UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2015
Eldorado Resorts, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
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001-36629 |
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46-3657681 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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100 West Liberty Street, Suite 1150 |
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89501 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (775) 328-0100
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On October 26, 2015, Eldorado Resorts, Inc. (the “Company”) issued a press release, with financial information and schedules, announcing results for the third fiscal quarter ended September 30, 2015 (the “Press Release”). A copy of the Press Release was furnished as Exhibit 99.1 to a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on October 26, 2015.
Subsequent to the issuance of the Press Release and as part of completing its financial statement close process for its Form 10-Q, the Company determined that it incorrectly reported net income and net income per share of common stock for the three and nine month periods ended September 30, 2015. Specifically, in connection with a refinancing transaction consummated in July 2015, the Company misinterpreted the procedural and assessment calculation guidance related to Accounting Standards Codification (“ASC”) 470, Debt-Modifications and Extinguishments. This resulted in the Company mischaracterizing a portion of the transaction costs associated with the refinanced debt during the quarter ended September 30, 2015. The Company originally reported net income of $3,334,000 and $1,965,000, and net income per share of common stock as $0.07 and $0.04 for the three and nine months ended September 30, 2015, respectively. After correcting the error, the Company’s net income was $5,399,000 and $4,030,000, and net income per share of common stock was $0.12 and $0.09 for the three and nine months ended September 30, 2015, respectively.
Attached hereto as Exhibit 99.1 is an amended copy of the financial tables to the Press Release with the corrected net income and net income per share of common stock information, as well as corresponding adjustments to the reconciliation of GAAP to non-GAAP financial information. In addition, the correction of the error resulted in certain adjustments to the Company’s unaudited consolidated statements of operations for the three and nine months ended September 30, 2015 as well as the Company’s consolidated balance sheets as of September 30, 2015, which adjustments are reflected in Exhibit 99.1 attached hereto. No other changes were made to the financial tables to the Press Release.
The Company will make the same corrections to the version of the Press Release available on its website.
The information in this Current Report on Form 8-K/A and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No. |
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Description |
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99.1 |
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Updated Financial Tables to the Press Release. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ELDORADO RESORTS, INC., | ||
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By: |
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Date: November 9, 2015 |
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/s/ Gary L. Carano |
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Name: |
Gary L. Carano | |
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Title: |
Chief Executive Officer | |
Exhibit 99.1
ELDORADO RESORTS, INC.
CONSOLIDATED BALANCE SHEETS
($ in thousands)
|
|
|
September 30, 2015 |
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December 31, 2014 | ||
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ASSETS |
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(unaudited) |
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| ||
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CURRENT ASSETS: |
|
|
|
| ||
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Cash and cash equivalents |
|
$ |
48,751 |
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$ |
87,604 |
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Restricted cash |
|
1,640 |
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5,734 | ||
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Escrow cash |
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55,460 |
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- | ||
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Accounts receivable, net |
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9,146 |
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7,112 | ||
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Due from affiliates |
|
419 |
|
362 | ||
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Inventories |
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7,165 |
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7,234 | ||
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Prepaid expenses and other |
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9,757 |
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9,447 | ||
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Total current assets |
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132,338 |
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117,493 | ||
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RESTRICTED CASH |
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- |
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2,500 | ||
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INVESTMENT IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES |
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17,145 |
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14,009 | ||
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PROPERTY AND EQUIPMENT, NET |
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442,221 |
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456,139 | ||
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GAMING LICENSES AND OTHER INTANGIBLES, NET |
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486,792 |
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491,913 | ||
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NON-OPERATING REAL PROPERTY |
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16,419 |
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16,419 | ||
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GOODWILL |
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66,826 |
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66,826 | ||
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OTHER ASSETS, NET |
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7,204 |
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6,260 | ||
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Total assets |
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$ |
1,168,945 |
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$ |
1,171,559 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Current portion of long-term debt |
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$ |
4,256 |
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$ |
32 |
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Accounts payable |
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13,020 |
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12,184 | ||
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Accrued payable |
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6,876 |
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27,469 | ||
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Income taxes payable |
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103 |
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137 | ||
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Accrued gaming taxes and assessments |
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12,671 |
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12,998 | ||
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Accrued payroll |
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11,411 |
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9,441 | ||
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Accrued other liabilities |
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18,845 |
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26,788 | ||
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Deferred income taxes |
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2,608 |
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2,608 | ||
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Due to affiliates |
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177 |
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187 | ||
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Total current liabilities |
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69,967 |
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91,844 | ||
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LONG-TERM DEBT, LESS CURRENT PORTION |
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786,298 |
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775,059 | ||
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DEFERRED INCOME TAXES |
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147,645 |
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144,439 | ||
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OTHER LIABILITIES |
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8,228 |
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8,595 | ||
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Total liabilities |
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1,012,138 |
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1,019,937 | ||
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STOCKHOLDERS’ EQUITY: |
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Total stockholders’ equity |
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156,807 |
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151,622 | ||
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Total liabilities and stockholders’ equity |
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$ |
1,168,945 |
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$ |
1,171,559 |
ELDORADO RESORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per share data)
(unaudited)
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Three Months Ended |
