Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Eldorado Resorts, Inc. | |
Entity Central Index Key | 1,590,895 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 76,676,607 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ERI |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 103,624 | $ 61,029 |
Restricted cash | 22,566 | 2,414 |
Marketable securities | 17,437 | |
Accounts receivable, net | 21,862 | 14,694 |
Inventories | 17,067 | 11,055 |
Prepaid income taxes | 5,304 | 69 |
Prepaid expenses and other | 31,117 | 12,492 |
Assets held for sale | 143,592 | |
Total current assets | 362,569 | 101,753 |
INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 1,005 | 1,286 |
PROPERTY AND EQUIPMENT, NET | 1,455,811 | 612,342 |
GAMING LICENSES AND OTHER INTANGIBLES, NET | 956,690 | 487,498 |
GOODWILL | 746,482 | 66,826 |
NON-OPERATING REAL PROPERTY | 18,069 | 14,219 |
OTHER ASSETS, NET | 17,314 | 10,120 |
Total assets | 3,557,940 | 1,294,044 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 15,568 | 4,545 |
Accounts payable | 30,547 | 21,576 |
Due to affiliates | 259 | |
Accrued property, gaming and other taxes | 32,793 | 18,790 |
Accrued payroll and related | 62,859 | 14,588 |
Accrued interest | 22,944 | 14,634 |
Deferred proceeds for assets held for sale | 20,000 | |
Accrued other liabilities | 62,200 | 27,648 |
Liabilities related to assets held for sale | 5,449 | |
Total current liabilities | 252,360 | 102,040 |
LONG-TERM DEBT, LESS CURRENT PORTION | 2,211,023 | 795,881 |
DEFERRED INCOME TAXES | 239,510 | 90,385 |
OTHER LONG-TERM LIABILITIES | 30,123 | 7,287 |
Total liabilities | 2,733,016 | 995,593 |
COMMITMENTS AND CONTINGENCIES (Notes 1 and 11) | ||
STOCKHOLDERS' EQUITY: | ||
Paid-in capital | 745,659 | 173,879 |
Retained earnings | 79,253 | 124,560 |
Accumulated other comprehensive income | 12 | 12 |
Total stockholders’ equity | 824,924 | 298,451 |
Total liabilities and stockholders’ equity | $ 3,557,940 | $ 1,294,044 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 76,625,525 | 47,105,744 |
Common stock, shares outstanding | 76,625,525 | 47,105,744 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
REVENUES: | ||||
Casino | $ 298,182 | $ 178,459 | $ 460,966 | $ 347,537 |
Pari-mutuel commissions | 4,143 | 2,893 | 4,784 | 3,577 |
Food and beverage | 46,438 | 36,967 | 75,951 | 70,706 |
Hotel | 28,924 | 25,677 | 46,937 | 45,842 |
Other | 11,550 | 11,014 | 20,145 | 21,899 |
Gross revenues | 389,237 | 255,010 | 608,783 | 489,561 |
Less-promotional allowances | (34,057) | (23,695) | (52,678) | (44,680) |
Net operating revenues | 355,180 | 231,315 | 556,105 | 444,881 |
EXPENSES: | ||||
Casino | 152,417 | 100,374 | 242,870 | 196,636 |
Pari-mutuel commissions | 4,874 | 2,931 | 6,081 | 4,255 |
Food and beverage | 22,834 | 20,783 | 40,255 | 40,511 |
Hotel | 8,026 | 7,979 | 14,629 | 15,108 |
Other | 5,644 | 6,618 | 10,923 | 12,692 |
Marketing and promotions | 20,158 | 9,766 | 30,214 | 19,341 |
General and administrative | 55,379 | 32,380 | 87,154 | 64,035 |
Corporate | 7,442 | 4,354 | 14,016 | 11,258 |
Depreciation and amortization | 24,909 | 15,583 | 40,513 | 31,787 |
Total operating expenses | 301,683 | 200,768 | 486,655 | 395,623 |
LOSS ON SALE OF ASSET OR DISPOSAL OF PROPERTY | (89) | (836) | (57) | (765) |
ACQUISITION CHARGES | (85,464) | (56) | (87,078) | (576) |
EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATE | (60) | (282) | ||
OPERATING (LOSS) INCOME | (32,116) | 29,655 | (17,967) | 47,917 |
OTHER EXPENSE: | ||||
Interest expense, net | (27,527) | (12,795) | (40,197) | (25,786) |
Loss on early retirement of debt, net | (27,317) | (89) | (27,317) | (155) |
Total other expense | (54,844) | (12,884) | (67,514) | (25,941) |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (86,960) | 16,771 | (85,481) | 21,976 |
BENEFIT (PROVISION) FOR INCOME TAXES | 39,677 | (5,980) | 39,219 | (7,816) |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (47,283) | 10,791 | (46,262) | 14,160 |
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES | 955 | 955 | ||
NET (LOSS) INCOME | $ (46,328) | $ 10,791 | $ (45,307) | $ 14,160 |
(Loss) income per common share attributable to common stockholders - basic: | ||||
Net (loss) income from continuing operations | $ (0.70) | $ 0.23 | $ (0.81) | $ 0.30 |
Income from discontinued operations, net of income taxes | 0.01 | 0.02 | ||
Net (loss) income attributable to common stockholders | (0.69) | 0.23 | (0.79) | 0.30 |
(Loss) income per common share attributable to common stockholders - diluted: | ||||
Net (loss) income from continuing operations | (0.70) | 0.23 | (0.81) | 0.30 |
Income from discontinued operations, net of income taxes | 0.01 | 0.02 | ||
Net (loss) income attributable to common stockholders | $ (0.69) | $ 0.23 | $ (0.79) | $ 0.30 |
Weighted average number of shares outstanding: | ||||
Weighted Average Basic Shares Outstanding | 67,453,095 | 47,071,608 | 57,405,834 | 46,966,391 |
Weighted Average Diluted Shares Outstanding | 68,469,191 | 47,721,075 | 58,339,438 | 47,591,958 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
NET (LOSS) INCOME | $ (46,328) | $ 10,791 | $ (45,307) | $ 14,160 |
Other Comprehensive Income, net of tax: | ||||
Comprehensive (Loss) Income, net of tax | $ (46,328) | $ 10,791 | $ (45,307) | $ 14,160 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
NET (LOSS) INCOME | $ (45,307) | $ 14,160 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 40,513 | 31,787 |
Amortization of deferred financing costs | 3,034 | 1,754 |
Equity in loss of unconsolidated affiliate | 282 | |
Loss on early extinguishment of debt | 27,317 | 155 |
Change in fair value of acquisition related contingencies | 37 | 1 |
Stock compensation expense | 3,062 | 2,033 |
Loss on disposal of assets | 57 | 765 |
Provision for bad debts | 756 | 329 |
(Benefit) provision for income taxes | (38,001) | 7,052 |
Change in operating assets and liabilities: | ||
Restricted cash | 481 | 1,401 |
Sale of trading securities | 295 | |
Accounts receivable | 4,037 | (4,872) |
Inventory | (630) | 46 |
Prepaid expenses and other assets | 1,605 | (2,835) |
Interest payable | 8,310 | (748) |
Income taxes receivable/payable | (197) | |
Accounts payable and accrued liabilities | (2,126) | (2,372) |
Net cash provided by operating activities | 3,525 | 48,656 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (29,824) | (20,345) |
Restricted cash | 100 | |
Proceeds from sale of property and equipment | 1,551 | |
Net cash used in business combinations | (1,343,659) | (491) |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 3,676 | |
Decrease in other assets, net | 177 | |
Net cash used in investing activities | (1,373,383) | (15,432) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of 6% Senior Notes | 375,000 | |
Payments on capital leases | (210) | (136) |
Debt issuance costs | (44,992) | (463) |
Taxes paid related to net share settlement of equity awards | (8,993) | (1,178) |
Proceeds from exercise of stock options | 2,898 | 1,005 |
Net cash provided by (used in) financing activities | 1,412,453 | (74,397) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 42,595 | (41,173) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 61,029 | 78,278 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 103,624 | 37,105 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 30,742 | 24,760 |
Cash paid during period for income taxes | 589 | 1,054 |
Payables for capital expenditures | (1,156) | 3,612 |
New Term Loan | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of New Term Loan | 1,450,000 | |
Payments under Term Loan | 3,625 | |
Term Loan | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments under Term Loan | 1,062 | 2,125 |
Retirement of Long-term Debt | (417,563) | |
New Revolving Credit Facility | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under New Revolving Credit Facility | 148,953 | |
Payments under Revolving Credit Facility | (58,953) | |
Revolving Credit Facility | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings under New Revolving Credit Facility | 41,000 | 24,000 |
Payments under Revolving Credit Facility | (29,000) | (95,500) |
Borrowings under Revolving Credit Facility | 41,000 | $ (71,500) |
Retirement of Long-term Debt | $ (41,000) |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Jun. 30, 2017 |
Statement Of Cash Flows [Abstract] | |
Interest rate on Senior Notes | 6.00% |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization The accompanying unaudited consolidated financial statements include the accounts of Eldorado Resorts, Inc. (“ERI” or the “Company”), a Nevada corporation formed in September 2013, and its consolidated subsidiaries. The Company acquired Mountaineer, Presque Isle Downs and Scioto Downs in September 2014 pursuant to a merger (the “MTR Merger”) with MTR Gaming Group, Inc. (“MTR Gaming”) and in November 2015 it acquired Circus Reno and the interests in the Silver Legacy that it did not own prior to such date (the “Reno Acquisition”). Throughout the three and six months ended June 30, 2017, ERI owned and operated the following properties: • Eldorado Resort Casino Reno ( “ ” — • Silver Legacy Resort Casino ( “ ” — • Circus Circus Reno ( “ ” — • Eldorado Resort Casino Shreveport ( “ ” — • Mountaineer Casino, Racetrack & Resort ( “ ” — ’ • Presque Isle Downs & Casino ( “ ” — • Eldorado Gaming Scioto Downs ( “ ” — “ ” “ ” In addition, on May 1, 2017, the Company consummated its acquisition of Isle of Capri Casinos, Inc. and acquired the following properties: • Isle Casino Hotel — — • Lady Luck Casino — — • Isle Casino Racing Pompano Park (“Pompano”) — • Isle Casino Bettendorf (“Bettendorf”) — • Isle Casino Waterloo (“Waterloo”) — • Isle of Capri Casino Hotel Lake Charles (“Lake Charles”) — • Isle of Capri Casino Lula (“Lula”) — • Lady Luck Casino Vicksburg (“Vicksburg”) — • Isle of Capri Casino Boonville (“Boonville”) — • Isle Casino Cape Girardeau (“Cape Girardeau”) — • Lady Luck Casino Caruthersville (“Caruthersville ”)— • Isle of Capri Casino Kansas City (“Kansas City”) — • Lady Luck Casino Nemacolin (“Nemacolin”) — On August 22, 2016, Isle entered into an agreement to sell Lake Charles for aggregate consideration of $134.5 million, subject to certain adjustments. The transaction (the “Lake Charles Disposition”) is expected to be completed in 2017, subject to Louisiana Gaming Control Board approval and other customary closing conditions. Acquisition of Isle of Capri Casinos, Inc. On May 1, 2017 (the “Isle Acquisition Date”), the Company completed its acquisition of Isle of Capri Casinos, Inc. pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 19, 2016 with Isle of Capri Casinos, Inc., a Delaware corporation (“Isle” or “Isle of Capri”), Eagle I Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company, and Eagle II Acquisition Company LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (the “Isle Acquisition” or the “Isle Merger”). As a result of the Isle Merger, Isle became a wholly-owned subsidiary of ERI and, at the effective time of the Isle Merger, The total purchase consideration was $1.93 billion (See Note 2). In connection with the Isle Acquisition, the Company completed a debt financing transaction comprised of: (a) a senior secured credit facility in an aggregate principal amount of $1.75 billion with a (i) term loan facility of $1.45 billion and (ii) revolving credit facility of $300.0 million and (b) $375.0 million of senior unsecured notes. The proceeds of such borrowings were used (v) to pay the cash portion of the consideration payable in the Isle Merger, (w) refinance all of Isle’s existing credit facilities, (x) redeem or otherwise repurchase all of Isle’s senior and senior subordinated notes, (y) refinance the Company’s existing credit facility and (z) pay transaction fees and expenses related to the foregoing (See Note 8 for further discussion of the refinancing transaction and terms of such indebtedness). Acquisition charges attributed to the Isle Acquisition are reported on the accompanying income statement related to legal, accounting, financial advisory services, severance, stock awards and other costs totaling $85.5 million and $87.1 million during the three and six months ended June 30, 2017, respectively, and $0.1 million and $0.6 million for the three and six months ended June 30, 2016. As of June 30, 2017, $0.7 million of accrued costs and expenses related to the Isle Acquisition are included in accrued other liabilities. Additionally, we recognized a loss of $26.6 million related to the extinguishment of Isle debt and the payment of interest and call premiums in conjunction with the Isle Acquisition. The accompanying unaudited consolidated financial statements for periods prior to the Isle Acquisition Date are those of ERI and its subsidiaries. The presentation of information herein for periods prior to the Isle Acquisition Date and after the Isle Acquisition Date are not fully comparable because the results of operations for Isle are not included for periods prior to the Isle Acquisition Date. Summary financial results of Isle for the three and nine months ended January 22, 2017 are included in Isle’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”). In conjunction with the Isle Acquisition, Isle is no longer required to file quarterly and annual reports with the SEC, and terminated its registration on May 11, 2017. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation and have been included herein. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The executive decision maker of our Company reviews operating results, assess performance and make decisions on a “significant market” basis. The Company’s management views each of its properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. Prior to the Isle Acquisition, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated. Following the Isle Acquisition, the Company’s principal operating activities occur in four geographic regions and reportable segments based on the similar characteristics of the operating segments within the regions in which the Company operates: West, Midwest, South, and East (See Note 13 for the list of properties included in each segment for the three and six months ended June 30, 2017 and 2016). These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Summary of Significant Accounting Policies - Updates Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary. The trading securities are primarily debt and equity securities that are purchased with the intention to resell in the near term. The trading securities are carried at fair value with changes in fair value recognized in current period income in the accompanying statements of operations. This accounting policy was implemented as of the Isle Acquisition Date. Recently Issued Accounting Pronouncements – New Developments In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, which amends the scope of modification accounting for share-based payment arrangements. An entity should account for the effects of a modification unless the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The standard is effective for the financial statements issued for annual periods and interim periods within those annual periods, beginning after December 15, 2017, and early adoption is permitted. We anticipate adopting this accounting standard during the first quarter of 2018, and are evaluating the impact on our consolidated financial statements. In May 2014 (amended January 2017), FASB issued ASU No. 2014‑09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance, including revenue recognition guidance specific to the gaming industry. The FASB has also recently issued several amendments to the standard, including narrow-scope improvements and practical expedients (ASU 2016-12) and clarification on accounting for and identifying performance obligations (ASU 2016-10). The core principle of the revenue model indicates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The guidance is effective for interim and annual periods beginning after December 15, 2017, and should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. While early adoption is permitted for interim and annual periods beginning after December 15, 2016, we anticipate adopting this standard on January 1, 2018. We are currently in the process of evaluating the full impact adoption of ASU 2014‑09 (as amended) will have on our consolidated financial statements including any new considerations with respect to the Isle Acquisition. We anticipate this new standard will likely have a material impact on our consolidated financial statements. We expect the most significant effect upon adoption of ASU 2014-09 (as amended) will likely be related to 1) the accounting for our customer loyalty program (no longer be recorded at cost, and a deferred revenue model will likely be used to account for the classification and timing of revenue recognized as well as the classification of related expenses for loyalty point redemptions) and 2) the elimination of promotional allowances (the presentation of goods and services provided to our customers without charge, included in gross revenue with a corresponding reduction in promotional allowances, will no longer be reported as revenue and will be recognized based on relative standalone selling prices for transactions with more than one performance obligation). As a result, we expect that gaming revenues will be reduced with a corresponding increase, in total, to food and beverage, hotel, and other revenues. Given our evaluation process is ongoing, the quantitative effects of these changes have not yet been fully determined and are still being analyzed. In February 2016, the FASB issued ASU No. 2016-02 which addresses the recognition and measurement of leases. Under the new guidance, for all leases (with the exception of short-term leases), at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Further, the new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities, which no longer provides a source for off balance sheet financing. The effective date for this update is for the annual and interim periods beginning after December 15, 2018 with early adoption permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. Currently, we do not have any material capital leases nor any material operating leases where we are the lessor. Our operating leases, primarily relating to certain ground leases and slot machines or video lottery terminals (VLTs), will be recorded on the balance sheet as an ROU asset with a corresponding lease liability, which will be amortized using the effective interest rate method as payments are made. The ROU asset will be depreciated on a straight-line basis and recognized as lease expense. The qualitative and quantitative effects of adoption of ASU 2016-02 are still being analyzed, and we are in the process of evaluating the full effect the new guidance will have on our consolidated financial statements including any new considerations with respect to the Isle Acquisition. |
Isle Acquisition and Preliminar
