, $11.3 million in local government corporation bonds, with long-term contractual maturities, issued by RDC, included in “Other assets, net” in our unaudited Condensed Consolidated Balance Sheets. We have both the intent and ability to hold these investments until the amortized cost is recovered. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Assets Held for Sale | Discontinued Operations and Assets Held for Sale Assets held for sale are measured at the lower of carrying amount or estimated fair value less cost to sell. The results of operations of a component or group of components that has either been disposed of or is classified as held for sale is included in discontinued operations when certain criteria are met. The fair value of the assets to be sold was determined using a market approach using Level 2 inputs, as defined in Note 1, “Summary of Significant Accounting Policies.” Lumiére Place Casino and Hotels: In August 2013, we entered into an Equity Interest Purchase Agreement to sell the ownership interests in certain of our subsidiaries, which own and operate the Lumiére Place Casino and Hotels. During 2014, we completed the sale of the ownership interests in these subsidiaries for net cash consideration of $250.3 million . Boomtown Reno: In April 2015, we completed the sale of approximately 783 acres of land associated with our former Boomtown Reno operations, with a carrying amount of $8.3 million , for cash consideration of $13.1 million , resulting in a gain on disposition of $4.8 million , net of costs to sell. Total discontinued operations: Revenues and income from discontinued operations, net of income taxes, are summarized as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Revenues $ — $ — $ — $ 41.0 Income (loss) before income taxes 5.1 (0.1 ) 5.3 0.2 Income tax benefit (expense) (0.4 ) 0.1 (0.4 ) 0.1 Income from discontinued operations, net of income taxes $ 4.7 $ — $ 4.9 $ 0.3 Springfield, Massachusetts: In April 2015, we completed the sale of approximately forty acres of land in Springfield, Massachusetts, originally purchased by Ameristar for a possible future casino resort, with a carrying amount of $3.5 million , for cash consideration of $12.0 million , resulting in a gain on disposition of $8.4 million , net of costs to sell. This gain is included in “Write-downs, reserves and recoveries, net” in our unaudited Condensed Consolidated Statements of Operations. Central City, Colorado: We own approximately two acres of land in Central City, Colorado, which is classified as held for sale. During the first quarter of 2015, we recorded a $2.6 million non-cash impairment charge, to reduce the carrying amount of the asset to its estimated fair value less cost to sell. This impairment charge is included in “Write-downs, reserves and recoveries, net” in our unaudited Condensed Consolidated Statements of Operations. Net assets for entities and operations classified as held for sale are summarized as follows: June 30, December 31, (in millions) Assets: Land, buildings, vessels and equipment, net $ 0.7 $ 11.8 Other assets, net 9.3 9.4 Total assets $ 10.0 $ 21.2 Liabilities: Total liabilities $ 0.1 $ 0.4 Net assets $ 9.9 $ 20.8 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Self-Insurance: We self-insure various levels of general liability, workers' compensation, and medical coverage at most of our properties. Insurance reserves include accruals for estimated settlements for known claims, as well as accruals for estimates of claims not yet made. As of June 30, 2015 and December 31, 2014, we had total self-insurance accruals of $24.4 million , which are included in “Total current liabilities” in our unaudited Condensed Consolidated Balance Sheets. Indiana Tax Dispute: In 2008, the Indiana Department of Revenue (the “IDR”) commenced an examination of our Indiana income tax filings for the years 2005, 2006, and 2007. In 2010, we received a proposed assessment in the amount of $7.3 million , excluding interest and penalties. We filed a protest requesting abatement of all taxes, interest and penalties and had two hearings with the IDR where we provided additional facts and support. At issue is whether income and gains from certain asset sales, including the sale of the Hollywood Park Racetrack in 1999, and other transactions outside of Indiana, such as the Aztar merger termination fee in 2006, which we reported on our Indiana state tax returns for the years 2000 through 2007, resulted in business income subject to apportionment. In April 2012, we received a supplemental letter of findings from the IDR that denied our protest on most counts. In the supplemental letter of findings, the IDR did not raise any new technical arguments or advance any new theory that would alter our judgment regarding the recognition or measurement of the unrecognized tax benefit related to this audit. We believe that our tax return position is sustainable on the merits. In June 2012, we filed a tax appeal petition with the Indiana Tax Court to set aside the final assessment. In August 2013, we filed a Motion for Partial Summary Judgment on the 1999 Hollywood Park sale. We asked the court to grant summary judgment in our favor based on the technical merit of Indiana tax law. In January 2014, oral arguments were held at the Indiana Tax Court regarding our motion for summary judgment. In June 2015, the Indiana Tax Court issued its decision on our motion for summary judgment, in which the court denied our motion for summary judgment and set the case for trial. Other: We are a party to a number of other pending legal proceedings. Management does not expect that the outcome of such proceedings, either individually or in the aggregate, will have a material effect on our financial position, cash flows or results of operations. |
Consolidating Condensed Financi
Consolidating Condensed Financial Information | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Financial Information | Consolidating Condensed Financial Information Our subsidiaries (excluding subsidiaries with approximately $46.6 million in cash and other assets as of June 30, 2015 , that include a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries) have fully, unconditionally, jointly, and severally guaranteed the payment of all obligations under our senior and senior subordinated notes and our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following: Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) Statements of Operations For the three months ended June 30, 2015 Revenues: Gaming $ — $ 519.3 $ — $ — $ 519.3 Food and beverage — 31.5 — — 31.5 Lodging — 13.1 — — 13.1 Retail, entertainment and other — 18.1 — — 18.1 — 582.0 — — 582.0 Expenses: Gaming — 282.0 — — 282.0 Food and beverage — 29.0 — — 29.0 Lodging — 6.3 — — 6.3 Retail, entertainment and other — 8.1 — — 8.1 General and administrative 23.5 83.5 0.1 — 107.1 Depreciation and amortization 2.0 59.9 — — 61.9 Pre-opening, development and other costs 6.0 0.1 — — 6.1 Write-downs, reserves and recoveries, net — (8.1 ) 8.4 — 0.3 31.5 460.8 8.5 — 500.8 Operating income (loss) (31.5 ) 121.2 (8.5 ) — 81.2 Equity in earnings of subsidiaries 83.2 — — (83.2 ) — Interest expense, net (60.0 ) — — — (60.0 ) Income (loss) from continuing operations before inter-company activity and income taxes (8.3 ) 121.2 (8.5 ) (83.2 ) 21.2 Management fee and inter-company interest 35.5 (35.5 ) — — — Income tax expense (5.4 ) — — — (5.4 ) Income (loss) from continuing operations 21.8 85.7 (8.5 ) (83.2 ) 15.8 Income from discontinued operations, net of income taxes — 4.7 — — 4.7 Net income (loss) 21.8 90.4 (8.5 ) (83.2 ) 20.5 Net loss attributable to non-controlling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to Pinnacle Entertainment, Inc. $ 21.8 $ 90.4 $ (7.2 ) $ (83.2 ) $ 21.8 Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) For the six months ended June 30, 2015 Revenues: Gaming $ — $ 1,033.7 $ — $ — $ 1,033.7 Food and beverage — 63.5 — — 63.5 Lodging — 24.6 — — 24.6 Retail, entertainment and other — 33.0 — — 33.0 — 1,154.8 — — 1,154.8 Expenses: Gaming — 546.8 — — 546.8 Food and beverage — 58.2 — — 58.2 Lodging — 12.1 — — 12.1 Retail, entertainment and other — 13.2 — — 13.2 General and administrative 45.7 163.6 0.1 — 209.4 Depreciation and amortization 6.3 123.4 — — 129.7 Pre-opening, development and other costs 7.4 0.2 0.1 — 7.7 Write-downs, reserves and recoveries, net 3.0 (8.0 ) 8.4 — 3.4 62.4 909.5 8.6 — 980.5 Operating income (loss) (62.4 ) 245.3 (8.6 ) — 174.3 Equity in earnings of subsidiaries 171.4 — — (171.4 ) — Interest expense, net (121.1 ) — — — (121.1 ) Loss from equity method investment — — (0.1 ) — (0.1 ) Income (loss) from continuing operations before inter-company activity and income taxes (12.1 ) 245.3 (8.7 ) (171.4 ) 53.1 Management fee and inter-company interest 71.4 (71.4 ) — — — Income tax expense (10.3 ) — — — (10.3 ) Income (loss) from continuing operations 49.0 173.9 (8.7 ) (171.4 ) 42.8 Income from discontinued operations, net of income taxes — 4.9 — — 4.9 Net income (loss) 49.0 178.8 (8.7 ) (171.4 ) 47.7 Net loss attributable to non-controlling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to Pinnacle Entertainment, Inc. $ 49.0 $ 178.8 $ (7.4 ) $ (171.4 ) $ 49.0 Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) For the three months ended June 30, 2014 Revenues: Gaming $ — $ 493.3 $ — $ — $ 493.3 Food and beverage — 30.4 — — 30.4 Lodging — 13.8 — — 13.8 Retail, entertainment and other — 17.7 — — 17.7 — 555.2 — — 555.2 Expenses: Gaming — 266.6 — — 266.6 Food and beverage — 28.2 — — 28.2 Lodging — 6.5 — — 6.5 Retail, entertainment and other — 6.7 — — 6.7 General and administrative 28.6 83.4 0.1 — 112.1 Depreciation and amortization 1.8 56.9 — — 58.7 Pre-opening, development and other costs 2.1 4.7 0.2 — 7.0 Write-downs, reserves and recoveries, net 3.0 (0.4 ) — — 2.6 35.5 452.6 0.3 — 488.4 Operating income (loss) (35.5 ) 102.6 (0.3 ) — 66.8 Equity in earnings of subsidiaries 65.1 — — (65.1 ) — Interest expense, net (62.8 ) 0.8 — — (62.0 ) Loss on early extinguishment of debt (8.2 ) — — — (8.2 ) Income (loss) from continuing operations before inter-company activity and income taxes (41.4 ) 103.4 (0.3 ) (65.1 ) (3.4 ) Management fee and inter-company interest 38.0 (38.0 ) — — — Income tax benefit 1.1 — — — 1.1 Income (loss) from continuing operations (2.3 ) 65.4 (0.3 ) (65.1 ) (2.3 ) Income (loss) from discontinued operations, net of income taxes — — — — — Net income (loss) $ (2.3 ) $ 65.4 $ (0.3 ) $ (65.1 ) $ (2.3 ) Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) For the six months ended June 30, 2014 Revenues: Gaming $ — $ 973.4 $ — $ — $ 973.4 Food and beverage — 58.0 — — 58.0 Lodging — 24.6 — — 24.6 Retail, entertainment and other — 32.0 — — 32.0 — 1,088.0 — — 1,088.0 Expenses: Gaming — 514.6 — — 514.6 Food and beverage — 52.9 — — 52.9 Lodging — 11.6 — — 11.6 Retail, entertainment and other — 11.3 — — 11.3 General and administrative 51.3 161.0 0.1 — 212.4 Depreciation and amortization 3.5 113.6 — — 117.1 Pre-opening, development and other costs 2.6 7.5 0.2 — 10.3 Write-downs, reserves and recoveries, net 3.0 0.2 — — 3.2 60.4 872.7 0.3 — 933.4 Operating income (loss) (60.4 ) 215.3 (0.3 ) — 154.6 Equity in earnings of subsidiaries 141.1 — — (141.1 ) — Interest expense, net (131.2 ) 2.4 — — (128.8 ) Loss on early extinguishment of debt (8.2 ) — — — (8.2 ) Income (loss) from continuing operations before inter-company activity and income taxes (58.7 ) 217.7 (0.3 ) (141.1 ) 17.6 Management fee and inter-company interest 76.6 (76.6 ) — — — Income tax expense (1.1 ) — — — (1.1 ) Income (loss) from continuing operations 16.8 141.1 (0.3 ) (141.1 ) 16.5 Income (loss) from discontinued operations, net of income taxes — 0.4 (0.1 ) — 0.3 Net income (loss) $ 16.8 $ 141.5 $ (0.4 ) $ (141.1 ) $ 16.8 Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) Balance Sheets As of June 30, 2015 Current assets, excluding discontinued operations $ 45.9 $ 144.3 $ 16.2 $ — $ 206.4 Property and equipment, net 26.4 2,893.4 5.2 — 2,925.0 Goodwill — 916.0 — — 916.0 Intangible assets, net — 516.4 — — 516.4 Other non-current assets 54.2 4.2 25.2 — 83.6 Investment in subsidiaries 4,567.6 — — (4,567.6 ) — Assets held for sale and assets of discontinued operations 0.7 9.3 — — 10.0 Inter-company — 534.9 — (534.9 ) — Total assets $ 4,694.8 $ 5,018.5 $ 46.6 $ (5,102.5 ) $ 4,657.4 Current liabilities, excluding