Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - NGA Holdco, LLC | Financial_Report.xls |
| EX-32.2 - EXHIBIT - NGA Holdco, LLC | a10-kaexhibit322.htm |
| EX-31.1 - EXHIBIT - NGA Holdco, LLC | a10-kaexhibit311.htm |
| EX-31.2 - EXHIBIT - NGA Holdco, LLC | a10-kaexhibit312.htm |
| EX-32.1 - EXHIBIT - NGA Holdco, LLC | a10-kaexhibit321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
ý | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended February 28, 2013
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from to
Commission file number 0-52734
NGA HOLDCO, LLC
(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada | 20-8349236 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
21 Waterway Avenue, Suite 150, The Woodlands, TX 77380
(Address of Principal Executive Offices)
713-559-7400
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Class A Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporate by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No ý
State the aggregate market value of the voting and non-voting common equity held by non-affiliates. None.
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note
NGA HoldCo, LLC, a Nevada limited liability company ("NGA," and collectively with its two wholly-owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company [“Blocker”], and AcquisitionCo, LLC, a Nevada limited liability company owned indirectly through Blocker [“AcquisitionCo”], the "Company”), is filing this Amendment No. 1 (this "amendment") to its annual report on Form 10-K for the year ended February 28, 2013, originally filed on May 29, 2013, to reflect the restatement of its consolidated financial statements for the year ended February 28, 2013. The restatement reflects the Company's correction of net income and balance sheet amounts related to its investment in Eldorado HoldCo, LLC, a Nevada limited liability company ("Eldorado"). Errors were discovered in the financial statements of Eldorado, which were relied upon by the Company in preparing its financial statements included in its aforementioned report. Eldorado’s financial statements contained errors related to the recognition of its share of the net earnings (losses) of its partially owned joint venture under the equity method of accounting. Eldorado has issued restated financial statements for the year ended December 31, 2012 and for the quarterly and nine month periods ended September 30, 2013, and will include the corrected financial statement amounts in restated financial statements for the quarterly period ended March 31, 2013 and the quarterly and six month periods ended June 30, 2013. The estimated effects of the misstatements on the Company's consolidated financial statements were to overstate net income for the year ended February 28, 2013, and our investment in Eldorado as of that date, by approximately $1.7 million, and to understate net income for the nine months ended November 30, 2013 by approximately $0.4 million.
Eldorado's management has determined that Eldorado's need to restate its financial statements (and thus the Company's need to restate its financial statements) resulted from a material weakness in Eldorado’s internal control over financial reporting. Eldorado has been actively engaged in developing a remediation plan to address the material weakness. Eldorado's management has informed the Company that implementation of a remediation plan is in process and consists of, among other things, implementing additional review procedures, financial and management controls and reporting procedures.
Item 7 and Item 8 of Part II and Item 15 of Part IV of the Form 10-K are the only portions of the Form 10-K being supplemented or amended by this amendment. Additionally, in connection with the filing of this amendment, and pursuant to rules of the Securities and Exchange Commission (“SEC”), the Company is including new certifications in Exhibits 31.1, 31.2, 32.1 and 32.2 and new financial statements in Exhibit 101 formatted in XBRL. This amendment does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Form 10-K. Accordingly, this amendment should be read in conjunction with the Company’s filings with the SEC subsequent to the original filing of the Form 10-K, including any amendments to those filings, as information in such filings may update or supersede certain information contained in those filings as well as information in this amendment and the original Form 10-K. As previously disclosed in our Form 8-K filed on February 21, 2014, our consolidated financial statements previously included in the Form 10-K should not be relied upon.
PART II
ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
THE COMPANY
Overview
The Company and its subsidiaries were formed as legal entities in January 2007 for the primary purpose of holding equity in one or more entities related to the gaming industry, and to exercise the rights, and manage the distributions received, in connection with those holdings. The Company’s 17.0359% interest in Eldorado and 40% interest in Mesquite were effectively acquired on December 14, 2007 and August 1, 2011, respectively.
In June 2012, the Company announced a change in its fiscal year end from December 31 to the last day of February, effective January 1, 2012. As a result, the Company's current fiscal year comprises the twelve months ended February 28, 2013. Our previous fiscal year ended December 31, 2011. Consequently, we filed a transition report on Form 10-QT for the two month period ended February 29, 2012. The balance sheet comparisons in this discussion and analysis are as of February 28, 2013, and February 29, 2012, while comparisons of operating results relate to the twelve months ended February 28, 2013, and December 31, 2011 and the two months ended February 29, 2012 and February 28, 2011.
The Company has had no revenue generating business since inception. Its only operations have consisted of equity in the net income (losses) of Eldorado and Mesquite, interest income earned on the Eldorado-Shreveport Investments, and nominal administrative expenses. The Company’s net losses for the years ended February 28, 2013 and February 29, 2012 were approximately $2.6 million and $7.2 million, respectively.
Prior Period Reclassifications
Certain reclassifications, which had no effect on the previously reported net income (loss) of the Company, have been made to the Company's consolidated statements of cash flows for the year ended December 31, 2011 and the two months ended February 29, 2012 to conform to its presentation for the year ended February 28, 2013. At the request of, and for the convenience of, the Company, disbursements of the Company for operating expenses are made by the Newport Funds directly to vendors and investees, and certain distributions from the Company's investees may be received directly by the Company's members and/or their beneficial owners. Prior to March 1, 2012, these activities were treated as non-cash operating and financing transactions. Subsequently, such transactions are treated as constructive cash inflows and outflows in the statements of cash flow, which management believes is a preferable method because it more accurately reflects the Company's operating requirements and capital resources. Under this method, net cash provided by operating activities is lower, and cash provided by financing activities is higher, by $290,289 and $59,346 for the year ended December 31, 2011and the two months ended February 29, 2012, respectively, after reclassification for comparability with the current period presentation.
Eldorado
Eldorado, through Resorts, owns and operates the Eldorado-Reno, a premier hotel/casino and entertainment facility in Reno, Nevada and the Eldorado-Shreveport, an all-suite art deco-style hotel and a tri-level riverboat dockside casino complex situated on the Red River in Shreveport, Louisiana. Eldorado also owns, through Resorts, an approximate 21% interest in
Tamarack Junction, a small casino in south Reno. In addition, an approximately 96% owned subsidiary of Resorts owns a 50% interest in a joint venture that owns the Silver Legacy Resort Casino, a major, themed hotel/casino located adjacent to Eldorado-Reno.
On June 1, 2011, Resorts and Eldorado Capital Corp., a Nevada Corporation that is a wholly-owned subsidiary of Resorts, completed the issuance of $180 million of 8.625% Senior Secured Notes due June 15, 2019 (the “Resorts Senior Notes”). Also, on June 1, 2011, Resorts entered into a new $30 million senior secured revolving credit facility available until June 30, 2014 (the “Resorts New Credit Facility”), which consists of a $15 million term loan requiring principal payments of $1.25 million each quarter beginning September 30, 2011, and a $15 million revolving credit facility. Proceeds from the issuance of the Resorts Senior Notes, together with borrowings under the New Credit Facility, were used to redeem approximately $ 230 million of previously outstanding debt owed by Resorts and its subsidiaries, of which approximately $31 million was held by Resorts. The remaining previously outstanding debt was called and redeemed on August 1, 2011 utilizing $9.7 million of restricted cash which was set aside on June 1, 2011 for the purpose of redeeming the notes that were called. Interest on the Senior Secured Notes is payable semiannually each June 15 and December 15 (commencing on December 15, 2011) to holders of record on the preceding June 1 or December 1, respectively. Interest on the credit facility is payable on the last day of the Eurodollar Rate loan, provided, however, that if the period exceeds three months the interest will be payable on the respective dates that fall every three months after the beginning of the loan period. For each Base Rate loan, interest is payable as of the end of the respective quarter. The interest period cannot exceed the maturity date of the credit facility for either a Eurodollar Rate loan or Base Rate loan.
In December 2013, Eldorado determined that an error in its financial statements occurred related to the recognition of its share of the net losses of the Silver Legacy Joint Venture under the equity method of accounting. Eldorado's previously issued consolidated financial statements did not properly reflect Eldorado's share of the net losses of the joint venture after making additional investments in, and guarantees on behalf of, the joint venture during the fourth quarter of 2012. Eldorado restated its audited consolidated financial statements as of December 31, 2012 and for the year then ended to correct this error.