Isle Acquisition and Preliminary Purchase Price Accounting | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Isle Acquisition and Preliminary Purchase Price Accounting | Note 2. Isle Acquisition and Preliminary Purchase Price Accounting On May 1, 2017, the Company completed its acquisition of Isle. The total purchase consideration in the Isle Merger was determined with reference to the fair value on the date of the Merger Agreement as follows: Purchase consideration calculation (dollars in thousands, except shares and stock price) Shares Per share Cash paid for outstanding Isle common stock (1) $ 552,050 Shares of ERI common stock issued for Isle common stock (2) 28,468,182 $ 19.12 544,312 Cash paid by ERI to retire Isle's long-term debt (3) 828,000 Shares of ERI common stock for Isle equity awards (4) 10,383 Purchase consideration $ 1,934,745 (1) The cash component of the consideration represents 58% of the aggregate consideration paid in the Isle Merger. The Merger Agreement provided that Isle stockholders could elect to exchange each share of Isle common stock for either $23.00 in cash or 1.638 shares of ERI common stock, subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% ERI common stock. See discussion of Stock Consideration component in note (2) below. (2) The Stock Consideration component of the consideration represents 42% of the aggregate consideration paid in the Isle Merger. The Merger Agreement provided that 58% of the aggregate consideration would be paid by ERI in cash, as described in note (1) above. The remaining 42% of the aggregate consideration was paid in shares of ERI common stock. The total Stock Consideration and per share consideration above were based on the ERI stock price on April 28, 2017 (the last business day prior to Isle Acquisition Date) which was $19.12 per share. (3) In addition to the cash paid to retire the principal amounts outstanding of Isle’s long-term debt, ERI paid $26.6 million in premiums and interest. (4) This amount represents consideration paid for the replacement of Isle’s outstanding equity awards. As discussed in Note 1, Isle’s outstanding equity awards were replaced by ERI equity awards with similar terms. A portion of the fair value of ERI awards issued represents consideration transferred, while a portion represents compensation expense based on the vesting terms of the equity awards. Preliminary Purchase Price Accounting The following table summarizes the preliminary accounting of the estimated purchase consideration to the identifiable assets acquired and liabilities assumed in the Isle Acquisition as of the Isle Acquisition Date, with the excess recorded as goodwill. The fair values were based on management’s analysis, including preliminary work performed by third-party valuation specialists. The following table summarizes the preliminary purchase price accounting of the acquired assets and liabilities as of June 30, 2017 (dollars in thousands): Current and other assets, net $ 134,143 Property and equipment 853,331 Goodwill 679,656 Intangible assets (i) 470,811 Other noncurrent assets 11,025 Assets held for sale 143,592 Total assets 2,292,558 Current liabilities (138,475 ) Deferred income taxes (ii) (187,127 ) Other noncurrent liabilities (26,762 ) Liabilities related to assets held for sale (5,449 ) Total liabilities (357,813 ) Net assets acquired $ 1,934,745 (i) Intangible assets consist of gaming licenses, trade names, and player relationships. (ii) Deferred tax liabilities were derived based on fair value adjustments for property and equipment and identified intangibles. Valuation methodologies under both a market and income approach used for the identifiable net assets acquired in the Isle Acquisition make use of Level 1 and Level 3 inputs including quoted prices in active markets and discounted cash flows using current interest rates and are provisional pending development of a final valuation. Trade receivables and payables, inventory and other current and noncurrent assets and liabilities were valued at the existing carrying values as they represented the estimated fair value of those items at the Acquisition Date, based on management’s judgement and estimates. The fair value of land was determined using the market approach, which arrives at an indication of value by comparing the site being valued to sites that have been recently acquired in arm’s-length transactions. The market data is then adjusted for any significant differences, to the extent known, between the identified comparable sites and the site being valued. Building and site improvements were valued using the cost approach using a direct cost model built on estimates of replacement cost. With respect to personal property components of the assets, personal property assets with an active and identifiable secondary market such as riverboats, gaming equipment, computer equipment and vehicles were valued using the market approach. Other personal property assets such as furniture, fixtures, computer software, and restaurant equipment were valued using the cost approach which is based on replacement or reproduction costs of the asset. The cost approach is an estimation of fair value developed by computing the current cost of replacing a property and subtracting any depreciation resulting from one or more of the following factors: physical deterioration, functional obsolescence, and/or economic obsolescence. The income approach incorporates all tangible and intangible property and served as a ceiling for the fair values of the acquired assets of the ongoing business enterprise, while still taking into account the premise of highest and best use. In the instance where the business enterprise value developed via the income approach was exceeded by the initial fair values of the underlying assets, an adjustment to reflect economic obsolescence was made to the tangible assets on a pro rata basis to reflect the contributory value of each individual asset to the enterprise as a whole. The fair value of the gaming licenses was determined using the excess earnings or replacement cost methodology based on the respective states’ legislation. The excess earnings methodology, which is an income approach methodology that allocates the projected cash flows of the business to the gaming license intangible assets less charges for the use of other identifiable assets of Isle including working capital, fixed assets and other intangible assets. This methodology was considered appropriate as the gaming licenses are the primary asset of Isle and the licenses are linked to each respective facility. Under the respective state’s gaming legislation, the property specific licenses can only be acquired if a theoretical buyer were to acquire each existing facility. The existing licenses could not be acquired and used for a different facility. The properties’ estimated future cash flows were the primary assumption in the respective valuations. Cash flow estimates included net gaming revenue, gaming operating expenses, general and administrative expenses, and tax expense. The replacement cost methodology is a cost approach methodology based on replacement or reproduction cost of the gaming license as an indicator of fair value. Trademarks are valued using the relief from royalty method, which presumes that without ownership of such trademarks, ERI would have to make a stream of payments to a brand or franchise owner in return for the right to use their name. By virtue of this asset, ERI avoids any such payments and record the related intangible value of ERI’s ownership of the brand name. The primary assumptions in the valuation included revenue, pre-tax royalty rate, and tax expense. ERI has preliminarily assigned an indefinite useful life to the gaming licenses, in accordance with its review of the applicable guidance of ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”). The standard required ERI to consider, among other things, the expected use of the asset, the expected useful life of other related asset or asset group, any legal, regulatory, or contractual provisions that may limit the useful life, ERI’s own historical experience in renewing similar arrangements, the effects of obsolescence, demand and other economic factors, and the maintenance expenditures required to obtain the expected cash flows. In that analysis, ERI determined that no legal, regulatory, contractual, competitive, economic or other factors limit the useful lives of these intangible assets. The acquired Isle properties currently have licenses in Pennsylvania, Iowa, Missouri, Mississippi, Florida and Colorado. The renewal of each state’s gaming license depends on a number of factors, including payment of certain fees and taxes, providing certain information to the state’s gaming regulator, and meeting certain inspection requirements. However, ERI’s historical experience has not indicated, nor does ERI expect, any limitations regarding its ability to continue to renew each license. No other competitive, contractual, or economic factor limits the useful lives of these assets. Accordingly, ERI has preliminarily concluded that the useful lives of these licenses are indefinite. For the period from the Isle Acquisition Date through June 30, 2017, Isle generated net revenue of $134.3 million and net income of $5.3 million. Unaudited Pro Forma Information The following unaudited pro forma information presents the results of operations of the Company for the six months ended June 30, 2017 and 2016, which give effect to the Isle Acquisition, the Lake Charles Disposition, and Isle’s sale of the Lady Luck Casino Marquette, which closed on March 13, 2017, as if each of such transactions had occurred on January 1, 2016 (in thousands): Six Months Ended June 30, 2017 June 30, 2016 Net revenues $ 847,124 $ 877,058 Net income (loss) from continuing operations 48,018 (14,084 ) Net income (loss) 52,972 (8,854 ) These pro forma results do not necessarily represent the results of operations that would have been achieved if the Isle Acquisition had taken place on January 1, 2016, nor are they indicative of the results of operations for future periods. The pro forma amounts include the historical operating results of the Company and Isle prior to the Isle Acquisition, with adjustments factually supportable and directly attributable to the Isle Acquisition. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations On August 22, 2016, Isle entered into a definitive agreement to sell its casino and hotel property in Lake Charles, Louisiana, for $134.5 million, subject to a customary purchase price adjustment, to an affiliate of Laguna Development Corporation, a Pueblo of a Laguna-owned business based in Albuquerque, New Mexico. The transaction is expected to be completed in 2017, subject to Louisiana Gaming Board approval and other customary closing conditions. Isle received a $20.0 million deposit related to this transaction, which is reflected in restricted cash within current assets in the consolidated balance sheet as of June 30, 2017. As of the Isle Acquisition Date, Lake Charles met the requirements for presentation as assets held for sale and discontinued operation under generally accepted accounting principles. Accordingly, the operations of Lake Charles has been classified as discontinued operations and as assets held for sale for all periods presented. The results of Isle’s discontinued operations are summarized as follows (in thousands): Discontinued Operations May 1 - June 30, 2017 Net revenues $ 18,434 Pretax income from discontinued operations $ 1,540 Income tax provision from discontinued operations (585 ) Income from discontinued operations $ 955 The assets and liabilities held for sale were as follows (in thousands): June 30, 2017 Assets: Accounts receivable $ 544 Inventory 538 Prepaid expenses and other assets 932 Property and equipment, net 59,346 Goodwill 36,353 Other intangible assets, net 45,659 Prepaid deposits and other 220 Total assets held for sale $ 143,592 Liabilities: Accounts payable $ 1,369 Payroll and related 1,335 Property and other taxes 788 Progressive jackpots and slot club awards 1,663 Other 294 Total liabilities assets held for sale $ 5,449 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Note 4. Investment in Unconsolidated Affiliates Hotel Partnership. The Company holds a 42.1% variable interest in a partnership with other investors that developed a new 118-room Hampton Inn & Suites hotel at Scioto Downs that opened in March 2017. Pursuant to the terms of the partnership agreement, the Company contributed $1.0 million of cash and 2.4 acres of a leasehold immediately adjacent to The Brew Brothers microbrewery and restaurant at Scioto Downs. The partnership constructed the hotel at a cost of $16.0 million and other investor members operate the hotel. The Company is not the primary beneficiary, and therefore, the entity is accounted for under the equity method of accounting. As of June 30, 2017, the Company’s investment in the partnership was $1.0 million, classified as “Investment in and advances to unconsolidated affiliates” in the consolidated balance sheets, representing the Company’s maximum exposure to loss. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Share Based Compensation [Abstract] | |
Stock-Based Compensation | Note 5. Stock-Based Compensation The Board of Directors (“BOD”) adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan (“2015 Plan”) on January 23, 2015 and our shareholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. The Plan permits the granting of stock options, including incentive stock options (“ERI Stock Options”), stock appreciation rights, restricted stock or restricted stock units (“RSUs”), performance awards, and other stock-based awards and dividend equivalents. ERI Stock Options primarily vest ratably over three years and RSUs granted to employees and executive officers primarily vest and become non-forfeitable upon the third anniversary of the date of grant. RSUs granted to non-employee directors vest immediately and are delivered upon the date that is the earlier of termination of service on the BOD or the consummation of a change of control of the Company. The performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Payout ranges are from 0% up to 200% of the award target. Pursuant to the Merger Agreement, the outstanding equity awards of Isle were converted into comparable equity awards of ERI stock as follows: Isle stock options. Each option or other right to acquire Isle common stock (each an “Isle Stock Option”) that was outstanding immediately prior to the Isle Acquisition Date (whether vested or unvested), as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement), (ii) ceased to represent an option or right to acquire shares of Isle common stock, and (iii) was converted into an option or right to purchase that number of shares ERI common stock equal to the number of shares of Isle common stock subject to the Isle Stock Option multiplied by the Stock Consideration at an exercise price equal to the exercise price of the Isle Stock Option divided by the Stock Consideration, subject to the same restrictions and other terms as are set forth in the Isle equity incentive plan, the award agreement pursuant to which such Isle Stock Option was granted and, if applicable, any other relevant agreements (such as an employment agreement). Isle restricted stock awards. Each share of Isle common stock subject to vesting, repurchase or lapse restrictions (each an “Isle Restricted Share”) that was outstanding under any Isle equity plan or otherwise immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement) and was exchanged for shares of ERI common stock (in an amount equal to the Stock Consideration, with aggregated fractional shares rounded to the nearest whole share) and remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle Restricted Share was granted, and, if applicable, any other relevant agreements (such as an employment agreement). Isle performance stock units. Each performance stock unit (each, an “Isle PSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement), (ii) was converted into a number of performance stock units in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share) at the target level of performance, and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle PSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement). Isle restricted stock units. Each restricted stock unit, deferred stock unit or phantom unit in respect of a share of Isle common stock granted under the applicable Isle stock plan or otherwise, including any such units held in participant accounts under any employee benefit or compensation plan or arrangement of Isle, other than an Isle PSU (each an “Isle RSU”) that was outstanding immediately prior to the Isle Acquisition Date, as of the Isle Acquisition Date, (i) continued to vest or accelerate (if unvested), as the case may be, in accordance with the applicable Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan), (ii) was converted into a number of restricted stock units, deferred stock units or phantom units, as applicable, in respect of shares of ERI common stock, in an amount equal to the Stock Consideration (with aggregated fractional shares rounded to the nearest whole share), and (iii) remain subject to the same restrictions and other terms as are set forth in the Isle stock plan, the award agreement pursuant to which such Isle RSU was granted, and, if applicable, any other relevant agreements (such as an employment agreement or applicable employee benefit plan). The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”). Total stock-based compensation expense recognized was $1.3 million and $0.6 million for the three months ended June 30, 2017 and 2016, respectively, and $3.0 million and $2.0 million for the six months ended June 30, 2017 and 2016, respectively. In the first quarter of 2016, the Company’s chief operating officer terminated employment and the chief financial officer retired. In conjunction with the termination and retirement, unvested RSUs totaling 167,511, which were outstanding as of December 31, 2015, immediately vested representing an additional $0.5 million included in stock compensation expense during the first quarter of 2016. Additionally, severance costs totaling $1.4 million were recognized in the first quarter of 2016. These amounts are included in corporate expenses and, in the case of certain property positions, general and administrative expenses in the Company’s consolidated statements of operations. We recognized a reduction in income tax expense of $0.5 million and $0.3 million for the three months ended June 30, 2017 and 2016, respectively, and $0.6 million and $0.7 million for the six months ended June 30, 2017 and 2016, respectively, for excess tax benefits related to stock-based compensation. On January 27, 2017, the Company granted 298,761 RSUs to executive officers and key employees, and 46,282 RSUs to non-employee members of the BOD under the 2015 Plan. The RSUs had a fair value of $15.50 per unit which was the NASDAQ closing price on that date. An additional 39,661 RSUs were also granted to key employees during the six months ended June 30, 2017. A summary of the RSU activity for the six months ended June 30, 2017 is as follows: Weighted- Weighted- Average Average Equity Grant Date Remaining Aggregate Awards Fair Value Contractual Life Fair Value (in years) (in millions) Unvested outstanding as of December 31, 2016 982,370 $ 6.45 1.41 $ 6.3 Granted (1) 384,704 15.89 Exchanged (2) 860,557 18.94 Canceled (8,150 ) 14.20 Vested (673,425 ) 18.14 Unvested outstanding as of June 30, 2017 1,546,056 $ 10.62 1.17 $ 16.4 (1) Includes 100,829 of performance awards at 100% of target and 283,875 time-based awards at 100% of target. (2) Represents exchanged Isle RSUs as a result of the Isle Acquisition based on the average of the ERI share price on the grant dates. As of June 30, 2017, the Company had approximately $7.7 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of approximately 1.17 years. A summary of the ERI Stock Option activity for the six months ended June 30, 2017 is as follows: Weighted- Range of Weighted- Average Average Remaining Aggregate Options Exercise Prices Exercise Price Contractual Life Intrinsic Value (in years) (in millions) Outstanding as of December 31, 2016 169,300 $ 2.44 $ 16.27 $ 9.94 0.86 $ 1.2 Exchanged (1) 1,351,168 6.87 15.60 10.12 Expired (51,700 ) 2.44 3.94 2.97 Exercised (975,174 ) 6.87 16.27 9.34 Outstanding as of June 30, 2017 493,594 $ 3.94 $ 15.60 $ 12.24 1.21 $ 3.7 (1) Represents exchanged Isle Stock Options as a result of the Isle Acquisition. During the six months ended June 30, 2017, we exchanged 1,351,168 non-qualified stock options, which have a maximum term of ten years from the grant date and are exercisable in yearly installments of 20% commencing one year after the grant date. The options have a weighted average per share Isle Acquisition Date fair value of $9.90 utilizing the Black-Scholes-Merton option pricing model with the range of assumptions disclosed in the following table: Six Months Ended June 30, 2017 Weighted average expected volatility 40.0 % Expected dividend yield 0.0 % Weighted average expected term (in years) 0.66 Weighted average risk-free interest rate 1.08 % Weighted average volatility is calculated using the historical volatility of our stock price over a range of dates equal to the expected term of the grant’s options. The weighted average expected term is calculated using historical data that is representative of the option for which the fair value is to be determined. The expected term represents the period of time that options granted are expected to be outstanding. The weighted average risk-free rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the approximate period of time equivalent to the grant’s expected term. The Company’s unrecognized compensation cost for unvested options was $0.3 million as of June 30, 2017. A summary of the ERI Restricted Stock Awards activity for the six months ended June 30, 2017 is as follows: Weighted- Weighted- Average Average Grant Date Remaining Aggregate Restricted Stock Fair Value Contractual Fair Value (in years) (in Outstanding as of December 31, 2016 — $ — — $ — Exchanged (1) 180,374 19.23 Vested (155,548 ) 19.25 Outstanding as of June 30, 2017 24,826 $ 19.13 0.52 $ 0.5 (1) Represents exchanged Isle Restricted Stock Awards as a result of the Isle Acquisition. The Company’s unrecognized compensation cost for unvested restricted stock awards was $0.2 million as of June 30, 2017 |
Other and Intangible Assets, Ne
Other and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2017 | |
Other And Intangible Assets Net Disclosure [Abstract] | |
