EXHIBIT 99.2

QUARTERLY REPORT

of

ELDORADO HOLDCO LLC

(and its wholly owned subsidiary, ELDORADO RESORTS LLC)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014

345 North Virginia Street, Reno, Nevada 89501
(Address of principal executive offices, including zip code)

(775) 786-5700
(Telephone number, including area code)

Because Eldorado HoldCo LLC (“HoldCo”) and its wholly owned subsidiary, Eldorado Resorts LLC (“Resorts”), and Resorts’ wholly owned subsidiary, Eldorado Capital Corp. (“Capital” and along with Resorts, the “Issuers”), are not required to file periodic reports with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has not been filed with the SEC.  The content is not intended to, and does not, include all requirements of the consolidated entity as would be required in an SEC filing on Form 10-Q.  However, for the convenience of the reader, the information included in this report, which relates to HoldCo and its Subsidiaries, has been organized and presented under captions that generally correspond to those in Form 10-Q.  This report is furnished to U.S. Bank National Association, as Trustee, under that certain Indenture, dated as of June 1, 2011 by and among Resorts and Capital, as issuers, and U.S. Bank National Association, as Trustee, and Capital One, N.A., as Collateral Trustee (the “Indenture”).

Basis of Presentation. The unaudited condensed consolidated financial statements included herein include the accounts of HoldCo, the Issuers and their respective consolidated subsidiaries, including the subsidiaries that are “restricted” as well as those that are “unrestricted” under the provisions of the Indenture.  Effective April 1, 2009, HoldCo was formed to be the holding company for Resorts.  The members of Resorts contributed all of their respective membership interests in Resorts in return for proportionate membership interests in HoldCo.  Other than the membership interest in Resorts, HoldCo has no assets, liabilities or revenues and conducts no operations.  In accordance with Section 4.03 of the Indenture, also included in Item 2 to this Quarterly Report is an unaudited presentation of consolidated Earnings before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA as derived from the unaudited condensed consolidated financial statements.

ELDORADO HOLDCO LLC

(and its wholly owned subsidiary ELDORADO RESORTS LLC)

QUARTERLY REPORT FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2014

TABLE OF CONTENTS

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PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements.

ELDORADO HOLDCO LLC

(and its wholly owned subsidiary ELDORADO RESORTS LLC)

CONSOLIDATED BALANCE SHEETS

 (dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELDORADO HOLDCO LLC

(and its wholly owned subsidiary ELDORADO RESORTS LLC)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELDORADO HOLDCO LLC

(and its wholly owned subsidiary ELDORADO RESORTS LLC)

UNAUDITED CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELDORADO HOLDCO LLC

(and its wholly owned subsidiary ELDORADO RESORTS LLC)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ELDORADO HOLDCO LLC

(and its wholly owned subsidiary ELDORADO RESORTS LLC)

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.              Summary of Significant Accounting Policies and Basis of Presentation

Principles of Consolidation/Operations

The accompanying unaudited condensed consolidated financial statements include the accounts of (1) Eldorado HoldCo LLC (“HoldCo”), a Nevada limited liability company formed in April 2009; (2) Eldorado Resorts LLC (“Resorts”), a Nevada limited liability company that is a wholly owned subsidiary of HoldCo; (3) Eldorado Capital Corp. (“Capital”), a Nevada Corporation that is a wholly owned subsidiary of Resorts; (4) Eldorado Shreveport #1, LLC (“ES#1”) and Eldorado Shreveport #2, LLC (“ES#2”), two Nevada limited liability companies that are wholly owned subsidiaries of Resorts; (5) Eldorado Casino Shreveport Joint Venture, a Louisiana general partnership (the “Louisiana Partnership”) in which ES#1 and ES#2 own all of the partnership interests; (6) Shreveport Capital Corp. (“Shreveport Capital”), a Louisiana corporation that is a wholly owned subsidiary of the Louisiana Partnership; and (7) Eldorado Limited Liability Company, a Nevada limited liability company that is a 96% owned subsidiary of Resorts (“ELLC” and, collectively with HoldCo, Resorts, Capital, ES#1, ES#2, the Louisiana Partnership and Shreveport Capital, the “Company”). Intercompany accounts and transactions have been eliminated in consolidation.

Effective April 1, 2009, HoldCo was formed to be the holding company for Resorts. The members of Resorts contributed all their respective membership interests in Resorts in return for proportionate membership interests in HoldCo. Other than the membership interest in Resorts, HoldCo has no assets, liabilities or revenues and conducts no operations.

Resorts was formed in 1996 and became the successor to a predecessor partnership that constructed the Eldorado Hotel and Casino, a premier hotel/casino and entertainment facility centrally located in downtown Reno, Nevada (the “Eldorado Reno”), which opened for business in 1973. Resorts owns and operates the Eldorado Reno. Eldorado Reno is easily accessible both to vehicular traffic from Interstate 80, the principal highway linking Reno to its primary visitor markets in northern California, and to pedestrian traffic from nearby casinos.