discontinued operations $ 91.8 $ 204.9 $ — $ — $ 296.7 Long-term debt less current portion 3,782.2 0.1 — — 3,782.3 Other non-current liabilities (54.7 ) 281.0 — — 226.3 Liabilities held for sale and liabilities of discontinued operations — 0.1 — — 0.1 Inter-company 533.6 — 1.3 (534.9 ) — Total liabilities 4,352.9 486.1 1.3 (534.9 ) 4,305.4 Total Pinnacle stockholders' equity 341.9 4,532.4 35.2 (4,567.6 ) 341.9 Non-controlling interest — — 10.1 — 10.1 Total equity 341.9 4,532.4 45.3 (4,567.6 ) 352.0 Total liabilities and stockholders' equity $ 4,694.8 $ 5,018.5 $ 46.6 $ (5,102.5 ) $ 4,657.4 As of December 31, 2014 Current assets, excluding discontinued operations $ 73.4 $ 184.5 $ 23.3 $ (23.3 ) $ 257.9 Property and equipment, net 34.3 2,977.2 5.4 — 3,016.9 Goodwill — 916.0 3.3 — 919.3 Intangible assets, net — 524.3 5.0 — 529.3 Other non-current assets 60.0 4.6 24.4 — 89.0 Investment in subsidiaries 4,470.8 — — (4,470.8 ) — Assets held for sale and assets of discontinued operations 3.6 17.7 — — 21.3 Inter-company — 352.0 — (352.0 ) — Total assets $ 4,642.1 $ 4,976.3 $ 61.4 $ (4,846.1 ) $ 4,833.7 Current liabilities, excluding discontinued operations $ 100.8 $ 273.1 $ — $ (23.3 ) $ 350.6 Long-term debt less current portion 3,975.5 0.1 — — 3,975.6 Other non-current liabilities (63.0 ) 280.7 — — 217.7 Liabilities held for sale and liabilities of discontinued operations — 0.4 — — 0.4 Inter-company 350.8 — 1.2 (352.0 ) — Total liabilities 4,364.1 554.3 1.2 (375.3 ) 4,544.3 Total Pinnacle stockholders' equity 278.0 4,422.0 48.8 (4,470.8 ) 278.0 Non-controlling interest — — 11.4 — 11.4 Total equity 278.0 4,422.0 60.2 (4,470.8 ) 289.4 Total liabilities and stockholders' equity $ 4,642.1 $ 4,976.3 $ 61.4 $ (4,846.1 ) $ 4,833.7 Pinnacle Entertainment, Inc. 100% Owned Guarantor Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) Statements of Cash Flows For the six months ended June 30, 2015 Cash provided by operating activities $ 161.1 $ 7.9 $ 17.0 $ — $ 186.0 Capital expenditures (3.3 ) (38.4 ) — — (41.7 ) Net proceeds from dispositions of discontinued operations and assets held for sale — 25.1 — — 25.1 Purchase of intangible asset — (25.0 ) — — (25.0 ) Other 25.1 (24.8 ) (0.9 ) — (0.6 ) Cash provided by (used in) investing activities 21.8 (63.1 ) (0.9 ) — (42.2 ) Proceeds from credit facility 73.1 — — — 73.1 Repayments under credit facility (265.1 ) — — — (265.1 ) Other 5.5 — — — 5.5 Cash used in financing activities (186.5 ) — — — (186.5 ) Change in cash and cash equivalents (3.6 ) (55.2 ) 16.1 — (42.7 ) Cash and cash equivalents, beginning of period 6.4 158.3 — — 164.7 Cash and cash equivalents, end of period $ 2.8 $ 103.1 $ 16.1 $ — $ 122.0 For the six months ended June 30, 2014 Cash provided by (used in) operating activities $ (4.8 ) $ 142.3 $ (3.2 ) $ — $ 134.3 Capital expenditures (7.2 ) (142.6 ) — — (149.8 ) Net proceeds from disposition of discontinued operations and assets held for sale — 252.3 — — 252.3 Purchase of intangible asset — (25.0 ) — — (25.0 ) Escrow refund — 25.0 — — 25.0 Restricted cash 5.9 — — — 5.9 Other 253.0 (252.6 ) 0.3 — 0.7 Cash provided by (used in) investing activities 251.7 (142.9 ) 0.3 — 109.1 Proceeds from credit facility 194.3 — — — 194.3 Repayments under credit facility (473.3 ) — — — (473.3 ) Other 3.7 — — — 3.7 Cash used in financing activities (275.3 ) — — — (275.3 ) Change in cash and cash equivalents (28.4 ) (0.6 ) (2.9 ) — (31.9 ) Cash and cash equivalents, beginning of period 28.6 142.3 27.7 — 198.6 Cash and cash equivalents, end of period $ 0.2 $ 141.7 $ 24.8 $ — $ 166.7 _______________________ (a) As of June 30, 2015 , the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; and Ameristar Casino East Chicago, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes. (b) Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $46.6 million in cash and other assets as of June 30, 2015 , that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information We use Consolidated Adjusted EBITDA (as defined below) and Adjusted EBITDA (as defined below) for each segment to compare operating results among our segments and allocate resources. The following table highlights our Adjusted EBITDA for each segment and reconciles Consolidated Adjusted EBITDA to Income (loss) from continuing operations for the three and six months ended June 30, 2015 , and 2014 . For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Revenues: Midwest segment (a) $ 322.9 $ 296.4 $ 636.8 $ 576.7 South segment (a) 200.5 203.7 404.1 403.7 West segment (a) 57.2 53.7 110.9 104.3 580.6 553.8 1,151.8 1,084.7 Corporate and other (c) 1.4 1.4 3.0 3.3 Total revenues $ 582.0 $ 555.2 $ 1,154.8 $ 1,088.0 Adjusted EBITDA (b): Midwest segment (a) $ 96.0 $ 84.2 $ 196.8 $ 174.3 South segment (a) 59.0 62.0 126.5 126.7 West segment (a) 20.1 19.1 40.7 37.3 175.1 165.3 364.0 338.3 Corporate expenses and other (c) (20.8 ) (24.7 ) (40.0 ) (44.5 ) Consolidated Adjusted EBITDA (b) $ 154.3 $ 140.6 $ 324.0 $ 293.8 Other benefits (costs): Depreciation and amortization (61.9 ) (58.8 ) (129.7 ) (117.1 ) Pre-opening, development and other costs (6.1 ) (6.9 ) (7.7 ) (10.3 ) Non-cash share-based compensation expense (4.8 ) (5.5 ) (8.9 ) (8.7 ) Write-downs, reserves and recoveries, net (0.3 ) (2.6 ) (3.4 ) (3.2 ) Interest expense, net (60.0 ) (62.0 ) (121.1 ) (128.8 ) Loss from equity method investment — — (0.1 ) — Loss on early extinguishment of debt — (8.2 ) — (8.2 ) Income tax benefit (expense) (5.4 ) 1.1 (10.3 ) (1.1 ) Income (loss) from continuing operations $ 15.8 $ (2.3 ) $ 42.8 $ 16.4 For the six months ended June 30, 2015 2014 (in millions) Capital expenditures: Midwest segment (a) $ 22.8 $ 112.8 South segment (a) 12.0 26.6 West segment (a) 3.6 2.4 Corporate and other, including development projects and discontinued operations 3.3 7.9 $ 41.7 $ 149.7 (a) See Note 1, “Summary of Significant Accounting Policies,” for listing of properties included in each segment. (b) We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening, development and other costs separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. (c) Corporate and other includes revenues from Retama Park Racetrack (which we manage) and the Heartland Poker Tour. Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Corporate expenses that are directly attributable to a property are allocated to each applicable property. All other costs incurred relating to the management and consulting services provided by corporate headquarters to the properties are allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On July 20, 2015, we entered into a definitive agreement with GLPI. Pursuant to the terms of the definitive agreement, we will separate our operating assets (and certain real estate assets) and liabilities into a newly formed subsidiary (“OpCo”) and we will distribute to our stockholders, on a pro rata basis, all of the issued and outstanding shares of common stock of OpCo (such distribution referred to as the “Spin-Off”). As a result, Pinnacle stockholders will receive one share of OpCo common stock for each share of Pinnacle common stock that they own. Gold Merger Sub, LLC, a wholly owned subsidiary of GLPI (“Merger Sub”), will then merge with and into Pinnacle (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of GLPI (the “Merger Agreement”). At the effective time of the Merger, each share of common stock, par value $0.10 per share, of Pinnacle (the “Pinnacle Common Stock”) issued and outstanding immediately prior to the effective time (other than shares of Pinnacle Common Stock (i) owned or held in treasury by Pinnacle or (ii) owned by GLPI, its subsidiaries or Merger Sub) will be canceled and converted automatically into the right to receive 0.85 shares of common stock, par value $0.01 per share, of GLPI. After the closing of the Merger, OpCo will own Belterra Park and excess land not acquired by GLPI. OpCo will operate the gaming facilities acquired by GLPI under a triple-net 10 -year master lease agreement that will have five subsequent, five -year extension periods at OpCo’s option. OpCo will initially pay GLPI $377 million in rent in the first year after the Merger. The consummation of the Merger is subject to customary conditions, including without limitation, receipt of regulatory approvals and the approval by stockholders of GLPI and Pinnacle. If approved by the stockholders of Pinnacle and GLPI, we anticipate that the transaction will close in the first quarter of 2016. In connection with the transactions contemplated by the definitive agreement, including the Merger and Spin-Off, GLPI will refinance approximately $2.7 billion (subject to certain adjustments) of principal amount of Pinnacle debt, with the remaining outstanding debt to be refinanced by OpCo at closing. We have entered into a commitment letter, dated July 20, 2015, with certain lenders to provide the debt financing required by OpCo. In connection with the commitment letter, the lenders have agreed to provide us with financing in an aggregate principal amount of $1.1 billion , comprised of a (i) $900 million senior secured term loan bridge facility and (ii) $200 million senior secured revolving credit facility (collectively, the “Facilities”). The Facilities would mature on the one year anniversary of the initial borrowings under the Facilities. The interest rates on the Facilities would be based on customary market LIBOR or base rates plus an applicable margin. The obligations of OpCo and the guarantors under the Facilities would be secured by substantially all assets of OpCo and the guarantors, subject to certain exceptions. Funding of the lenders’ commitments is subject to certain customary conditions, including, but not limited to, receipt of financial information, delivery of customary documentation relating to OpCo and its subsidiaries and consummation of the Spin-Off. We expect to obtain permanent financing for the transaction prior to the closing date, which would replace the Facilities described above. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization. Pinnacle Entertainment, Inc. is an owner, operator and developer of casinos and related hospitality and entertainment facilities. References in these footnotes to “Pinnacle,” the “Company,” “we,” “our” or “us” refer to Pinnacle Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates. We own and operate 15 gaming entertainment properties, located in Colorado, Indiana, Iowa, Louisiana, Mississippi, Missouri, Nevada, and Ohio. We also hold a majority interest in the racing license owner, and we are a party to a management contract, for Retama Park Racetrack located outside of San Antonio, Texas. In addition to these properties, we own and operate a live and televised poker tournament series under the trade name Heartland Poker Tour. We view each of our operating properties as an operating segment with the exception of our two properties in Jackpot, Nevada, which we view as one operating segment. For financial reporting purposes, we aggregate our operating segments into the following reportable segments: Midwest segment, which includes: Location Ameristar Council Bluffs Council Bluffs, Iowa Ameristar East Chicago East Chicago, Indiana Ameristar Kansas City Kansas City, Missouri Ameristar St. Charles St. Charles, Missouri River City St. Louis, Missouri Belterra Florence, Indiana Belterra Park Cincinnati, Ohio South segment, which includes: Location Ameristar Vicksburg Vicksburg, Mississippi Boomtown Bossier City Bossier City, Louisiana Boomtown New Orleans New Orleans, Louisiana L'Auberge Baton Rouge Baton Rouge, Louisiana L'Auberge Lake Charles Lake Charles, Louisiana West segment, which includes: Location Ameristar Black Hawk Black Hawk, Colorado Cactus Petes and Horseshu Jackpot, Nevada The operating results of Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis, and related excess land parcels (collectively, the “Lumière Place Casino and Hotels”) and excess land associated with our former Boomtown Reno property have been classified as discontinued operations in our unaudited Condensed Consolidated Statements of Operations. In April 2014, we completed the sale of the ownership interests in the Lumière Place Casino and Hotels. We completed the sale of our excess land in Reno in April 2015. For further information, see Note 7, “Discontinued Operations and Assets Held for Sale.” Our unaudited Condensed Consolidated Statements of Cash Flows have not been adjusted for discontinued operations. On July 20, 2015, we entered into a definitive agreement with Gaming and Leisure Properties, Inc. (“GLPI”), a real estate investment trust, whereby GLPI will acquire substantially all of our real estate assets in an all-stock transaction, excluding our Belterra Park property and excess land at certain locations. For more information regarding the GLPI transaction, see Note 11, “Subsequent Event.” |