Other and Intangible Assets, Net | Note 6. Other and Intangible Assets, net Other and intangible assets, net, include the following amounts (in thousands): June 30, December 31, 2017 2016 Useful Life (unaudited) Goodwill $ 746,482 $ 66,826 Indefinite Gaming license $ 846,374 $ 482,074 Indefinite Trade names 95,850 3,100 Indefinite Trade names 6,700 6,700 1 - 3.5 years Loyalty programs 21,461 7,700 1 - 3 years Subtotal 970,385 499,574 Accumulated amortization trade names (5,332 ) (4,376 ) Accumulated amortization loyalty programs (8,363 ) (7,700 ) Total gaming licenses and other intangible assets $ 956,690 $ 487,498 Non-operating real property $ 18,069 $ 14,219 Land held for development $ 906 $ 906 Other 16,408 9,214 Total other assets, net $ 17,314 $ 10,120 Goodwill represents the excess of the purchase prices of acquiring MTR Gaming and Isle over the fair market value of the net assets acquired. Gaming licenses represent intangible assets acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate in the jurisdiction. These gaming license rights are not subject to amortization as the Company has determined that they have an indefinite useful lives. Amortization expense with respect to trade names and the loyalty program for the three and six months ended June 30, 2017 amounted to $1.1 million and $1.6 million, respectively, and $1.2 million and $2.4 million for the three and six months ended June 30, 2016, respectively, which is included in depreciation and amortization expense in the consolidated statements of operations. Such amortization expense is expected to be $3.4 million for the remainder of December 31, 2017 and $5.0 million, $4.6 million and $1.5 million for the years ended December 31, 2018, 2019 and 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes The Company and its subsidiaries file US federal income tax returns and various state and local income tax returns. The Company does not have tax sharing agreements with the other members within the consolidated ERI group. With few exceptions, the Company is no longer subject to US federal or state and local tax examinations by tax authorities for years before 2009. The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes For the three and six months ended June 30, 2017, the difference between the effective rate and the statutory rate is attributed primarily to non-deductible transaction costs incurred and changes in the effective state tax rate associated with the Isle Acquisition. For the three and six months ended June 30, 2016, the difference between the effective rate and the statutory rate is attributed primarily to state and local income taxes less excess tax benefits associated with stock compensation. For income tax purposes the Company amortizes or depreciates certain assets that have been assigned an indefinite life for book purposes. The incremental amortization or depreciation deductions for income tax purposes result in an increase in certain deferred tax liabilities that cannot be used as a source of future taxable income for purposes of measuring the Company’s need for a valuation allowance against the net deferred tax assets. Therefore, we expect to record non cash deferred tax expense as we amortize these assets for tax purposes. For the three and six months ended June 30, 2017, the Company’s tax benefit from continuing operations was $39.7 million and $39.2 million, respectively. ended June 30, 2016, the Company’s tax expense $6.0 million and $7.8 million, respectively. As of June 30, 2017 and 2016, there were no unrecognized The Company was notified by the Internal Revenue Service in October of 2016 that its federal tax return for the year ended December 31, 2014 had been selected for examination. As of June 30, 2017, there have been no proposed adjustments. Management believes that its tax positions are appropriate and that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, we would be required to adjust our provision for income taxes in the period such resolution occurs. While the Company believes its reported results are materially accurate, any significant adjustments could have a material adverse effect on the Company’s results of operations, cash flows and financial position if not resolved within expectations. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 8. Long-Term Debt Long‑term debt consisted of the following (in thousands): June 30, December 31, 2017 2016 (unaudited) New Term Loan $ 1,446,375 $ — Less: Unamortized discount and debt issuance costs (30,828 ) — Net 1,415,547 — 6% Senior Notes 375,000 — Less: Unamortized debt issuance costs (15,855 ) — Net 359,145 — 7% Senior Notes 375,000 375,000 Less: Unamortized discount and debt issuance costs (7,652 ) (8,141 ) Net 367,348 366,859 New Revolving Credit Facility 90,000 — Less: Unamortized debt issuance costs (9,620 ) — Net 80,380 — Term Loan — 418,625 Less: Unamortized discount and debt issuance costs — (12,578 ) Net — 406,047 Revolving Credit Facility — 29,000 Less: Unamortized debt issuance costs — (2,023 ) Net — 26,977 Capital leases 1,198 543 Long-term notes payable 2,973 — Less: Current portion (15,568 ) (4,545 ) Total long-term debt $ 2,211,023 $ 795,881 In connection with the Isle Acquisition, the Company completed a debt financing transaction comprised of: (a) a senior secured credit facility in an aggregate principal amount of $1.75 billion with a (i) term loan facility of $1.45 billion and (ii) revolving credit facility of $300.0 million and (b) $375.0 million of senior unsecured notes. The proceeds of such borrowings were used (v) to pay the cash portion of the consideration payable in the Isle Merger, (w) refinance all of Isle’s existing credit facilities, (x) redeem or otherwise repurchase all of Isle’s and senior and senior subordinated notes, (y) refinance the Company’s existing credit facility and (z) pay transaction fees and expenses related to the foregoing. Scheduled maturities of long‑term debt are $90.0 million in 2022, $375.0 million in 2023, $1.35 billion in 2024, and $375.0 million in 2025. Amortization of the debt issuance costs and the discount associated with the 7% Senior Notes, Term Loan and Revolving Credit Facility totaled $0.5 million and $1.4 million for the three and six months ended June 30, 2017, respectively, and $0.9 million and $1.8 million for the three and six months ended June 30, 2016, respectively. In accordance with ASC Topic 470-50, “Debt Modifications and Extinguishments” (“ASC 470-50”), the Company recognized a loss totaling $0.7 million during the three and six months ended June 30, 2017 as a result of the refinance of the Credit Facility in May 2017. Amortization of the debt issuance costs associated with the 6% Senior Notes and New Credit Facility totaled $1.7 million for the three and six months ended June 30, 2017. Amortization of debt issuance costs is computed using the effective interest method and is included in interest expense. The Company is a holding company with no independent assets or operations. Our 6% Senior Notes and 7% Senior Notes (each as defined below) are fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our subsidiaries. Any subsidiaries which have not guaranteed such notes are “minor” (as defined in Rule 3-10(h) of Regulation S-X). As of June 30, 2017, there were no significant restrictions on the ability of our subsidiaries to distribute cash to us or our guarantor subsidiaries. Senior Notes 7.0% Senior Notes On July 23, 2015, the Company issued at par $375.0 million in aggregate principal amount of 7.0% senior notes due 2023 (“7% Senior Notes”) pursuant to the indenture, dated as of July 23, 2015 (the “Indenture”), between the Company and U.S. Bank, National Association, as Trustee. The 7% Senior Notes are guaranteed by all of the Company’s direct and indirect restricted subsidiaries. CC-Reno, LLC and the Circus and Eldorado Joint Venture, LLC became guarantors in June 2016 upon receipt of the required gaming regulatory approval which occurred in May 2016. The 7% Senior Notes will mature on August 1, 2023, with interest payable semi-annually in arrears on February 1 and August 1 of each year. On or after August 1, 2018, the Company may redeem all or a portion of the 7% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7% Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below: Year Percentage 2018 105.250 % 2019 103.500 % 2020 101.750 % 2021 and thereafter 100.000 % Prior to August 1, 2018, the Company may redeem all or a portion of the 7% Senior Notes at a price equal to 100% of the 7% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to August 1, 2018, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 7% Senior Notes with proceeds of certain equity financings at a redemption price equal to 107% of the principal amount of the 7% Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the Indenture), it must offer to repurchase the 7% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the 7% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The 7% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities. The Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to: • pay dividends or distributions or make certain other restricted payments or investments; • incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 7% Senior Notes or the guarantees of the 7% Senior Notes; • create liens; • transfer and sell assets; • merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets; • enter into certain transactions with affiliates; • engage in lines of business other than the Company’s core business and related businesses; and • create restrictions on dividends or other payments by restricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 7% Senior Notes to be declared due and payable. As of June 30, 2017, the Company was in compliance with all of the covenants under the indenture relating to the 7% Senior Notes. 6.0% Senior Notes On March 29, 2017, Eagle II Acquisition Company LLC (“Eagle II”), a wholly-owned subsidiary of the Company, issued $375.0 million aggregate principal amount of 6% Senior Notes due 2025 (the “6% Senior Notes”) pursuant to an indenture, dated as of March 29, 2017 (the “New Indenture”), between Eagle II and U.S. Bank, National Association, as Trustee. The 6% Senior Notes will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2017. The proceeds of the offering, and additional funds in the amount of $1.9 million in respect of interest expected to be accrued on the 6% Notes, were placed in escrow pending satisfaction of certain conditions, including consummation of the Isle Acquisition. In connection with the consummation of the Isle Acquisition on May 1, 2017, the escrowed funds were released and ERI assumed Eagle II’s obligations under the 6% Senior Notes and the New Indenture and certain of ERI’s subsidiaries (including Isle and certain of its subsidiaries) executed guarantees of ERI’s obligations under the 6% Senior Notes. On or after April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below: Year Percentage 2020 104.500 % 2021 103.000 % 2022 101.500 % 2023 and thereafter 100.000 % Prior to April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes at a price equal to 100% of the 6% Senior Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to August 1, 2018, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 6% Senior Notes with proceeds of certain equity financings at a redemption price equal to 106% of the principal amount of the 6% Senior Notes redeemed, plus accrued and unpaid interest. If the Company experiences certain change of control events (as defined in the Indenture), it must offer to repurchase the 6% Senior Notes at 101% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the 6% Senior Notes at 100% of their principal amount, plus accrued and unpaid interest to the applicable repurchase date. The 6% Senior Notes are subject to redemption imposed by gaming laws and regulations of applicable gaming regulatory authorities. The New Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to: • pay dividends or distributions or make certain other restricted payments or investments; • incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the 6% Senior Notes or the guarantees of the 6% Senior Notes ; • create liens; • transfer and sell assets; • merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets; • enter into certain transactions with affiliates; • engage in lines of business other than the Company’s core business and related businesses; and • create restrictions on dividends or other payments by restricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The New Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such 6% Senior Notes to be declared due and payable. As of June 30, 2017, the Company was in compliance with all of the covenants under the indenture relating to the 6% Senior Notes. Refinancing of the Term Loan and Revolving Credit Facility Credit Facility On July 23, 2015, the Company entered into a new $425.0 million seven year term loan (the “Term Loan”) and a $150.0 million five year revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facility”). The Term Loan bore interest at a rate per annum of, at the Company’s option, either (x) LIBOR plus 3.25%, with a LIBOR floor of 1.0%, or (y) a base rate plus 2.25%. Borrowings under the Revolving Credit Facility bore interest at a rate per annum of, at the Company’s option, either (x) LIBOR plus a spread ranging from 2.5% to 3.25% or (y) a base rate plus a spread ranging from 1.5% to 2.25%, in each case with the spread determined based on the Company’s total leverage ratio. Additionally, the Company paid a commitment fee on the unused portion of the Revolving Credit Facility not being utilized in the amount of 0.50% per annum. On May 1, 2017, all of the outstanding amounts under the Credit Facility were repaid with proceeds of borrowings under the New Credit Facility (as defined below) and the Credit Facility was terminated. New Credit Facility On April 17, 2017, Eagle II entered into a new credit agreement by and among Eagle II, as initial borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto dated as of April 17, 2017 (the “New Credit Facility”), consisting of a $1.45 billion term loan facility (the “New Term Loan Facility” or “New Term Loan”) and a $300.0 million revolving credit facility (the “New Revolving Credit Facility”), which was undrawn at closing. As of June 30, 2017, the Company had $1.45 billion outstanding on the New Term Loan and $90.0 million in borrowings outstanding under the New Revolving Credit Facility. The Company had $201.3 million of available borrowing capacity, after consideration of $8.7 million in outstanding letters of credit, under its New Revolving Credit Facility as of June 30, 2017. At June 30, 2017, the interest rate on the New Term Loan was 3.375%, and the weighted average interest rate on the New Revolving Credit Facility was 3.75% based upon the weighted average interest rate of borrowings outstanding on our New Revolving Credit Facility as of June 30, 2017. The Company applied the net proceeds of the New Term Loan Facility and borrowings under the New Revolving Credit Facility, together with the proceeds of the 6% Senior Notes, and cash on hand, to (i) pay the cash portion of the consideration payable in the Isle Merger, (ii) refinance all of the debt outstanding under Isle’s existing credit facility, (iii) redeem or otherwise repurchase all of Isle’s outstanding senior and senior subordinated notes, (iv) refinance the Company’s Credit Facility and (v) pay fees and costs associated with the foregoing. The Company ’ ’ The interest rate per annum applicable to loans under the New Revolving Credit Facility are, at our option, either (i) LIBOR plus a margin ranging from 1.75% to 2.50% or (ii) a base rate plus a margin ranging from 0.75% to 1.50%, which margin is based on our total leverage ratio. The interest rate per annum applicable to the loans under the New Term Loan Facility is, at our option, either (i) LIBOR plus 2.25%, or (ii) a base rate plus 1.25%; provided, however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term of the New Term Loan Facility or the New Revolving Credit Facility. Additionally, the Company pays a commitment fee on the unused portion of the Revolving Credit Facility not being utilized in the amount of 0.50% per annum. The New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company ’ The New Credit Facility is secured by substantially all of the Company’s personal property assets and substantially all personal property assets of each subsidiary that guaranties the New Credit Facility (other than certain subsidiary guarantors designated as immaterial) (the “New Credit Facility Guarantors”), whether owned on the closing date of the New Credit Facility or thereafter acquired, and mortgages on the real property and improvements owned or leased us or the New Credit Facility Guarantors. The New Credit Facility is also secured by a pledge of all of the equity owned by the Company and the New Credit Facility Guarantors (subject to certain gaming law restrictions). The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability and the ability of the New Credit Facility Guarantors to incur additional indebtedness, create liens on collateral, engage in mergers, consolidations or asset dispositions, make distributions, make investments, loans or advances, engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The New Credit Facility also includes certain financial covenants, including the requirements that we maintain throughout the term of the New Credit Facility and measured as of the end of each fiscal quarter, and solely with respect to loans under the New Revolving Credit Facility, a maximum consolidated total leverage ratio of not more than 6.50 to 1.00 for the period beginning on the closing date and ending with the fiscal quarter ending December 31, 2018, 6.00 to 1.00 for the period beginning with the fiscal quarter ending January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 5.50 to 1.00 for the period beginning with the fiscal quarter ending January 1, 2020 and thereafter. The Company will also be required to maintain an interest coverage ratio in an amount not less than 2.00 to 1.00 measured on the last day of each fiscal quarter beginning on the closing date, and ending with the fiscal quarter ending December 31, 2018, 2.50 to 1.00 for the period beginning with the fiscal quarter ending January 1, 2019 and ending with the fiscal quarter ending December 31, 2019, and 2.75 to 1.00 for the period beginning with the fiscal quarter ending January 1, 2020 and thereafter. The New Credit Facility contains a number of customary events of default, including, among others, for the non-payment of principal, interest or other amounts, the inaccuracy of certain representations and warranties, the failure to perform or observe certain covenants, a cross default to our other indebtedness including the Notes, certain events of bankruptcy or insolvency; certain ERISA events, the invalidity of certain loan documents, certain changes of control and the loss of certain classes of licenses to conduct gaming. If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts outstanding thereunder and taking all actions permitted to be taken by a secured creditor . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 9. Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three‑tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows: • Level 1 Inputs : Quoted market prices in active markets for identical assets or liabilities. • Level 2 Inputs : Observable market‑based inputs or unobservable inputs that are corroborated by market data. • Level 3 Inputs : Unobservable inputs that are not corroborated by market data. The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value: Cash and Cash Equivalents: Cash equivalents include investments in money market funds. Investments in this category can be redeemed immediately at the current net asset value per share. A money market fund is a mutual fund whose investments are primarily in short‑term debt securities designed to maximize current income with liquidity and capital preservation, usually maintaining per share net asset value at a constant amount, such as one dollar. The carrying amounts approximate the fair value because of the short maturity of those instruments (Level 1). Restricted Cash and Investments: Restricted cash includes unredeemed winning tickets from the Company’s racing operations, funds related to horsemen’s fines and certain simulcasting funds that are restricted to payments for improving horsemen’s facilities and racing purses, cash deposits that serve as collateral for letters of credit, surety bonds and short-term certificates of deposit that serve as collateral for certain bonding requirements. The estimated fair values of our restricted cash and investments are based upon quoted prices available in active markets (Level 1), or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold our restricted cash and investments. Accounts Receivable and Credit Risk. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of casino accounts receivable. The Company issues markers to approved casino customers following background checks and assessments of creditworthiness. Trade receivables, including casino and hotel receivables, are typically non‑interest bearing. Accounts are written off when management deems the account to be uncollectible. Recoveries of accounts previously written off are recorded when received. An estimated allowance for doubtful accounts is maintained to reduce the Company’s receivables to their carrying amount, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as historical collection experience and current economic and business conditions. Management believes that no significant concentrations of credit risk related to receivables existed. There were no transfers between Level 1 and Level 2 investments. Marketable Securities: Marketable securities consist primarily of trading securities held the Company’s captive insurance subsidiary. The estimated fair values of the Company’s marketable securities are determined on an individual asset basis based upon quoted prices of identical assets available in active markets (Level 1), quoted prices of identical assets in inactive markets, or quoted prices for similar assets in active and inactive markets (Level 2), and represent the amounts we would expect to receive if we sold these marketable securities. Long‑term Debt: The fair value of our long-term debt or other long-term obligations is estimated based on the quoted market price of the underlying debt issue (Level 1) or, when a quoted market price is not available, the discounted cash flow of future payments utilizing current rates available to us for the debt of similar remaining maturities (Level 2). Debt obligations with a short remaining maturity have a carrying amount that approximates fair value. Acquisition-Related Contingent Consideration: Contingent consideration related to the July 2003 acquisition of Scioto Downs represents the estimate of amounts to be paid to former stockholders of Scioto Downs under certain earn-out provisions. The Company considers the acquisition related contingency’s fair value measurement, which includes forecast assumptions, to be Level 3 within the fair value hierarchy. The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands): June 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents $ 103,624 $ 103,624 $ 61,029 $ 61,029 Restricted cash 22,566 32,516 2,414 2,414 Marketable securities 17,437 17,437 — — Financial liabilities: 7% Senior Notes $ 367,348 $ 405,000 $ 366,859 $ 397,500 6% Senior Notes 359,145 397,500 — — New Term Loan 1,415,547 1,433,792 — — New Revolving Credit Facility 80,380 90,000 — — Other long-term debt 2,973 2,973 — — Term Loan — — 406,047 423,858 Revolving Credit Facility — — 26,977 29,000 Acquisition-related contingent considerations 533 533 496 496 The following table represents the change in acquisition-related contingent consideration liabilities for the period December 31, 2016 to June 30, 2017: Balance as of December 31, 2016 $ 496 Amortization of present value discount (1) 34 Fair value adjustment for change in consideration expected to be paid (2) 3 Balance as of June 30, 2017 $ 533 (1) Changes in present value are included as a component of interest expense in the consolidated statements of operations. (2) Fair value adjustments for changes in earn-out estimates are included in general and administrative expense in the consolidated statements of operations. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share Basic And Diluted [Abstract] | |