Restated operational highlights for Eldorado for the year ended December 31, 2012 included net operating revenues of approximately $254.7 million and operating expenses of approximately $229.8 million. Eldorado’s equity in the net loss of unconsolidated affiliates was approximately $9 million and interest expense was approximately $16.1 million for the period. The net loss for the year was approximately $1 million, compared with a net loss of approximately $24.2 million for the year ended December 31, 2011. The decrease in net loss of approximately $23.2 million was due primarily to a $33.1 million impairment charge recorded during 2011 related to the impairment of Eldorado's investment in the Silver Legacy Joint Venture and a $5.3 million increase in equity in the net losses of unconsolidated affiliates when comparing the year ended December 31, 2012 to the prior year. The net loss was positively affected by a a $2.5 million reduction to operating expenses and a $2.4 million reduction to interest expense. Offsetting items included a $1.3 million decrease to net operating revenues and the absence of a $2.5 million gain on the early retirement of debt in 2011. In addition, non-controlling interests in the Silver Legacy Joint Venture were eliminated in 2011 due to their being allocated $4.8 million of the aforementioned $33.1 million impairment recorded by Eldorado.
Mesquite
Mesquite is engaged in the hotel casino industry in Mesquite, Nevada and owns and operates the Virgin River Hotel/Casino/Bingo, the CasaBlanca Resort/Golf/Spa, and the Oasis Resort and Casino. In addition to casino hotel activities, Mesquites’ operations also included vacation ownership interval sales, two golf courses, a bowling center, a gun club, and banquet and conference facilities.
On August 1, 2011, Mesquite completed the issuance of $62.5 million of Senior Secured Notes under Mesquite's New Loan Facility with an annual interest rate of six month LIBOR (1.5% floor and 4.5% ceiling) plus 700 basis points (the “Mesquite Senior Notes”). Principal payments on the Mesquite Senior Notes are payable quarterly commencing on September 30, 2012 and culminating in a final payment on June 30, 2016 of the entire amount of the principal balance outstanding and unpaid as of that date. Interest payments are payable quarterly, unless the interest rate chosen is the Eurodollar rate and then the payments are due at varying intervals. Also on August 1, 2011, Mesquite entered into a new $10 million senior secured credit facility, with an annual interest rate of thirty day LIBOR plus 3.25%, which matures on August 1, 2013 and is renewable on a yearly basis with the consent of the lenders (the “Mesquite Credit Facility”). Interest on the secured credit facility is payable monthly.
Operational highlights for Mesquite for the year ended December 31, 2012 included net operating revenues of approximately $97.5 million and operating expenses of approximately $96.7 million. Interest expense during the period was $5.9 million and the net loss was $5.1 million, compared with a net income of $86.1 million for the year ended December 31, 2011. The increase in net loss of approximately $91.2 million was due primarily to the absence of a gain associated with
4
reorganizational items of approximately $90.5 million during 2011, along with a $0.7 million decrease to net revenues and a $2.6 million increase to interest expense, partially offset by a $2.6 million decrease to operating expenses.
Results of Operations, Year Ended February 28, 2013 (Restated) Compared to the Year Ended December 31, 2011
For the year ended February 28, 2013, the Company’s equity in the net loss of its unconsolidated investees was approximately $2.3 million, with Eldorado and Mesquite accounting for approximately $0.3 million and $2.0 million equity in net loss, respectively. This is compared to equity in the net loss of the Company's unconsolidated investees of approximately $6.9 million during the year ended December 31, 2011, with Eldorado and Mesquite accounting for approximately $4.2 million and $2.6 million, respectively. The decreased loss was primarily attributable to the impairment of Eldorado’s investment in the Silver Legacy Joint Venture during 2011. The Company’s 40% interest in Mesquite was not acquired until August 1, 2011.
Expenses of $0.3 million during the year ended February 28, 2013 were consistent with the year ended December 31, 2011, and the net loss for the year was approximately $2.6 million compared to a net loss of approximately $7.2 million for the prior period. The decrease in net loss was primarily due to changes in the Company’s equity in the net losses of its unconsolidated investees as explained above.
Results of Operations, Two Months Ended February 29, 2012 Compared to the Two Months Ended February 28, 2011
For the two months ended February 29, 2012 and February 28, 2011, the Company had no significant operations or change in accounting principles.
Liquidity and Capital Resources
During the year ended February 28, 2013 and February 29, 2012, the Company incurred costs of approximately $0.3 million associated with the Company’s ownership of its interests in Eldorado and Mesquite. Costs incurred from March 1, 2011 through July 31, 2011 were funded by NGOF on behalf and for the convenience of the Company, while those incurred beginning August 1, 2011, the date of the closing of the Mesquite transaction, were funded by the Newport Funds on a pro rata basis.
For the year ending February 28, 2014, the Company expects to incur approximately $0.3 million in costs associated with the Company’s ownership of its interests in Eldorado and Mesquite. These costs are expected to be funded by the Newport Funds. The Company has no current plans to make any additional investments and thus believes it has the resources to fund its operations and commitments during the year ending February 28, 2014.
Critical Accounting Estimates and Policies
Investment in Unconsolidated Investees
The Company accounts for its 17.0359% and 40% investments in Eldorado and Mesquite, respectively, using the equity method of accounting. The Company considers on a quarterly basis whether the fair value of each of its equity method investments has declined below its carrying value whenever adverse events or changes in circumstances indicate that the recorded value may not be recoverable. If the Company considers any such decline to be other than temporary, then the investment would be written-down to its estimated fair value. Evidence of a loss in value that may be other than temporary might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the Company’s investment or the inability of Eldorado or Mesquite to sustain an earnings capacity that would justify the carrying amount of the investment. In evaluating whether the loss in value is other than temporary, the Company considers: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of Eldorado and Mesquite, including any specific events which may influence the operations of either company; (3) the Company’s intent and ability to retain its investments in Eldorado and Mesquite for a period of time sufficient to allow for any anticipated recovery in fair value; (4) the condition and trend of the economic cycle; (5) Eldorado’s and Mesquite’s historical and forecasted financial performance; (6) trends in the general market; and (7) Eldorado’s and Mesquite’s capital strength and liquidity.
In determining whether the fair value of the investments in Eldorado and Mesquite are less than their carrying value, the Company uses a discounted cash flow model as its principal technique. The Company’s model incorporates an estimated weighted-average cost of capital that a market participant would use in evaluating the investment in a purchase transaction. The estimated weighted-average cost of capital is based on the risk free interest rate and other factors such as current risk premiums. The Company uses the discounted cash flow model as it provides greater detail and opportunity to reflect specific facts, circumstances and economic conditions for its investment. Comparable business transactions are often limited in number, contain dated information, and require significant adjustments due to differences in the size of the business, markets served and
5
other factors. The Company therefore believes that in its circumstance, this makes comparisons to business transactions less reliable than the discounted cash flows model. However, the Company does consider market transactions as corroborative indicators of value.
In performing this impairment test, the Company takes steps to ensure that forecasted prospective financial results are based on appropriate and reasonable operating and cash flow assumptions. The Company also performs sensitivity analyses on the key assumptions used, including the weighted-average cost of capital.
The Company did not record any impairment for the years ended February 28, 2013 and December 31, 2011 and the two months ended February 29, 2012 related to its equity method investments in Eldorado and Mesquite.
Recently Issued Accounting Standards
No recently issued accounting pronouncements not yet adopted are expected to have a material impact on our future financial position, results of operations, or cash flows.
Off Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
Reference is made to the financial statements included on pages F-1 through F-15, which financial statements are incorporated herein by reference.
PARTIV
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES. |
(a) List the following documents filed as a part of the report:
Description | Page No. |
Report of Independent Registered Public Accounting Firm | F-2 |
Consolidated Balance Sheets | F-3 |
Consolidated Statements of Operations | F-4 |
Consolidated Statement of Changes in Members’ Equity | F-5 |
Consolidated Statements of Cash Flows | F-6 |
Notes to Consolidated Financial Statements | F-7 |
(b) Exhibits The exhibits in the accompanying Exhibit Index are incorporated by reference into this Item 15.