Principles of Consolidation | Principles of Consolidation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (the “SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”). The results for the periods indicated are unaudited, but reflect all adjustments, which are of a normal recurring nature, that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. Investments in the common stock of unconsolidated affiliates in which we have the ability to exercise significant influence are accounted for under the equity method. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014. |
Use of Estimates | Use of Estimates. The preparation of unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and our customer loyalty programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates. |
Fair Value | Fair Value. Fair value measurements affect our accounting and impairment assessments of our long-lived assets, investments in unconsolidated affiliates, assets acquired in an acquisition, goodwill, and other intangible assets. Fair value measurements also affect our accounting for certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured according to a hierarchy that includes: “Level 1” inputs, such as quoted prices in an active market for identical assets or liabilities; “Level 2” inputs, which are observable inputs for similar assets; or “Level 3” inputs, which are unobservable inputs. |
Land, Buildings, Vessels and Equipment | Land, Buildings, Vessels and Equipment. Land, buildings, vessels and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $35.0 million as of June 30, 2015 . We capitalize the costs of improvements that extend the life of the asset. We expense repair and maintenance costs as incurred. Gains or losses on the disposition of land, buildings, vessels and equipment are included in the determination of income. We review the carrying amounts of our land, buildings, vessels and equipment used in our operations whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from estimated future undiscounted cash flows expected to result from its use and eventual disposition. If the undiscounted cash flows exceed the carrying amount, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying amount, then an impairment charge is recorded based on the fair value of the asset. Development costs directly associated with the acquisition, development, and construction of a project are capitalized as a cost of the project, during the periods in which activities necessary to get the property ready for its intended use are in progress. The costs incurred for development projects are carried at cost. Interest costs associated with development projects are capitalized as part of the cost of the constructed asset. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project, or discernible portion of the project, is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. For further discussion, see Note 2, “Long-Term Debt.” |
Equity Method Investments | Equity Method Investments. We apply equity method accounting for investments when we do not control the investee, but have the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee's income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. We review our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of our investment may have experienced an other-than-temporary decline in value. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets. Goodwill consists of the excess of the acquisition cost over the fair value of the net assets acquired in business combinations. Indefinite-lived intangible assets include gaming licenses, trademarks, and a racing license. Goodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment. Amortizing intangible assets include customer relationships and favorable leasehold interests. We review amortizing intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. |
Customer Loyalty Programs | Customer Loyalty Programs. We offer incentives to our customers through our my choice customer loyalty program. Under the my choice customer loyalty program, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under the plan will be forfeited if the customer does not earn or use any reward credits over the prior six-month period. In addition, based on their level of play, customers can earn additional benefits without redeeming points, such as a car lease, among other items. We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. |
Revenue Recognition | Revenue Recognition. Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons. Cash discounts and other cash incentives to customers related to gaming play are recorded as a reduction to gaming revenue. Food and beverage, lodging, retail, entertainment, and other operating revenues are recognized as products are delivered or services are performed. Advance deposits on lodging are recorded as accrued liabilities until services are provided to the customer. The retail value of food and beverage, lodging and other services furnished to guests on a complimentary basis is included in revenues and then deducted as promotional allowances in calculating total revenues. The estimated cost of providing such promotional allowances is primarily included in gaming expenses. |
Gaming Taxes | Gaming Taxes. We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment on our gaming revenues and are recorded as a gaming expense in our unaudited Condensed Consolidated Statements of Operations. |
Pre-opening, Development and Other Costs | Pre-opening, Development and Other Costs. Pre-opening, development and other costs consist of payroll costs to hire, employ and train the workforce prior to opening an operating facility; marketing campaigns prior to and in connection with the opening; legal and professional fees related to the project but not otherwise attributable to depreciable assets; lease payments; real estate taxes; acquisition costs; restructuring costs; and other costs prior to the opening of an operating facility. Pre-opening, development and other costs are expensed as incurred. |
Earnings Per Share | Earnings Per Share. The computation of basic and diluted earnings per share (“EPS”) is based on net income (loss) attributable to Pinnacle Entertainment, Inc. divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively. Diluted earnings per share reflect the addition of potentially dilutive securities, which include in-the-money stock options and restricted stocks units. |
Reclassifications | Reclassifications. The unaudited Condensed Consolidated Financial Statements reflect certain reclassifications to prior year amounts to conform to classification in the current period. These reclassifications had no effect on the previously reported net income (loss) amounts. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standards update in connection with reporting discontinued operations and disclosures of disposals of components of entities. The accounting standards update changes the criteria for reporting discontinued operations. Under the amendment, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (ii) the component of an entity or group of components of an entity is disposed of by sale; and (iii) the component of an entity or group of components of an entity is disposed of other than by sale. This new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all business activities, on acquisition, that are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We adopted this guidance during the first quarter of 2015 and it did not have a material impact on our unaudited Condensed Consolidated Financial Statements. In May 2014, as part of its ongoing efforts to assist in the convergence of GAAP and International Financial Reporting Standards, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. In July 2015, the FASB approved the deferral of this new standard to be effective for fiscal years beginning after December 15, 2017. We are currently evaluating the impact of adopting this accounting standard on our unaudited Condensed Consolidated Financial Statements. In June 2014, the FASB issued an accounting standards update with respect to performance share awards. This accounting standards update requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period or periods for which the requisite service has already been rendered. The effective date for this update is for the annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our unaudited Condensed Consolidated Financial Statements. In April 2015, the FASB issued an accounting standards update 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. 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 date for this update is for the annual and interim periods beginning after December 15, 2015. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our unaudited Condensed Consolidated Financial Statements. A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Given the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value of Liabilities Measured on Recurring Basis | The following table presents a summary of fair value measurements by level for certain liabilities measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets: Fair Value Measurements Using: Total Fair Value Level 1 Level 2 Level 3 (in millions) As of June 30, 2015 Liabilities: Deferred compensation $ 0.4 $ 0.4 $ — $ — As of December 31, 2014 Liabilities: Deferred compensation $ 0.6 $ 0.6 $ — $ — |
Fair Value Measurements Not Measured on a Recurring Basis | The following table presents a summary of fair value measurements by level for certain financial instruments not measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets for which it is practicable to estimate fair value: Fair Value Measurements Using: Total Carrying Amount Total Fair Value Level 1 Level 2 Level 3 (in millions) As of June 30, 2015 Assets: Held-to-maturity securities $ 14.5 $ 15.0 $ — $ 11.8 $ 3.2 Promissory notes $ 12.9 $ 19.0 $ — $ 19.0 $ — Liabilities: Long-term debt $ 3,793.3 $ 3,931.0 $ — $ 3,931.0 $ — As of December 31, 2014 Assets: Held-to-maturity securities $ 14.8 $ 21.7 $ — $ 18.5 $ 3.2 Promissory notes $ 12.0 $ 16.8 $ — $ 16.8 $ — Liabilities: Long-term debt $ 3,986.6 $ 4,029.9 $ — $ 4,029.9 $ — |
Summary of Land, Buildings, Vessels and Equipment | The following table presents a summary of our land, buildings, vessels and equipment: June 30, December 31, (in millions) Land, buildings, vessels and equipment: Land and land improvements $ 423.7 $ 401.9 Buildings, vessels and improvements 2,668.4 2,677.8 Furniture, fixtures and equipment 778.5 721.9 Construction in progress 26.7 75.6 Land, buildings, vessels and equipment, gross 3,897.3 3,877.2 Less: accumulated depreciation (972.3 ) (860.2 ) Land, buildings, vessels and equipment, net $ 2,925.0 $ 3,017.0 |
Schedule of Complimentary Revenue | Complimentary revenues that have been excluded from the accompanying unaudited Condensed Consolidated Statements of Operations were as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Food and beverage $ 34.8 $ 33.7 $ 69.9 $ 66.9 Lodging 16.0 15.1 31.1 31.1 Other 4.7 4.4 9.2 8.2 Total promotional allowances $ 55.5 $ 53.2 $ 110.2 $ 106.2 The costs to provide such complimentary benefits were as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Promotional allowance costs included in gaming expense $ 44.1 $ 39.3 $ 83.4 $ 77.4 |
Schedule of Gaming Taxes | These gaming taxes are an assessment on our gaming revenues and are recorded as a gaming expense in our unaudited Condensed Consolidated Statements of Operations. These taxes were as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Gaming taxes $ 148.4 $ 141.5 $ 293.1 $ 274.3 |