Earnings per Share | Note 10. Earnings per Share The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the three and six months ended June 30, 2017 and 2016 (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 (unaudited) (unaudited) Net (loss) income from continuing operations $ (47,283 ) $ 10,791 $ (46,262 ) $ 14,160 Income from discontinued operations, net of income taxes 955 — 955 — Net (loss) income available to common stockholders $ (46,328 ) $ 10,791 $ (45,307 ) $ 14,160 Shares outstanding: Weighted average shares outstanding - basic 67,453,095 47,071,608 57,405,834 46,966,391 Effect of dilutive securities: Stock options 78,435 111,456 64,617 130,107 RSUs 937,661 538,011 868,987 495,460 Weighted average shares outstanding - diluted 68,469,191 47,721,075 58,339,438 47,591,958 (Loss) income per common share attributable to common stockholders - basic: Net (loss) income from continuing operations $ (0.70 ) $ 0.23 $ (0.81 ) $ 0.30 Income from discontinued operations, net of income taxes 0.01 — 0.02 — Net (loss) income attributable to common stockholders $ (0.69 ) $ 0.23 $ (0.79 ) $ 0.30 (Loss) income per common share attributable to common stockholders - diluted: Net (loss) income from continuing operations $ (0.70 ) $ 0.23 $ (0.81 ) $ 0.30 Income from discontinued operations, net of income taxes 0.01 — 0.02 — Net (loss) income attributable to common stockholders $ (0.69 ) $ 0.23 $ (0.79 ) $ 0.30 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Litigation. The Company is a party to various lawsuits, which have arisen in the normal course of business. Estimated losses are accrued for these lawsuits and claims when the loss is probable and can be estimated. The current liability for the estimated losses associated with those lawsuits is not material to the consolidated financial condition and those estimated losses are not expected to have a material impact on the results of operations. In connection with the Isle Merger, a class action lawsuit was filed by a purported stockholder of the Company alleging breach of fiduciary duty by the Company board of directors in connection with the Isle Merger. The case was filed on November 8, 2016 in the Second Judicial District Court of the State of Nevada and is captioned Assad v. Eldorado Resorts, Inc., et. al, case no. CV 16-02312. The lawsuit, which purported to be a class action on behalf of all of the stockholders of the Company, alleged, among other things, breach of fiduciary duty in failing to disclose all material information to stockholders in seeking approval of the issuance of shares of Company Common Stock in the Isle Merger and requested injunctive relief. In the suit, the Plaintiff sought to enjoin the shareholder meeting to approve the sale. The request to enjoin the shareholder meeting lawsuit has since been withdrawn and, on May 31, 2017, the Court denied plaintiff’s application for an award of attorneys’ fees and expenses. The Company expects this matter to be dismissed. Agreements with Horsemen and Pari-mutuel Clerks. The Federal Interstate Horse Racing Act and the state racing laws in West Virginia, Ohio and Pennsylvania require that, in order to simulcast races, we have written agreements with the horse owners and trainers at those racetracks. In addition, in order to operate slot machines in West Virginia, we are required to enter into written agreements regarding the proceeds of the slot machines (a “proceeds agreement”) with a representative of a majority of the horse owners and trainers and with a representative of a majority of the pari‑mutuel clerks. In Pennsylvania and Ohio, we must have an agreement with the representative of the horse owners. We have the requisite agreements in place with the horsemen at Mountaineer until December 31, 2018. With respect to the Mountaineer pari‑mutuel clerks, we have a labor agreement in force until November 30, 2017, which will automatically renew for an additional one-year period, and a proceeds agreement until April 14, 2018. We are required to have a proceeds agreement in effect on July 1 of each year with the horsemen and the pari‑mutuel clerks as a condition to renewal of our video lottery license for such year. If the requisite proceeds agreement is not in place as of July 1 of a particular year, Mountaineer’s application for renewal of its video lottery license could be denied, in which case Mountaineer would not be permitted to operate either its slot machines or table games. Scioto Downs has the requisite agreement in place with the OHHA until December 31, 2023, with automatic two-year renewals unless either party requests re‑negotiation pursuant to its terms. Presque Isle Downs has the requisite agreement in place with the Pennsylvania Horsemen’s Benevolent and Protective Association until May 1, 2019. With the exception of the respective Mountaineer, Presque Isle Downs and Scioto Downs horsemen’s agreements and the agreement between Mountaineer and the pari‑mutuel clerks’ union described above, each of the agreements referred to in this paragraph may be terminated upon written notice by either party. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 12. Due to Affiliate The accompanying balance sheets include the Company’s payable to C.S. &Y. Associates, a general partnership of which Donald L. Carano is a general partner (“CS&Y”). Mr. Carano is also a major shareholder in the Company. The Company owns the entire parcel on which Eldorado Reno is located, except for approximately 30,000 square feet which is leased from CS&Y. No amounts were due to or due from CS&Y as of June 30, 2017. As of December 31, 2016, the Company’s payable to CS&Y totaled $0.3 million and is reflected on the accompanying balance sheet under “due to affiliates.” |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information We view each of our properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, and their management and reporting structure. Prior to the Isle Acquisition, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated as follows: Segment Property State Nevada Eldorado Reno Nevada Silver Legacy Nevada Circus Reno Nevada Louisiana Eldorado Shreveport Louisiana Eastern Presque Isle Downs Pennsylvania Scioto Downs Ohio Mountaineer West Virginia Following the Isle Acquisition, the Company’s principal operating activities expanded and now occur in four geographic regions and reportable segments based on the similar characteristics of the operating segments within the regions in which they operate. The following table summarizes our current segments: Segment Property State West Eldorado Reno Nevada Silver Legacy Nevada Circus Reno Nevada Isle Black Hawk Colorado Lady Luck Black Hawk Colorado Midwest Waterloo Iowa Bettendorf Iowa Boonville Missouri Cape Girardeau Missouri Caruthersville Missouri Kansas City Missouri South Pompano Florida Eldorado Shreveport Louisiana Lula Mississippi Vicksburg Mississippi East Presque Isle Downs Pennsylvania Nemacolin Pennsylvania Scioto Downs Ohio Mountaineer West Virginia The following table sets forth, for the periods indicated, certain operating data for our four reportable segments. Amounts related to pre-acquisition periods (prior to May 1, 2017) conform to prior presentation as the additional operating segments associated with the Isle Acquisition are incremental to the previously disclosed reportable segments. Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 (in thousands, unaudited) Revenues and expenses West: Net operating revenues $ 98,360 $ 84,161 $ 161,061 $ 156,932 Operating income 16,468 13,655 17,994 19,219 Midwest: Net operating revenues $ 67,503 $ — $ 67,503 $ — Operating income 15,408 — 15,408 — South: Net operating revenues $ 69,617 $ 32,088 $ 101,528 $ 66,530 Operating income 11,069 5,541 16,987 12,043 East: Net operating revenues $ 119,564 $ 115,066 $ 225,877 $ 221,419 Operating income 18,153 14,934 33,195 28,665 Corporate: Net revenues $ 136 $ — $ 136 $ — Operating loss (93,214 ) (4,475 ) (101,551 ) (12,010 ) Total Reportable Segments Net operating revenues $ 355,180 $ 231,315 $ 556,105 $ 444,881 Operating (loss) income—Total Reportable Segments (32,116 ) 29,655 (17,967 ) 47,917 Reconciliations to Consolidated Net (Loss) Income: Operating (Loss) Income—Total Reportable Segments $ (32,116 ) $ 29,655 $ (17,967 ) $ 47,917 Unallocated income and expenses: Interest expense (27,527 ) (12,795 ) (40,197 ) (25,786 ) Loss on early retirement of debt (27,317 ) (89 ) (27,317 ) (155 ) (Benefit) Provision for income taxes 39,677 (5,980 ) 39,219 (7,816 ) Net (loss) income from continuing operations $ (47,283 ) $ 10,791 $ (46,262 ) $ 14,160 Six Months Ended June 30, 2017 2016 (in thousands, unaudited) Capital Expenditures West $ 18,632 $ 5,717 Midwest 1,763 — South 1,646 2,664 East (1) 4,048 11,683 Corporate 3,735 281 Total $ 29,824 $ 20,345 (1) Amounts are before any West Virginia capital expenditure reimbursements. West Midwest South East Corporate, Other & Eliminations Total Balance sheet as of June 30, 2017 (unaudited) (in thousands) Total assets $ 1,256,586 $ 1,173,121 $ 680,560 $ 1,187,841 $ (740,168 ) $ 3,557,940 Investment in and advances to unconsolidated affiliates — — — 1,005 — 1,005 Goodwill 154,467 334,276 190,913 66,826 — 746,482 Balance sheet as of December 31, 2016 — Total assets $ 377,688 $ — $ 128,427 $ 850,904 $ (62,975 ) $ 1,294,044 Investment in and advances to unconsolidated affiliates — — — 1,286 — 1,286 Goodwill — — — 66,826 — 66,826 |
Consolidating Condensed Financi
Consolidating Condensed Financial Information | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Consolidating Financial Information [Abstract] | |
Consolidating Condensed Financial Information | Note 14. Consolidating Condensed Financial Information Certain of our wholly-owned subsidiaries have fully and unconditionally guaranteed on a joint and several basis, the payment of all obligations under our 7% Senior Notes, 6% Senior Notes and New Credit Facility. The following wholly-owned subsidiaries of the Company are guarantors, on a joint and several basis, under the 7% Senior Notes, 6% Senior Notes and New Credit Facility: Isle of Capri Casinos LLC; Eldorado Holdco LLC; Eldorado Resorts LLC; Eldorado Shreveport 1 LLC; Eldorado Shreveport 2 LLC; Eldorado Casino Shreveport Joint Venture; MTR Gaming Group Inc.; Mountaineer Park Inc.; Presque Isle Downs Inc.; Scioto Downs Inc.; Eldorado Limited Liability Company; Circus and Eldorado Joint Venture, LLC; CC Reno LLC; CCR Newco LLC; Black Hawk Holdings, L.L.C.; IC Holdings Colorado, Inc.; CCSC/Blackhawk, Inc.; IOC-Black Hawk Distribution Company, LLC; IOC-Black Hawk County, Inc.; Isle of Capri Bettendorf, L.C; PPI, Inc.; Pompano Park Holdings LLC; IOC-Lula, Inc.; IOC-Kansas City, Inc.; IOC-Boonville, Inc.; IOC-Caruthersville, LLC; IOC Cape Girardeau, LLC; IOC-Vicksburg, Inc.; IOC-Vicksburg, L.L.C.; Rainbow Casino-Vicksburg Partnership, L.P.; IOC Holdings L.L.C. and St. Charles Gaming Company, L.L.C. Each of the subsidiaries’ guarantees is joint and several with the guarantees of the other subsidiaries. The consolidating condensed balance sheet as of June 30, 2017 is as follows: Balance Sheet Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ 19,229 $ 329,135 $ 20,225 $ (6,020 ) $ 362,569 Intercompany receivables 332,988 — 40,104 (373,092 ) — Investment in and advances to unconsolidated affiliates — 1,005 — — 1,005 Investments in subsidiaries 2,260,202 2,576,314 — (4,836,516 ) — Property and equipment, net 5,004 1,440,962 9,845 — 1,455,811 Other assets 85,975 2,110,838 34,267 (492,525 ) 1,738,555 Total assets $ 2,703,398 $ 6,458,254 $ 104,441 $ (5,708,153 ) $ 3,557,940 Current liabilities $ 45,626 $ 184,159 $ 28,595 $ (6,020 ) $ 252,360 Intercompany payables — 373,368 — (373,368 ) — Long-term debt, less current maturities 1,832,920 698,192 25,550 (345,639 ) 2,211,023 Deferred income tax liabilities — 381,693 4,702 (146,885 ) 239,510 Other accrued liabilities — 24,783 5,340 — 30,123 Stockholders’ equity 824,852 4,796,059 40,254 (4,836,241 ) 824,924 Total liabilities and stockholders’ equity $ 2,703,398 $ 6,458,254 $ 104,441 $ (5,708,153 ) $ 3,557,940 The consolidating condensed balance sheet as of December 31, 2016 is as follows: Balance Sheet Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ 1,800 $ 99,554 $ 399 $ — $ 101,753 Intercompany receivables 388,050 — 1,186 (389,236 ) — Investment in and advances to unconsolidated affiliates — 1,286 — — 1,286 Investments in subsidiaries 299,437 808,923 — (1,108,360 ) — Property and equipment, net 1,965 610,377 — — 612,342 Other assets 50,591 584,606 11 (56,545 ) 578,663 Total assets $ 741,843 $ 2,104,746 $ 1,596 $ (1,554,141 ) $ 1,294,044 Current liabilities $ 22,759 $ 79,265 $ 16 $ — $ 102,040 Intercompany payables — 389,236 — (389,236 ) — Long-term debt, less current maturities 420,633 375,248 — — 795,881 Deferred income tax liabilities — 146,930 — (56,545 ) 90,385 Other accrued liabilities 12 7,275 — — 7,287 Stockholders’ equity 298,439 1,106,792 1,580 (1,108,360 ) 298,451 Total liabilities and stockholders’ equity $ 741,843 $ 2,104,746 $ 1,596 $ (1,554,141 ) $ 1,294,044 The consolidating condensed statement of operations for the six months ended June 30, 2017 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 459,653 $ 6,097 $ — $ 465,750 Non-gaming — 142,237 2,000 (1,204 ) 143,033 Gross revenues — 601,890 8,097 (1,204 ) 608,783 Less promotional allowances — (52,223 ) (455 ) — (52,678 ) Net revenues — 549,667 7,642 (1,204 ) 556,105 Operating expenses: Gaming and pari-mutuel commissions — 244,710 4,241 — 248,951 Non-gaming — 65,547 260 — 65,807 Marketing and promotions — 29,579 635 — 30,214 General and administrative — 85,904 1,250 — 87,154 Corporate 13,548 876 796 (1,204 ) 14,016 Management fee (13,068 ) 12,868 200 — — Depreciation and amortization 332 40,092 89 — 40,513 Total operating expenses 812 479,576 7,471 (1,204 ) 486,655 Loss on sale of asset or disposal of property (21 ) (36 ) — — (57 ) Acquisition charges (69,173 ) (17,905 ) — — (87,078 ) Equity in income of unconsolidated affiliates — (282 ) — — (282 ) Operating (loss) income (70,006 ) 51,868 171 — (17,967 ) Interest expense, net (26,993 ) (12,926 ) (278 ) — (40,197 ) Loss on early retirement of debt, net (27,317 ) — — — (27,317 ) Subsidiary income (loss) 25,117 368 — (25,485 ) — (Loss) income before income taxes (99,199 ) 39,310 (107 ) (25,485 ) (85,481 ) Income tax benefit (provision) 52,937 (13,809 ) 91 — 39,219 Income (loss) from continuing operations (46,262 ) 25,501 (16 ) (25,485 ) (46,262 ) Income from discontinued operations, net of taxes 955 955 — (955 ) 955 Net (loss) income $ (45,307 ) $ 26,456 $ (16 ) $ (26,440 ) $ (45,307 ) The consolidating condensed statement of operations for the six months ended June 30, 2016 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 351,006 $ 108 $ — $ 351,114 Non-gaming — 138,447 — — 138,447 Gross revenues — 489,453 108 — 489,561 Less promotional allowances — (44,680 ) — — (44,680 ) Net revenues — 444,773 108 — 444,881 Operating expenses: Gaming and pari-mutuel commissions — 200,891 — — 200,891 Non-gaming — 68,311 — — 68,311 Marketing and promotions — 19,339 2 — 19,341 General and administrative — 64,035 — — 64,035 Corporate 10,959 299 — — 11,258 Management fee (11,285 ) 11,285 — — — Depreciation and amortization 211 31,576 — — 31,787 Total operating expenses (115 ) 395,736 2 — 395,623 Loss on sale of asset or disposal of property — (765 ) — — (765 ) Acquisition charges (576 ) — — — (576 ) Operating (loss) income (461 ) 48,272 106 — 47,917 Interest expense, net (12,606 ) (13,180 ) — — (25,786 ) Loss on early retirement of debt (155 ) — — — (155 ) Subsidiary income (loss) 35,180 106 — (35,286 ) — Income (loss) before income taxes 21,958 35,198 106 (35,286 ) 21,976 Income tax (provision) benefit (7,798 ) (18 ) — — (7,816 ) Net income (loss) $ 14,160 $ 35,180 $ 106 $ (35,286 ) $ 14,160 The consolidating condensed statement of cash flows for the six months ended June 30, 2017 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ (82,703 ) $ 79,645 $ 6,583 $ — $ 3,525 INVESTING ACTIVITIES: Purchase of property and equipment, net (3,273 ) (26,536 ) (15 ) — (29,824 ) Restricted cash — 109 (9 ) — 100 Net cash used in business combinations (1,343,659 ) — — — (1,343,659 ) Net cash used in investing activities (1,346,932 ) (26,427 ) (24 ) — (1,373,383 ) FINANCING ACTIVITIES: Principal payments on Term Loan (1,062 ) — — — (1,062 ) Principal payments on New Term Loan (3,625 ) — — — (3,625 ) Borrowings under Revolving Credit Facility 41,000 — — — 41,000 Payments under Revolving Credit Facility (29,000 ) — — — (29,000 ) Retirement of Term Loan (417,563 ) — — — (417,563 ) Retirement of Revolving Credit Facility (41,000 ) — — — (41,000 ) Borrowings under New Revolving Credit Facility 148,953 — — — 148,953 Payments under New Revolving Credit Facility (58,953 ) — — — (58,953 ) Proceeds from issuance of New Term Loan 1,450,000 — — — 1,450,000 Proceeds from issuance of 6% Senior Notes 375,000 — — — 375,000 Debt issuance costs (44,992 ) — — — (44,992 ) Net proceeds from (payments to) related parties 26,440 (24,495 ) (1,945 ) — — Principal payments on capital leases — (169 ) (41 ) — (210 ) Proceeds from exercise of stock options 2,898 — — — 2,898 Taxes paid related to net share settlement of equity awards (8,993 ) — — — (8,993 ) Net cash provided by (used in) financing activities 1,439,103 (24,664 ) (1,986 ) — 1,412,453 INCREASE IN CASH AND CASH EQUIVALENTS 9,468 28,554 4,573 — 42,595 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 812 59,885 332 — 61,029 CASH AND CASH EQUIVALENTS, END OF YEAR $ 10,280 $ 88,439 $ 4,905 $ — $ 103,624 The consolidating condensed statement of cash flows for the six months ended June 30, 2016 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ (10,006 ) $ 64,029 $ — $ (5,367 ) $ 48,656 INVESTING ACTIVITIES: Purchase of property and equipment, net 138 (20,483 ) — — (20,345 ) Reimbursement of capital expenditures from West Virginia regulatory authorities — 3,676 — — 3,676 Net cash used in business combinations (491 ) — — — (491 ) Proceeds from sale of property and equipment — 1,551 — — 1,551 (Decrease) increase in other assets (81 ) 258 — — 177 Advances from (to) subsidiaries 87,495 — — (87,495 ) — Net cash provided by (used in) investing activities 87,061 (14,998 ) — (87,495 ) (15,432 ) FINANCING ACTIVITIES: Borrowings under Revolving Credit Facility 24,000 — — — 24,000 Principal payments under Revolving Credit Facility (95,500 ) — — — (95,500 ) Payments under Term Loan (2,125 ) — — — (2,125 ) Principal payments on long-term debt — — — — — Principal payments on capital leases — (136 ) — — (136 ) Debt issuance costs (463 ) — — — (463 ) Proceeds from exercise of stock options 1,005 — — — 1,005 Taxes paid related to net share settlement of equity awards (1,178 ) — — — (1,178 ) Net payments to related parties — (92,862 ) — 92,862 — Net cash (used in) provided by financing activities (74,261 ) (92,998 ) — 92,862 (74,397 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,794 (43,967 ) — — (41,173 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 657 77,621 — — 78,278 CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,451 $ 33,654 $ — $ — $ 37,105 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, all of which are normal and recurring, considered necessary for a fair presentation and have been included herein. The results of operations for these interim periods are not necessarily indicative of the operating results for other quarters, for the full year or any future period. The executive decision maker of our Company reviews operating results, assess performance and make decisions on a “significant market” basis. The Company’s management views each of its properties as an operating segment. Operating segments are aggregated based on their similar economic characteristics, types of customers, types of services and products provided, the regulatory environments in which they operate, and their management and reporting structure. Prior to the Isle Acquisition, the Company’s principal operating activities occurred in three geographic regions: Nevada, Louisiana and parts of the eastern United States. The Company aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated. Following the Isle Acquisition, the Company’s principal operating activities occur in four geographic regions and reportable segments based on the similar characteristics of the operating segments within the regions in which the Company operates: West, Midwest, South, and East (See Note 13 for the list of properties included in each segment for the three and six months ended June 30, 2017 and 2016). These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