6
NGA HoldCo, LLC and Subsidiaries
Consolidated Financial Statements
Table of Contents
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
NGA Holdco LLC
The Woodlands, Texas
We have audited the accompanying consolidated balance sheet of NGA Holdco, LLC and subsidiaries (the “Company”) as of February 28, 2013 (restated) and February 29, 2012, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years ended February 28, 2013 (restated), February 29, 2012, and December 31, 2011, and for the two months ended February 29, 2012 (collectively, the Consolidated Financial Statements). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company as of February 28, 2013 (restated) and February 29, 2012, and the results of its operations and its cash flows for the years ended February 28, 2013 (restated), February 29, 2012, and December 31, 2011, and for the two months ended February 29, 2012, in conformity with accounting principles generally accepted in the United States of America.
/s/ PIERCY BOWLER TAYLOR & KERN
Las Vegas, Nevada
May 29, 2013, except for Note 2 "Restatement" as to which the date is May 22, 2014
F-2
NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
February 28, 2013 | February 29, 2012 | ||||||
(Restated) | |||||||
ASSETS | |||||||
Current Assets, consisting of cash | $ | 1,330,211 | $ | 734,049 | |||
Other Assets: | |||||||
Investment in Eldorado | 22,988,441 | 23,861,936 | |||||
Investment in Mesquite | 3,580,222 | 5,602,222 | |||||
Due from the Newport Funds | 5,179,772 | 5,179,772 | |||||
$ | 33,078,646 | $ | 35,377,979 | ||||
LIABILITIES AND MEMBERS’ EQUITY | |||||||
Liabilities: | |||||||
Current liabilities consisting of accounts payable and accrued expenses | $ | 12,326 | $ | 59,405 | |||
Long-term amounts due to the Newport Funds | 3,233,115 | 2,859,192 | |||||
3,245,441 | 2,918,597 | ||||||
Members’ Equity: | |||||||
Class A unit (1 Unit issued and outstanding) | 3,806 | 3,806 | |||||
Class B units (9,999 Units issued and outstanding) | 44,544,874 | 44,544,874 | |||||
Accumulated deficit | (14,715,475 | ) | (12,089,298 | ) | |||
29,833,205 | 32,459,382 | ||||||
$ | 33,078,646 | $ | 35,377,979 | ||||
See notes to consolidated financial statements.
F-3
NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended | Two Months Ended | ||||||||||||||||||
February 28, 2013 | February 29, 2012 | December 31, 2011 | February 29, 2012 | February 28, 2011 | |||||||||||||||
(Restated) | (unaudited) | ||||||||||||||||||
Equity in net loss of unconsolidated investees | $ | (2,299,238 | ) | $ | (6,853,314 | ) | $ | (6,853,314 | ) | $ | — | ||||||||
Professional fees, licensing, and other expenses | 327,016 | 315,983 | 319,521 | (77 | ) | 3,461 | |||||||||||||
Net income (loss) before income taxes | (2,626,254 | ) | (7,169,297 | ) | (7,172,835 | ) | 77 | (3,461 | ) | ||||||||||
Income tax expense | — | — | — | — | — | ||||||||||||||
Net income (loss) | $ | (2,626,254 | ) | $ | (7,169,297 | ) | $ | (7,172,835 | ) | $ | 77 | $ | (3,461 | ) | |||||
See notes to consolidated financial statements.
F-4
NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY
Subscribed Class A Unit | Class B Units | Retained Earnings (Accumulated Deficit) | Total Members’ Equity | ||||||||||||
Balance, January 1, 2011 | $ | 3,806 | $ | 36,322,652 | $ | (5,050,024 | ) | $ | 31,276,434 | ||||||
Contributions | — | 8,222,222 | — | 8,222,222 | |||||||||||
Cumulative effect of Eldorado's adoption of ASU No. 2010-16 | — | — | 133,561 | 133,561 | |||||||||||
Net Loss | — | — | (7,172,835 | ) | (7,172,835 | ) | |||||||||
Balance, December 31, 2011 | 3,806 | 44,544,874 | (12,089,298 | ) | 32,459,382 | ||||||||||
Net Income | — | — | 77 | 77 | |||||||||||
Balance, February 29, 2012 | 3,806 | 44,544,874 | (12,089,221 | ) | 32,459,459 | ||||||||||
Net Loss (Restated) | — | — | (2,626,254 | ) | (2,626,254 | ) | |||||||||
Balance, February 28, 2013 (Restated) | $ | 3,806 | $ | 44,544,874 | $ | (14,715,475 | ) | $ | 29,833,205 | ||||||
See notes to consolidated financial statements.
F-5
NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended | Two Months Ended | |||||||||||||||||||
February 28, 2013 | February 29, 2012 | December 31, 2011 | February 29, 2012 | February 28, 2011 | ||||||||||||||||
(Restated) | (unaudited) | |||||||||||||||||||
Operating activities: | ||||||||||||||||||||
Net income (loss) | $ | (2,626,254 | ) | $ | (7,169,297 | ) | $ | (7,172,835 | ) | $ | 77 | $ | (3,461 | ) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||||||
Equity in net loss of Eldorado | 277,238 | 4,233,314 | 4,233,314 | — | — | |||||||||||||||
Equity in net loss of Mesquite | 2,022,000 | 2,620,000 | 2,620,000 | — | — | |||||||||||||||
Increase (decrease) in accounts payable and accrued liabilities | 12,326 | (28,391 | ) | 29,341 | (59,405 | ) | (1,673 | ) | ||||||||||||
Net cash used in operating activities | (314,690 | ) | (344,374 | ) | (290,180 | ) | (59,328 | ) | (5,134 | ) | ||||||||||
Investing activities: | ||||||||||||||||||||
Investment in Mesquite | — | (8,222,222 | ) | (8,222,222 | ) | — | — | |||||||||||||
Distributions from equity investment in Eldorado | 596,257 | 235,641 | 235,641 | — | — | |||||||||||||||
Net cash provided by (used in) investing activities | 596,257 | (7,986,581 | ) | (7,986,581 | ) | — | — | |||||||||||||
Financing activities: | ||||||||||||||||||||
Capital contributions | — | 8,222,222 | 8,222,222 | — | — | |||||||||||||||
Advances received from the Newport Funds | 314,577 | 344,478 | 290,289 | 59,346 | 5,157 | |||||||||||||||
Net cash provided by financing activities | 314,577 | 8,566,700 | 8,512,511 | 59,346 | 5,157 | |||||||||||||||
Net change in cash | 596,144 | 235,745 | 235,750 | 18 | 23 | |||||||||||||||
Cash, beginning of period | 734,067 | 498,322 | 498,299 | 734,049 | 498,299 | |||||||||||||||
Cash, end of period | $ | 1,330,211 | $ | 734,067 | $ | 734,049 | $ | 734,067 | $ | 498,322 | ||||||||||
See notes to consolidated financial statements.
F-6
NGA HOLDCO, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED February 28, 2013 AND February 29, 2012
1. Organization
Business activities
NGA HoldCo, LLC, a Nevada limited liability company (“NGA”), was formed on January 8, 2007 at the direction of Newport Global Opportunities Fund LP, a Delaware limited partnership (“NGOF”) and an affiliate of Newport Global Advisors LP, a Delaware limited partnership (“Newport”). NGA was formed for the primary purpose of holding equity, directly or indirectly through its subsidiaries, in one or more entities related to the gaming industry. The Company has two wholly-owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company (“Blocker”), and AcquisitionCo, LLC, a Nevada limited liability company (“AcquisitionCo”), each of which was formed on January 8, 2007 (collectively with NGA, the “Company”).
The Company has had no revenue generating business since inception. Its current business plan consists primarily of its holding, through AcquisitionCo, of a 17.0359% equity interest in Eldorado HoldCo LLC (the “Eldorado Interest”), a Nevada limited liability company (“Eldorado”) and a 40% equity interest in Mesquite Gaming LLC (the “Mesquite Interest”), a Nevada limited liability company (“Mesquite”). The Eldorado Interest was effectively acquired December 14, 2007 (the “Eldorado Acquisition”), in exchange for certain first mortgage bonds and preferred equity interests (the “Eldorado-Shreveport Investments”) valued at $38,314,863. The Mesquite Interest was acquired August 1, 2011 (the “Mesquite Acquisition”), in exchange for $8,222,222 in cash, of which $7,222,222 and $1,000,000 were contributed to the Company by NGOF and Newport Global Credit Fund (“NGCF”), respectively (collectively, the “Newport Funds”).