Schedule of Pre-opening, Development and Other Costs | Pre-opening, development and other costs consist of the following: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Ameristar acquisition (1) $ 0.2 $ 2.0 $ 0.6 $ 2.4 Belterra Park (2) — 4.7 — 7.4 Other (3) 5.9 0.2 7.1 0.5 Total pre-opening, development and other costs $ 6.1 $ 6.9 $ 7.7 $ 10.3 (1) Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar Casinos, Inc. (“Ameristar”). (2) Belterra Park opened on May 1, 2014. (3) For the three and six months ended June 30, 2015 , total includes $5.6 million and $6.3 million , respectively, of cost associated with the separation of our real estate assets from our operating assets. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: June 30, 2015 Outstanding Principal Unamortized (Discount) Premium Long-Term Debt, Net (in millions) Senior Secured Credit Facility: Revolving Credit Facility $ 475.1 $ — $ 475.1 Term B-2 Loans due 2020 721.7 (18.9 ) 702.8 6.375% Senior Notes due 2021 850.0 — 850.0 7.50% Senior Notes due 2021 1,040.0 50.3 1,090.3 7.75% Senior Subordinated Notes due 2022 325.0 — 325.0 8.75% Senior Subordinated Notes due 2020 350.0 — 350.0 Other 0.1 — 0.1 Total debt including current maturities 3,761.9 31.4 3,793.3 Less current maturities (11.0 ) — (11.0 ) Total long-term debt $ 3,750.9 $ 31.4 $ 3,782.3 December 31, 2014 Outstanding Principal Unamortized (Discount) Premium Long-Term Debt, Net (in millions) Senior Secured Credit Facility: Revolving Credit Facility $ 606.6 $ — $ 606.6 Term B-2 Loans due 2020 782.2 (21.1 ) 761.1 6.375% Senior Notes due 2021 850.0 — 850.0 7.50% Senior Notes due 2021 1,040.0 53.8 1,093.8 7.75% Senior Subordinated Notes due 2022 325.0 — 325.0 8.75% Senior Subordinated Notes due 2020 350.0 — 350.0 Other 0.1 — 0.1 Total debt including current maturities 3,953.9 32.7 3,986.6 Less current maturities (11.0 ) — (11.0 ) Total long-term debt $ 3,942.9 $ 32.7 $ 3,975.6 |
Schedule of Interest Expense, Net | Interest expense, net, was as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Interest expense $ 60.1 $ 62.9 $ 121.2 $ 131.5 Interest income (0.1 ) (0.1 ) (0.1 ) (0.2 ) Capitalized interest — (0.8 ) — (2.5 ) Interest expense, net $ 60.0 $ 62.0 $ 121.1 $ 128.8 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-Based Compensation Expense | We recorded share-based compensation expense as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Share-based compensation expense $ 4.8 $ 5.5 $ 8.9 $ 8.7 |
Schedule of Stock Option Activity | The following table summarizes information related to our common stock options: Number of Stock Options Weighted Average Exercise Price Options outstanding at January 1, 2015 5,568,628 $ 15.17 Granted 169,090 $ 26.51 Exercised (389,351 ) $ 17.36 Canceled or forfeited (24,503 ) $ 21.55 Options outstanding at June 30, 2015 5,323,864 $ 15.34 Options exercisable at June 30, 2015 3,600,813 $ 12.66 Expected to vest after June 30, 2015 1,318,444 $ 21.12 |
Schedule of Stock Option Information | The following information is provided for our stock options: For the six months ended June 30, 2015 2014 Weighted-average grant date fair value $ 9.44 $ 9.08 |
Schedule of Restricted Stock Units Activity | The following table summarizes information related to our restricted stock units: Number of Units Weighted Average Grant Date Fair Value Non-vested at January 1, 2015 1,212,933 $ 22.20 Granted 172,741 $ 26.32 Vested (141,470 ) $ 20.60 Canceled or forfeited (17,734 ) $ 24.14 Non-vested at June 30, 2015 1,226,470 $ 22.93 |
Schedule of Performance Stock Units Activity | The following table summarizes information related to our performance stock units: Number of Units Weighted Average Grant Date Fair Value Non-vested at January 1, 2015 520,322 $ 23.64 Granted — $ — Canceled or forfeited — $ — Non-vested at June 30, 2015 520,322 $ 23.64 |
Discontinued Operations and A23
Discontinued Operations and Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Net assets for entities and operations classified as held for sale are summarized as follows: June 30, December 31, (in millions) Assets: Land, buildings, vessels and equipment, net $ 0.7 $ 11.8 Other assets, net 9.3 9.4 Total assets $ 10.0 $ 21.2 Liabilities: Total liabilities $ 0.1 $ 0.4 Net assets $ 9.9 $ 20.8 Revenues and income from discontinued operations, net of income taxes, are summarized as follows: For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Revenues $ — $ — $ — $ 41.0 Income (loss) before income taxes 5.1 (0.1 ) 5.3 0.2 Income tax benefit (expense) (0.4 ) 0.1 (0.4 ) 0.1 Income from discontinued operations, net of income taxes $ 4.7 $ — $ 4.9 $ 0.3 |
Consolidating Condensed Finan24
Consolidating Condensed Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Schedule of Condensed Consolidating Financial Statements | In lieu thereof, we include the following: Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) Statements of Operations For the three months ended June 30, 2015 Revenues: Gaming $ — $ 519.3 $ — $ — $ 519.3 Food and beverage — 31.5 — — 31.5 Lodging — 13.1 — — 13.1 Retail, entertainment and other — 18.1 — — 18.1 — 582.0 — — 582.0 Expenses: Gaming — 282.0 — — 282.0 Food and beverage — 29.0 — — 29.0 Lodging — 6.3 — — 6.3 Retail, entertainment and other — 8.1 — — 8.1 General and administrative 23.5 83.5 0.1 — 107.1 Depreciation and amortization 2.0 59.9 — — 61.9 Pre-opening, development and other costs 6.0 0.1 — — 6.1 Write-downs, reserves and recoveries, net — (8.1 ) 8.4 — 0.3 31.5 460.8 8.5 — 500.8 Operating income (loss) (31.5 ) 121.2 (8.5 ) — 81.2 Equity in earnings of subsidiaries 83.2 — — (83.2 ) — Interest expense, net (60.0 ) — — — (60.0 ) Income (loss) from continuing operations before inter-company activity and income taxes (8.3 ) 121.2 (8.5 ) (83.2 ) 21.2 Management fee and inter-company interest 35.5 (35.5 ) — — — Income tax expense (5.4 ) — — — (5.4 ) Income (loss) from continuing operations 21.8 85.7 (8.5 ) (83.2 ) 15.8 Income from discontinued operations, net of income taxes — 4.7 — — 4.7 Net income (loss) 21.8 90.4 (8.5 ) (83.2 ) 20.5 Net loss attributable to non-controlling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to Pinnacle Entertainment, Inc. $ 21.8 $ 90.4 $ (7.2 ) $ (83.2 ) $ 21.8 Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) For the six months ended June 30, 2015 Revenues: Gaming $ — $ 1,033.7 $ — $ — $ 1,033.7 Food and beverage — 63.5 — — 63.5 Lodging — 24.6 — — 24.6 Retail, entertainment and other — 33.0 — — 33.0 — 1,154.8 — — 1,154.8 Expenses: Gaming — 546.8 — — 546.8 Food and beverage — 58.2 — — 58.2 Lodging — 12.1 — — 12.1 Retail, entertainment and other — 13.2 — — 13.2 General and administrative 45.7 163.6 0.1 — 209.4 Depreciation and amortization 6.3 123.4 — — 129.7 Pre-opening, development and other costs 7.4 0.2 0.1 — 7.7 Write-downs, reserves and recoveries, net 3.0 (8.0 ) 8.4 — 3.4 62.4 909.5 8.6 — 980.5 Operating income (loss) (62.4 ) 245.3 (8.6 ) — 174.3 Equity in earnings of subsidiaries 171.4 — — (171.4 ) — Interest expense, net (121.1 ) — — — (121.1 ) Loss from equity method investment — — (0.1 ) — (0.1 ) Income (loss) from continuing operations before inter-company activity and income taxes (12.1 ) 245.3 (8.7 ) (171.4 ) 53.1 Management fee and inter-company interest 71.4 (71.4 ) — — — Income tax expense (10.3 ) — — — (10.3 ) Income (loss) from continuing operations 49.0 173.9 (8.7 ) (171.4 ) 42.8 Income from discontinued operations, net of income taxes — 4.9 — — 4.9 Net income (loss) 49.0 178.8 (8.7 ) (171.4 ) 47.7 Net loss attributable to non-controlling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to Pinnacle Entertainment, Inc. $ 49.0 $ 178.8 $ (7.4 ) $ (171.4 ) $ 49.0 Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) For the three months ended June 30, 2014 Revenues: Gaming $ — $ 493.3 $ — $ — $ 493.3 Food and beverage — 30.4 — — 30.4 Lodging — 13.8 — — 13.8 Retail, entertainment and other — 17.7 — — 17.7 — 555.2 — — 555.2 Expenses: Gaming — 266.6 — — 266.6 Food and beverage — 28.2 — — 28.2 Lodging — 6.5 — — 6.5 Retail, entertainment and other — 6.7 — — 6.7 General and administrative 28.6 83.4 0.1 — 112.1 Depreciation and amortization 1.8 56.9 — — 58.7 Pre-opening, development and other costs 2.1 4.7 0.2 — 7.0 Write-downs, reserves and recoveries, net 3.0 (0.4 ) — — 2.6 35.5 452.6 0.3 — 488.4 Operating income (loss) (35.5 ) 102.6 (0.3 ) — 66.8 Equity in earnings of subsidiaries 65.1 — — (65.1 ) — Interest expense, net (62.8 ) 0.8 — — (62.0 ) Loss on early extinguishment of debt (8.2 ) — — — (8.2 ) Income (loss) from continuing operations before inter-company activity and income taxes (41.4 ) 103.4 (0.3 ) (65.1 ) (3.4 ) Management fee and inter-company interest 38.0 (38.0 ) — — — Income tax benefit 1.1 — — — 1.1 Income (loss) from continuing operations (2.3 ) 65.4 (0.3 ) (65.1 ) (2.3 ) Income (loss) from discontinued operations, net of income taxes — — — — — Net income (loss) $ (2.3 ) $ 65.4 $ (0.3 ) $ (65.1 ) $ (2.3 ) Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) For the six months ended June 30, 2014 Revenues: Gaming $ — $ 973.4 $ — $ — $ 973.4 Food and beverage — 58.0 — — 58.0 Lodging — 24.6 — — 24.6 Retail, entertainment and other — 32.0 — — 32.0 — 1,088.0 — — 1,088.0 Expenses: Gaming — 514.6 — — 514.6 Food and beverage — 52.9 — — 52.9 Lodging — 11.6 — — 11.6 Retail, entertainment and other — 11.3 — — 11.3 General and administrative 51.3 161.0 0.1 — 212.4 Depreciation and amortization 3.5 113.6 — — 117.1 Pre-opening, development and other costs 2.6 7.5 0.2 — 10.3 Write-downs, reserves and recoveries, net 3.0 0.2 — — 3.2 60.4 872.7 0.3 — 933.4 Operating income (loss) (60.4 ) 215.3 (0.3 ) — 154.6 Equity in earnings of subsidiaries 141.1 — — (141.1 ) — Interest expense, net (131.2 ) 2.4 — — (128.8 ) Loss on early extinguishment of debt (8.2 ) — — — (8.2 ) Income (loss) from continuing operations before inter-company activity and income taxes (58.7 ) 217.7 (0.3 ) (141.1 ) 17.6 Management fee and inter-company interest 76.6 (76.6 ) — — — Income tax expense (1.1 ) — — — (1.1 ) Income (loss) from continuing operations 16.8 141.1 (0.3 ) (141.1 ) 16.5 Income (loss) from discontinued operations, net of income taxes — 0.4 (0.1 ) — 0.3 Net income (loss) $ 16.8 $ 141.5 $ (0.4 ) $ (141.1 ) $ 16.8 Pinnacle Entertainment, Inc. 100% Owned Guarantor Subsidiaries(a) Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) Balance Sheets As of June 30, 2015 Current assets, excluding discontinued operations $ 45.9 $ 144.3 $ 16.2 $ — $ 206.4 Property and equipment, net 26.4 2,893.4 5.2 — 2,925.0 Goodwill — 916.0 — — 916.0 Intangible assets, net — 516.4 — — 516.4 Other non-current assets 54.2 4.2 25.2 — 83.6 Investment in subsidiaries 4,567.6 — — (4,567.6 ) — Assets held for sale and assets of discontinued operations 0.7 9.3 — — 10.0 Inter-company — 534.9 — (534.9 ) — Total assets $ 4,694.8 $ 5,018.5 $ 46.6 $ (5,102.5 ) $ 4,657.4 Current liabilities, excluding discontinued operations $ 91.8 $ 204.9 $ — $ — $ 296.7 Long-term debt less current portion 3,782.2 0.1 — — 3,782.3 Other non-current liabilities (54.7 ) 281.0 — — 226.3 Liabilities held for sale and liabilities of discontinued operations — 0.1 — — 0.1 Inter-company 533.6 — 1.3 (534.9 ) — Total liabilities 4,352.9 486.1 1.3 (534.9 ) 4,305.4 Total Pinnacle stockholders' equity 341.9 4,532.4 35.2 (4,567.6 ) 341.9 Non-controlling interest — — 10.1 — 10.1 Total equity 341.9 4,532.4 45.3 (4,567.6 ) 352.0 Total liabilities and stockholders' equity $ 4,694.8 $ 5,018.5 $ 46.6 $ (5,102.5 ) $ 4,657.4 As of December 31, 2014 Current assets, excluding discontinued operations $ 73.4 $ 184.5 $ 23.3 $ (23.3 ) $ 257.9 Property and equipment, net 34.3 2,977.2 5.4 — 3,016.9 Goodwill — 916.0 3.3 — 919.3 Intangible assets, net — 524.3 5.0 — 529.3 Other non-current assets 60.0 4.6 24.4 — 89.0 Investment in subsidiaries 4,470.8 — — (4,470.8 ) — Assets held for sale and assets of discontinued operations 3.6 17.7 — — 21.3 Inter-company — 352.0 — (352.0 ) — Total assets $ 4,642.1 $ 4,976.3 $ 61.4 $ (4,846.1 ) $ 4,833.7 Current liabilities, excluding discontinued operations $ 100.8 $ 273.1 $ — $ (23.3 ) $ 350.6 Long-term debt less current portion 3,975.5 0.1 — — 3,975.6 Other non-current liabilities (63.0 ) 280.7 — — 217.7 Liabilities held for sale and liabilities of discontinued operations — 0.4 — — 0.4 Inter-company 350.8 — 1.2 (352.0 ) — Total liabilities 4,364.1 554.3 1.2 (375.3 ) 4,544.3 Total Pinnacle stockholders' equity 278.0 4,422.0 48.8 (4,470.8 ) 278.0 Non-controlling interest — — 11.4 — 11.4 Total equity 278.0 4,422.0 60.2 (4,470.8 ) 289.4 Total liabilities and stockholders' equity $ 4,642.1 $ 4,976.3 $ 61.4 $ (4,846.1 ) $ 4,833.7 Pinnacle Entertainment, Inc. 