Recently Issued Accounting Pronouncements – Updates and New Developments | Summary of Significant Accounting Policies - Updates Marketable securities consist primarily of trading securities held by the Company’s captive insurance subsidiary. The trading securities are primarily debt and equity securities that are purchased with the intention to resell in the near term. The trading securities are carried at fair value with changes in fair value recognized in current period income in the accompanying statements of operations. This accounting policy was implemented as of the Isle Acquisition Date. Recently Issued Accounting Pronouncements – New Developments In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, which amends the scope of modification accounting for share-based payment arrangements. An entity should account for the effects of a modification unless the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The standard is effective for the financial statements issued for annual periods and interim periods within those annual periods, beginning after December 15, 2017, and early adoption is permitted. We anticipate adopting this accounting standard during the first quarter of 2018, and are evaluating the impact on our consolidated financial statements. In May 2014 (amended January 2017), FASB issued ASU No. 2014‑09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and eliminates existing industry guidance, including revenue recognition guidance specific to the gaming industry. The FASB has also recently issued several amendments to the standard, including narrow-scope improvements and practical expedients (ASU 2016-12) and clarification on accounting for and identifying performance obligations (ASU 2016-10). The core principle of the revenue model indicates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures. The guidance is effective for interim and annual periods beginning after December 15, 2017, and should be applied using the full retrospective method or retrospectively with the cumulative effect initially applying the guidance recognized at the date of initial application. While early adoption is permitted for interim and annual periods beginning after December 15, 2016, we anticipate adopting this standard on January 1, 2018. We are currently in the process of evaluating the full impact adoption of ASU 2014‑09 (as amended) will have on our consolidated financial statements including any new considerations with respect to the Isle Acquisition. We anticipate this new standard will likely have a material impact on our consolidated financial statements. We expect the most significant effect upon adoption of ASU 2014-09 (as amended) will likely be related to 1) the accounting for our customer loyalty program (no longer be recorded at cost, and a deferred revenue model will likely be used to account for the classification and timing of revenue recognized as well as the classification of related expenses for loyalty point redemptions) and 2) the elimination of promotional allowances (the presentation of goods and services provided to our customers without charge, included in gross revenue with a corresponding reduction in promotional allowances, will no longer be reported as revenue and will be recognized based on relative standalone selling prices for transactions with more than one performance obligation). As a result, we expect that gaming revenues will be reduced with a corresponding increase, in total, to food and beverage, hotel, and other revenues. Given our evaluation process is ongoing, the quantitative effects of these changes have not yet been fully determined and are still being analyzed. In February 2016, the FASB issued ASU No. 2016-02 which addresses the recognition and measurement of leases. Under the new guidance, for all leases (with the exception of short-term leases), at the commencement date, lessees will be required to recognize a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Further, the new lease guidance simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and liabilities, which no longer provides a source for off balance sheet financing. The effective date for this update is for the annual and interim periods beginning after December 15, 2018 with early adoption permitted. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. Currently, we do not have any material capital leases nor any material operating leases where we are the lessor. Our operating leases, primarily relating to certain ground leases and slot machines or video lottery terminals (VLTs), will be recorded on the balance sheet as an ROU asset with a corresponding lease liability, which will be amortized using the effective interest rate method as payments are made. The ROU asset will be depreciated on a straight-line basis and recognized as lease expense. The qualitative and quantitative effects of adoption of ASU 2016-02 are still being analyzed, and we are in the process of evaluating the full effect the new guidance will have on our consolidated financial statements including any new considerations with respect to the Isle Acquisition. |
Isle Acquisition and Prelimin23
Isle Acquisition and Preliminary Purchase Price Accounting (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Consideration Calculation | Purchase consideration calculation (dollars in thousands, except shares and stock price) Shares Per share Cash paid for outstanding Isle common stock (1) $ 552,050 Shares of ERI common stock issued for Isle common stock (2) 28,468,182 $ 19.12 544,312 Cash paid by ERI to retire Isle's long-term debt (3) 828,000 Shares of ERI common stock for Isle equity awards (4) 10,383 Purchase consideration $ 1,934,745 (1) The cash component of the consideration represents 58% of the aggregate consideration paid in the Isle Merger. The Merger Agreement provided that Isle stockholders could elect to exchange each share of Isle common stock for either $23.00 in cash or 1.638 shares of ERI common stock, subject to proration such that the outstanding shares of Isle common stock will be exchanged for aggregate consideration comprised of 58% cash and 42% ERI common stock. See discussion of Stock Consideration component in note (2) below. (2) The Stock Consideration component of the consideration represents 42% of the aggregate consideration paid in the Isle Merger. The Merger Agreement provided that 58% of the aggregate consideration would be paid by ERI in cash, as described in note (1) above. The remaining 42% of the aggregate consideration was paid in shares of ERI common stock. The total Stock Consideration and per share consideration above were based on the ERI stock price on April 28, 2017 (the last business day prior to Isle Acquisition Date) which was $19.12 per share. (3) In addition to the cash paid to retire the principal amounts outstanding of Isle’s long-term debt, ERI paid $26.6 million in premiums and interest. (4) This amount represents consideration paid for the replacement of Isle’s outstanding equity awards. As discussed in Note 1, Isle’s outstanding equity awards were replaced by ERI equity awards with similar terms. A portion of the fair value of ERI awards issued represents consideration transferred, while a portion represents compensation expense based on the vesting terms of the equity awards. |
Summary of the Preliminary Accounting of the Purchase Consideration to the Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary accounting of the estimated purchase consideration to the identifiable assets acquired and liabilities assumed in the Isle Acquisition as of the Isle Acquisition Date, with the excess recorded as goodwill. The fair values were based on management’s analysis, including preliminary work performed by third-party valuation specialists. The following table summarizes the preliminary purchase price accounting of the acquired assets and liabilities as of June 30, 2017 (dollars in thousands): Current and other assets, net $ 134,143 Property and equipment 853,331 Goodwill 679,656 Intangible assets (i) 470,811 Other noncurrent assets 11,025 Assets held for sale 143,592 Total assets 2,292,558 Current liabilities (138,475 ) Deferred income taxes (ii) (187,127 ) Other noncurrent liabilities (26,762 ) Liabilities related to assets held for sale (5,449 ) Total liabilities (357,813 ) Net assets acquired $ 1,934,745 (i) Intangible assets consist of gaming licenses, trade names, and player relationships. (ii) Deferred tax liabilities were derived based on fair value adjustments for property and equipment and identified intangibles. |
Schedule of Unaudited Pro Forma Information | The following unaudited pro forma information presents the results of operations of the Company for the six months ended June 30, 2017 and 2016, which give effect to the Isle Acquisition, the Lake Charles Disposition, and Isle’s sale of the Lady Luck Casino Marquette, which closed on March 13, 2017, as if each of such transactions had occurred on January 1, 2016 (in thousands): Six Months Ended June 30, 2017 June 30, 2016 Net revenues $ 847,124 $ 877,058 Net income (loss) from continuing operations 48,018 (14,084 ) Net income (loss) 52,972 (8,854 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Isles Discontinued Operations | The results of Isle’s discontinued operations are summarized as follows (in thousands): Discontinued Operations May 1 - June 30, 2017 Net revenues $ 18,434 Pretax income from discontinued operations $ 1,540 Income tax provision from discontinued operations (585 ) Income from discontinued operations $ 955 |
Schedule of Assets and Liabilities Held for Sale | The assets and liabilities held for sale were as follows (in thousands): June 30, 2017 Assets: Accounts receivable $ 544 Inventory 538 Prepaid expenses and other assets 932 Property and equipment, net 59,346 Goodwill 36,353 Other intangible assets, net 45,659 Prepaid deposits and other 220 Total assets held for sale $ 143,592 Liabilities: Accounts payable $ 1,369 Payroll and related 1,335 Property and other taxes 788 Progressive jackpots and slot club awards 1,663 Other 294 Total liabilities assets held for sale $ 5,449 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Share Based Compensation [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of the RSU activity for the six months ended June 30, 2017 is as follows: Weighted- Weighted- Average Average Equity Grant Date Remaining Aggregate Awards Fair Value Contractual Life Fair Value (in years) (in millions) Unvested outstanding as of December 31, 2016 982,370 $ 6.45 1.41 $ 6.3 Granted (1) 384,704 15.89 Exchanged (2) 860,557 18.94 Canceled (8,150 ) 14.20 Vested (673,425 ) 18.14 Unvested outstanding as of June 30, 2017 1,546,056 $ 10.62 1.17 $ 16.4 A summary of the ERI Restricted Stock Awards activity for the six months ended June 30, 2017 is as follows: Weighted- Weighted- Average Average Grant Date Remaining Aggregate Restricted Stock Fair Value Contractual Fair Value (in years) (in Outstanding as of December 31, 2016 — $ — — $ — Exchanged (1) 180,374 19.23 Vested (155,548 ) 19.25 Outstanding as of June 30, 2017 24,826 $ 19.13 0.52 $ 0.5 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the ERI Stock Option activity for the six months ended June 30, 2017 is as follows: Weighted- Range of Weighted- Average Average Remaining Aggregate Options Exercise Prices Exercise Price Contractual Life Intrinsic Value (in years) (in millions) Outstanding as of December 31, 2016 169,300 $ 2.44 $ 16.27 $ 9.94 0.86 $ 1.2 Exchanged (1) 1,351,168 6.87 15.60 10.12 Expired (51,700 ) 2.44 3.94 2.97 Exercised (975,174 ) 6.87 16.27 9.34 Outstanding as of June 30, 2017 493,594 $ 3.94 $ 15.60 $ 12.24 1.21 $ 3.7 |
Summary of Fair Value Assumptions | Six Months Ended June 30, 2017 Weighted average expected volatility 40.0 % Expected dividend yield 0.0 % Weighted average expected term (in years) 0.66 Weighted average risk-free interest rate 1.08 % |
Other and Intangible Assets, 26
Other and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Other And Intangible Assets Net Disclosure [Abstract] | |
Schedule of Other and Intangible Assets, Net | Other and intangible assets, net, include the following amounts (in thousands): June 30, December 31, 2017 2016 Useful Life (unaudited) Goodwill $ 746,482 $ 66,826 Indefinite Gaming license $ 846,374 $ 482,074 Indefinite Trade names 95,850 3,100 Indefinite Trade names 6,700 6,700 1 - 3.5 years Loyalty programs 21,461 7,700 1 - 3 years Subtotal 970,385 499,574 Accumulated amortization trade names (5,332 ) (4,376 ) Accumulated amortization loyalty programs (8,363 ) (7,700 ) Total gaming licenses and other intangible assets $ 956,690 $ 487,498 Non-operating real property $ 18,069 $ 14,219 Land held for development $ 906 $ 906 Other 16,408 9,214 Total other assets, net $ 17,314 $ 10,120 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Summary of Long-Term Debt | Long‑term debt consisted of the following (in thousands): June 30, December 31, 2017 2016 (unaudited) New Term Loan $ 1,446,375 $ — Less: Unamortized discount and debt issuance costs (30,828 ) — Net 1,415,547 — 6% Senior Notes 375,000 — Less: Unamortized debt issuance costs (15,855 ) — Net 359,145 — 7% Senior Notes 375,000 375,000 Less: Unamortized discount and debt issuance costs (7,652 ) (8,141 ) Net 367,348 366,859 New Revolving Credit Facility 90,000 — Less: Unamortized debt issuance costs (9,620 ) — Net 80,380 — Term Loan — 418,625 Less: Unamortized discount and debt issuance costs — (12,578 ) Net — 406,047 Revolving Credit Facility — 29,000 Less: Unamortized debt issuance costs — (2,023 ) Net — 26,977 Capital leases 1,198 543 Long-term notes payable 2,973 — Less: Current portion (15,568 ) (4,545 ) Total long-term debt $ 2,211,023 $ 795,881 |
7% Senior Notes | |
Schedule of Redemption Prices of Notes | On or after August 1, 2018, the Company may redeem all or a portion of the 7% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7% Senior Notes redeemed, to the applicable redemption date, if redeemed during the twelve month period beginning on August 1 of the years indicated below: Year Percentage 2018 105.250 % 2019 103.500 % 2020 101.750 % 2021 and thereafter 100.000 % |
6% Senior Notes | |
Schedule of Redemption Prices of Notes | On or after April 1, 2020, the Company may redeem all or a portion of the 6% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 6% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on April 1 of the years indicated below: Year Percentage 2020 104.500 % 2021 103.000 % 2022 101.500 % 2023 and thereafter 100.000 % |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of estimated fair value of financial instruments | The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands): June 30, 2017 December 31, 2016 Carrying Fair Carrying Fair Amount Value Amount Value Financial assets: Cash and cash equivalents $ 103,624 $ 103,624 $ 61,029 $ 61,029 Restricted cash 22,566 32,516 2,414 2,414 Marketable securities 17,437 17,437 — — Financial liabilities: 7% Senior Notes $ 367,348 $ 405,000 $ 366,859 $ 397,500 6% Senior Notes 359,145 397,500 — — New Term Loan 1,415,547 1,433,792 — — New Revolving Credit Facility 80,380 90,000 — — Other long-term debt 2,973 2,973 — — Term Loan — — 406,047 423,858 Revolving Credit Facility — — 26,977 29,000 Acquisition-related contingent considerations 533 533 496 496 |
Schedule of change in acquisition-related contingent consideration liability | The following table represents the change in acquisition-related contingent consideration liabilities for the period December 31, 2016 to June 30, 2017: Balance as of December 31, 2016 $ 496 Amortization of present value discount (1) 34 Fair value adjustment for change in consideration expected to be paid (2) 3 Balance as of June 30, 2017 $ 533 (1) Changes in present value are included as a component of interest expense in the consolidated statements of operations. (2) Fair value adjustments for changes in earn-out estimates are included in general and administrative expense in the consolidated statements of operations. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share Basic And Diluted [Abstract] | |
Schedule of Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income Per Share Computations | The following table illustrates the reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the three and six months ended June 30, 2017 and 2016 (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 (unaudited) (unaudited) Net (loss) income from continuing operations $ (47,283 ) $ 10,791 $ (46,262 ) $ 14,160 Income from discontinued operations, net of income taxes 955 — 955 — Net (loss) income available to common stockholders $ (46,328 ) $ 10,791 $ (45,307 ) $ 14,160 Shares outstanding: Weighted average shares outstanding - basic 67,453,095 47,071,608 57,405,834 46,966,391 Effect of dilutive securities: Stock options 78,435 111,456 64,617 130,107 RSUs 937,661 538,011 868,987 495,460 Weighted average shares outstanding - diluted 68,469,191 47,721,075 58,339,438 47,591,958 (Loss) income per common share attributable to common stockholders - basic: Net (loss) income from continuing operations $ (0.70 ) $ 0.23 $ (0.81 ) $ 0.30 Income from discontinued operations, net of income taxes 0.01 — 0.02 — Net (loss) income attributable to common stockholders $ (0.69 ) $ 0.23 $ (0.79 ) $ 0.30 (Loss) income per common share attributable to common stockholders - diluted: Net (loss) income from continuing operations $ (0.70 ) $ 0.23 $ (0.81 ) $ 0.30 Income from discontinued operations, net of income taxes 0.01 — 0.02 — Net (loss) income attributable to common stockholders $ (0.69 ) $ 0.23 $ (0.79 ) $ 0.30 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segment | The Company aggregated its operations into three reportable segments based on the similar characteristics of the operating segments within the regions in which they operated as follows: Segment Property State Nevada Eldorado Reno Nevada Silver Legacy Nevada Circus Reno Nevada Louisiana Eldorado Shreveport Louisiana Eastern Presque Isle Downs Pennsylvania Scioto Downs Ohio Mountaineer West Virginia The following table summarizes our current segments: Segment Property State West Eldorado Reno Nevada Silver Legacy Nevada Circus Reno Nevada Isle Black Hawk Colorado Lady Luck Black Hawk Colorado Midwest Waterloo Iowa Bettendorf Iowa Boonville Missouri Cape Girardeau Missouri Caruthersville Missouri Kansas City Missouri South Pompano Florida Eldorado Shreveport Louisiana Lula Mississippi Vicksburg Mississippi East Presque Isle Downs Pennsylvania Nemacolin Pennsylvania Scioto Downs Ohio Mountaineer West Virginia |
Schedule of Operating Data for Reportable Segments | Three months ended Six months ended June 30, June 30, 2017 2016 2017 2016 (in thousands, unaudited) Revenues and expenses West: Net operating revenues $ 98,360 $ 84,161 $ 161,061 $ 156,932 Operating income 16,468 13,655 17,994 19,219 Midwest: Net operating revenues $ 67,503 $ — $ 67,503 $ — Operating income 15,408 — 15,408 — South: Net operating revenues $ 69,617 $ 32,088 $ 101,528 $ 66,530 Operating income 11,069 5,541 16,987 12,043 East: Net operating revenues $ 119,564 $ 115,066 $ 225,877 $ 221,419 Operating income 18,153 14,934 33,195 28,665 Corporate: Net revenues $ 136 $ — $ 136 $ — Operating loss (93,214 ) (4,475 ) (101,551 ) (12,010 ) Total Reportable Segments Net operating revenues $ 355,180 $ 231,315 $ 556,105 $ 444,881 Operating (loss) income—Total Reportable Segments (32,116 ) 29,655 (17,967 ) 47,917 Reconciliations to Consolidated Net (Loss) Income: Operating (Loss) Income—Total Reportable Segments $ (32,116 ) $ 29,655 $ (17,967 ) $ 47,917 Unallocated income and expenses: Interest expense (27,527 ) (12,795 ) (40,197 ) (25,786 ) Loss on early retirement of debt (27,317 ) (89 ) (27,317 ) (155 ) (Benefit) Provision for income taxes 39,677 (5,980 ) 39,219 (7,816 ) Net (loss) income from continuing operations $ (47,283 ) $ 10,791 $ (46,262 ) $ 14,160 |
Schedule of Capital Expenditures for Reportable Segments | Six Months Ended June 30, 2017 2016 (in thousands, unaudited) Capital Expenditures West $ 18,632 $ 5,717 Midwest 1,763 — South 1,646 2,664 East (1) 4,048 11,683 Corporate 3,735 281 Total $ 29,824 $ 20,345 (1) Amounts are before any West Virginia capital expenditure reimbursements. |
Schedule of Balance Sheet Information for Reportable Segments | West Midwest South East Corporate, Other & Eliminations Total Balance sheet as of June 30, 2017 (unaudited) (in thousands) Total assets $ 1,256,586 $ 1,173,121 $ 680,560 $ 1,187,841 $ (740,168 ) $ 3,557,940 Investment in and advances to unconsolidated affiliates — — — 1,005 — 1,005 Goodwill 154,467 334,276 190,913 66,826 — 746,482 Balance sheet as of December 31, 2016 — Total assets $ 377,688 $ — $ 128,427 $ 850,904 $ (62,975 ) $ 1,294,044 Investment in and advances to unconsolidated affiliates — — — 1,286 — 1,286 Goodwill — — — 66,826 — 66,826 |
Consolidating Condensed Finan31
Consolidating Condensed Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Consolidating Condensed Balance Sheet | The consolidating condensed balance sheet as of June 30, 2017 is as follows: Balance Sheet Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ 19,229 $ 329,135 $ 20,225 $ (6,020 ) $ 362,569 Intercompany receivables 332,988 — 40,104 (373,092 ) — Investment in and advances to unconsolidated affiliates — 1,005 — — 1,005 Investments in subsidiaries 2,260,202 2,576,314 — (4,836,516 ) — Property and equipment, net 5,004 1,440,962 9,845 — 1,455,811 Other assets 85,975 2,110,838 34,267 (492,525 ) 1,738,555 Total assets $ 2,703,398 $ 6,458,254 $ 104,441 $ (5,708,153 ) $ 3,557,940 Current liabilities $ 45,626 $ 184,159 $ 28,595 $ (6,020 ) $ 252,360 Intercompany payables — 373,368 — (373,368 ) — Long-term debt, less current maturities 1,832,920 698,192 25,550 (345,639 ) 2,211,023 Deferred income tax liabilities — 381,693 4,702 (146,885 ) 239,510 Other accrued liabilities — 24,783 5,340 — 30,123 Stockholders’ equity 824,852 4,796,059 40,254 (4,836,241 ) 824,924 Total liabilities and stockholders’ equity $ 2,703,398 $ 6,458,254 $ 104,441 $ (5,708,153 ) $ 3,557,940 The consolidating condensed balance sheet as of December 31, 2016 is as follows: Balance Sheet Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Current assets $ 1,800 $ 99,554 $ 399 $ — $ 101,753 Intercompany receivables 388,050 — 1,186 (389,236 ) — Investment in and advances to unconsolidated affiliates — 1,286 — — 1,286 Investments in subsidiaries 299,437 808,923 — (1,108,360 ) — Property and equipment, net 1,965 610,377 — — 612,342 Other assets 50,591 584,606 11 (56,545 ) 578,663 Total assets $ 741,843 $ 2,104,746 $ 1,596 $ (1,554,141 ) $ 1,294,044 Current liabilities $ 22,759 $ 79,265 $ 16 $ — $ 102,040 Intercompany payables — 389,236 — (389,236 ) — Long-term debt, less current maturities 420,633 375,248 — — 795,881 Deferred income tax liabilities — 146,930 — (56,545 ) 90,385 Other accrued liabilities 12 7,275 — — 7,287 Stockholders’ equity 298,439 1,106,792 1,580 (1,108,360 ) 298,451 Total liabilities and stockholders’ equity $ 741,843 $ 2,104,746 $ 1,596 $ (1,554,141 ) $ 1,294,044 |