Eldorado owns entities that own and operate the Eldorado Hotel & Casino located in Reno, Nevada and the Eldorado Resort Casino Shreveport located in Shreveport, Louisiana. One of the entities owned by Eldorado also owns an approximate 21% interest in a joint venture that owns and operates Tamarack Junction Casino & Restaurant, a small casino located in Reno, Nevada. In addition, an approximately 96% owned subsidiary of Eldorado owns a 50% interest in a joint venture that owns and operates the Silver Legacy Resort Casino (which is seamlessly connected to the Eldorado Hotel & Casino).
Mesquite is engaged in the casino resort industry in Mesquite, Nevada through wholly-owned subsidiaries that own and operate the CasaBlanca Resort/Golf/Spa, the Virgin River Hotel/Casino/Bingo, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities. Mesquite also owns the Oasis Resort & Casino, the majority of which is currently being demolished.
Other than its equity interests in Eldorado and Mesquite, along with any indirect interest it may subsequently hold in another entity by virtue of its equity interests in Eldorado and Mesquite, the Company has no current plans to acquire any equity interest in another entity.
Formed in 2005, Newport is a Texas-based investment management firm focused on alternative fixed income strategies. The firm concentrates primarily on the stressed and distressed opportunities within the high yield debt and bank loan markets but may also include the acquisition and disposition of other types of corporate securities and claims. Newport has 11 employees, with its primary office in The Woodlands, TX. Newport’s principals include Timothy T. Janszen, CEO, Ryan Langdon, Senior Managing Director, and Roger A. May, Senior Managing Director. Collectively, the principals have over 40 years of experience investing in the high yield and distressed debt markets. Newport is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended. Newport is investment manager of the Newport Funds, private investment funds which seek attractive long-term risk adjusted returns by capitalizing on investments in the distressed debt markets and possibly control-oriented investments. The Newport Funds began investing in 2006.
Concentrations and economic uncertainties
NGA and its consolidated subsidiaries expect to be economically dependent upon relatively few investments in the gaming industry. The United States recently experienced a recession accompanied by, among other things, weakness in the commercial and investment banking systems resulting in reduced credit and capital financing availability, and highly curtailed gaming, other recreational, construction and real estate market activities and general discretionary consumer spending. Although capital market activity and liquidity are reported to have improved of late, the recovery from this recession period is fragile and there can be no assurance that the Company’s business and that of its investees, which have been severely affected by the downturn, will fully recover to pre-recession levels. In addition, the Company carries cash on deposit with financial institutions substantially in excess of federally-insured limits. The extent of any loss that might be incurred as a result of uninsured deposits in the event of a future failure of a bank or other financial institutions, if any, is not subject to estimate at this time.
F-7
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting and Presentation
The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of the NGA and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Investments in Eldorado and Mesquite (Notes 4 and 5) are accounted for using the equity method of accounting. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting except as required by GAAP. Such assets are evaluated at least annually (and more frequently when circumstances warrant) to determine if events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of such events or changes in circumstances that might indicate impairment might include an adverse change in the legal, regulatory or business climate relative to gaming nationally or in the jurisdictions in which the Company’s investees operate, or a significant long term decline in historical or forecasted earnings or cash flows of the investee or the fair value of its property or business, possibly as a result of competitive or other economic or political factors. In evaluating whether a loss in value is other than temporary, the Company considers: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the investee, including any specific events which may influence the operations; (3) the Company’s intent and ability to retain its investments in the investee for a period of time sufficient to allow for any anticipated recovery in fair value; (4) the condition and trend of the economic cycle; (5) the investee’s historical and forecasted financial performance; (6) trends in the general market; and (7) the investee’s capital strength and liquidity.
In determining whether the carrying value of the Company’s investment in an investee is less than its estimated fair value of the investment, a discounted cash flow approach to value is used and is based on Level 3 inputs as defined by GAAP. The Company’s valuation model incorporates an estimated weighted-average cost of capital (effectively, a discount rate) and terminal value multiples that are used by market participant. The estimated weighted-average cost of capital is based on the risk free interest rate at the time, adjusted for specific risk factors. The Company also considers the metrics of specific business transactions that may be comparable to varying degrees. The weight assigned to these approaches to value in the Company’s impairment evaluation may vary from period to period depending upon evolving events. Forecasted prospective financial information used in the model is based on management’s excepted course of action. Sensitivity analyses are also performed related to key assumptions used, including possible variations in the weighted-average cost of capital and terminal value multiples, among others.
Restatement
The Company's consolidated financial statements for the year ended February 28, 2013 have been restated to reflect adjustments related to its investment in Eldorado resulting from a change in Eldorado's recognition of its share of the net earnings (losses) of the Silver Legacy Joint Venture. Eldorado recognized an other than temporary impairment loss and wrote down its investment in the Silver Legacy Joint Venture to zero at December 31, 2011, and concurrently ceased the equity method of accounting and suspended recording its share of Silver Legacy Joint Venture’s losses. In connection with Silver Legacy Joint Venture’s exit from bankruptcy in November 2012, Eldorado made additional investments in the joint venture; however, the equity method of accounting was not reinitiated upon the exit from bankruptcy or at December 31, 2012 as required by the applicable accounting guidance. As such, the previously issued consolidated financial statements of Eldorado, which were relied on by the Company in preparing its annual report on Form 10-K for the year ended February 28, 2013, did not properly reflect Eldorado's share of the net earnings (losses) from the joint venture after making the additional investments. The additional investments resulted in Eldorado recording losses in excess of its recorded investment in the Silver Legacy Joint Venture during the year ended December 31, 2012.
The effects of the misstatements on the Company's consolidated financial statements were to overstate net income for the year ended February 28, 2013, and our investment in Eldorado as of that date, by approximately $1.7 million.
F-8
The following table sets forth the effects of the restatement on line items within Eldorado's previously reported consolidated financial statements as of and for the year ended December 31, 2012 (in thousands).
December 31, 2012 | |||||||
As Previously Presented | As Corrected | ||||||
Balance Sheets | |||||||
Current assets | $ | 34,928 | $ | 34,928 | |||
Restricted cash | 5,000 | 5,000 | |||||
Investment in and advances to unconsolidated affiliate | 12,566 | 5,066 | |||||
Property and equipment, net | 189,713 | 189,713 | |||||
Other assets, net | 27,818 | 27,818 | |||||
Total assets | $ | 270,025 | $ | 262,525 | |||
Current liabilities | $ | 27,301 | $ | 27,301 | |||
Other liabilities | 172,023 | 174,221 | |||||
Equity | 70,701 | 61,003 | |||||
Total liabilities and partners' equity | $ | 270,025 | $ | 262,525 | |||
2012 | |||||||
As Previously Presented | As Corrected | ||||||
Statements of Operations | |||||||
Net operating revenues | $ | 254,740 | $ | 254,740 | |||
Operating income | $ | 25,539 | $ | 15,481 | |||
Net income (loss) all attributable to Eldorado | $ | 8,707 | $ | (991 | ) | ||
Change of Year-end
On June 4, 2012, the Company’s Board of Managers approved management’s recommendation to change the Company’s year-end for financial reporting purposes from the last day of December to the last day of February. The Company continues to recognize equity in the net income (loss) of its unconsolidated investees on a calendar year basis. For example, the Company’s net loss for the year ended February 28, 2013 includes equity in the net loss of its investees for the calendar year ended December 31, 2012.
Change in accounting method
The Company's operating expenses are paid by the Newport Funds directly to vendors and investees, and certain distributions from the Company’s investees may be received directly by the Company’s members and/or their beneficial owners. Prior to January 1, 2012, these activities were treated as non-cash operating and financing transactions. Subsequently, such transactions are treated as constructive cash inflows and outflows in the statements of cash flows, which management believes is a preferable method because it more accurately reflects the Company’s operating requirements and capital resources. Under this method, net cash used by operating activities and cash provided by financing activities are each 217,677 and 314,577 higher for the years ended February 28, 2013 and February 29, 2012, respectively.