100% Owned Guarantor Non- Guarantor Subsidiaries(b) Consolidating and Eliminating Entries Pinnacle Entertainment, Inc. Consolidated (in millions) Statements of Cash Flows For the six months ended June 30, 2015 Cash provided by operating activities $ 161.1 $ 7.9 $ 17.0 $ — $ 186.0 Capital expenditures (3.3 ) (38.4 ) — — (41.7 ) Net proceeds from dispositions of discontinued operations and assets held for sale — 25.1 — — 25.1 Purchase of intangible asset — (25.0 ) — — (25.0 ) Other 25.1 (24.8 ) (0.9 ) — (0.6 ) Cash provided by (used in) investing activities 21.8 (63.1 ) (0.9 ) — (42.2 ) Proceeds from credit facility 73.1 — — — 73.1 Repayments under credit facility (265.1 ) — — — (265.1 ) Other 5.5 — — — 5.5 Cash used in financing activities (186.5 ) — — — (186.5 ) Change in cash and cash equivalents (3.6 ) (55.2 ) 16.1 — (42.7 ) Cash and cash equivalents, beginning of period 6.4 158.3 — — 164.7 Cash and cash equivalents, end of period $ 2.8 $ 103.1 $ 16.1 $ — $ 122.0 For the six months ended June 30, 2014 Cash provided by (used in) operating activities $ (4.8 ) $ 142.3 $ (3.2 ) $ — $ 134.3 Capital expenditures (7.2 ) (142.6 ) — — (149.8 ) Net proceeds from disposition of discontinued operations and assets held for sale — 252.3 — — 252.3 Purchase of intangible asset — (25.0 ) — — (25.0 ) Escrow refund — 25.0 — — 25.0 Restricted cash 5.9 — — — 5.9 Other 253.0 (252.6 ) 0.3 — 0.7 Cash provided by (used in) investing activities 251.7 (142.9 ) 0.3 — 109.1 Proceeds from credit facility 194.3 — — — 194.3 Repayments under credit facility (473.3 ) — — — (473.3 ) Other 3.7 — — — 3.7 Cash used in financing activities (275.3 ) — — — (275.3 ) Change in cash and cash equivalents (28.4 ) (0.6 ) (2.9 ) — (31.9 ) Cash and cash equivalents, beginning of period 28.6 142.3 27.7 — 198.6 Cash and cash equivalents, end of period $ 0.2 $ 141.7 $ 24.8 $ — $ 166.7 _______________________ (a) As of June 30, 2015 , the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; and Ameristar Casino East Chicago, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes. (b) Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $46.6 million in cash and other assets as of June 30, 2015 , that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table highlights our Adjusted EBITDA for each segment and reconciles Consolidated Adjusted EBITDA to Income (loss) from continuing operations for the three and six months ended June 30, 2015 , and 2014 . For the three months ended June 30, For the six months ended June 30, 2015 2014 2015 2014 (in millions) Revenues: Midwest segment (a) $ 322.9 $ 296.4 $ 636.8 $ 576.7 South segment (a) 200.5 203.7 404.1 403.7 West segment (a) 57.2 53.7 110.9 104.3 580.6 553.8 1,151.8 1,084.7 Corporate and other (c) 1.4 1.4 3.0 3.3 Total revenues $ 582.0 $ 555.2 $ 1,154.8 $ 1,088.0 Adjusted EBITDA (b): Midwest segment (a) $ 96.0 $ 84.2 $ 196.8 $ 174.3 South segment (a) 59.0 62.0 126.5 126.7 West segment (a) 20.1 19.1 40.7 37.3 175.1 165.3 364.0 338.3 Corporate expenses and other (c) (20.8 ) (24.7 ) (40.0 ) (44.5 ) Consolidated Adjusted EBITDA (b) $ 154.3 $ 140.6 $ 324.0 $ 293.8 Other benefits (costs): Depreciation and amortization (61.9 ) (58.8 ) (129.7 ) (117.1 ) Pre-opening, development and other costs (6.1 ) (6.9 ) (7.7 ) (10.3 ) Non-cash share-based compensation expense (4.8 ) (5.5 ) (8.9 ) (8.7 ) Write-downs, reserves and recoveries, net (0.3 ) (2.6 ) (3.4 ) (3.2 ) Interest expense, net (60.0 ) (62.0 ) (121.1 ) (128.8 ) Loss from equity method investment — — (0.1 ) — Loss on early extinguishment of debt — (8.2 ) — (8.2 ) Income tax benefit (expense) (5.4 ) 1.1 (10.3 ) (1.1 ) Income (loss) from continuing operations $ 15.8 $ (2.3 ) $ 42.8 $ 16.4 For the six months ended June 30, 2015 2014 (in millions) Capital expenditures: Midwest segment (a) $ 22.8 $ 112.8 South segment (a) 12.0 26.6 West segment (a) 3.6 2.4 Corporate and other, including development projects and discontinued operations 3.3 7.9 $ 41.7 $ 149.7 (a) See Note 1, “Summary of Significant Accounting Policies,” for listing of properties included in each segment. (b) We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening, development and other costs separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. (c) Corporate and other includes revenues from Retama Park Racetrack (which we manage) and the Heartland Poker Tour. Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Corporate expenses that are directly attributable to a property are allocated to each applicable property. All other costs incurred relating to the management and consulting services provided by corporate headquarters to the properties are allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015USD ($)propertyshares | Jun. 30, 2014shares | Jun. 30, 2015USD ($)propertyshares | Jun. 30, 2014USD ($)shares | Dec. 31, 2014USD ($) | |
Number of casinos owned and operated | property | 15 | 15 | |||
Land not used in operations | $ 35,000 | $ 35,000 | |||
Impairment of goodwill | 3,319 | $ 0 | |||
Impairment of other indefinite-lived intangible asset | 4,966 | 0 | |||
Payments to acquire intangible assets | 25,000 | $ 25,000 | |||
Customer Loyalty Program liability | $ 27,300 | $ 27,300 | $ 26,600 | ||
Antidilutive securities | |||||
Out-of-the-money stock options excluded from calculation of diluted earnings per share | shares | 0.1 | 1.4 | 0.8 | 1.3 | |
Retama Partners | |||||
Impairment of goodwill | $ 3,319 | ||||
Impairment of other indefinite-lived intangible asset | $ 4,966 | ||||
Belterra Park | |||||
Payments to acquire intangible assets | $ 25,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Summary of Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity securities | $ 14.5 | $ 14.8 |
Promissory notes | 12.9 | 12 |
Long-term debt | 3,793.3 | 3,986.6 |
Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity securities, fair value | 15 | 21.7 |
Promissory notes, fair value | 19 | 16.8 |
Long-term debt, fair value | 3,931 | 4,029.9 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | 0.4 | 0.6 |
Level 1 | Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity securities, fair value | 0 | 0 |
Promissory notes, fair value | 0 | 0 |
Long-term debt, fair value | 0 | 0 |
Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | 0.4 | 0.6 |
Level 2 | Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity securities, fair value | 11.8 | 18.5 |
Promissory notes, fair value | 19 | 16.8 |
Long-term debt, fair value | 3,931 | 4,029.9 |
Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | 0 | 0 |
Level 3 | Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity securities, fair value | 3.2 | 3.2 |
Promissory notes, fair value | 0 | 0 |
Long-term debt, fair value | 0 | 0 |
Level 3 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | $ 0 | $ 0 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Summary of Land, Buildings, Vessels and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Land, buildings, vessels and equipment: | ||
Land and land improvements | $ 423,700 | $ 401,900 |
Buildings, vessels and improvements | 2,668,400 | 2,677,800 |
Furniture, fixtures and equipment | 778,500 | 721,900 |
Construction in progress | 26,700 | 75,600 |
Land, buildings, vessels and equipment, gross | 3,897,300 | 3,877,200 |
Less: accumulated depreciation | (972,300) | (860,200) |
Land, buildings, vessels and equipment, net | $ 2,925,030 | $ 3,017,009 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Summary of Complimentary Revenue and Associated Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Food and beverage | $ 34.8 | $ 33.7 | $ 69.9 | $ 66.9 |
Lodging | 16 | 15.1 | 31.1 | 31.1 |
Other | 4.7 | 4.4 | 9.2 | 8.2 |
Total promotional allowances | 55.5 | 53.2 | 110.2 | 106.2 |
Promotional allowance costs included in gaming expense | $ 44.1 | $ 39.3 | $ 83.4 | $ 77.4 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Summary of Gaming Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Gaming taxes | $ 148.4 | $ 141.5 | $ 293.1 | $ 274.3 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Pre-opening, Development and Other Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Pre-opening, development and other costs | $ 6,108 | $ 6,907 | $ 7,675 | $ 10,319 | |
Costs associated with REIT spin off | 5,600 | 6,300 | |||
Ameristar | |||||
Pre-opening, development and other costs | [1] | 200 | 2,000 | 600 | 2,400 |
Belterra Park | |||||
Pre-opening, development and other costs | [2] | 0 | 4,700 | 0 | 7,400 |
Corporate And Other Including Properties Under Development | |||||
Pre-opening, development and other costs | [3] | $ 5,900 | $ 200 | $ 7,100 | $ 500 |
[1] | Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar Casinos, Inc. (“Ameristar”). | ||||
[2] | Belterra Park opened on May 1, 2014. | ||||
[3] | For the three and six months ended June 30, 2015, total includes $5.6 million and $6.3 million, respectively, of cost associated with the separation of our real estate assets from our operating assets. |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | $ 3,761,900 | $ 3,953,900 |
Debt Instrument, Unamortized (Discount) Premium | 31,400 | 32,700 |
Long-term Debt, Net | 3,793,300 | 3,986,600 |
Long-term Debt, Current Maturities | (11,006) | (11,006) |
Long-term Debt, Excluding Current Maturities, Outstanding Principal | 3,750,900 | 3,942,900 |
Long-Term Debt Less Current Portion | 3,782,322 | 3,975,648 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 475,100 | 606,600 |
Debt Instrument, Unamortized (Discount) Premium | 0 | 0 |
Long-term Debt, Net | 475,100 | 606,600 |
Term B-2 Loans due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 721,700 | 782,200 |
Debt Instrument, Unamortized (Discount) Premium | (18,900) | (21,100) |
Long-term Debt, Net | 702,800 | 761,100 |
6.375% Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 850,000 | 850,000 |
Debt Instrument, Unamortized (Discount) Premium | 0 | 0 |
Long-term Debt, Net | 850,000 | 850,000 |
7.50% Senior Notes due 2021 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 1,040,000 | 1,040,000 |
Debt Instrument, Unamortized (Discount) Premium | 50,300 | 53,800 |
Long-term Debt, Net | 1,090,300 | 1,093,800 |
7.75% Senior Subordinated Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 325,000 | 325,000 |
Debt Instrument, Unamortized (Discount) Premium | 0 | 0 |
Long-term Debt, Net | 325,000 | 325,000 |
8.75% Senior Subordinated Notes due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 350,000 | 350,000 |
Debt Instrument, Unamortized (Discount) Premium | 0 | 0 |
Long-term Debt, Net | 350,000 | 350,000 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Outstanding Principal | 100 | 100 |
Debt Instrument, Unamortized (Discount) Premium | 0 | 0 |
Long-term Debt, Net | $ 100 | $ 100 |
Long-Term Debt - Summary of Int
Long-Term Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 60,100 | $ 62,900 | $ 121,200 | $ 131,500 |
Interest income | (100) | (100) | (100) | (200) |
Capitalized interest | 0 | (800) | 0 | (2,500) |
Interest expense, net | $ 59,995 | $ 62,003 | $ 121,078 | $ 128,792 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Sep. 30, 2013 | Mar. 31, 2012 | Jun. 30, 2010 | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||||
Line of credit, revolving credit commitment | $ 1,000,000,000 | ||||
Long-term debt, outstanding principal | $ 3,761,900,000 | $ 3,953,900,000 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | 1,600,000,000 | ||||
Term Loan B1 | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | 500,000,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding principal | 475,100,000 | 606,600,000 | |||
Term B-2 Loans due 2020 | |||||
Debt Instrument [Line Items] | |||||
Line of credit, maximum borrowing capacity | $ 1,100,000,000 | ||||
Long-term debt, outstanding principal | 721,700,000 | 782,200,000 | |||
Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding, amount | 12,000,000 | ||||
6.375% Senior Notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding principal | 850,000,000 | 850,000,000 | |||
Interest rate, stated percentage | 6.375% | ||||
Debt instrument, face amount | $ 850,000,000 | ||||
Proceeds from issuance of senior long-term debt | $ 835,000,000 | ||||
7.50% Senior Notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding principal | 1,040,000,000 | 1,040,000,000 | |||
Interest rate, stated percentage | 7.50% | ||||
Premium included In recorded fair value of Senior Notes | $ 72,800,000 | ||||