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Nine Months Ended | ||||||||
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September 30 |
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September 30 | ||||||||
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2015 |
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2014 |
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2015 |
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2014 | ||||
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Revenues: |
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Casino |
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$ |
156,357 |
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$ |
63,457 |
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$ |
460,807 |
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$ |
156,280 |
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Pari-mutuel commissions |
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3,781 |
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446 |
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8,042 |
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446 | ||||
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Food and beverage |
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24,040 |
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15,972 |
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69,717 |
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45,348 | ||||
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Hotel |
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9,193 |
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7,555 |
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24,671 |
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20,747 | ||||
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Other |
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6,165 |
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3,098 |
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17,464 |
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7,515 | ||||
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199,536 |
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90,528 |
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580,701 |
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230,336 | ||||
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Less: promotional allowances |
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(15,996) |
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(11,579) |
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(47,077) |
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(32,608) | ||||
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Net operating revenues |
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183,540 |
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78,949 |
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533,624 |
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197,728 | ||||
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Expenses: |
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Casino |
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90,398 |
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34,596 |
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268,282 |
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83,877 | ||||
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Pari-mutuel commissions |
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3,625 |
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520 |
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8,414 |
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520 | ||||
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Food and beverage |
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12,461 |
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8,462 |
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36,384 |
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22,889 | ||||
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Hotel |
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2,340 |
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2,109 |
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6,843 |
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5,969 | ||||
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Other |
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4,079 |
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2,324 |
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10,513 |
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5,747 | ||||
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Marketing and promotions |
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7,816 |
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5,262 |
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22,321 |
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14,148 | ||||
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General and administrative |
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26,937 |
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14,387 |
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81,595 |
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36,016 | ||||
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Depreciation and amortization |
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13,954 |
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5,283 |
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42,454 |
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13,557 | ||||
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Total operating expenses |
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161,610 |
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72,943 |
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476,806 |
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182,723 | ||||
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Loss on sale or disposal of property |
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(6) |
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(3) |
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(2) |
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(3) | ||||
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Acquisition charges |
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(380) |
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(4,463) |
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(717) |
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(6,916) | ||||
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Equity in income of unconsolidated affiliates |
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2,548 |
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1,238 |
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3,136 |
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3,019 | ||||
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Operating income |
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24,092 |
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2,778 |
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59,235 |
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11,105 | ||||
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Other income (expense): |
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Loss on early retirement of debt |
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(1,790) |
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- |
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(1,790) |
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- | ||||
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Interest expense, net |
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(14,482) |
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(5,647) |
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(48,946) |
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(13,398) | ||||
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Total other income (expense) |
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(16,272) |
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(5,647) |
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(50,736) |
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(13,398) | ||||
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Income before income taxes |
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7,820 |
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(2,869) |
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8,499 |
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(2,293) | ||||
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Provision for income taxes |
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(2,421) |
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(1,195) |
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(4,469) |
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(1,195) | ||||
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Net income (loss) |
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$ |
5,399 |
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$ |
(4,064) |
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$ |
4,030 |
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$ |
(3,488) |
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Net income (loss) per share of common stock: |
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| ||||
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Basic |
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$ |
0.12 |
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$ |
(0.16) |
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$ |
0.09 |
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$ |
(0.14) |
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Diluted |
|
$ |
0.12 |
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$ |
(0.16) |
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$ |
0.09 |
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$ |
(0.14) |
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Weighted average number of shares outstanding: |
|
|
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| ||||
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Basic |
|
46,516,614 |
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26,075,022 |
|
46,509,369 |
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24,242,791 | ||||
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Diluted |
|
46,763,589 |
|
26,075,022 |
|
46,620,959 |
|
24,242,791 | ||||
ELDORADO RESORTS, INC.