Use of estimates
Timely preparation of financial statements in accordance with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Management estimates that the Company will eventually sell its investments in unconsolidated investees following an expected economic recovery at a price sufficient to realize the carrying value of the Company’s assets which estimates are subject to material variation over the next year.
F-9
Income Taxes
The Company records estimated penalties and interest, if any, related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense. At least annually, management evaluates positions taken (or to be taken) on tax returns that remain subject to examination by federal and state authorities (i.e., tax years 2009 -2012) to determine if there are “uncertain tax positions” as defined by GAAP.
Members’ capital
Allocations of net income and distributions to the Members are determined in accordance with the Company’s operating agreement.
3. Ownership and Management of the Company
Ownership
The Company’s one issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (“VoteCo”). All of the Company’s issued and outstanding Class B Units, representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). At present, the Company has no plans to issue any additional Class A or Class B Units.
VoteCo is owned by Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 42.85% interest, and Roger A. May, who owns a 14.3% interest. Messrs. Janszen, Langdon and May collectively are referred to as the “VoteCo Equityholders”. InvestCo is owned by the Newport Funds. Newport holds all of InvestCo’s issued and outstanding voting securities.
Management
The VoteCo Equityholders, through VoteCo, control all matters of the Company that are subject to the vote of members, including the appointment and removal of managers. Each of the VoteCo Equityholders is a member of the Company’s board of managers, and Mr. Janszen is the Company’s operating manager who has responsibility for the day-to-day management of the Company. The Class B Units issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the power to control the operations or affairs of the Company afforded to holders of the Class A Units, they and their respective constituent equityholders would generally be required to be licensed or found suitable under the gaming laws and regulations of the States of Nevada and Louisiana.
Neither the Company’s board of managers nor the operating manager may take, or cause the Company to take, the following actions without the approval of VoteCo as the holder of the Company’s voting equity:
• | Materially change in the business purpose of the Company or the nature of the business, |
• | Act to render it impossible to carry on the ordinary business of the Company, |
• | Remove or appoint any Company manager, |
• | Allow any voluntary withdrawal of any member from the Company, |
• | Make any assignment for the benefit of creditors, any voluntary bankruptcy of the Company, or any transaction to dissolve, wind up or liquidate the Company, or |
• | Make any transaction between the Company and any member or manager of the Company, or any affiliate or direct family member of any member or manager of the Company, that is not made on an arm’s-length basis. |
Generally, in all other respects, VoteCo has no power or authority to participate in the management of the Company or to bind or act on behalf of the Company in any way or to render it liable for any purpose. Except as otherwise expressly required by applicable law, InvestCo has neither any right to vote on any matters to be voted on by the members of the Company, nor any power or authority to participate in the management of the Company or bind or act on behalf of the Company in any way or render it liable for any purpose.
Notwithstanding the foregoing provisions, the operating manager has the authority under the Company’s operating agreement to take such actions as he, in his reasonable judgment, deems necessary for the protection and preservation of Company assets if, under the circumstances, in his good faith estimation, there is insufficient time to obtain the approval of the Company’s board of managers and any delay would materially increase the risk to preservation of the Company’s assets.
Unless approved in advance by the operating manager and by applicable gaming authorities, no member of the Company may transfer all or any portion of its membership units.
F-10
No member or manager of the Company is entitled to receive any compensation from the Company for any services rendered to or on behalf of the Company, or otherwise, in his, her or its capacity as a member or manager of the Company.
4. Investment in Eldorado
On December 14, 2007, the Company effectively acquired its Eldorado Interest by transferring the Eldorado-Shreveport Investments in part to Eldorado Resorts, LLC (“Resorts”) and the balance to Donald L. Carano (“Carano”), free and clear of any liens. The Eldorado-Shreveport Investments included first mortgage bonds due 2012 (the “Mortgage Bonds”) and 11,000 preferred shares of a partner of the co-issuer of the Mortgage Bonds. The Mortgage Bonds were co-issued by Eldorado Casino Shreveport Joint Venture (the “Louisiana Partnership”) and Shreveport Capital Corporation, a wholly-owned subsidiary of the Louisiana Partnership (the “New Shreveport Notes”). The original principal amount of the Mortgage Bonds was $38,045,363. The 11,000 preferred shares were issued by Shreveport Gaming Holdings, Inc. (“SGH”), then a partner of the Louisiana Partnership, that is not affiliated with Resorts or the Company. In May 2007, NGOF had contributed the Eldorado-Shreveport Investments to the Company at the estimated fair value of such investments as of that date. Effective April 1, 2009, Resorts became a wholly-owned subsidiary of Eldorado when all of the members of Resorts, including AcquisitionCo, exchanged their interests in Resorts for identical interests in Eldorado. Approximately 85% of the Company’s Eldorado Interest was acquired directly from Resorts and the balance from Carano, 14.47% and 2.5659%, respectively.
The Company’s interest in Eldorado was recorded at estimated fair value based on the quoted market price of the Eldorado-Shreveport Investments ($38,314,863) on the acquisition date, which is considered a level 2 fair value input in GAAP. Such value exceeded 17.0359% of the carrying (or book) value of Resorts’ equity by approximately $14.8 million. The Company attributed $16.1 million of its $38.3 million acquisition price to intangible assets, $15.4 million to indefinite-lived intangibles assets and $0.8 million to definite-lived intangibles assets. Subsequently, the Company has adjusted its equity in the net income (loss) of Eldorado by amortization of the excess purchase price attributed to the definite-lived intangibles, approximately $108,000 annually using an estimated economic life of seven years.
The Company acquired its interest in Eldorado pursuant to the terms and conditions of a purchase agreement, dated July 20, 2007. The parties to the agreement were Resorts, AcquisitionCo, and Carano, now the presiding member of Eldorado’s board of managers and the chief executive officer of Eldorado who then held the same positions with Resorts. Carano or members of his family continue to own directly or indirectly approximately 51% of Eldorado.
Eldorado’s five member board of managers is composed of individuals designated by the parties to the purchase agreement, including one member to be designated by AcquisitionCo, currently Timothy T. Janszen. Members of the board of managers are required to be licensed or found suitable by the relevant Nevada and Louisiana gaming authorities.
As a limited liability company, Eldorado is generally not subject to federal income taxes and its members are required to include their respective shares of Eldorado’s taxable income in their respective income tax returns. Eldorado’s operating agreement provides that the board of managers will distribute each year to each member an amount equal to such member’s allocable share of taxable income multiplied by the highest marginal combined federal, state, and local income tax rate applicable to the members for that year.
Changes in the Company’s investment in Eldorado during the years ended February 28, 2013 and December 31, 2011 and the two months ended February 29, 2012 are as follows:
February 28, 2013 | February 29, 2012 | December 31, 2011 | ||||||||||
(Restated) | ||||||||||||
Balance, beginning of period | $ | 23,861,936 | $ | 23,861,936 | $ | 28,197,330 | ||||||
Equity in net loss of Eldorado | (277,238 | ) | — | (4,233,314 | ) | |||||||
Distributions received from Eldorado | (596,257 | ) | — | (235,641 | ) | |||||||
Eldorado's adoption of ASU 2010-16 | — | — | 133,561 | |||||||||
Balance, end of period | $ | 22,988,441 | $ | 23,861,936 | $ | 23,861,936 | ||||||
The Company did not record any impairment related to its equity method investment in Eldorado during the years ended February 28, 2013 and December 31, 2011 and the two months ended February 29, 2012. Impairment charges prior to the year ended February 29, 2012 have totaled approximately $3.6 million.
F-11
The following tables present condensed financial information of Eldorado as of December 31, 2012 and 2011, and for the years then ended (in thousands).