Debt instrument, face amount | $ 1,040,000,000 | ||||
7.75% Senior Subordinated Notes due 2022 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding principal | 325,000,000 | 325,000,000 | |||
Interest rate, stated percentage | 7.75% | ||||
Debt instrument, face amount | $ 325,000,000 | ||||
Proceeds from issuance of senior long-term debt | $ 318,300,000 | ||||
8.75% Senior Subordinated Notes due 2020 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, outstanding principal | $ 350,000,000 | $ 350,000,000 | |||
Interest rate, stated percentage | 8.75% | ||||
Debt instrument, face amount | $ 350,000,000 | ||||
Proceeds from issuance of senior long-term debt | $ 341,500,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate for continuing operations | 25.50% | 32.10% | 19.30% | 6.30% |
Income tax benefit (expense) | $ (5,419) | $ 1,093 | $ (10,251) | $ (1,097) |
Federal statutory income tax rate | 35.00% |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Stock Options Activity (Details) - Stock Options - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Options Outstanding [Roll Forward] | ||
Options outstanding at January 1, 2015 | 5,568,628 | |
Options granted | 169,090 | |
Options exercised | (389,351) | |
Options canceled or forfeited | (24,503) | |
Options outstanding at June 30, 2015 | 5,323,864 | |
Options exercisable at June 30, 2015 | 3,600,813 | |
Expected to vest after June 30, 2015 | 1,318,444 | |
Weighted Average Exercise Price [Abstract] | ||
Options outstanding at January 1, 2015, weighted average exercise price | $ 15.17 | |
Options granted, weighted average exercise price | 26.51 | |
Options exercised, weighted average exercise price | 17.36 | |
Options canceled or forfeited, weighted average exercise price | 21.55 | |
Options outstanding at June 30, 2015, weighted average exercise price | 15.34 | |
Options exercisable at June 30, 2015, weighted average exercise price | 12.66 | |
Expected to vest after June 30, 2015, weighted average exercise price | 21.12 | |
Weighted average grant date fair value of stock options | $ 9.44 | $ 9.08 |
Employee Benefit Plans - Summ37
Employee Benefit Plans - Summary of Restricted Stock Activity (Details) - 6 months ended Jun. 30, 2015 - Restricted Stock - $ / shares | Total |
Unvested Units [Roll Forward] | |
Non-vested at January 1, 2015 | 1,212,933 |
Granted | 172,741 |
Vested | (141,470) |
Canceled or forfeited | (17,734) |
Non-vested at June 30, 2015 | 1,226,470 |
Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested at January 1, 2015, weighted-average grant date fair value | $ 22.20 |
Non-vested granted, weighted-average grant date fair value | 26.32 |
Non-vested vested, weighted-average grant date fair value | 20.60 |
Non-vested canceled or forfeited, weighted-average grant date fair value | 24.14 |
Non-vested at June 30, 2015, weighted-average grant date fair value | $ 22.93 |
Employee Benefit Plans - Summ38
Employee Benefit Plans - Summary of Performance Stock Activity (Details) - 6 months ended Jun. 30, 2015 - Performance Stock Units - $ / shares | Total |
Unvested Units [Roll Forward] | |
Non-vested at January 1, 2015 | 520,322 |
Granted | 0 |
Canceled or forfeited | 0 |
Non-vested at June 30, 2015 | 520,322 |
Weighted Average Grant Date Fair Value [Abstract] | |
Non-vested at January 1, 2015, weighted-average grant date fair value | $ 23.64 |
Non-vested granted, weighted-average grant date fair value | 0 |
Non-vested canceled or forfeited, weighted-average grant date fair value | 0 |
Non-vested at June 30, 2015, weighted-average grant date fair value | $ 23.64 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based awards outstanding | 7.4 | 7.4 | ||
Share-based awards available for grant | 0.5 | 0.5 | ||
Share-based compensation expense | $ 4,800 | $ 5,500 | $ 8,900 | $ 8,700 |
Cash received as a result of exercise of stock options | 6,517 | 4,060 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation costs not yet expensed | 13,500 | $ 13,500 | ||
Weighted average period over which costs will be recognized | 2 years | |||
Cash received as a result of exercise of stock options | $ 6,517 | $ 4,060 | ||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation costs not yet expensed | $ 23,800 | $ 23,800 | ||
Weighted average period over which costs will be recognized | 2 years |
Write-downs, Reserves and Rec40
Write-downs, Reserves and Recoveries, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Write-downs, reserves and recoveries, net | $ 247 | $ 2,579 | $ 3,391 | $ 3,224 | ||
Impairment of goodwill | 3,319 | 0 | ||||
Impairment of other indefinite-lived intangible asset | $ 4,966 | $ 0 | ||||
Losses associated with property lease abandonment charges | $ 2,900 | |||||
Springfield, Massachusetts | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain on disposition of assets | $ 8,400 | |||||
Central City, Colorado | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment of land and disposal of slots and other equipment | $ 2,600 | |||||
Retama Partners | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Impairment of goodwill | 3,319 | |||||
Impairment of other indefinite-lived intangible asset | $ 4,966 |
Investments and Acquisition A41
Investments and Acquisition Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jan. 29, 2013 | |
Schedule of Equity Method Investments | ||||||
Loss from equity method investment | $ 0 | $ 0 | $ (83) | $ 0 | ||
Equity method investments, carrying value | 1,700 | 1,700 | $ 1,800 | |||
Impairment of goodwill | 3,319 | 0 | ||||
Impairment of other indefinite-lived intangible asset | 4,966 | $ 0 | ||||
Promissory notes | 12,900 | 12,900 | $ 12,000 | |||
Held-to-maturity, corporate bonds | 11,300 | $ 11,300 | ||||
Retama Partners | ||||||
Schedule of Equity Method Investments | ||||||
Percentage of voting interests acquired | 75.50% | |||||
Retama Partners | ||||||
Schedule of Equity Method Investments | ||||||
Impairment of goodwill | 3,319 | |||||
Impairment of other indefinite-lived intangible asset | $ 4,966 |
Discontinued Operations and A42
Discontinued Operations and Assets Held for Sale - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2015USD ($)a | Mar. 31, 2015USD ($) | Jun. 30, 2015a | Dec. 31, 2014USD ($) | |
Lumiere Place | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Divestiture of business, purchase price, net | $ 250.3 | |||
Boomtown Reno | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of acres held from discontinued operation | a | 783 | |||
Land available-for-sale | $ 8.3 | |||
Cash consideration | 13.1 | |||
Gain on disposition of assets | 4.8 | |||
Springfield, Massachusetts | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Land available-for-sale | 3.5 | |||
Proceeds from Sale of Property Held-for-sale | 12 | |||
Gain on disposition of assets | $ 8.4 | |||
Additional land for sale (acres) | a | 40 | |||
Central City, Colorado | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Additional land for sale (acres) | a | 2 | |||
Impairment charge | $ 2.6 |
Discontinued Operations and A43
Discontinued Operations and Assets Held for Sale - Summary of Revenues and Net Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 41,000 |
Income (loss) before income taxes | 5,100 | (100) | 5,300 | 200 |
Income tax benefit (expense) | (400) | 100 | (400) | 100 |
Income from discontinued operations, net of income taxes | $ 4,699 | $ 26 | $ 4,916 | $ 325 |
Discontinued Operations and A44
Discontinued Operations and Assets Held for Sale - Net Assets for Entities and Operations Included in Discontinued Operations (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets: | ||
Land, buildings, vessels and equipment, net | $ 700 | $ 11,800 |
Other assets, net | 9,300 | 9,400 |
Total assets | 10,019 | 21,260 |
Liabilities: | ||
Total liabilities | 98 | 413 |
Net assets | $ 9,900 | $ 20,800 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | ||
Jun. 30, 2015USD ($)hearing | Dec. 31, 2014USD ($) | Dec. 31, 2010USD ($) | |
Long-term Purchase Commitment [Line Items] | |||
Self-insurance accruals | $ 24.4 | $ 24.4 | |
Indiana Income Tax | |||
Long-term Purchase Commitment [Line Items] | |||
Proposed adjustment excluding interest and penalties | $ 7.3 | ||
Number of hearings with IDR | hearing | 2 | ||
Minimum | Indiana Income Tax | |||
Long-term Purchase Commitment [Line Items] | |||
Year under Examination | 2,005 | ||
Maximum | Indiana Income Tax | |||
Long-term Purchase Commitment [Line Items] | |||
Year under Examination | 2,007 |
Consolidating Condensed Finan46
Consolidating Condensed Financial Information - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Condensed Financial Statements, Captions | |||||
Subsidiary reporting information, assets | $ 46,600 | $ 46,600 | |||
Revenues: | |||||
Gaming | 519,326 | $ 493,281 | 1,033,673 | $ 973,421 | |
Food and beverage | 31,430 | 30,356 | 63,460 | 57,969 | |
Lodging | 13,133 | 13,802 | 24,628 | 24,592 | |
Retail, entertainment and other | 18,071 | 17,751 | 33,038 | 31,977 | |
Total revenues | 581,960 | 555,190 | 1,154,799 | 1,087,959 | |
Expenses: | |||||
Gaming | 281,960 | 266,604 | 546,845 | 514,598 | |
Food and beverage | 28,984 | 28,199 | 58,151 | 52,911 | |
Lodging | 6,343 | 6,465 | 12,131 | 11,594 | |
Retail, entertainment and other | 8,150 | 6,688 | 13,240 | 11,264 | |
Depreciation and amortization | 61,875 | 58,773 | 129,706 | 117,084 | |
Pre-opening, development and other costs | 6,108 | 6,907 | 7,675 | 10,319 | |
Write-downs, reserves and recoveries, net | 247 | 2,579 | 3,391 | 3,224 | |
Total expenses and other costs | 500,753 | 488,363 | 980,515 | 933,409 | |
Operating income | 81,207 | 66,827 | 174,284 | 154,550 | |
Interest expense, net | (59,995) | (62,003) | (121,078) | (128,792) | |
Loss from equity method investment | 0 | 0 | (83) | 0 | |
Loss on early extinguishment of debt | 0 | (8,234) | 0 | (8,234) | |
Income tax benefit (expense) | (5,419) | 1,093 | (10,251) | (1,097) | |
Income (loss) from continuing operations | 15,793 | (2,317) | 42,872 | 16,427 | |
Income (loss) from discontinued operations, net of income taxes | 4,699 | 26 | 4,916 | 325 | |
Net income (loss) | 20,492 | (2,291) | 47,788 | 16,752 | |
Net loss attributable to non-controlling interest | (1,252) | (32) | (1,262) | (36) | |
Net income (loss) attributable to Pinnacle Entertainment, Inc. | 21,744 | (2,259) | 49,050 | 16,788 | |
Total Attributable to Parent Company | |||||
Revenues: | |||||
Gaming | 0 | 0 | 0 | 0 | |
Food and beverage | 0 | 0 | 0 | 0 | |
Lodging | 0 | 0 | 0 | 0 | |
Retail, entertainment and other | 0 | 0 | 0 | 0 | |
Total revenues | 0 | 0 | 0 | 0 | |
Expenses: | |||||
Gaming | 0 | 0 | 0 | 0 | |
Food and beverage | 0 | 0 | 0 | 0 | |
Lodging | 0 | 0 | 0 | 0 | |
Retail, entertainment and other | 0 | 0 | 0 | 0 | |
General and administrative | 23,500 | 28,600 | 45,700 | 51,300 | |
Depreciation and amortization | 2,000 | 1,800 | 6,300 | 3,500 | |
Pre-opening, development and other costs | 6,000 | 2,100 | 7,400 | 2,600 | |
Write-downs, reserves and recoveries, net | 0 | 3,000 | 3,000 | 3,000 | |
Total expenses and other costs | 31,500 | 35,500 | 62,400 | 60,400 | |
Operating income | (31,500) | (35,500) | (62,400) | (60,400) | |
Equity earnings of subsidiaries | 83,200 | 65,100 | 171,400 | 141,100 | |
Interest expense, net | (60,000) | (62,800) | (121,100) | (131,200) | |
Loss from equity method investment | 0 | ||||
Loss on early extinguishment of debt | (8,200) | (8,200) | |||
Income (loss) from continuing operations before inter-company activity and income taxes | (8,300) | (41,400) | (12,100) | (58,700) | |
Management fee and inter-company interest | 35,500 | 38,000 | 71,400 | 76,600 | |
Income tax benefit (expense) | (5,400) | 1,100 | (10,300) | (1,100) | |
Income (loss) from continuing operations | 21,800 | (2,300) | 49,000 | 16,800 | |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | 21,800 | (2,300) | 49,000 | 16,800 | |
Net loss attributable to non-controlling interest | 0 | 0 | |||
Net income (loss) attributable to Pinnacle Entertainment, Inc. | 21,800 | 49,000 | |||
Guarantor Subsidiaries | |||||
Revenues: | |||||
Gaming | [1] | 519,300 | 493,300 | 1,033,700 | 973,400 |
Food and beverage | [1] | 31,500 | 30,400 | 63,500 | 58,000 |
Lodging | [1] | 13,100 | 13,800 | 24,600 | 24,600 |
Retail, entertainment and other | [1] | 18,100 | 17,700 | 33,000 | 32,000 |
Total revenues | [1] | 582,000 | 555,200 | 1,154,800 | 1,088,000 |