SUMMARY INFORMATION AND RECONCILIATION OF
NET INCOME (LOSS) TO ADJUSTED EBITDA
($ in thousands)
(unaudited)
|
|
|
Three Months Ended |
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Nine Months Ended | ||||||||
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|
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September 30, |
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September 30, | ||||||||
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2015 |
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2014 |
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2015 |
|
2014 | ||||
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Eldorado Reno |
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Net income (loss) (1) |
|
$ |
6,018 |
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$ |
76 |
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$ |
8,186 |
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$ |
(2,968) |
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Interest Expense, net of interest income |
|
321 |
|
1,183 |
|
2,686 |
|
3,584 | ||||
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Benefit for income taxes |
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- |
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(3,119) |
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(375) |
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(3,119) | ||||
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Depreciation and amortization |
|
1,959 |
|
1,941 |
|
5,833 |
|
5,933 | ||||
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Loss on disposal of property |
|
16 |
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- |
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11 |
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- | ||||
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Equity in income of unconsolidated affiliates |
|
(2,548) |
|
(1,238) |
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(3,136) |
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(3,019) | ||||
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Acquisition charges |
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- |
|
3,845 |
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- |
|
6,298 | ||||
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Adjusted EBITDA |
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$ |
5,766 |
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$ |
2,688 |
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$ |
13,205 |
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$ |
6,709 |
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Eldorado Shreveport |
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Net income (1) |
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$ |
5,083 |
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$ |
1,980 |
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$ |
11,035 |
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$ |
5,600 |
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Interest expense, net of interest income |
|
718 |
|
2,652 |
|
6,021 |
|
8,002 | ||||
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Provision for income taxes |
|
- |
|
44 |
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- |
|
44 | ||||
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Depreciation and amortization |
|
1,902 |
|
2,053 |
|
5,709 |
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6,335 | ||||
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(Gain) loss on disposal of property |
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(64) |
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3 |
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(63) |
|
3 | ||||
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Adjusted EBITDA |
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$ |
7,639 |
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$ |
6,732 |
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$ |
22,702 |
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$ |
19,984 |
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|
|
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Scioto Downs |
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|
|
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|
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Net income |
|
$ |
10,207 |
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$ |
8,126 |
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$ |
34,730 |
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$ |
25,346 |
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Interest expense |
|
19 |
|
19 |
|
52 |
|
56 | ||||
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Provision (benefit) for income taxes |
|
- |
|
1,216 |
|
(4,794) |
|
2,125 | ||||
|
Depreciation and amortization |
|
3,798 |
|
3,440 |
|
11,272 |
|
10,258 | ||||
|
Loss on disposal of property |
|
- |
|
1 |
|
- |
|
9 | ||||
|
Adjusted EBITDA |
|
$ |
14,024 |
|
$ |
12,802 |
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$ |
41,260 |
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$ |
37,794 |
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|
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Mountaineer |
|
|
|
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|
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Net income |
|
$ |
2,667 |
|
$ |
6,264 |
|
$ |
7,427 |
|
$ |
17,742 |
|
Provision (benefit) for income taxes |
|
- |
|
353 |
|
(595) |
|
353 | ||||
|
Depreciation and amortization |
|
3,764 |
|
2,555 |
|
11,722 |
|
7,112 | ||||
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Gain on sale or disposal of property |
|
- |
|
(26) |
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- |
|
(35) | ||||
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Adjusted EBITDA |
|
$ |
6,431 |
|
$ |
9,146 |
|
$ |
18,554 |
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$ |
25,172 |
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|
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Presque Isle Downs |
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Net income |
|
$ |
3,259 |
|
$ |
1,296 |
|
$ |
8,822 |
|
$ |
5,821 |
|
Interest income |
|
- |
|
(1) |
|
(2) |
|
(2) | ||||
|
Provision (benefit) for income taxes |
|
- |
|
1,949 |
|
(1,173) |
|
3,190 | ||||
|
Depreciation and amortization |
|
2,417 |
|
2,256 |
|
7,617 |
|
6,351 | ||||
|
Loss (gain) on sale or disposal of property |
|
- |
|
163 |
|
(1) |
|
208 | ||||
|
Other regulatory gaming assessments |
|
(83) |
|
94 |
|
(202) |
|
177 | ||||
|
Adjusted EBITDA |
|
$ |
5,593 |
|
$ |
5,757 |
|
$ |
15,061 |
|
$ |
15,745 |
ELDORADO RESORTS, INC.