December 31, 2012 | December 31, 2011 | ||||||
(Restated) | |||||||
Balance Sheets | |||||||
Current assets | $ | 34,928 | $ | 39,926 | |||
Restricted cash | 5,000 | — | |||||
Investment in and advances to unconsolidated affiliate | 5,066 | 5,213 | |||||
Property and equipment, net | 189,713 | 198,728 | |||||
Other assets, net | 27,818 | 28,795 | |||||
Total assets | $ | 262,525 | $ | 272,662 | |||
Current liabilities | $ | 27,301 | $ | 27,421 | |||
Other liabilities | 174,221 | 179,218 | |||||
Equity | 61,003 | 66,023 | |||||
Total liabilities and partners' equity | $ | 262,525 | $ | 272,662 | |||
2012 | 2011 | ||||||
(Restated) | |||||||
Statements of Operations | |||||||
Net operating revenues | $ | 254,740 | $ | 256,072 | |||
Impairment of Investment in Joint Venture | $ | — | $ | 33,066 | |||
Operating income (loss) | $ | 15,481 | $ | (13,074 | ) | ||
Net loss | $ | (991 | ) | $ | (29,020 | ) | |
Net loss attributable to non-controlling interest | — | 4,807 | |||||
Net loss attributable to Eldorado | $ | (991 | ) | $ | (24,213 | ) | |
The following tables present condensed financial information of one of Eldorado’s unconsolidated investees, the Silver Legacy Joint Venture, as of December 31, 2012 and 2011 and for the years then ended (in thousands).
December 31, 2012 | December 31, 2011 | ||||||
Balance Sheets | |||||||
Current assets | $ | 21,764 | $ | 42,504 | |||
Property and equipment, net | 206,790 | 217,038 | |||||
Other assets, net | 15,258 | 6,979 | |||||
Total assets | $ | 243,812 | $ | 266,521 | |||
Current liabilities | $ | 23,571 | $ | 160,598 | |||
Other liabilities | 134,841 | 10,081 | |||||
Partners' equity | 85,400 | 95,842 | |||||
Total liabilities and partners' equity | $ | 243,812 | $ | 266,521 | |||
2012 | 2011 | ||||||
Statements of Operations | |||||||
Net operating revenues | $ | 114,800 | $ | 122,855 | |||
Operating income | $ | 1,413 | $ | 5,783 | |||
Net loss | $ | (19,396 | ) | $ | (9,262 | ) | |
5. Investment in Mesquite
F-12
Mesquite is engaged in the hotel casino industry in Mesquite, Nevada through its wholly-owned subsidiaries C & HRV, LLC (doing business as Virgin River Hotel/Casino/Bingo) and VRCC, LLC and its wholly-owned subsidiaries 5.47 RBI, LLC and RBG, LLC (doing business as CasaBlanca Resort/Golf/Spa) and its wholly-owned subsidiary CasaBlanca Resorts, LLC (known as the Oasis Resort and Casino prior to its demolition in May 2013) and its wholly-owned subsidiaries Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc.
On August 1, 2011, the Company acquired the 40% Mesquite Interest in exchange for $8,222,222 in cash that was contributed to the Company by the Newport Funds in July 2011. The acquisition was completed upon the transfer to Mesquite of all of the assets of Black Gaming, LLC (“Black Gaming”), including Black Gaming’s direct and indirect ownership interests in its subsidiaries. The transfer of the Black Gaming assets to Mesquite and the acquisition by AcquisitionCo of the Mesquite Interest were pursuant to a joint plan of reorganization (the “Plan”) filed by Black Gaming and its subsidiaries with the United States Bankruptcy Court for the District of Nevada (the “Court”) on March 1, 2010, and approved by the Court on June 28, 2010.
Changes in the Company’s investment in Mesquite during the years ended February 28, 2013 and December 31, 2011 and the two months ended February 29, 2012 are as follows:
February 28, 2013 | February 29, 2012 | December 31, 2011 | |||||||||
Balance, beginning of period (1) | $ | 5,602,222 | $ | 5,602,222 | $ | 8,222,222 | |||||
Equity in net loss of Mesquite | (2,022,000 | ) | — | (2,620,000 | ) | ||||||
Balance, end of period | $ | 3,580,222 | $ | 5,602,222 | $ | 5,602,222 | |||||
(1) | The period ended December 31, 2011 includes activity beginning August 1, 2011, the date of acquisition. |
The Company did not record any impairment related to its equity method investment in Mesquite during the years ended February 28, 2013 and December 31, 2011 and the two months ended February 29, 2012.
The following tables present condensed financial information of Mesquite for the years ended December 31, 2012 and 2011 (in thousands).
December 31, 2012 | December 31, 2011 | ||||||
Balance Sheets | |||||||
Current assets | $ | 11,656 | $ | 13,556 | |||
Property and equipment, net | 60,242 | 64,947 | |||||
Other assets, net | 8,825 | 10,960 | |||||
Total assets | $ | 80,723 | $ | 89,463 | |||
Current liabilities | $ | 14,828 | $ | 13,050 | |||
Other liabilities | 59,250 | 64,713 | |||||
Equity | 6,645 | 11,700 | |||||
Total liabilities and members' equity | $ | 80,723 | $ | 89,463 | |||
2012 | 2011 | ||||||||||||||
Year Ended | Five Months Ended | Seven Months Ended | Twelve Months Ended | ||||||||||||
December 31, 2012 | December 31, 2011 | July 31, 2011 | December 31, 2011 | ||||||||||||
(The Company's Investee) | (Predecessor) | (Combined, unaudited) | |||||||||||||
Net operating revenues | $ | 97,548 | $ | 37,341 | $ | 60,785 | $ | 98,126 | |||||||
Operating income (loss) | $ | 952 | $ | (4,062 | ) | $ | 3,035 | $ | (1,027 | ) | |||||
Reorganization items | $ | — | $ | — | $ | 90,473 | $ | 90,473 | |||||||
Net income (loss) | $ | (5,055 | ) | $ | (6,550 | ) | $ | 92,693 | $ | 86,143 | |||||
6. Transactions with the Newport Funds
In 2007, NGOF received $5,118,172 of interest on the Mortgage Bonds and $61,600 of preferred dividends on behalf of (but did not remit to) the Company which are reflected in the accompanying balance sheets as due from the Newport Funds.
F-13
There is no formal agreement outlining the settlement of this receivable (and payable discussed in the following paragraph) and, accordingly, the receivable is reflected as a non-current asset.
At February 28, 2013 and 2012, the Company owed approximately $3.2 million and $2.9 million, respectively, to the Newport Funds for expenses paid on the Company’s behalf since inception of the Company. There have been no repayments of such amounts advanced to the Company. The Newport Funds have agreed to waive demand of payment of the amounts advanced to the Company through March 1, 2015, and, accordingly, the liability is also reflected as long-term.
7. Income Taxes
Blocker, a wholly-owned subsidiary, has elected to be taxed as a corporation. Accordingly, equity in the flow-through earnings of Eldorado and Mesquite is taxed to Blocker. NGA incurs certain other costs, primarily associated with being a public company, including professional and other fees, which, for tax purposes, flow through to its members
A reconciliation between the Company’s effective tax rate and the statutory tax rate for the years ended February 28, 2013 and December 31, 2011 follows:
February 28, 2013 | December 31, 2011 (1) | ||||||||||||
Total | Percent | Total | Percent | ||||||||||
(Restated) | |||||||||||||
Statutory federal rate | $ | (919,189 | ) | 35.00 | % | $ | (2,510,492 | ) | 35.00 | % | |||
Amount not subject to corporate income taxes | 116,304 | (4.43 | )% | 90,590 | (1.26 | )% | |||||||
Permanent items | (108,022 | ) | 4.11 | % | (14,276 | ) | 0.20 | % | |||||
Provision to tax return adjustments | 25,628 | (0.97 | )% | — | — | % | |||||||
Change in valuation allowance | 940,205 | (35.80 | )% | 2,434,178 | (33.94 | )% | |||||||
Deferred True-up | (54,926 | ) | 2.09 | % | — | — | % | ||||||
Tax at effective rate | $ | — | — | % | $ | — | — | % | |||||
(1) | The reconciliation of the Company's effective and statutory tax rates for the year ended February 29, 2012 is not presented here as it is virtually identical (in all respects) to that of the year ended December 31, 2011. In addition, the effective and statutory rates for the two months ended February 29, 2012 and February 28, 2011 did not vary materially as the only reconciling item is an immaterial change in the valuation allowance to reduce the income tax benefit to zero. |
The Company has recorded a valuation allowance of 100% of its net deferred tax assets as of February 28, 2013 and December 31, 2011, as realization of the deferred tax asset is not considered more likely than not. In assessing the realizability of the deferred tax assets management considered whether future taxable income will be sufficient during the periods in which those temporary differences are deductible or before NOLs expire. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income and tax planning strategies in making this assessment.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used to determine taxable income for income tax reporting purposes. The following table presents the significant components of the non-current deferred tax assets (liabilities) of the Company and its consolidated subsidiaries related to its investments in Eldorado and Mesquite as of February 28, 2013 and February 29, 2012.