Expenses: | |||||
Gaming | [1] | 282,000 | 266,600 | 546,800 | 514,600 |
Food and beverage | [1] | 29,000 | 28,200 | 58,200 | 52,900 |
Lodging | [1] | 6,300 | 6,500 | 12,100 | 11,600 |
Retail, entertainment and other | [1] | 8,100 | 6,700 | 13,200 | 11,300 |
General and administrative | [1] | 83,500 | 83,400 | 163,600 | 161,000 |
Depreciation and amortization | [1] | 59,900 | 56,900 | 123,400 | 113,600 |
Pre-opening, development and other costs | [1] | 100 | 4,700 | 200 | 7,500 |
Write-downs, reserves and recoveries, net | [1] | (8,100) | (400) | (8,000) | 200 |
Total expenses and other costs | [1] | 460,800 | 452,600 | 909,500 | 872,700 |
Operating income | [1] | 121,200 | 102,600 | 245,300 | 215,300 |
Equity earnings of subsidiaries | [1] | 0 | 0 | 0 | 0 |
Interest expense, net | [1] | 0 | 800 | 0 | 2,400 |
Loss from equity method investment | [1] | 0 | |||
Loss on early extinguishment of debt | [1] | 0 | 0 | ||
Income (loss) from continuing operations before inter-company activity and income taxes | [1] | 121,200 | 103,400 | 245,300 | 217,700 |
Management fee and inter-company interest | [1] | (35,500) | (38,000) | (71,400) | (76,600) |
Income tax benefit (expense) | [1] | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations | [1] | 85,700 | 65,400 | 173,900 | 141,100 |
Income (loss) from discontinued operations, net of income taxes | [1] | 4,700 | 0 | 4,900 | 400 |
Net income (loss) | [1] | 90,400 | 65,400 | 178,800 | 141,500 |
Net loss attributable to non-controlling interest | [1] | 0 | 0 | ||
Net income (loss) attributable to Pinnacle Entertainment, Inc. | [1] | 90,400 | 178,800 | ||
Non-Guarantor Subsidiaries | |||||
Revenues: | |||||
Gaming | [2] | 0 | 0 | 0 | 0 |
Food and beverage | [2] | 0 | 0 | 0 | 0 |
Lodging | [2] | 0 | 0 | 0 | 0 |
Retail, entertainment and other | [2] | 0 | 0 | 0 | 0 |
Total revenues | [2] | 0 | 0 | 0 | 0 |
Expenses: | |||||
Gaming | [2] | 0 | 0 | 0 | 0 |
Food and beverage | [2] | 0 | 0 | 0 | 0 |
Lodging | [2] | 0 | 0 | 0 | 0 |
Retail, entertainment and other | [2] | 0 | 0 | 0 | 0 |
General and administrative | [2] | 100 | 100 | 100 | 100 |
Depreciation and amortization | [2] | 0 | 0 | 0 | 0 |
Pre-opening, development and other costs | [2] | 0 | 200 | 100 | 200 |
Write-downs, reserves and recoveries, net | [2] | 8,400 | 0 | 8,400 | 0 |
Total expenses and other costs | [2] | 8,500 | 300 | 8,600 | 300 |
Operating income | [2] | (8,500) | (300) | (8,600) | (300) |
Equity earnings of subsidiaries | [2] | 0 | 0 | 0 | 0 |
Interest expense, net | [2] | 0 | 0 | 0 | 0 |
Loss from equity method investment | [2] | (100) | |||
Loss on early extinguishment of debt | [2] | 0 | 0 | ||
Income (loss) from continuing operations before inter-company activity and income taxes | [2] | (8,500) | (300) | (8,700) | (300) |
Management fee and inter-company interest | [2] | 0 | 0 | 0 | 0 |
Income tax benefit (expense) | [2] | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations | [2] | (8,500) | (300) | (8,700) | (300) |
Income (loss) from discontinued operations, net of income taxes | [2] | 0 | 0 | 0 | (100) |
Net income (loss) | [2] | (8,500) | (300) | (8,700) | (400) |
Net loss attributable to non-controlling interest | [2] | (1,300) | (1,300) | ||
Net income (loss) attributable to Pinnacle Entertainment, Inc. | [2] | (7,200) | (7,400) | ||
Consolidating and Eliminating Entries | |||||
Revenues: | |||||
Gaming | 0 | 0 | 0 | 0 | |
Food and beverage | 0 | 0 | 0 | 0 | |
Lodging | 0 | 0 | 0 | 0 | |
Retail, entertainment and other | 0 | 0 | 0 | 0 | |
Total revenues | 0 | 0 | 0 | 0 | |
Expenses: | |||||
Gaming | 0 | 0 | 0 | 0 | |
Food and beverage | 0 | 0 | 0 | 0 | |
Lodging | 0 | 0 | 0 | 0 | |
Retail, entertainment and other | 0 | 0 | 0 | 0 | |
General and administrative | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Pre-opening, development and other costs | 0 | 0 | 0 | 0 | |
Write-downs, reserves and recoveries, net | 0 | 0 | 0 | 0 | |
Total expenses and other costs | 0 | 0 | 0 | 0 | |
Operating income | 0 | 0 | 0 | 0 | |
Equity earnings of subsidiaries | (83,200) | (65,100) | (171,400) | (141,100) | |
Interest expense, net | 0 | 0 | 0 | 0 | |
Loss from equity method investment | 0 | ||||
Loss on early extinguishment of debt | 0 | 0 | |||
Income (loss) from continuing operations before inter-company activity and income taxes | (83,200) | (65,100) | (171,400) | (141,100) | |
Management fee and inter-company interest | 0 | 0 | 0 | 0 | |
Income tax benefit (expense) | 0 | 0 | 0 | 0 | |
Income (loss) from continuing operations | (83,200) | (65,100) | (171,400) | (141,100) | |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | |
Net income (loss) | (83,200) | (65,100) | (171,400) | (141,100) | |
Net loss attributable to non-controlling interest | 0 | 0 | |||
Net income (loss) attributable to Pinnacle Entertainment, Inc. | (83,200) | (171,400) | |||
Consolidated Entities | |||||
Revenues: | |||||
Gaming | 519,300 | 493,300 | 1,033,700 | 973,400 | |
Food and beverage | 31,500 | 30,400 | 63,500 | 58,000 | |
Lodging | 13,100 | 13,800 | 24,600 | 24,600 | |
Retail, entertainment and other | 18,100 | 17,700 | 33,000 | 32,000 | |
Total revenues | 582,000 | 555,200 | 1,154,800 | 1,088,000 | |
Expenses: | |||||
Gaming | 282,000 | 266,600 | 546,800 | 514,600 | |
Food and beverage | 29,000 | 28,200 | 58,200 | 52,900 | |
Lodging | 6,300 | 6,500 | 12,100 | 11,600 | |
Retail, entertainment and other | 8,100 | 6,700 | 13,200 | 11,300 | |
General and administrative | 107,100 | 112,100 | 209,400 | 212,400 | |
Depreciation and amortization | 61,900 | 58,700 | 129,700 | 117,100 | |
Pre-opening, development and other costs | 6,100 | 7,000 | 7,700 | 10,300 | |
Write-downs, reserves and recoveries, net | 300 | 2,600 | 3,400 | 3,200 | |
Total expenses and other costs | 500,800 | 488,400 | 980,500 | 933,400 | |
Operating income | 81,200 | 66,800 | 174,300 | 154,600 | |
Equity earnings of subsidiaries | 0 | 0 | 0 | 0 | |
Interest expense, net | (60,000) | (62,000) | (121,100) | (128,800) | |
Loss from equity method investment | (100) | ||||
Loss on early extinguishment of debt | (8,200) | (8,200) | |||
Income (loss) from continuing operations before inter-company activity and income taxes | 21,200 | (3,400) | 53,100 | 17,600 | |
Management fee and inter-company interest | 0 | 0 | 0 | 0 | |
Income tax benefit (expense) | (5,400) | 1,100 | (10,300) | (1,100) | |
Income (loss) from continuing operations | 15,800 | (2,300) | 42,800 | 16,500 | |
Income (loss) from discontinued operations, net of income taxes | 4,700 | 0 | 4,900 | 300 | |
Net income (loss) | 20,500 | $ (2,300) | 47,700 | $ 16,800 | |
Net loss attributable to non-controlling interest | (1,300) | (1,300) | |||
Net income (loss) attributable to Pinnacle Entertainment, Inc. | $ 21,800 | $ 49,000 | |||
[1] | As of June 30, 2015, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; and Ameristar Casino East Chicago, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes. | ||||
[2] | Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $46.6 million in cash and other assets as of June 30, 2015, that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries. |
Consolidating Condensed Finan47
Consolidating Condensed Financial Information - Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Condensed Financial Statements, Captions | |||
Property and equipment, net | $ 2,925,030 | $ 3,017,009 | |
Goodwill | 915,963 | 919,282 | |
Intangible assets, net | 516,410 | 529,269 | |
Assets held for sale and assets of discontinued operations | 10,019 | 21,260 | |
Total assets | 4,657,400 | 4,833,682 | |
Long-term debt less current portion | 3,782,322 | 3,975,648 | |
Liabilities held for sale and liabilities of discontinued operations | 98 | 413 | |
Total liabilities | 4,305,372 | 4,544,300 | |
Total Pinnacle stockholders' equity | 341,887 | 277,979 | |
Non-controlling interest | 10,141 | 11,403 | |
Total stockholders’ equity | 352,028 | 289,382 | |
Total liabilities and stockholders’ equity | 4,657,400 | 4,833,682 | |
Total Attributable to Parent Company | |||
Condensed Financial Statements, Captions | |||
Current assets, excluding discontinued operations | 45,900 | 73,400 | |
Property and equipment, net | 26,400 | 34,300 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Other non-current assets | 54,200 | 60,000 | |
Investment in subsidiaries | 4,567,600 | 4,470,800 | |
Assets held for sale and assets of discontinued operations | 700 | 3,600 | |
Inter-company | 0 | 0 | |
Total assets | 4,694,800 | 4,642,100 | |
Current liabilities, excluding discontinued operations | 91,800 | 100,800 | |
Long-term debt less current portion | 3,782,200 | 3,975,500 | |
Other non-current liabilities | (54,700) | (63,000) | |
Liabilities held for sale and liabilities of discontinued operations | 0 | 0 | |
Inter-company | 533,600 | 350,800 | |
Total liabilities | 4,352,900 | 4,364,100 | |
Total Pinnacle stockholders' equity | 341,900 | 278,000 | |
Non-controlling interest | 0 | 0 | |
Total stockholders’ equity | 341,900 | 278,000 | |
Total liabilities and stockholders’ equity | 4,694,800 | 4,642,100 | |
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions | |||
Current assets, excluding discontinued operations | [1] | 144,300 | 184,500 |
Property and equipment, net | [1] | 2,893,400 | 2,977,200 |
Goodwill | [1] | 916,000 | 916,000 |
Intangible assets, net | [1] | 516,400 | 524,300 |
Other non-current assets | [1] | 4,200 | 4,600 |
Investment in subsidiaries | [1] | 0 | 0 |
Assets held for sale and assets of discontinued operations | [1] | 9,300 | 17,700 |
Inter-company | [1] | 534,900 | 352,000 |
Total assets | [1] | 5,018,500 | 4,976,300 |
Current liabilities, excluding discontinued operations | [1] | 204,900 | 273,100 |
Long-term debt less current portion | [1] | 100 | 100 |
Other non-current liabilities | [1] | 281,000 | 280,700 |
Liabilities held for sale and liabilities of discontinued operations | [1] | 100 | 400 |
Inter-company | [1] | 0 | 0 |
Total liabilities | [1] | 486,100 | 554,300 |
Total Pinnacle stockholders' equity | [1] | 4,532,400 | 4,422,000 |
Non-controlling interest | [1] | 0 | 0 |
Total stockholders’ equity | [1] | 4,532,400 | 4,422,000 |
Total liabilities and stockholders’ equity | [1] | 5,018,500 | 4,976,300 |
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions | |||
Current assets, excluding discontinued operations | [2] | 16,200 | 23,300 |
Property and equipment, net | [2] | 5,200 | 5,400 |
Goodwill | [2] | 0 | 3,300 |
Intangible assets, net | [2] | 0 | 5,000 |
Other non-current assets | [2] | 25,200 | 24,400 |
Investment in subsidiaries | [2] | 0 | 0 |
Assets held for sale and assets of discontinued operations | [2] | 0 | 0 |
Inter-company | [2] | 0 | 0 |
Total assets | [2] | 46,600 | 61,400 |
Current liabilities, excluding discontinued operations | [2] | 0 | 0 |
Long-term debt less current portion | [2] | 0 | 0 |
Other non-current liabilities | [2] | 0 | 0 |
Liabilities held for sale and liabilities of discontinued operations | [2] | 0 | 0 |
Inter-company | [2] | 1,300 | 1,200 |
Total liabilities | [2] | 1,300 | 1,200 |
Total Pinnacle stockholders' equity | [2] | 35,200 | 48,800 |
Non-controlling interest | [2] | 10,100 | 11,400 |
Total stockholders’ equity | [2] | 45,300 | 60,200 |
Total liabilities and stockholders’ equity | [2] | 46,600 | 61,400 |
Consolidating and Eliminating Entries | |||
Condensed Financial Statements, Captions | |||
Current assets, excluding discontinued operations | 0 | (23,300) | |
Property and equipment, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Other non-current assets | 0 | 0 | |
Investment in subsidiaries | (4,567,600) | (4,470,800) | |
Assets held for sale and assets of discontinued operations | 0 | 0 | |
Inter-company | (534,900) | (352,000) | |
Total assets | (5,102,500) | (4,846,100) | |
Current liabilities, excluding discontinued operations | 0 | (23,300) | |
Long-term debt less current portion | 0 | 0 | |
Other non-current liabilities | 0 | 0 | |
Liabilities held for sale and liabilities of discontinued operations | 0 | 0 | |
Inter-company | (534,900) | (352,000) | |
Total liabilities | (534,900) | (375,300) | |
Total Pinnacle stockholders' equity | (4,567,600) | (4,470,800) | |
Non-controlling interest | 0 | 0 | |
Total stockholders’ equity | (4,567,600) | (4,470,800) | |
Total liabilities and stockholders’ equity | (5,102,500) | (4,846,100) | |
Consolidated Entities | |||
Condensed Financial Statements, Captions | |||