Consolidating Condensed Statement of Operations | The consolidating condensed statement of operations for the six months ended June 30, 2017 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 459,653 $ 6,097 $ — $ 465,750 Non-gaming — 142,237 2,000 (1,204 ) 143,033 Gross revenues — 601,890 8,097 (1,204 ) 608,783 Less promotional allowances — (52,223 ) (455 ) — (52,678 ) Net revenues — 549,667 7,642 (1,204 ) 556,105 Operating expenses: Gaming and pari-mutuel commissions — 244,710 4,241 — 248,951 Non-gaming — 65,547 260 — 65,807 Marketing and promotions — 29,579 635 — 30,214 General and administrative — 85,904 1,250 — 87,154 Corporate 13,548 876 796 (1,204 ) 14,016 Management fee (13,068 ) 12,868 200 — — Depreciation and amortization 332 40,092 89 — 40,513 Total operating expenses 812 479,576 7,471 (1,204 ) 486,655 Loss on sale of asset or disposal of property (21 ) (36 ) — — (57 ) Acquisition charges (69,173 ) (17,905 ) — — (87,078 ) Equity in income of unconsolidated affiliates — (282 ) — — (282 ) Operating (loss) income (70,006 ) 51,868 171 — (17,967 ) Interest expense, net (26,993 ) (12,926 ) (278 ) — (40,197 ) Loss on early retirement of debt, net (27,317 ) — — — (27,317 ) Subsidiary income (loss) 25,117 368 — (25,485 ) — (Loss) income before income taxes (99,199 ) 39,310 (107 ) (25,485 ) (85,481 ) Income tax benefit (provision) 52,937 (13,809 ) 91 — 39,219 Income (loss) from continuing operations (46,262 ) 25,501 (16 ) (25,485 ) (46,262 ) Income from discontinued operations, net of taxes 955 955 — (955 ) 955 Net (loss) income $ (45,307 ) $ 26,456 $ (16 ) $ (26,440 ) $ (45,307 ) The consolidating condensed statement of operations for the six months ended June 30, 2016 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Revenues: Gaming and pari-mutuel commissions $ — $ 351,006 $ 108 $ — $ 351,114 Non-gaming — 138,447 — — 138,447 Gross revenues — 489,453 108 — 489,561 Less promotional allowances — (44,680 ) — — (44,680 ) Net revenues — 444,773 108 — 444,881 Operating expenses: Gaming and pari-mutuel commissions — 200,891 — — 200,891 Non-gaming — 68,311 — — 68,311 Marketing and promotions — 19,339 2 — 19,341 General and administrative — 64,035 — — 64,035 Corporate 10,959 299 — — 11,258 Management fee (11,285 ) 11,285 — — — Depreciation and amortization 211 31,576 — — 31,787 Total operating expenses (115 ) 395,736 2 — 395,623 Loss on sale of asset or disposal of property — (765 ) — — (765 ) Acquisition charges (576 ) — — — (576 ) Operating (loss) income (461 ) 48,272 106 — 47,917 Interest expense, net (12,606 ) (13,180 ) — — (25,786 ) Loss on early retirement of debt (155 ) — — — (155 ) Subsidiary income (loss) 35,180 106 — (35,286 ) — Income (loss) before income taxes 21,958 35,198 106 (35,286 ) 21,976 Income tax (provision) benefit (7,798 ) (18 ) — — (7,816 ) Net income (loss) $ 14,160 $ 35,180 $ 106 $ (35,286 ) $ 14,160 |
Consolidating Condensed Statement of Cash Flows | The consolidating condensed statement of cash flows for the six months ended June 30, 2017 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ (82,703 ) $ 79,645 $ 6,583 $ — $ 3,525 INVESTING ACTIVITIES: Purchase of property and equipment, net (3,273 ) (26,536 ) (15 ) — (29,824 ) Restricted cash — 109 (9 ) — 100 Net cash used in business combinations (1,343,659 ) — — — (1,343,659 ) Net cash used in investing activities (1,346,932 ) (26,427 ) (24 ) — (1,373,383 ) FINANCING ACTIVITIES: Principal payments on Term Loan (1,062 ) — — — (1,062 ) Principal payments on New Term Loan (3,625 ) — — — (3,625 ) Borrowings under Revolving Credit Facility 41,000 — — — 41,000 Payments under Revolving Credit Facility (29,000 ) — — — (29,000 ) Retirement of Term Loan (417,563 ) — — — (417,563 ) Retirement of Revolving Credit Facility (41,000 ) — — — (41,000 ) Borrowings under New Revolving Credit Facility 148,953 — — — 148,953 Payments under New Revolving Credit Facility (58,953 ) — — — (58,953 ) Proceeds from issuance of New Term Loan 1,450,000 — — — 1,450,000 Proceeds from issuance of 6% Senior Notes 375,000 — — — 375,000 Debt issuance costs (44,992 ) — — — (44,992 ) Net proceeds from (payments to) related parties 26,440 (24,495 ) (1,945 ) — — Principal payments on capital leases — (169 ) (41 ) — (210 ) Proceeds from exercise of stock options 2,898 — — — 2,898 Taxes paid related to net share settlement of equity awards (8,993 ) — — — (8,993 ) Net cash provided by (used in) financing activities 1,439,103 (24,664 ) (1,986 ) — 1,412,453 INCREASE IN CASH AND CASH EQUIVALENTS 9,468 28,554 4,573 — 42,595 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 812 59,885 332 — 61,029 CASH AND CASH EQUIVALENTS, END OF YEAR $ 10,280 $ 88,439 $ 4,905 $ — $ 103,624 The consolidating condensed statement of cash flows for the six months ended June 30, 2016 is as follows: Eldorado Resorts, Inc. (Parent Obligor) Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating and Eliminating Entries Eldorado Resorts, Inc. Consolidated Net cash (used in) provided by operating activities $ (10,006 ) $ 64,029 $ — $ (5,367 ) $ 48,656 INVESTING ACTIVITIES: Purchase of property and equipment, net 138 (20,483 ) — — (20,345 ) Reimbursement of capital expenditures from West Virginia regulatory authorities — 3,676 — — 3,676 Net cash used in business combinations (491 ) — — — (491 ) Proceeds from sale of property and equipment — 1,551 — — 1,551 (Decrease) increase in other assets (81 ) 258 — — 177 Advances from (to) subsidiaries 87,495 — — (87,495 ) — Net cash provided by (used in) investing activities 87,061 (14,998 ) — (87,495 ) (15,432 ) FINANCING ACTIVITIES: Borrowings under Revolving Credit Facility 24,000 — — — 24,000 Principal payments under Revolving Credit Facility (95,500 ) — — — (95,500 ) Payments under Term Loan (2,125 ) — — — (2,125 ) Principal payments on long-term debt — — — — — Principal payments on capital leases — (136 ) — — (136 ) Debt issuance costs (463 ) — — — (463 ) Proceeds from exercise of stock options 1,005 — — — 1,005 Taxes paid related to net share settlement of equity awards (1,178 ) — — — (1,178 ) Net payments to related parties — (92,862 ) — 92,862 — Net cash (used in) provided by financing activities (74,261 ) (92,998 ) — 92,862 (74,397 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,794 (43,967 ) — — (41,173 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 657 77,621 — — 78,278 CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,451 $ 33,654 $ — $ — $ 37,105 |
Organization and Basis of Pre32
Organization and Basis of Presentation - Additional information (Details) $ / shares in Units, $ in Thousands | May 01, 2017USD ($)roomMachineGameaHotel$ / sharesshares | Aug. 22, 2016USD ($) | Jun. 30, 2017USD ($)roomMachineGameTerminallocationsegment | Jun. 30, 2017USD ($)roomMachineGameTerminal | Jun. 30, 2016USD ($) | Apr. 30, 2017locationsegment | Jun. 30, 2017USD ($)roomMachineGameTerminal | Jun. 30, 2016USD ($) |
Organization and Basis of Presentation | ||||||||
Acquisition charges | $ | $ 85,464 | $ 56 | $ 87,078 | $ 576 | ||||
Loss on early retirement of debt, net | $ | (27,317) | (89) | (27,317) | (155) | ||||
Number of geographical regions | location | 4 | 3 | ||||||
Number of reportable segments | segment | 4 | 3 | ||||||
Senior Unsecured Notes | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | $ 375,000 | 375,000 | 375,000 | |||||
Revolving Credit Facility | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | 1,750,000 | 1,750,000 | 1,750,000 | |||||
New Term Loan | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | 1,450,000 | 1,450,000 | 1,450,000 | |||||
New Revolving Credit Facility | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | 300,000 | 300,000 | 300,000 | |||||
Isle Casino Hotel | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 238 | |||||||
Number of slot machines | Machine | 1,086 | |||||||
Number of table games | Game | 25 | |||||||
Number of table poker room | 9 | |||||||
Number of acre owned | a | 10 | |||||||
Lady Luck Casino | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 164 | |||||||
Number of slot machines | Machine | 455 | |||||||
Number of table games | Game | 10 | |||||||
Number of table poker room | 5 | |||||||
Isle Casino Racing Pompano | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 1,446 | |||||||
Number of table poker room | 42 | |||||||
Number of acre owned | a | 223 | |||||||
Isle Casino Bettendorf | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 509 | |||||||
Number of slot machines | Machine | 969 | |||||||
Number of table games | Game | 19 | |||||||
Number of towers in hotel | 2 | |||||||
Isle Casino Waterloo | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 195 | |||||||
Number of slot machines | Machine | 948 | |||||||
Number of table games | Game | 25 | |||||||
Number of table poker room | 4 | |||||||
Isle of Capri Casino Hotel Lake Charles | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 493 | |||||||
Number of slot machines | Machine | 1,157 | |||||||
Number of table games | Game | 49 | |||||||
Number of table poker room | 13 | |||||||
Number of acre owned | a | 19 | |||||||
Number of hotels | Hotel | 2 | |||||||
Aggregate sales consideration | $ | $ 134,500 | |||||||
Isle of Capri Casino Lula | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 451 | |||||||
Number of slot machines | Machine | 885 | |||||||
Number of table games | Game | 21 | |||||||
Number of hotels | Hotel | 2 | |||||||
Lady Luck Casino Vicksburg | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 89 | |||||||
Number of slot machines | Machine | 613 | |||||||
Number of table games | Game | 7 | |||||||
Isle of Capri Casino Boonville | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 140 | |||||||
Number of slot machines | Machine | 914 | |||||||
Number of table games | Game | 20 | |||||||
Isle Casino Cape Girardeau | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 930 | |||||||
Number of table games | Game | 22 | |||||||
Number of table poker room | 4 | |||||||
Lady Luck Casino Caruthersville | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 557 | |||||||
Number of table games | Game | 9 | |||||||
Isle of Capri Casino Kansas City | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 977 | |||||||
Number of table games | Game | 18 | |||||||
Lady Luck Casino Nemacolin | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 597 | |||||||
Number of table games | Game | 29 | |||||||
Number of acre owned | a | 2,000 | |||||||
Merger Agreement | Isle Of Capri | ||||||||
Organization and Basis of Presentation | ||||||||
Right to receive per share | $ / shares | $ 23 | |||||||
Cash election exchange rate (as a percent) | 58.00% | |||||||
Aggregate consideration amount | $ | $ 552,000 | |||||||
Stock election exchange rate (as a percent) | 42.00% | |||||||
Newly issued shares of ERI common stock | shares | 28,500,000 | |||||||
Total purchase consideration | $ | $ 1,930,000 | |||||||
Merger Agreement | Isle Of Capri | Converted to a Right to Receive 1.638 Share of ERI Stock | ||||||||
Organization and Basis of Presentation | ||||||||
Number of shares granted on conversion (per share) | shares | 1.638 | |||||||
Commitment Letter | JP Morgan Chase Bank, N.A | Senior Unsecured Notes | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | $ 375,000 | |||||||
Commitment Letter | JP Morgan Chase Bank, N.A | Revolving Credit Facility | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | 1,750,000 | |||||||
Commitment Letter | JP Morgan Chase Bank, N.A | New Term Loan | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | 1,450,000 | |||||||
Commitment Letter | JP Morgan Chase Bank, N.A | New Revolving Credit Facility | ||||||||
Organization and Basis of Presentation | ||||||||
Borrowing capacity | $ | $ 300,000 | |||||||
Isle Of Capri | ||||||||
Organization and Basis of Presentation | ||||||||
Acquisition charges | $ | 85,500 | $ 100 | 87,100 | $ 600 | ||||
Accrued costs and expenses | $ | $ 700 | $ 700 | 700 | |||||
Loss on early retirement of debt, net | $ | $ (26,600) | |||||||
Circus Reno | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 1,571 | 1,571 | 1,571 | |||||
Number of slot machines | Machine | 695 | 695 | 695 | |||||
Number of table games | Game | 27 | 27 | 27 | |||||
Eldorado Reno | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 814 | 814 | 814 | |||||
Number of slot machines | Machine | 1,142 | 1,142 | 1,142 | |||||
Number of table games | Game | 46 | 46 | 46 | |||||
Number of table poker room | 11 | 11 | 11 | |||||
Silver Legacy | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 1,212 | 1,212 | 1,212 | |||||
Number of table games | Game | 63 | 63 | 63 | |||||
Number of rooms in themed hotel | 1,711 | |||||||
Eldorado Shreveport | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 1,387 | 1,387 | 1,387 | |||||
Number of table games | Game | 52 | 52 | 52 | |||||
Number of table poker room | 8 | 8 | 8 | |||||
Number of rooms in suite art deco-style hotel | 403 | |||||||
Mountaineer | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 354 | 354 | 354 | |||||
Number of slot machines | Machine | 1,510 | 1,510 | 1,510 | |||||
Number of table games | Game | 36 | 36 | 36 | |||||
Number of table poker room | 10 | 10 | 10 | |||||
Presque Isle Downs | ||||||||
Organization and Basis of Presentation | ||||||||
Number of slot machines | Machine | 1,594 | 1,594 | 1,594 | |||||
Number of table games | Game | 32 | 32 | 32 | |||||
Number of table poker room | 7 | 7 | 7 | |||||
Scioto Downs | ||||||||
Organization and Basis of Presentation | ||||||||
Number of room in hotel | 118 | 118 | 118 | |||||
Number of video lottery terminals | Terminal | 2,206 | 2,206 | 2,206 |
Isle Acquisition and Prelimin33
Isle Acquisition and Preliminary Purchase Price Accounting - Schedule of Purchase Consideration Calculation (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Shares of ERI common stock issued for Isle common stock, shares | 76,625,525 | 47,105,744 | |
Isle Acquisition | |||
Business Acquisition [Line Items] | |||
Cash paid for outstanding Isle common stock | $ 552,050 | ||
Shares of ERI common stock issued for Isle common stock, shares | 28,468,182 | ||
Shares of ERI common stock issued for Isle common stock, per share | $ 19.12 | ||
Shares of ERI common stock issued for Isle common stock | $ 544,312 | ||
Cash paid by ERI to retire Isle's long-term debt | 828,000 | ||
Shares of ERI common stock for Isle equity awards | 10,383 | ||
Purchase consideration | $ 1,934,745 |
Isle Acquisition and Prelimin34
Isle Acquisition and Preliminary Purchase Price Accounting - Schedule of Purchase Consideration Calculation (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Millions | May 01, 2017 | Apr. 28, 2017 |
Isle Of Capri | ||
Business Acquisition [Line Items] | ||
Cash paid for premiums and interest on Isle's long term debt | $ 26.6 | |
Isle Of Capri | Merger Agreement | ||
Business Acquisition [Line Items] | ||
Cash consideration paid as percent of outstanding shares | 58.00% | |
Equity consideration paid as percent of outstanding shares | 42.00% | |
Right to receive per share | $ 23 | |
Stock election exchange rate (as a percent) | 42.00% | |
Stock consideration (per share) | $ 19.12 | |
Isle Of Capri | Merger Agreement | Converted to a Right to Receive 1.638 Share of ERI Stock | ||
Business Acquisition [Line Items] | ||
Number of shares granted on conversion (per share) | 1.638 |
Isle Acquisition and Prelimin35
Isle Acquisition and Preliminary Purchase Price Accounting - Summary of Preliminary Purchase Price Accounting to Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | May 01, 2017 | Dec. 31, 2016 |
Business Combinations [Abstract] | |||
Current and other assets, net | $ 134,143,000 | ||
Property and equipment | 853,331,000 | ||
Goodwill | $ 746,482 | 679,656,000 | $ 66,826 |
Intangible assets | 470,811,000 | ||
Other noncurrent assets | 11,025,000 | ||
Assets held for sale | 143,592,000 | ||
Total assets | 2,292,558,000 | ||
Current liabilities | (138,475,000) | ||
Deferred income taxes | (187,127,000) | ||
Other noncurrent liabilities | (26,762,000) | ||
Liabilities related to assets held for sale | (5,449,000) | ||
Total liabilities | (357,813,000) | ||
Net assets acquired | $ 1,934,745,000 |
Isle Acquisition and Prelimin36
Isle Acquisition and Preliminary Purchase Price Accounting - Additional Information (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | |||||
Net revenues | $ 355,180 | $ 231,315 | $ 556,105 | $ 444,881 | |
Net income | $ (46,328) | $ 10,791 | $ (45,307) | $ 14,160 | |
Isle Of Capri | |||||
Business Acquisition [Line Items] | |||||
Net revenues | $ 134,300 | ||||
Net income | $ 5,300 |
Isle Acquisition and Prelimin37
Isle Acquisition and Preliminary Purchase Price Accounting - Unaudited Pro Forma Information - (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Pro Forma Information | ||
Net revenues | $ 847,124 | $ 877,058 |
Net income (loss) from continuing operations | 48,018 | (14,084) |
Net income (loss) | $ 52,972 | $ (8,854) |
Discontinued Operations - Addit
Discontinued Operations - Additional information (Details) - Isle of Capri Casino Hotel Lake Charles - USD ($) $ in Millions | Aug. 22, 2016 | Jun. 30, 2017 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Amount of consideration | $ 134.5 | $ 20 |
Expected date of completion | 2,017 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Isles Discontinued Operations (Details) $ in Thousands | 2 Months Ended |
Jun. 30, 2017USD ($) | |
Discontinued Operations And Disposal Groups [Abstract] | |
Net revenues | $ 18,434 |
Pretax income from discontinued operations | 1,540 |
Income tax provision from discontinued operations | (585) |
Income from discontinued operations | $ 955 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities Held for Sale (Details) $ in Thousands | Jun. 30, 2017USD ($) |
ASSETS | |
Total assets held for sale | $ 143,592 |
Liabilities: | |
Total liabilities assets held for sale | 5,449 |
Held for Sale | |
ASSETS | |
Accounts receivable | 544,000 |
Inventory | 538,000 |
Prepaid expenses and other assets | 932,000 |
Property and equipment, net | 59,346,000 |
Goodwill | 36,353,000 |
Other intangible assets, net | 45,659,000 |
Prepaid deposits and other | 220,000 |
Total assets held for sale | 143,592,000 |
Liabilities: | |
Accounts payable | 1,369,000 |
Payroll and related | 1,335,000 |
Property and other taxes | 788,000 |
Progressive jackpots and slot club awards | 1,663,000 |
Other | 294,000 |
Total liabilities assets held for sale | $ 5,449,000 |
Investment in Unconsolidated 41
Investment in Unconsolidated Affiliates - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017USD ($)aroom | Dec. 31, 2016USD ($) | |
Investment in Unconsolidated Affiliates | ||
Investment in and advances to unconsolidated affiliates | $ 1,005 | $ 1,286 |
Other Investors | ||
Investment in Unconsolidated Affiliates | ||
Variable interest entity, ownership percentage | 42.10% | |
Number of new rooms developed | room | 118 | |
Cash | $ 1,000 | |
Land | a | 2.4 | |
Cost of hotel construction | $ 16,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2017 | Jan. 27, 2017 | Mar. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 3,062 | $ 2,033 | |||||
Reduction in income tax expense related to stock based compensation | $ 500 | $ 300 | $ 600 | 700 | |||
Non-qualified stock options, exchanged | 1,351,168 | ||||||
Non-qualified stock options yearly installments exercisable, percentage | 20.00% | ||||||
Non-qualified stock options, weighted average fair value per share | $ 9.90 | ||||||
Unrecognized compensation cost for unvested options | 300 | $ 300 | |||||
Ex Executive Officer | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Severance costs | $ 1,400 | ||||||
Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 3 years | ||||||
Performance Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted (in shares) | 100,829 | ||||||
RSU and Performance Awards | General and Administrative Expense | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 1,300 | $ 600 | $ 3,000 | $ 2,000 | |||
Restricted Stock Units (RSUs) | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted (in shares) | 384,704 | ||||||
Fair value, per unit | $ 15.50 | ||||||
Unrecognized compensation expense | 7,700 | $ 7,700 | |||||
Recognition period of unrecognized compensation cost | 1 year 2 months 2 days | ||||||
Unrecognized compensation cost for unvested restricted stock | $ 200 | $ 200 | |||||
Restricted Stock Units (RSUs) | Non Employee Board | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted (in shares) | 46,282 | 39,661 | |||||
Restricted Stock Units (RSUs) | Ex Executive Officer | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 500 | ||||||
Vested | 167,511 | ||||||
Restricted Stock Units (RSUs) | Executive Officer | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted (in shares) | 298,761 | ||||||
Minimum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance period | 1 year | ||||||