February 28, 2013 | February 29, 2012 | ||||||
(Restated) | |||||||
Net operating loss carryforward | $ | 743,289 | $ | 1,562,703 | |||
Tax credit carryforward | 356,615 | 182,791 | |||||
Basis difference for investments in investees | 5,241,886 | 3,887,377 | |||||
Acquisition costs | 157,079 | 144,800 | |||||
Contributions limitation and carryforward | 218,168 | — | |||||
Subtotal | 6,717,037 | 5,777,671 | |||||
Less: valuation allowance | (6,717,037 | ) | (5,777,671 | ) | |||
Net deferred tax asset | $ | — | $ | — | |||
F-14
The Company has a federal income tax net operating loss carryforward of $2,123,681 and a federal income tax credit carryforward of $356,615, both of which will expire between 2028 and 2030.
8. Financial Instruments
Except for cash, the fair value of which equals its carrying value, the only significant financial instruments the Company has are its investments in unconsolidated investees accounted for on the equity method for which fair value disclosure is not required and amounts due to and from members. There is no formal agreement between the Company and its members related to the amounts due to and from the members, including no stated right of offset, repayment terms, and interest rate or method. Accordingly, it is not practical to estimate the fair value of such financial instruments.
9. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued and has disclosed certain subsequent events in these consolidated financial statements, as appropriate.
F-15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NGA HOLDCO, LLC | |||||
Date: May 22, 2014 | By: | /s/ Timothy T. Janszen | |||
Name: | Timothy T. Janszen | ||||
Title: | Principal Executive Officer (Authorized Officer) | ||||
Date: May 22, 2014 | By: | /s/ Roger A. May | |||
Name: | Roger A. May | ||||
Title: | Principal Financial Officer and Principal Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | ||||
Exhibit Index
Exhibit No. | Description |
2.1 | Subscription Agreement for Class A Unit dated May 31, 2007 (Incorporated by reference to Exhibit No. 2.1 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
2.2 | Subscription Agreement for Class B Units dated May 31, 2007 (Incorporated by reference to Exhibit No. 2.2 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
3.1 | Articles of Organization of NGA HoldCo LLC, dated as of January 4, 2007 (Incorporated by reference to Exhibit No. 3.1 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
3.2 | Amended and Restated Operating Agreement of NGA HoldCo LLC (Incorporated by reference to Exhibit No. 3.2 to Amendment No. 1 to the Company’s registration statement on Form 10-SB filed with the SEC on August 31, 2007 – SEC File No. 000-52734) |
4.1 | Operating Agreement of Eldorado HoldCo LLC, dated as of April 1, 2009 (Incorporated by reference to Exhibit 4.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 – SEC File No. 000-52734) |
4.2 | Amended and Restated Operating Agreement of Eldorado Resorts, LLC dated as of December 14, 2007 (Incorporated by reference to Exhibit No. 4.1 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
4.3 | Amended and Restated Operating Agreement of Eldorado Resorts LLC, dated as of April 1, 2009 (Incorporated by reference to Exhibit 4.2 to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 – SEC File No. 000-52734) |
10.1 | Amended and Restated Purchase Agreement dated as of July 20, 2007 by and among Eldorado Resorts LLC, AcquisitionCo LLC and Donald L. Carano (Incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s registration statement on Form 10-SB filed with the SEC on August 31, 2007 – SEC File No. 000-52734) |
10.2 | Put-Call Agreement dated as of December 14, 2007 (Incorporated by reference to Exhibit No. 10.2 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
10.3 | Registration Rights Agreement dated as of December 14, 2007 (Incorporated by reference to Exhibit No. 10.3 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
10.4 | Assignment and Assumption of Registration Rights Agreement (Incorporated by reference to Exhibit No. 10.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2009 – SEC File No. 000-52734) |
10.5 | Indenture dated April 20, 2004, between Eldorado Resorts LLC, Eldorado Capital Corp. and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Resorts’ Form 10-Q for the quarterly period ended March 31, 2004 SEC – File No. 333-11811) |
Exhibit No. | Description |
10.6 | Supplemental Indenture, dated August 11, 2005, by and among Eldorado Resorts LLC, Eldorado Capital Corp. and U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.38 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.7 | Second Supplemental Indenture, dated November 21, 2006, by and among Eldorado Resorts LLC, Eldorado Capital Corp. and U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.39 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.8 | Supplemental Indenture, dated as of November 20, 2007 (Incorporated by reference to Exhibit No. 10.7 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
10.9 | Environmental Indemnity, entered into as of March 5, 2002 (Incorporated by reference to Exhibit 10.10.6 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.10 | Loan and Aircraft Security Agreement dated as of December 30, 2005 among Eldorado Resorts LLC and Banc of America Leasing & Capital (Incorporated by reference to Exhibit No. 10.8 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.11 | Third Amended and Restated Loan Agreement dated as of February 28, 2006 among Eldorado Resorts LLC and Bank of America, N.A. (formerly Bank of America National Trust and Savings Association), as Issuing Bank and Administrative Agent. (Incorporated by reference to Exhibit No. 10.9 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.12 | Amendment No. 1 to Third Amended and Restated Loan Agreement (Incorporated by reference to Exhibit No. 10.11 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
10.13 | Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture by and between Eldorado Limited Liability Company and Galleon, Inc. (Incorporated by reference to Exhibit 3.3 to the Form S-4 Registration Statement of Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. – SEC File No. 333-87202) |
10.14 | Management Agreement dated as of June 28, 1996 by and between Eldorado Resorts LLC, Recreational Enterprises, Inc. and Hotel-Casino Management, Inc. (Incorporated by reference to Exhibit 10.3 to the Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811) |
10.15 | Lease dated July 21, 1972 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.1 to the Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement - SEC File No. 333-11811) |
10.16 | Addendum to Lease dated March 20, 1973 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.2 to Resorts’ and Eldorado Capital Corp.’s Form S-4 Registration Statement – SEC File No. 333-11811) |
Exhibit No. | Description |
10.17 | Amendment to Lease dated January 1, 1978 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.3 to Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811) |
10.18 | Amendment to Lease dated January 31, 1985 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.4 to Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811) |
10.19 | Third Amendment to Lease dated December 24, 1987 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.5 to Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811) |
10.20* | Fourth Amendment to Lease dated June 1, 2011 by and between C. S. & Y. Associates and Eldorado Resorts LLC. |
10.21 | Second Amended and Restated Credit Agreement, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, the banks referred to therein and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.2 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.22 | Guaranty dated as of March 5, 2002, made by Silver Legacy Capital Corp., in favor of Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.3 to Resorts’ Form 10-K for the year ended December 31, 2001 SEC File No. 333-11811) |
10.23 | Second Amended and Restated Security Agreement, dated as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.4 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.24 | Guarantor Security Agreement, dated as of March 5, 2002, by and between Silver Legacy Capital Corp. and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.5 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.25 | Second Amended and Restated Deed of Trust, dated as of February 26, 2002, but effective March 5, 2002, by and among Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.6 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.26 | Second Amended and Restated Assignment of Rent and Revenues entered into as of February 26, 2002, but effective as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.7 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.27 | Second Amended and Restated Collateral Account Agreement, dated March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.8 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.28 | Intercreditor Agreement, dated as of March 5, 2002, by and among Bank of America, N.A., as administrative agent, The Bank of New York, as trustee, Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 10.9.9 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
Exhibit No. | Description |
10.29 | Indenture, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.1 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.30 | Deed of Trust, dated as of February 26, 2002, by Circus and Eldorado Joint Venture, to First American Title Company of Nevada for the benefit of the Bank of New York. (Incorporated by reference to Exhibit 10.10.2 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.31 | Security Agreement, dated as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Silver Legacy Corp. for the benefit of The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.3 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.32 | Assignment of Rent and Revenues entered into as of February 26, 2002, by and between Circus and Eldorado Joint Venture and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.4 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.33 | Collateral Account Agreement, dated as of March 5, 2002, by and among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.5 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811) |