SUMMARY INFORMATION AND RECONCILIATION OF
NET INCOME (LOSS) TO ADJUSTED EBITDA
($ in thousands)
(unaudited)
|
|
|
Three Months Ended |
|
Nine Months Ended | ||||||||
|
|
|
September 30, |
|
September 30, | ||||||||
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 | ||||
|
Corporate |
|
|
|
|
|
|
|
| ||||
|
Net loss |
|
$ |
(21,835) |
|
$ |
(27,230) |
|
$ |
(66,170) |
|
$ |
(67,848) |
|
Interest expense, net of interest income |
|
13,424 |
|
16,849 |
|
40,189 |
|
51,590 | ||||
|
Provision (benefit) for income taxes |
|
2,421 |
|
(1,524) |
|
11,406 |
|
(1,524) | ||||
|
Depreciation and amortization |
|
114 |
|
9 |
|
301 |
|
28 | ||||
|
Loss on sale or disposal of property |
|
54 |
|
1 |
|
55 |
|
2 | ||||
|
Acquisition charges |
|
380 |
|
7,334 |
|
717 |
|
8,238 | ||||
|
Stock-based compensation expense |
|
334 |
|
748 |
|
1,155 |
|
1,310 | ||||
|
Loss on early retirement of debt |
|
1,790 |
|
- |
|
1,790 |
|
- | ||||
|
Adjusted EBITDA |
|
$ |
(3,318) |
|
$ |
(3,813) |
|
$ |
(10,557) |
|
$ |
(8,204) |
|
|
|
|
|
|
|
|
|
| ||||
|
Adjusted EBITDA |
|
|
|
|
|
|
|
| ||||
|
Net income (loss) |
|
$ |
5,399 |
|
$ |
(9,488) |
|
$ |
4,030 |
|
$ |
(16,307) |
|
Interest expense, net of interest income |
|
14,482 |
|
20,702 |
|
48,946 |
|
63,230 | ||||
|
Provision (benefit) for income taxes |
|
2,421 |
|
(1,081) |
|
4,469 |
|
1,069 | ||||
|
Depreciation and amortization |
|
13,954 |
|
12,254 |
|
42,454 |
|
36,017 | ||||
|
Loss on sale or disposal of property |
|
6 |
|
142 |
|
2 |
|
187 | ||||
|
Equity in income of unconsolidated affiliates |
|
(2,548) |
|
(1,238) |
|
(3,136) |
|
(3,019) | ||||
|
Acquisition charges |
|
380 |
|
11,179 |
|
717 |
|
14,536 | ||||
|
Stock-based compensation expense |
|
334 |
|
748 |
|
1,155 |
|
1,310 | ||||
|
Loss on early retirement of debt |
|
1,790 |
|
- |
|
1,790 |
|
- | ||||
|
Other regulatory gaming assessments |
|
(83) |
|
94 |
|
(202) |
|
177 | ||||
|
Combined Adjusted EBITDA (2) |
|
$ |
36,135 |
|
$ |
33,312 |
|
$ |
100,225 |
|
$ |
97,200 |
|
(1) |
Excludes intercompany management fee revenues earned by Eldorado Reno and expensed by Eldorado Shreveport amounting to $0.8 million and $2.3 million for the three and nine months ended September 30, 2014, respectively. |
|
(2) |
The combined basis reflects operations of MTR Gaming for periods prior to the Merger combined with the operations of Resorts. Such presentation does not conform with U.S. GAAP or the SEC’s rules of pro forma presentation; however, we have included the combined information because we believe it provides a meaningful comparison for the periods presented. |
|
|
|
Three Months Ended |
|
Nine Months Ended | ||||||||
|
|
|
September 30, |
|
September 30, | ||||||||
|
|
|
2015 |
|
2014 |
|
2015 |
|
2014 | ||||
|
Silver Legacy |
|
|
|
|
|
|
|
| ||||
|
Net income |
|
$ |
5,274 |
|
$ |
2,022 |
|
$ |
6,496 |
|
$ |
4,600 |
|
Interest Expense, net of interest income |
|
2,791 |
|
2,778 |
|
8,290 |
|
8,274 | ||||
|
Depreciation and amortization |
|
2,426 |
|
2,640 |
|
7,957 |
|
7,951 | ||||
|
Loss (gain) on disposal of property |
|
11 |
|
(6) |
|
29 |
|
- | ||||
|
Other income |
|
- |
|
(25) |
|
- |
|
(40) | ||||
|
Adjusted EBITDA |
|
$ |
10,502 |
|
$ |
7,409 |
|
$ |
22,772 |
|
$ |
20,785 |
# # #