Current assets, excluding discontinued operations | 206,400 | 257,900 | |
Property and equipment, net | 2,925,000 | 3,016,900 | |
Goodwill | 916,000 | 919,300 | |
Intangible assets, net | 516,400 | 529,300 | |
Other non-current assets | 83,600 | 89,000 | |
Investment in subsidiaries | 0 | 0 | |
Assets held for sale and assets of discontinued operations | 10,000 | 21,300 | |
Inter-company | 0 | 0 | |
Total assets | 4,657,400 | 4,833,700 | |
Current liabilities, excluding discontinued operations | 296,700 | 350,600 | |
Long-term debt less current portion | 3,782,300 | 3,975,600 | |
Other non-current liabilities | 226,300 | 217,700 | |
Liabilities held for sale and liabilities of discontinued operations | 100 | 400 | |
Inter-company | 0 | 0 | |
Total liabilities | 4,305,400 | 4,544,300 | |
Total Pinnacle stockholders' equity | 341,900 | 278,000 | |
Non-controlling interest | 10,100 | 11,400 | |
Total stockholders’ equity | 352,000 | 289,400 | |
Total liabilities and stockholders’ equity | $ 4,657,400 | $ 4,833,700 | |
[1] | As of June 30, 2015, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; and Ameristar Casino East Chicago, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes. | ||
[2] | Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $46.6 million in cash and other assets as of June 30, 2015, that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries. |
Consolidating Condensed Finan48
Consolidating Condensed Financial Information - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Condensed Financial Statements, Captions | |||
Cash provided by operating activities | $ 186,055 | $ 134,314 | |
Capital expenditures | (41,749) | (149,746) | |
Net proceeds from dispositions of discontinued operations and assets held for sale | 25,066 | 252,329 | |
Purchase of intangible asset | (25,000) | (25,000) | |
Escrow refund | 0 | 25,000 | |
Restricted cash | 0 | 5,925 | |
Net cash provided by (used in) investing activities | (42,159) | 109,124 | |
Proceeds from credit facility | 73,100 | 194,300 | |
Net cash used in financing activities | (186,539) | (275,351) | |
Change in cash and cash equivalents | (42,643) | (31,913) | |
Cash and cash equivalents at the beginning of the period | 164,654 | 198,575 | |
Cash and cash equivalents at the end of the period | 122,011 | 166,662 | |
Total Attributable to Parent Company | |||
Condensed Financial Statements, Captions | |||
Cash provided by operating activities | 161,100 | (4,800) | |
Capital expenditures | (3,300) | (7,200) | |
Net proceeds from dispositions of discontinued operations and assets held for sale | 0 | 0 | |
Purchase of intangible asset | 0 | 0 | |
Escrow refund | 0 | ||
Restricted cash | 5,900 | ||
Other | 25,100 | 253,000 | |
Net cash provided by (used in) investing activities | 21,800 | 251,700 | |
Proceeds from credit facility | 73,100 | 194,300 | |
Repayments under credit facility | (265,100) | (473,300) | |
Other | 5,500 | 3,700 | |
Net cash used in financing activities | (186,500) | (275,300) | |
Change in cash and cash equivalents | (3,600) | (28,400) | |
Cash and cash equivalents at the beginning of the period | 6,400 | 28,600 | |
Cash and cash equivalents at the end of the period | 2,800 | 200 | |
Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions | |||
Cash provided by operating activities | [1] | 7,900 | 142,300 |
Capital expenditures | [1] | (38,400) | (142,600) |
Net proceeds from dispositions of discontinued operations and assets held for sale | [1] | 25,100 | 252,300 |
Purchase of intangible asset | [1] | (25,000) | (25,000) |
Escrow refund | [1] | 25,000 | |
Restricted cash | [1] | 0 | |
Other | [1] | (24,800) | (252,600) |
Net cash provided by (used in) investing activities | [1] | (63,100) | (142,900) |
Proceeds from credit facility | [1] | 0 | 0 |
Repayments under credit facility | [1] | 0 | 0 |
Other | [1] | 0 | 0 |
Net cash used in financing activities | [1] | 0 | 0 |
Change in cash and cash equivalents | [1] | (55,200) | (600) |
Cash and cash equivalents at the beginning of the period | [1] | 158,300 | 142,300 |
Cash and cash equivalents at the end of the period | [1] | 103,100 | 141,700 |
Non-Guarantor Subsidiaries | |||
Condensed Financial Statements, Captions | |||
Cash provided by operating activities | [2] | 17,000 | (3,200) |
Capital expenditures | [2] | 0 | 0 |
Net proceeds from dispositions of discontinued operations and assets held for sale | [2] | 0 | 0 |
Purchase of intangible asset | [2] | 0 | 0 |
Escrow refund | [2] | 0 | |
Restricted cash | [2] | 0 | |
Other | [2] | (900) | 300 |
Net cash provided by (used in) investing activities | [2] | (900) | 300 |
Proceeds from credit facility | [2] | 0 | 0 |
Repayments under credit facility | [2] | 0 | 0 |
Other | [2] | 0 | 0 |
Net cash used in financing activities | [2] | 0 | 0 |
Change in cash and cash equivalents | [2] | 16,100 | (2,900) |
Cash and cash equivalents at the beginning of the period | [2] | 0 | 27,700 |
Cash and cash equivalents at the end of the period | [2] | 16,100 | 24,800 |
Consolidating and Eliminating Entries | |||
Condensed Financial Statements, Captions | |||
Cash provided by operating activities | 0 | 0 | |
Capital expenditures | 0 | 0 | |
Net proceeds from dispositions of discontinued operations and assets held for sale | 0 | 0 | |
Purchase of intangible asset | 0 | 0 | |
Escrow refund | 0 | ||
Restricted cash | 0 | ||
Other | 0 | 0 | |
Net cash provided by (used in) investing activities | 0 | 0 | |
Proceeds from credit facility | 0 | 0 | |
Repayments under credit facility | 0 | 0 | |
Other | 0 | 0 | |
Net cash used in financing activities | 0 | 0 | |
Change in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents at the beginning of the period | 0 | 0 | |
Cash and cash equivalents at the end of the period | 0 | 0 | |
Consolidated Entities | |||
Condensed Financial Statements, Captions | |||
Cash provided by operating activities | 186,000 | 134,300 | |
Capital expenditures | (41,700) | (149,800) | |
Net proceeds from dispositions of discontinued operations and assets held for sale | 25,100 | 252,300 | |
Purchase of intangible asset | (25,000) | (25,000) | |
Escrow refund | 25,000 | ||
Restricted cash | 5,900 | ||
Other | (600) | 700 | |
Net cash provided by (used in) investing activities | (42,200) | 109,100 | |
Proceeds from credit facility | 73,100 | 194,300 | |
Repayments under credit facility | (265,100) | (473,300) | |
Other | 5,500 | 3,700 | |
Net cash used in financing activities | (186,500) | (275,300) | |
Change in cash and cash equivalents | (42,700) | (31,900) | |
Cash and cash equivalents at the beginning of the period | 164,700 | 198,600 | |
Cash and cash equivalents at the end of the period | $ 122,000 | $ 166,700 | |
[1] | As of June 30, 2015, the following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: Belterra Resort Indiana, LLC; Boomtown, LLC; Casino Magic, LLC; Louisiana-I Gaming; PNK (Baton Rouge) Partnership; PNK (BOSSIER CITY), Inc.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK (LAKE CHARLES), L.L.C.; PNK (Ohio), LLC; PNK (Ohio) II, LLC; PNK (Ohio) III, LLC; PNK (River City), LLC; PNK (SAM), LLC; PNK (SAZ), LLC; Ameristar Casino Black Hawk, Inc.; Ameristar Casino Council Bluffs, Inc.; Ameristar Casino St. Charles, Inc.; Ameristar Casino Kansas City, Inc.; Ameristar Casino Vicksburg, Inc.; Cactus Pete’s, Inc.; Ameristar East Chicago Holdings, LLC; and Ameristar Casino East Chicago, LLC. In addition, certain other immaterial subsidiaries are also guarantors of our senior and senior subordinated notes. | ||
[2] | Guarantor subsidiaries of our senior and senior subordinated notes exclude subsidiaries with approximately $46.6 million in cash and other assets as of June 30, 2015, that include a subsidiary that owns a majority interest in the licensee of Retama Park Racetrack and certain other subsidiaries. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenues: | |||||
Revenues | $ 581,960 | $ 555,190 | $ 1,154,799 | $ 1,087,959 | |
Adjusted EBITDA [Abstract] | |||||
Adjusted EBITDA | [1] | 154,300 | 140,600 | 324,000 | 293,800 |
Other benefits (costs) [Abstract] | |||||
Depreciation and amortization | (61,875) | (58,773) | (129,706) | (117,084) | |
Pre-opening, development and other costs | (6,108) | (6,907) | (7,675) | (10,319) | |
Non-cash share-based compensation expense | (4,800) | (5,500) | (8,900) | (8,700) | |
Write-downs, reserves and recoveries, net | (247) | (2,579) | (3,391) | (3,224) | |
Interest expense, net | (59,995) | (62,003) | (121,078) | (128,792) | |
Loss from equity method investment | 0 | 0 | (83) | 0 | |
Loss on early extinguishment of debt | 0 | (8,234) | 0 | (8,234) | |
Income tax benefit (expense) | (5,419) | 1,093 | (10,251) | (1,097) | |
Income (loss) from continuing operations | 15,793 | (2,317) | 42,872 | 16,427 | |
Capital expenditures | 41,749 | 149,746 | |||
Midwest | |||||
Revenues: | |||||
Revenues | [2] | 322,900 | 296,400 | 636,800 | 576,700 |
Adjusted EBITDA [Abstract] | |||||
Adjusted EBITDA | [1],[2] | 96,000 | 84,200 | 196,800 | 174,300 |
Other benefits (costs) [Abstract] | |||||
Capital expenditures | [2] | 22,800 | 112,800 | ||
South | |||||
Revenues: | |||||
Revenues | [2] | 200,500 | 203,700 | 404,100 | 403,700 |
Adjusted EBITDA [Abstract] | |||||
Adjusted EBITDA | [1],[2] | 59,000 | 62,000 | 126,500 | 126,700 |
Other benefits (costs) [Abstract] | |||||
Capital expenditures | [2] | 12,000 | 26,600 | ||
West | |||||
Revenues: | |||||
Revenues | [2] | 57,200 | 53,700 | 110,900 | 104,300 |
Adjusted EBITDA [Abstract] | |||||
Adjusted EBITDA | [1],[2] | 20,100 | 19,100 | 40,700 | 37,300 |
Other benefits (costs) [Abstract] | |||||
Capital expenditures | [2] | 3,600 | 2,400 | ||
Operating Segments | |||||
Revenues: | |||||
Revenues | 580,600 | 553,800 | 1,151,800 | 1,084,700 | |
Adjusted EBITDA [Abstract] | |||||
Adjusted EBITDA | [1] | 175,100 | 165,300 | 364,000 | 338,300 |
Corporate and Other | |||||
Revenues: | |||||
Revenues | [3] | 1,400 | 1,400 | 3,000 | 3,300 |
Adjusted EBITDA [Abstract] | |||||
Adjusted EBITDA | [1],[3] | $ (20,800) | $ (24,700) | (40,000) | (44,500) |
Other benefits (costs) [Abstract] | |||||
Capital expenditures | $ 3,300 | $ 7,900 | |||
[1] | We define Consolidated Adjusted EBITDA as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest and discontinued operations. We define Adjusted EBITDA for each operating segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, and discontinued operations. We define Adjusted EBITDA margin as Adjusted EBITDA for the segment divided by segment revenues. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening, development and other costs separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Adjusted EBITDA and Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. | ||||
[2] | See Note 1, “Summary of Significant Accounting Policies,” for listing of properties included in each segment. | ||||
[3] | Corporate and other includes revenues from Retama Park Racetrack (which we manage) and the Heartland Poker Tour. Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Corporate expenses that are directly attributable to a property are allocated to each applicable property. All other costs incurred relating to the management and consulting services provided by corporate headquarters to the properties are allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDA and is completely eliminated in any consolidated financial results. |
Subsequent Event (Details)
Subsequent Event (Details) $ / shares in Units, $ in Millions | Jul. 20, 2015USD ($)extension_period$ / shares | Jun. 30, 2015$ / shares | Dec. 31, 2014$ / shares |
Subsequent Event [Line Items] | |||
Common stock, par value per share | $ / shares | $ 0.10 | $ 0.10 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value per share | $ / shares | $ 0.10 | ||
Conversion ratio in business combination | 0.85 | ||
Initial lease term | 10 years | ||
Number of renewal options | extension_period | 5 | ||
Lease term in renewal periods | 5 years | ||
First annual rent payment | $ 377 | ||
Principal amount of debt to be refinanced by GLPI | 2,700 | ||
Aggregate principal amount of bridge facility | 1,100 | ||
Principal amount of bridge term loan | 900 | ||
Principal amount of bridge revolving credit | $ 200 | ||
Gaming and Leisure Properties, Inc. [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, par value per share | $ / shares | $ 0.01 |