10.34 | Amendment No. 1 to Second Amended and Restated Credit Agreement dated November 4, 2003 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 to Circus and Eldorado Joint Venture’s Quarterly Report on Form 10-Q for the period ended September 30, 2003 – Commission File No. 333-87202) |
10.35 | Modification of Second Amended and Restated Construction Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rights dated November 3, 2003 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 to Circus and Eldorado Joint Venture’s Quarterly Report on Form 10-Q for the period ended September 30, 2003 – Commission File No. 333-87202) |
10.36 | Amendment No. 2 to Second Amended and Restated Credit Agreement dated June 15, 2005 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10 to Circus and Eldorado Joint Venture’s Current Report on Form 8-K filed June 20, 2005 – Commission File No. 333-87202) |
10.37 | Amendment No. 3 to Second Amended and Restated Credit Agreement dated March 2, 2006 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10 to Circus and Eldorado Joint Venture’s Current Report on Form 8-K filed March 8, 2006 – Commission File No. 333-87202) |
10.38 | UCC Financing Statement Amendments (Incorporated by reference to Exhibit 4.15 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202) |
Exhibit No. | Description |
10.39 | Amendment No. 4 to Second Amended and Restated Credit Agreement as of March 28, 2007 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.11 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202) |
10.40 | Modification of Second Amended and Restated Assignment of Rents and Revenues between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.12 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202) |
10.41 | Second Modification of Second Amended and Restated Construction Deed of Trust between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.13 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202) |
10.42 | Fifth Amended and Restated Partnership Agreement of Eldorado Casino Shreveport Joint Venture, dated as of July 22, 2005. (Incorporated by reference to Exhibit No. 10.40 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.43 | Amendment No. 1, dated as of November 29, 2007, to the Fifth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture (Incorporated by reference to Exhibit No. 10.41 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
10.44 | Management Agreement, dated as of July 22, 2005, by and between Eldorado Casino Shreveport Joint Venture and Eldorado Resorts, LLC. (Incorporated by reference to Exhibit No. 10.41 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.45 | Amended and Restated Indenture, dated as of July 21, 2005, by and among Eldorado Casino Shreveport Joint Venture, Shreveport Capital Corporation, HCS I, Inc., HCS II, Inc. and U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.42 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.46 | Supplemental Indenture, dated as of November 15, 2007 (Incorporated by reference to Exhibit No. 10.44 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
10.47 | Fourth Supplemental Indenture, dated as of June 29, 2009, among Eldorado Casino Shreveport Joint Venture, Shreveport Capital Corporation, Eldorado-Shreveport #1, LLC, Eldorado-Shreveport #2, LLC and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 – SEC File No. 000-52734) |
10.48 | Amended and Restated Security Agreement, dated as of July 21, 2005, by Eldorado Casino Shreveport Joint Venture to U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.43 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
Exhibit No. | Description |
10.49 | Amended and Restated Security Agreement, dated as of July 21, 2005, by Shreveport Capital Corporation to U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.44 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.50 | Amended and Restated Mortgage, Leasehold Mortgage, and Assignment of Rents and Leases, dated as of July 21, 2005, by the Company. (Incorporated by reference to Exhibit No. 10.45 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.51 | First Amendment to and Restatement of First Preferred Ship Mortgage, dated as of July 21, 2005, by Eldorado Casino Shreveport Joint Venture in favor of U.S. Bank National Association (amending 1999 ship mortgage). (Incorporated by reference to Exhibit No. 10.46 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.52 | First Amendment to and Restatement of First Preferred Ship Mortgage, dated as of July 21, 2005, by Eldorado Casino Shreveport Joint Venture in favor of U.S. Bank National Association (amending 2001 ship mortgage). (Incorporated by reference to Exhibit No. 10.47 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.53 | Membership Interest Pledge Agreement, dated as of July 22, 2005, by Eldorado Resorts, LLC in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.48 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.54 | Partnership Interest Pledge Agreement, dated as of July 22, 2005, by Eldorado-Shreveport #1, LLC in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.49 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.55 | Partnership Interest Pledge Agreement, dated as of July 22, 2005, by Eldorado-Shreveport #2, LLC in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.50 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.56 | Reaffirmation of Partnership Undertakings, dated as of July 22, 2005, by Eldorado-Shreveport #1, LLC, Eldorado-Shreveport #2, LLC and Shreveport Gaming Holdings, Inc., a Delaware corporation, in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.51 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.57 | Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated February 28, 2006 by Eldorado Resorts LLC in favor of First American Title Company of Nevada, as trustee for the benefit of Bank of America, N.A. (Incorporated by reference to Exhibit No. 10.52 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.58 | Third Amended and Restated Security Agreement dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.53 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
Exhibit No. | Description |
10.59 | Second Amended and Restated Security Agreement dated February 28, 2006 by Eldorado Capital Corp. in favor of Bank of America, N.A. as Administrative Agent (Incorporated by reference to Exhibit No. 10.54 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.60 | Third Amended and Restated Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated February 28, 2006 by Eldorado Resorts LLC and C.S.&Y. Associates in favor of First American Title Company of Nevada as trustee for the benefit of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.55 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.61 | Second Amended and Restated Assignment of Rents and Revenues dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.56 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.62 | Second Amended and Restated Assignment of Subleases and Rents dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.57 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.63 | Second Amended and Restated Assignment of Equipment Leases dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.58 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.64 | Second Amended and Restated Guaranty dated February 28, 2006 by Eldorado Capital Corp. in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.59 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
10.65 | Agreement, dated May 12, 2009, between Eldorado Resorts LLC and Newport Global Advisors L.P. (Incorporated by reference to Exhibit 10.62 to the Company’s annual report on Form 10-K for the year ended December 31, 2009 – SEC File No. 000-52734) |
10.66 | Indenture, dated as of June 1, 2011, among Eldorado Resorts LLC, Eldorado Capital Corp. and US Bank National Association, as trustee, and Capital One, NA as collateral trustee (Incorporated by reference to Exhibit 10.65 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 – SEC File No. 000-52734) |
10.67 | Credit Agreement, dated as of June 1, 2011, among Eldorado Resorts LLC, the banks referred to therein and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.66 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 – SEC File No. 000-52734) |
10.68 | First Amendment to Management Agreement dated June 28, 1996 by and among Eldorado Resorts LLC, Recreational Enterprises, Inc. and Hotel-Casino Management, Inc. (Incorporated by reference to Exhibit 10.67 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 – SEC File No. 000-52734) |
14.1 | Code of Ethics of NGA HoldCo, LLC (Incorporated by reference to Exhibit No. 14.1 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734) |
Exhibit No. | Description |
21.1 | Subsidiaries of NGA HoldCo LLC (Incorporated by reference to Exhibit No. 21.1 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734) |
31.1** | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2** | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1*** | Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2*** | Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
101** | The following financial statements from NGA Holdco, LLC Annual Report on Form 10-K/A for the year ended February 28, 2013, filed with the Securities and Exchange Commission on May 22, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at February 28, 2013 and February 29, 2012, (ii) the Consolidated Statements of Operations for the years ended February 28, 2013, February 29, 2012 and December 31, 2011 and the two months ended February 29, 2012 and February 28, 2011, (iii) the Consolidated Statement of Changes in Members’ Equity for the years ended February 28, 2013 and December 31, 2011 and the two months ended February 29, 2012, (iv) the Consolidated Statements of Cash Flows for the years ended February 28, 2013, February 29, 2012 and December 31, 2011 and the two months ended February 29, 2012 and February 28, 2011, and (v) the Notes to Consolidated Financial Statements. |
——————————— | |
* | Filed with the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2013 filed on May 29, 2013 (SEC File No. 0-5273). |
** | Filed herewith. |
*** | Furnished herewith. |