Minimum | Plan 2015 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Payout range as a percent of award target | 0.00% | ||||||
Minimum | Performance Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance period | 2 years | ||||||
Non-qualified stock options, term | 10 years | ||||||
Maximum | Plan 2015 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Payout range as a percent of award target | 200.00% | ||||||
Maximum | Performance Awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 2 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Equity Awards | ||
Outstanding at the beginning of the Period (in shares) | 982,370 | |
Granted (in shares) | 384,704 | |
Exchanged | 860,557 | |
Canceled | (8,150) | |
Vested | (673,425) | |
Outstanding at the end of the Period (in shares) | 1,546,056 | 982,370 |
Weighted Average Grant Date Fair Value | ||
Unvested outstanding as of December 31, 2016 | $ 6.45 | |
Granted | 15.89 | |
Exchanged | 18.94 | |
Canceled | 14.20 | |
Vested | 18.14 | |
Unvested outstanding as of June 30, 2017 | $ 10.62 | $ 6.45 |
Weighted- Average Remaining Contractual Life | ||
Weighted- Average Remaining Contractual Life (in years) | 1 year 2 months 1 day | 1 year 4 months 28 days |
Aggregate Intrinsic Value | ||
Aggregate fair value | $ 16.4 | $ 6.3 |
Stock-Based Compensation - Su44
Stock-Based Compensation - Summary of RSU Activity (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2017shares | |
Performance Awards | |
Summary of the RSU activity | |
Granted (in shares) | 100,829 |
Percentage of target to be achieved to be eligible to receive performance awards | 100.00% |
Time-based Awards | |
Summary of the RSU activity | |
Granted (in shares) | 283,875 |
Percentage of target to be achieved to be eligible to receive performance awards | 100.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Options | ||
Outstanding at the beginning of the Period (in shares) | 169,300 | |
Exchanged (in shares) | 1,351,168 | |
Expired (in shares) | (51,700) | |
Exercised - in shares | (975,174) | |
Outstanding at the end of the Period (in shares) | 493,594 | 169,300 |
Range of Exercise Price | ||
Lower end of exercise price | $ 3.94 | $ 2.44 |
Upper end of exercise price | 15.60 | 16.27 |
Weighted-Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | 9.94 | |
Exchanged (in dollars per share) | 10.12 | |
Expired (in dollars per share) | 2.97 | |
Exercised (in dollars per share) | 9.34 | |
Outstanding at the end of the period ( in dollars per share) | $ 12.24 | $ 9.94 |
Weighted- Average Remaining Contractual Life | ||
Weighted- Average Remaining Contractual Life (in years) | 1 year 2 months 16 days | 10 months 10 days |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value | $ 3.7 | $ 1.2 |
Exchanged | ||
Range of Exercise Price | ||
Lower end of exercise price | $ 6.87 | |
Upper end of exercise price | 15.60 | |
Expired | ||
Range of Exercise Price | ||
Lower end of exercise price | 2.44 | |
Upper end of exercise price | 3.94 | |
Exercised | ||
Range of Exercise Price | ||
Lower end of exercise price | 6.87 | |
Upper end of exercise price | $ 16.27 |
Stock-Based Compensation - Su46
Stock-Based Compensation - Summary of Fair Value Assumptions (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Share Based Compensation [Abstract] | |
Weighted average expected volatility | 40.00% |
Expected dividend yield | 0.00% |
Weighted average expected term (in years) | 7 months 28 days |
Weighted average risk-free interest rate | 1.08% |
Stock-Based Compensation - Su47
Stock-Based Compensation - Summary of RSU Award Activity (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Restricted Stock | |
Exchanged | shares | 180,374 |
Vested | shares | (155,548) |
Outstanding at the end of the Period (in shares) | shares | 24,826 |
Weighted Average Grant Date Fair Value | |
Exchanged | $ / shares | $ 19.23 |
Vested | $ / shares | 19.25 |
Outstanding as of June 30, 2017 | $ / shares | $ 19.13 |
Weighted- Average Remaining Contractual Life | |
Weighted- Average Remaining Contractual Life (in years) | 6 months 7 days |
Aggregate Intrinsic Value | |
Aggregate fair value | $ | $ 0.5 |
Other and Intangible Assets, 48
Other and Intangible Assets, Net - Schedule of Other and Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | May 01, 2017 | Dec. 31, 2016 | |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Goodwill | $ 746,482 | $ 679,656,000 | $ 66,826 |
Goodwill, useful life | Indefinite | ||
Intangible assets, excluding goodwill- gross | $ 970,385 | 499,574 | |
Total gaming licenses and other intangible assets | 956,690 | 487,498 | |
Non-operating real property | 18,069 | 14,219 | |
Land held for development | 906 | 906 | |
Other | 16,408 | 9,214 | |
Total other assets, net | 17,314 | 10,120 | |
Loyalty Program | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-intangible assets, excluding goodwill- gross | 21,461 | 7,700 | |
Accumulated amortization | $ (8,363) | (7,700) | |
Loyalty Program | Minimum | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible asset, useful life | 1 year | ||
Loyalty Program | Maximum | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years | ||
Trade Names | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-intangible assets, excluding goodwill- gross | $ 6,700 | 6,700 | |
Accumulated amortization | $ (5,332) | (4,376) | |
Trade Names | Minimum | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible asset, useful life | 1 year | ||
Trade Names | Maximum | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years 6 months | ||
Gaming licenses | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite intangible assets, excluding goodwill- gross | $ 846,374 | 482,074 | |
Indefinite intangible assets, useful life | Indefinite | ||
Trade Names-Indefinite | |||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Indefinite intangible assets, excluding goodwill- gross | $ 95,850 | $ 3,100 | |
Indefinite intangible assets, useful life | Indefinite |
Other and Intangible Assets, 49
Other and Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Trade Names | ||||
Trade names and customer loyalty program | ||||
Amortization expense | $ 1.1 | $ 1.2 | $ 1.1 | $ 1.2 |
Loyalty Program | ||||
Trade names and customer loyalty program | ||||
Amortization expense | 1.6 | $ 2.4 | 1.6 | $ 2.4 |
Trade Names and Loyalty Program | ||||
Trade names and customer loyalty program | ||||
Remainder of 2017 | 3.4 | 3.4 | ||
2,018 | 5 | 5 | ||
2,019 | 4.6 | 4.6 | ||
2,020 | $ 1.5 | $ 1.5 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) expense from continuing operations | $ (39,677,000) | $ 5,980,000 | $ (39,219,000) | $ 7,816,000 |
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | $ 0 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 23, 2015 |
Long-term debt | |||
Capital leases | $ 1,198 | $ 543 | |
Long-term notes payable | 2,973 | ||
Less: Current portion | (15,568) | (4,545) | |
Long-term debt, noncurrent | 2,211,023 | 795,881 | |
6% Senior Notes | |||
Long-term debt | |||
Long-term debt, gross | 375,000 | ||
Less: Unamortized debt issuance costs | (15,855) | ||
Long-term Debt | 359,145 | ||
New Term Loan | |||
Long-term debt | |||
Long-term debt, gross | 1,446,375 | ||
Less: Unamortized discount and debt issuance costs | (30,828) | ||
Long-term Debt | 1,415,547 | ||
7% Senior Notes | |||
Long-term debt | |||
Long-term debt, gross | 375,000 | 375,000 | $ 375,000 |
Less: Unamortized discount and debt issuance costs | (7,652) | (8,141) | |
Long-term Debt | 367,348 | 366,859 | |
New Term Loan | |||
Long-term debt | |||
Long-term debt, gross | 418,625 | ||
Less: Unamortized discount and debt issuance costs | (12,578) | ||
Long-term Debt | 406,047 | ||
New Revolving Credit Facility | |||
Long-term debt | |||
Long-term debt, gross | 90,000 | ||
Less: Unamortized debt issuance costs | (9,620) | ||
Long-term Debt | $ 80,380 | ||
New Revolving Credit Facility | |||
Long-term debt | |||
Long-term debt, gross | 29,000 | ||
Less: Unamortized debt issuance costs | (2,023) | ||
Long-term Debt | $ 26,977 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Apr. 17, 2017 | Mar. 29, 2017 | Jul. 23, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Long-term debt | ||||||||
Scheduled maturities of long-term debt in 2022 | $ 90,000,000 | $ 90,000,000 | ||||||
Scheduled maturities of long-term debt in 2023 | 375,000,000 | 375,000,000 | ||||||
Scheduled maturities of long-term debt in 2024 | 1,350,000,000 | 1,350,000,000 | ||||||
Scheduled maturities of long-term debt in 2025 | 375,000,000 | 375,000,000 | ||||||
Loss on early retirement of debt, net | $ (27,317,000) | $ (89,000) | (27,317,000) | $ (155,000) | ||||
Amortization of debt issuance costs | $ 3,034,000 | 1,754,000 | ||||||
Interest rate (as a percent) | 6.00% | 6.00% | ||||||
Debt instrument interest rate terms | however, that in no event will LIBOR be less than zero or the base rate be less than 1.00% over the term of the New Term Loan Facility or the New Revolving Credit Facility. | |||||||
Isle Acquisition | ||||||||
Long-term debt | ||||||||
Acquisition date | May 1, 2017 | |||||||
7% Senior Notes | ||||||||
Long-term debt | ||||||||
Long-term debt, gross | $ 375,000,000 | $ 375,000,000 | $ 375,000,000 | $ 375,000,000 | ||||
Interest rate (as a percent) | 7.00% | 7.00% | 7.00% | |||||
Senior notes, maturity date | Aug. 1, 2023 | |||||||
7% Senior Notes | Prior to August 1, 2018 | ||||||||
Long-term debt | ||||||||
Redemption price on notes redeemed (as a percent) | 107.00% | |||||||
Percentage of issue price of principal amount | 101.00% | |||||||
Percentage of repurchase | 100.00% | |||||||
7% Senior Notes | Prior to April 1, 2020 | ||||||||
Long-term debt | ||||||||
Redemption price (as a percent) | 101.75% | |||||||
7% Senior Notes | Maximum | Prior to August 1, 2018 | ||||||||
Long-term debt | ||||||||
Redemption price (as a percent) | 35.00% | |||||||
6% Senior Notes | ||||||||
Long-term debt | ||||||||
Long-term debt, gross | $ 375,000,000 | |||||||
Interest rate (as a percent) | 6.00% | 6.00% | 6.00% | 6.00% | ||||
Senior notes, maturity date | Apr. 1, 2025 | |||||||
ESCROW CASH | $ 1,900,000 | |||||||
Debt instrument interest rate terms | The 6% Senior Notes will mature on April 1, 2025, with interest payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2017. | |||||||
6% Senior Notes | Prior to August 1, 2018 | ||||||||
Long-term debt | ||||||||
Redemption price on notes redeemed (as a percent) | 106.00% | |||||||
Percentage of issue price of principal amount | 101.00% | |||||||
Percentage of repurchase | 100.00% | |||||||
6% Senior Notes | Minimum | ||||||||
Long-term debt | ||||||||
Notification period on or after April 1, 2020 | 30 days | |||||||
6% Senior Notes | Maximum | ||||||||
Long-term debt | ||||||||
Notification period on or after April 1, 2020 | 60 days | |||||||
6% Senior Notes | Maximum | Prior to August 1, 2018 | ||||||||
Long-term debt | ||||||||
Redemption price (as a percent) | 35.00% | |||||||
Senior Unsecured Notes | ||||||||
Long-term debt | ||||||||
Borrowing capacity | $ 375,000,000 | $ 375,000,000 | ||||||
7% Senior Notes | ||||||||
Long-term debt | ||||||||
Amortization of debt issuance costs and discount | 500,000 | $ 900,000 | 1,400,000 | $ 1,800,000 | ||||
6% Senior Notes and New Credit Facility | ||||||||
Long-term debt | ||||||||
Amortization of debt issuance costs | 1,700,000 | 1,700,000 | ||||||
Notes | Prior to August 1, 2018 | ||||||||
Long-term debt | ||||||||
Redemption price on notes redeemed (as a percent) | 100.00% | |||||||
Notes | Prior to April 1, 2020 | ||||||||
Long-term debt | ||||||||
Redemption price on notes redeemed (as a percent) | 100.00% | |||||||
Revolving Credit Facility | ||||||||
Long-term debt | ||||||||
Borrowing capacity | 1,750,000,000 | 1,750,000,000 | ||||||
New Term Loan | ||||||||
Long-term debt | ||||||||
Borrowing capacity | 1,450,000,000 | $ 1,450,000,000 | ||||||
New senior secured term loan facility | $ 425,000,000 | |||||||
Term of debt | 7 years | |||||||
New Term Loan | LIBOR | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 3.25% | |||||||
Floor rate (as a percent) | 1.00% | |||||||
New Term Loan | Base rate | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 2.25% | |||||||
New Revolving Credit Facility | ||||||||
Long-term debt | ||||||||
Borrowing capacity | 300,000,000 | $ 300,000,000 | ||||||
New senior secured term loan facility | $ 150,000,000 | |||||||
Term of debt | 5 years | |||||||
Commitment fee on unused portion of the credit facility | 0.50% | |||||||
New Revolving Credit Facility | Minimum | LIBOR | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 2.50% | |||||||
New Revolving Credit Facility | Minimum | Base rate | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 1.50% | |||||||
New Revolving Credit Facility | Maximum | LIBOR | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 3.25% | |||||||
New Revolving Credit Facility | Maximum | Base rate | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 2.25% | |||||||
Credit Facility | ||||||||
Long-term debt | ||||||||
Loss on early retirement of debt, net | (700,000) | $ (700,000) | ||||||
7% Senior Notes | Minimum | ||||||||
Long-term debt | ||||||||
Notification period on or after August 1, 2018 | 30 days | |||||||
7% Senior Notes | Maximum | ||||||||
Long-term debt | ||||||||
Notification period on or after August 1, 2018 | 60 days | |||||||
New Term Loan Facility | ||||||||
Long-term debt | ||||||||
ESCROW CASH | $ 4,500,000 | |||||||
New senior secured term loan facility | 1,450,000,000 | |||||||
Amount outstanding | 1,450,000,000 | $ 1,450,000,000 | ||||||
Credit facility maturity date | Apr. 17, 2024 | |||||||
Credit facility quarterly principal payments | $ 3,625,000 | |||||||
Credit facility, payment terms | The Company is be required to make quarterly principal payments in an amount equal to $3,625,000 on the New Term Loan Facility on the last day of each fiscal quarter beginning on June 30, 2017. | |||||||
New Term Loan Facility | LIBOR | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 2.25% | |||||||
New Term Loan Facility | Base rate | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 1.25% | |||||||
New Revolving Credit Facility | ||||||||
Long-term debt | ||||||||
New senior secured term loan facility | $ 300,000,000 | |||||||
Commitment fee on unused portion of the credit facility | 0.50% | |||||||
Amount outstanding | 90,000,000 | $ 90,000,000 | ||||||
Available borrowing capacity | $ 201,300,000 | $ 201,300,000 | ||||||
Interest rate | 3.75% | |||||||
Credit facility maturity date | Apr. 17, 2022 | |||||||
Maximum required leverage ratio, year one | 650.00% | 650.00% | ||||||
Maximum required leverage ratio, year two | 600.00% | 600.00% | ||||||
Maximum required leverage ratio, after year two | 550.00% | 550.00% | ||||||
Minimum required interest coverage ratio, year one | 200.00% | |||||||
Minimum required interest coverage ratio, year two | 250.00% | |||||||
Minimum required interest coverage ratio, after year two | 275.00% | |||||||
New Revolving Credit Facility | Minimum | LIBOR | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 1.75% | |||||||
New Revolving Credit Facility | Minimum | Base rate | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 0.75% | |||||||
New Revolving Credit Facility | Maximum | LIBOR | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 2.50% | |||||||
New Revolving Credit Facility | Maximum | Base rate | ||||||||
Long-term debt | ||||||||
Spread on variable rate (as a percent) | 1.50% | |||||||
Letter of Credit | ||||||||
Long-term debt | ||||||||
Amount outstanding | $ 8,700,000 | $ 8,700,000 |
Long-Term Debt - Schedule of Re
Long-Term Debt - Schedule of Redemption Prices of Notes (Details) | 6 Months Ended |
Jun. 30, 2017 | |
7% Senior Notes | Year Beginning August 1, 2018 | |
Long-term debt | |
Redemption price (as a percent) | 105.25% |
7% Senior Notes | Year Beginning August 1, 2019 | |
Long-term debt | |
Redemption price (as a percent) | 103.50% |
7% Senior Notes | Year Beginning August 1, 2020 | |
Long-term debt | |
Redemption price (as a percent) | 101.75% |
7% Senior Notes | Year Beginning August 1, 2021 and Thereafter | |
Long-term debt | |
Redemption price (as a percent) | 100.00% |
6% Senior Notes | Year Beginning August 1, 2020 | |
Long-term debt | |
Redemption price (as a percent) | 104.50% |
6% Senior Notes | Year Beginning April 1, 2021 | |
Long-term debt | |
Redemption price (as a percent) | 103.00% |
6% Senior Notes | Year Beginning April 1, 2022 | |
Long-term debt | |
Redemption price (as a percent) | 101.50% |
6% Senior Notes | Year Beginning April 1, 2023 and Thereafter | |
Long-term debt | |
Redemption price (as a percent) | 100.00% |
Fair Value of Financial Instr54
Fair Value of Financial Instruments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value assets, Level 1 to Level 2 transfers amount | $ 0 |
Fair value assets, Level 2 to Level 1 transfers amount | 0 |
Accounts Receivable | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Concentration Risk, Credit Risk, Financial Instruments | $ 0 |
Fair Value of Financial Instr55
Fair Value of Financial Instruments - Summary of Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
7% Senior Notes | ||
Financial liabilities: | ||
Long-term debt | $ 367,348 | $ 366,859 |
Term Loan | ||
Financial liabilities: | ||
Long-term debt | 406,047 | |
Revolving Credit Facility | ||
Financial liabilities: | ||
Long-term debt | 26,977 | |
Carrying Amount | ||
Financial assets: | ||
Cash and cash equivalents | 103,624 | 61,029 |
Restricted cash | 22,566 | 2,414 |
Marketable securities | 17,437 | 0 |
Financial liabilities: | ||
Acquisition-related contingent considerations | 533 | 496 |
Carrying Amount | New Term Loan Facility | ||
Financial liabilities: | ||
Long-term debt | 1,415,547 | 0 |
Carrying Amount | New Revolving Credit Facility | ||
Financial liabilities: | ||
Long-term debt | 80,380 | 0 |
Carrying Amount | 7% Senior Notes | ||
Financial liabilities: | ||
Long-term debt | 367,348 | 366,859 |
Carrying Amount | 6% Senior Notes | ||
Financial liabilities: | ||
Long-term debt | 359,145 | 0 |
Carrying Amount | Term Loan | ||
Financial liabilities: | ||
Long-term debt | 0 | 406,047 |
Carrying Amount | Revolving Credit Facility | ||
Financial liabilities: | ||
Long-term debt | 0 | 26,977 |
Carrying Amount | Other long-term debt | ||
Financial liabilities: | ||
Long-term debt | 2,973 | 0 |
Fair Value | ||
Financial assets: | ||
Cash and cash equivalents | 103,624 | 61,029 |
Restricted cash | 32,516 | 2,414 |
Marketable securities | 17,437 | 0 |
Financial liabilities: | ||
Acquisition-related contingent considerations | 533 | 496 |
Fair Value | New Term Loan Facility | ||
Financial liabilities: | ||
Long-term debt | 1,433,792 | 0 |
Fair Value | New Revolving Credit Facility | ||
Financial liabilities: | ||
Long-term debt | 90,000 | 0 |
Fair Value | 7% Senior Notes | ||
Financial liabilities: | ||
Long-term debt | 405,000 | 397,500 |
Fair Value | 6% Senior Notes | ||
Financial liabilities: | ||
Long-term debt | 397,500 | 0 |
Fair Value | Term Loan | ||
Financial liabilities: | ||
Long-term debt | 0 | 423,858 |
Fair Value | Revolving Credit Facility | ||
Financial liabilities: | ||
Long-term debt | 0 | 29,000 |
Fair Value | Other long-term debt | ||
Financial liabilities: | ||
Long-term debt | $ 2,973 | $ 0 |
Fair Value of Financial Instr56
Fair Value of Financial Instruments - Summary of Change in Acquisition-Related Contingent Consideration Liability (Details) - Acquisition-Related Contingent Considerations $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Change in acquisition-related contingent consideration liabilities | |
Balance at the beginning of the period | $ 496 |
Amortization of present value discount | 34 |
Fair value adjustment for change in consideration expected to be paid | 3 |
Balance at the end of the period | $ 533 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income Per Share Computations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net (loss) income from continuing operations | $ (47,283) | $ 10,791 | $ (46,262) | $ 14,160 |
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAXES | 955 | 955 | ||
NET (LOSS) INCOME | $ (46,328) | $ 10,791 | $ (45,307) | $ 14,160 |
Shares outstanding: | ||||
Weighted average shares outstanding - basic | 67,453,095 | 47,071,608 | 57,405,834 | 46,966,391 |
Weighted average shares outstanding - diluted | 68,469,191 | 47,721,075 | 58,339,438 | 47,591,958 |
(Loss) income per common share attributable to common stockholders - basic: | ||||
Net (loss) income from continuing operations | $ (0.70) | $ 0.23 | $ (0.81) | $ 0.30 |
Income from discontinued operations, net of income taxes | 0.01 | 0.02 | ||
Net (loss) income attributable to common stockholders | (0.69) | 0.23 | (0.79) | 0.30 |
(Loss) income per common share attributable to common stockholders - diluted: | ||||
Net (loss) income from continuing operations | (0.70) | 0.23 | (0.81) | 0.30 |
Income from discontinued operations, net of income taxes | 0.01 | 0.02 | ||
Net (loss) income attributable to common stockholders | $ (0.69) | $ 0.23 | $ (0.79) | $ 0.30 |
Stock Options | ||||
Shares outstanding: | ||||
Effect of dilutive securities | 78,435 | 111,456 | 64,617 | 130,107 |
Restricted Stock Units (RSUs) | ||||
Shares outstanding: | ||||
Effect of dilutive securities | 937,661 | 538,011 | 868,987 | 495,460 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Scioto Downs | |
Expenses under the terms of the ground lease | |
Renewal term | 2 years |
Mountaineer Pari-mutuel Clerks | |
Expenses under the terms of the ground lease | |
Renewal term | 1 year |
Related Parties - Additional In
Related Parties - Additional Information (Details) - C. S. & Y. Associates | Jun. 30, 2017USD ($)a | Dec. 31, 2016USD ($) |
Related parties | ||
Area of real property leased | a | 30,000 | |
Payable to related parties | $ 0 | $ 300,000 |
Due from related parties | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 2 Months Ended | 4 Months Ended |
Jun. 30, 2017segmentitem | Apr. 30, 2017segmentitem | |
Segment Reporting [Abstract] | ||
Number of geographic regions | item | 4 | 3 |
Number of reportable segments | segment | 4 | 3 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segment (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Nevada Segment | Eldorado Reno | NEVADA | |
Segment Reporting Information [Line Items] | |
Property | Eldorado Reno |
State | Nevada |
Nevada Segment | Silver Legacy | NEVADA | |
Segment Reporting Information [Line Items] | |
Property | Silver Legacy |
State | Nevada |
Nevada Segment | Circus Reno | NEVADA | |
Segment Reporting Information [Line Items] | |
Property | Circus Reno |
State | Nevada |
Louisiana Segment | Eldorado Shreveport | LOUISIANA | |
Segment Reporting Information [Line Items] | |
Property | Eldorado Shreveport |
State | Louisiana |
Eastern Segment | Presque Isle Downs | PENNSYLVANIA | |
Segment Reporting Information [Line Items] | |
Property | Presque Isle Downs |
State | Pennsylvania |
Eastern Segment | Scioto Downs | OHIO | |
Segment Reporting Information [Line Items] | |
Property | Scioto Downs |
State | Ohio |
Eastern Segment | Mountaineer | WEST VIRGINIA | |
Segment Reporting Information [Line Items] | |
Property | Mountaineer |
State | West Virginia |
West Segment | Eldorado Reno | NEVADA | |
Segment Reporting Information [Line Items] | |
Property | Eldorado Reno |
State | Nevada |
West Segment | Silver Legacy | NEVADA | |
Segment Reporting Information [Line Items] | |
Property | Silver Legacy |
State | Nevada |
West Segment | Circus Reno | NEVADA | |
Segment Reporting Information [Line Items] | |
Property | Circus Reno |
State | Nevada |
West Segment | Isle Black Hawk | COLORADO | |
Segment Reporting Information [Line Items] | |
Property | Isle Black Hawk |
State | Colorado |
West Segment | Lady Luck Black Hawk | COLORADO | |
Segment Reporting Information [Line Items] | |
Property | Lady Luck Black Hawk |
State | Colorado |
Midwest Segment | Waterloo | IOWA | |
Segment Reporting Information [Line Items] | |
Property | Waterloo |
State | Iowa |
Midwest Segment | Bettendorf | IOWA | |
Segment Reporting Information [Line Items] | |
Property | Bettendorf |
State | Iowa |
Midwest Segment | Boonville | MISSOURI | |
Segment Reporting Information [Line Items] | |
Property | Boonville |
State | Missouri |
Midwest Segment | Cape Girardeau | MISSOURI | |
Segment Reporting Information [Line Items] | |
Property | Cape Girardeau |
State | Missouri |
Midwest Segment | Caruthersville | MISSOURI | |
Segment Reporting Information [Line Items] | |
Property | Caruthersville |
State | Missouri |
Midwest Segment | Kansas City | MISSOURI | |
Segment Reporting Information [Line Items] | |
Property | Kansas City |
State | Missouri |
South Segment | Eldorado Shreveport | LOUISIANA | |
Segment Reporting Information [Line Items] | |
Property | Eldorado Shreveport |
State | Louisiana |
South Segment | Pompano | FLORIDA | |
Segment Reporting Information [Line Items] | |
Property | Pompano |
State | Florida |
South Segment | Lula | MISSISSIPPI | |
Segment Reporting Information [Line Items] | |
Property | Lula |
State | Mississippi |
South Segment | Vicksburg | MISSISSIPPI | |
Segment Reporting Information [Line Items] | |
Property | Vicksburg |
State | Mississippi |
East Segment | Presque Isle Downs | PENNSYLVANIA | |
Segment Reporting Information [Line Items] | |
Property | Presque Isle Downs |
State | Pennsylvania |
East Segment | Scioto Downs | OHIO | |
Segment Reporting Information [Line Items] | |
Property | Scioto Downs |
State | Ohio |
East Segment | Mountaineer | WEST VIRGINIA | |
Segment Reporting Information [Line Items] | |
Property | Mountaineer |
State | West Virginia |
East Segment | Nemacolin | PENNSYLVANIA | |
Segment Reporting Information [Line Items] | |
Property | Nemacolin |
State | Pennsylvania |
Segment Information - Schedule
Segment Information - Schedule of Operating Data for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues and expenses | ||||
Net operating revenues | $ 355,180 | $ 231,315 | $ 556,105 | $ 444,881 |
Operating (loss) income | (32,116) | 29,655 | (17,967) | 47,917 |
Unallocated income and expenses: | ||||
Interest expense, net | (27,527) | (12,795) | (40,197) | (25,786) |
Loss on early retirement of debt | (27,317) | (89) | (27,317) | (155) |
Income tax (benefit) expense from continuing operations | (39,677) | 5,980 | (39,219) | 7,816 |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (47,283) | 10,791 | (46,262) | 14,160 |
Corporate | ||||
Revenues and expenses | ||||
Net operating revenues | 136 | 136 | ||
Operating (loss) income | (93,214) | (4,475) | (101,551) | (12,010) |
Operating Segment | West | ||||
Revenues and expenses | ||||
Net operating revenues | 98,360 | 84,161 | 161,061 | 156,932 |
Operating (loss) income | 16,468 | 13,655 | 17,994 | 19,219 |
Operating Segment | Midwest | ||||
Revenues and expenses | ||||
Net operating revenues | 67,503 | 67,503 | ||
Operating (loss) income | 15,408 | 15,408 | ||
Operating Segment | South | ||||
Revenues and expenses | ||||
Net operating revenues | 69,617 | 32,088 | 101,528 | 66,530 |
Operating (loss) income | 11,069 | 5,541 | 16,987 | 12,043 |
Operating Segment | East | ||||
Revenues and expenses | ||||
Net operating revenues | 119,564 | 115,066 | 225,877 | 221,419 |
Operating (loss) income | $ 18,153 | $ 14,934 | $ 33,195 | $ 28,665 |
Segment Information - Schedul63
Segment Information - Schedule of Capital Expenditures for Reportable Segments (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Capital Expenditures | $ 29,824 | $ 20,345 |
West | ||
Segment Reporting Information [Line Items] | ||
Capital Expenditures | 18,632 | 5,717 |
Midwest | ||
Segment Reporting Information [Line Items] | ||
Capital Expenditures | 1,763 | |
South | ||
Segment Reporting Information [Line Items] | ||
Capital Expenditures | 1,646 | 2,664 |
East | ||
Segment Reporting Information [Line Items] | ||
Capital Expenditures | 4,048 | 11,683 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Capital Expenditures | $ 3,735 | $ 281 |
Segment Information - Schedul64
Segment Information - Schedule of Balance Sheet Information for Reportable Segments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | May 01, 2017 | Dec. 31, 2016 |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | $ 3,557,940 | $ 1,294,044 | |
Investment in and advances to unconsolidated affiliates | 1,005 | 1,286 | |
Goodwill | 746,482 | $ 679,656,000 | 66,826 |
Corporate, Other & Eliminations | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | (740,168) | (62,975) | |
West | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 1,256,586 | 377,688 | |
Goodwill | 154,467 | ||
Midwest | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 1,173,121 | ||
Goodwill | 334,276 | ||
South | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 680,560 | 128,427 | |
Goodwill | 190,913 | ||
East | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Total assets | 1,187,841 | 850,904 | |
Investment in and advances to unconsolidated affiliates | 1,005 | 1,286 | |
Goodwill | $ 66,826 | $ 66,826 |
Consolidating Condensed Finan65
Consolidating Condensed Financial Information - Additional Information (Details) | Jun. 30, 2017 | Apr. 17, 2017 | Mar. 29, 2017 | Jul. 23, 2015 |
Condensed Financial Statements Captions [Line Items] | ||||
Interest rate (as a percent) | 6.00% | |||
7% Senior Notes | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest rate (as a percent) | 7.00% | 7.00% | ||
6% Senior Notes | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Interest rate (as a percent) | 6.00% | 6.00% | 6.00% |
Consolidating Condensed Finan66
Consolidating Condensed Financial Information - Consolidating Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Condensed Balance Sheet | ||
Current assets | $ 362,569 | $ 101,753 |
Investment in and advances to unconsolidated affiliates | 1,005 | 1,286 |
Property and equipment, net | 1,455,811 | 612,342 |
Other assets | 1,738,555 | 578,663 |
Total assets | 3,557,940 | 1,294,044 |
Current liabilities | 252,360 | 102,040 |
Long-term debt, less current maturities | 2,211,023 | 795,881 |
Deferred income tax liabilities | 239,510 | 90,385 |
Other accrued liabilities | 30,123 | 7,287 |
Stockholders’ equity | 824,924 | 298,451 |
Total liabilities and stockholders’ equity | 3,557,940 | 1,294,044 |
Reportable Legal Entities | Eldorado Resorts, Inc. (Parent Obligor) | ||
Condensed Balance Sheet | ||
Current assets | 19,229 | 1,800 |
Intercompany receivables | 332,988 | 388,050 |
Investments in subsidiaries | 2,260,202 | 299,437 |
Property and equipment, net | 5,004 | 1,965 |
Other assets | 85,975 | 50,591 |
Total assets | 2,703,398 | 741,843 |
Current liabilities | 45,626 | 22,759 |
Long-term debt, less current maturities | 1,832,920 | 420,633 |
Other accrued liabilities | 12 | |
Stockholders’ equity | 824,852 | 298,439 |
Total liabilities and stockholders’ equity | 2,703,398 | 741,843 |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Balance Sheet | ||
Current assets | 329,135 | 99,554 |
Investment in and advances to unconsolidated affiliates | 1,005 | 1,286 |
Investments in subsidiaries | 2,576,314 | 808,923 |
Property and equipment, net | 1,440,962 | 610,377 |
Other assets | 2,110,838 | 584,606 |
Total assets | 6,458,254 | 2,104,746 |
Current liabilities | 184,159 | 79,265 |
Intercompany payables | 373,368 | 389,236 |
Long-term debt, less current maturities | 698,192 | 375,248 |
Deferred income tax liabilities | 381,693 | 146,930 |
Other accrued liabilities | 24,783 | 7,275 |
Stockholders’ equity | 4,796,059 | 1,106,792 |
Total liabilities and stockholders’ equity | 6,458,254 | 2,104,746 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Balance Sheet | ||
Current assets | 20,225 | 399 |
Intercompany receivables | 40,104 | 1,186 |
Property and equipment, net | 9,845 | |
Other assets | 34,267 | 11 |
Total assets | 104,441 | 1,596 |
Current liabilities | 28,595 | 16 |
Long-term debt, less current maturities | 25,550 | |
Deferred income tax liabilities | 4,702 | |
Other accrued liabilities | 5,340 | |
Stockholders’ equity | 40,254 | 1,580 |
Total liabilities and stockholders’ equity | 104,441 | 1,596 |
Consolidating and Eliminating Entries | ||
Condensed Balance Sheet | ||
Current assets | (6,020) | |
Intercompany receivables | (373,092) | (389,236) |
Investments in subsidiaries | (4,836,516) | (1,108,360) |
Other assets | (492,525) | (56,545) |
Total assets | (5,708,153) | (1,554,141) |
Current liabilities | (6,020) | |
Intercompany payables | (373,368) | (389,236) |
Long-term debt, less current maturities | (345,639) | |
Deferred income tax liabilities | (146,885) | (56,545) |
Stockholders’ equity | (4,836,241) | (1,108,360) |
Total liabilities and stockholders’ equity | $ (5,708,153) | $ (1,554,141) |
Consolidating Condensed Finan67
Consolidating Condensed Financial Information - Consolidating Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Gaming and pari-mutuel commissions | $ 465,750 | $ 351,114 | ||
Non-gaming | 143,033 | 138,447 | ||
Gross revenues | $ 389,237 | $ 255,010 | 608,783 | 489,561 |
Less-promotional allowances | (34,057) | (23,695) | (52,678) | (44,680) |
Net operating revenues | 355,180 | 231,315 | 556,105 | 444,881 |
Operating expenses: | ||||
Gaming and pari-mutuel commissions | 248,951 | 200,891 | ||
Non-gaming | 65,807 | 68,311 | ||
Marketing and promotions | 20,158 | 9,766 | 30,214 | 19,341 |
General and administrative | 55,379 | 32,380 | 87,154 | 64,035 |
Corporate | 7,442 | 4,354 | 14,016 | 11,258 |
Depreciation and amortization | 24,909 | 15,583 | 40,513 | 31,787 |
Total operating expenses | 301,683 | 200,768 | 486,655 | 395,623 |
Loss on sale of asset or disposal of property | (89) | (836) | (57) | (765) |
Acquisition charges | (87,078) | (576) | ||
EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATE | (60) | (282) | ||
OPERATING (LOSS) INCOME | (32,116) | 29,655 | (17,967) | 47,917 |
Interest expense, net | (40,197) | (25,786) | ||
Loss on early retirement of debt, net | (27,317) | (89) | (27,317) | (155) |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (86,960) | 16,771 | (85,481) | 21,976 |
BENEFIT (PROVISION) FOR INCOME TAXES | 39,677 | (5,980) | 39,219 | (7,816) |
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (47,283) | 10,791 | (46,262) | 14,160 |
Income from discontinued operations, net of taxes | 955 | 955 | ||
NET (LOSS) INCOME | $ (46,328) | $ 10,791 | (45,307) | 14,160 |
Reportable Legal Entities | Eldorado Resorts, Inc. (Parent Obligor) | ||||
Operating expenses: | ||||
Corporate | 13,548 | 10,959 | ||
Management fee | (13,068) | (11,285) | ||
Depreciation and amortization | 332 | 211 | ||
Total operating expenses | 812 | (115) | ||
Loss on sale of asset or disposal of property | (21) | |||
Acquisition charges | (69,173) | (576) | ||
OPERATING (LOSS) INCOME | (70,006) | (461) | ||
Interest expense, net | (26,993) | (12,606) | ||
Loss on early retirement of debt, net | (27,317) | (155) | ||
Subsidiary income (loss) | 25,117 | 35,180 | ||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (99,199) | 21,958 | ||
BENEFIT (PROVISION) FOR INCOME TAXES | 52,937 | (7,798) | ||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (46,262) | |||
Income from discontinued operations, net of taxes | 955 | |||
NET (LOSS) INCOME | (45,307) | 14,160 | ||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Revenues: | ||||
Gaming and pari-mutuel commissions | 459,653 | 351,006 | ||
Non-gaming | 142,237 | 138,447 | ||
Gross revenues | 601,890 | 489,453 | ||
Less-promotional allowances | (52,223) | (44,680) | ||
Net operating revenues | 549,667 | 444,773 | ||
Operating expenses: | ||||
Gaming and pari-mutuel commissions | 244,710 | 200,891 | ||
Non-gaming | 65,547 | 68,311 | ||
Marketing and promotions | 29,579 | 19,339 | ||
General and administrative | 85,904 | 64,035 | ||
Corporate | 876 | 299 | ||
Management fee | 12,868 | 11,285 | ||
Depreciation and amortization | 40,092 | 31,576 | ||
Total operating expenses | 479,576 | 395,736 | ||
Loss on sale of asset or disposal of property | (36) | (765) | ||
Acquisition charges | (17,905) | |||
EQUITY IN LOSS OF UNCONSOLIDATED AFFILIATE | (282) | |||
OPERATING (LOSS) INCOME | 51,868 | 48,272 | ||
Interest expense, net | (12,926) | (13,180) | ||
Subsidiary income (loss) | 368 | 106 | ||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 39,310 | 35,198 | ||
BENEFIT (PROVISION) FOR INCOME TAXES | (13,809) | (18) | ||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | 25,501 | |||
Income from discontinued operations, net of taxes | 955 | |||
NET (LOSS) INCOME | 26,456 | 35,180 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Revenues: | ||||
Gaming and pari-mutuel commissions | 6,097 | 108 | ||
Non-gaming | 2,000 | |||
Gross revenues | 8,097 | 108 | ||
Less-promotional allowances | (455) | |||
Net operating revenues | 7,642 | 108 | ||
Operating expenses: | ||||
Gaming and pari-mutuel commissions | 4,241 | |||
Non-gaming | 260 | |||
Marketing and promotions | 635 | 2 | ||
General and administrative | 1,250 | |||
Corporate | 796 | |||
Management fee | 200 | |||
Depreciation and amortization | 89 | |||
Total operating expenses | 7,471 | 2 | ||
OPERATING (LOSS) INCOME | 171 | 106 | ||
Interest expense, net | (278) | |||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (107) | 106 | ||
BENEFIT (PROVISION) FOR INCOME TAXES | 91 | |||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (16) | |||
NET (LOSS) INCOME | (16) | 106 | ||
Consolidating and Eliminating Entries | ||||
Revenues: | ||||
Non-gaming | (1,204) | |||
Gross revenues | (1,204) | |||
Net operating revenues | (1,204) | |||
Operating expenses: | ||||
Corporate | (1,204) | |||
Total operating expenses | (1,204) | |||
Subsidiary income (loss) | (25,485) | (35,286) | ||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (25,485) | (35,286) | ||
NET (LOSS) INCOME FROM CONTINUING OPERATIONS | (25,485) | |||
Income from discontinued operations, net of taxes | (955) | |||
NET (LOSS) INCOME | $ (26,440) | $ (35,286) |
Consolidating Condensed Finan68
Consolidating Condensed Financial Information - Consolidating Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | $ 3,525 | $ 48,656 |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (29,824) | (20,345) |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 3,676 | |
Proceeds from sale of property and equipment | 1,551 | |
Decrease in other assets, net | 177 | |
Restricted cash | 100 | |
Net cash used in business combinations | (1,343,659) | (491) |
Net cash used in investing activities | (1,373,383) | (15,432) |
FINANCING ACTIVITIES: | ||
Payments on capital leases | (210) | (136) |
Debt issuance costs | (44,992) | (463) |
Proceeds from issuance of 6% Senior Notes | 375,000 | |
Proceeds from exercise of stock options | 2,898 | 1,005 |
Taxes paid related to net share settlement of equity awards | (8,993) | (1,178) |
Net cash provided by (used in) financing activities | 1,412,453 | (74,397) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 42,595 | (41,173) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 61,029 | 78,278 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 103,624 | 37,105 |
Term Loan | ||
FINANCING ACTIVITIES: | ||
Principal payments on Term Loan | (1,062) | (2,125) |
Retirement of Long-term Debt | (417,563) | |
New Term Loan | ||
FINANCING ACTIVITIES: | ||
Principal payments on Term Loan | (3,625) | |
Proceeds from issuance of New Term Loan | 1,450,000 | |
Revolving Credit Facility | ||
FINANCING ACTIVITIES: | ||
Borrowings under Revolving Credit Facility | 41,000 | 24,000 |
Payments under Revolving Credit Facility | (29,000) | (95,500) |
Retirement of Long-term Debt | (41,000) | |
New Revolving Credit Facility | ||
FINANCING ACTIVITIES: | ||
Borrowings under Revolving Credit Facility | 148,953 | |
Payments under Revolving Credit Facility | (58,953) | |
Reportable Legal Entities | Eldorado Resorts, Inc. (Parent Obligor) | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | (82,703) | (10,006) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (3,273) | 138 |
Decrease in other assets, net | (81) | |
Advances from (to) subsidiaries | 87,495 | |
Net cash used in business combinations | (1,343,659) | (491) |
Net cash used in investing activities | (1,346,932) | 87,061 |
FINANCING ACTIVITIES: | ||
Debt issuance costs | (44,992) | (463) |
Proceeds from issuance of 6% Senior Notes | 375,000 | |
Net proceeds from (payments to) related parties | 26,440 | |
Proceeds from exercise of stock options | 2,898 | 1,005 |
Taxes paid related to net share settlement of equity awards | (8,993) | (1,178) |
Net cash provided by (used in) financing activities | 1,439,103 | (74,261) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9,468 | 2,794 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 812 | 657 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 10,280 | 3,451 |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | 79,645 | 64,029 |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (26,536) | (20,483) |
Reimbursement of capital expenditures from West Virginia regulatory authorities | 3,676 | |
Proceeds from sale of property and equipment | 1,551 | |
Decrease in other assets, net | 258 | |
Restricted cash | 109 | |
Net cash used in investing activities | (26,427) | (14,998) |
FINANCING ACTIVITIES: | ||
Payments on capital leases | (169) | (136) |
Net proceeds from (payments to) related parties | (24,495) | (92,862) |
Net cash provided by (used in) financing activities | (24,664) | (92,998) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 28,554 | (43,967) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 59,885 | 77,621 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 88,439 | 33,654 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | 6,583 | |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment, net | (15) | |
Restricted cash | (9) | |
Net cash used in investing activities | (24) | |
FINANCING ACTIVITIES: | ||
Payments on capital leases | (41) | |
Net proceeds from (payments to) related parties | (1,945) | |
Net cash provided by (used in) financing activities | (1,986) | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,573 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 332 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 4,905 | |
Reportable Legal Entities | Term Loan | Eldorado Resorts, Inc. (Parent Obligor) | ||
FINANCING ACTIVITIES: | ||
Principal payments on Term Loan | (1,062) | (2,125) |
Retirement of Long-term Debt | (417,563) | |
Reportable Legal Entities | New Term Loan | Eldorado Resorts, Inc. (Parent Obligor) | ||
FINANCING ACTIVITIES: | ||
Principal payments on Term Loan | (3,625) | |
Proceeds from issuance of New Term Loan | 1,450,000 | |
Reportable Legal Entities | Revolving Credit Facility | Eldorado Resorts, Inc. (Parent Obligor) | ||
FINANCING ACTIVITIES: | ||
Borrowings under Revolving Credit Facility | 41,000 | 24,000 |
Payments under Revolving Credit Facility | (29,000) | (95,500) |
Retirement of Long-term Debt | (41,000) | |
Reportable Legal Entities | New Revolving Credit Facility | Eldorado Resorts, Inc. (Parent Obligor) | ||
FINANCING ACTIVITIES: | ||
Borrowings under Revolving Credit Facility | 148,953 | |
Payments under Revolving Credit Facility | $ (58,953) | |
Consolidating and Eliminating Entries | ||
Condensed Statement of Cash Flows | ||
Net cash (used in) provided by operating activities | (5,367) | |
INVESTING ACTIVITIES: | ||
Advances from (to) subsidiaries | (87,495) | |
Net cash used in investing activities | (87,495) | |
FINANCING ACTIVITIES: | ||
Net proceeds from (payments to) related parties | 92,862 | |
Net cash provided by (used in) financing activities | $ 92,862 |