Capital was incorporated with the sole purpose of serving as co-issuer of certain debt co-issued by Resorts and Capital. Capital holds no significant assets and conducts no business activity.

Resorts indirectly owns 100% of the partnership interests of the Louisiana Partnership.  The Louisiana Partnership owns, and Resorts manages, a 403-room all suite art deco-style hotel and a tri-level riverboat dockside casino complex situated on the Red River in Shreveport, Louisiana, which commenced operations under its previous owners in December 2000. Resorts acquired a majority ownership interest in the hotel and riverboat casino complex in July 2005, began operating it as the Eldorado Resort Casino Shreveport (“Eldorado Shreveport”) on October 26, 2005 and acquired the remaining minority interest in March 2008.  Each of ES#1, ES#2, the Louisiana Partnership and its subsidiaries, including Shreveport Capital, is a “guarantor”, as defined in the Indenture, dated as of June 1, 2011, by and among Resorts and Capital, as issuers, and U.S. Bank National Association, as Trustee, and Capital One, N.A., as Collateral Trustee (the “Indenture”).

Resorts also owns 96.1858% of ELLC.  ELLC is a 50% partner in a joint venture (the “Silver Legacy Joint Venture”) which owns the Silver Legacy Resort Casino (the “Silver Legacy”), a major themed hotel/casino situated between, and seamlessly connected at the casino level to, the Eldorado Reno and Circus Circus-Reno, a hotel casino owned and operated by Galleon, Inc. (“Galleon”), an indirect, wholly owned subsidiary of MGM Resorts International, the other partner in the Silver Legacy Joint Venture.

Resorts also owns a 21.25% interest in Tamarack Crossing, LLC (“Tamarack”), a Nevada limited liability company that owns and operates Tamarack Junction, a casino in south Reno which commenced operations on September 4, 2001.  Tamarack Junction is situated on approximately 62,000 square feet of land with approximately 13,230 square feet of gaming space and 465 slot machines. As a closing condition to the merger transaction discussed below, the Company will be required to dispose of its interest in Tamarack prior to closing which is expected to occur in late third quarter of 2014.

The Company accounts for ELLC’s 50% joint venture interest and its 21.25% interest in Tamarack, affiliates that it does not control, but over which it does exert significant influence, using the equity method of accounting.

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Since the Company operates in the same line of business as the Silver Legacy and Tamarack Junction, each with casino and/or hotel operations, the Company’s equity in the income of such joint ventures is included in operating income.

The Company considers whether the fair values of any of its equity method investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. Estimated fair value is determined using a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rate. If the Company were to consider any such decline to be other than temporary, a write-down to estimated fair value would be recorded. In the second half of 2011, as a result of the Company’s identification of triggering events, non-cash impairment charges of $33.1 million were recognized for its investment in the Silver Legacy Joint Venture. Such impairment charges eliminated the Company’s remaining investment in the Silver Legacy Joint Venture.  As a result of the elimination of the Company’s remaining investment in the Silver Legacy Joint Venture, the Company discontinued the equity method of accounting for its investment in the Silver Legacy Joint Venture until the fourth quarter of 2012 when additional investments in the Silver Legacy Joint Venture were made. At such time, the Company recognized its share of the Silver Legacy Joint Venture’s suspended net losses not recognized during the period the equity method of accounting was discontinued and resumed the equity method of accounting for its investment. There were no impairments of the Company’s equity method investments during the three or six months ended June 30, 2014 or 2013.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, all of which are normal and recurring, necessary to present fairly the financial position of the Company as of June 30, 2014, the results of its operations and comprehensive income for the three and six months ended June 30, 2014 and 2013 and its cash flows for the six months ended June 30, 2014 and 2013. The results of operations for such periods are not necessarily indicative of the results to be expected for a full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the annual report of HoldCo for the year ended December 31, 2013.

Entry into Material Definitive Agreements

The Merger Agreement

On September 9, 2013, HoldCo; MTR Gaming Group, Inc. (“MTR”); Eclair Holdings Company, a wholly owned subsidiary of MTR (“NewCo”); Ridgeline Acquisition Corp., a wholly owned subsidiary of NewCo (“Merger Sub A”); Eclair Acquisition Company, LLC, a wholly owned subsidiary of NewCo (“Merger Sub B”); and Thomas Reeg, Robert Jones, and Gary Carano, as the representatives of the members of HoldCo, entered into an Agreement and Plan of Merger as amended on November 18, 2013, further amended on February 13, 2014 and further amended on May 13, 2014 (the “Merger Agreement”) pursuant to which Merger Sub A will merge with and into MTR, with MTR surviving the merger (the “MTR Merger”), and Merger Sub B will merge with and into HoldCo, with HoldCo surviving the merger (the “Holdco Merger” and together with the MTR Merger, the “Mergers”). As a result of the Mergers, NewCo will become the holding company for MTR and HoldCo and be renamed “Eldorado Resorts, Inc.” and shares of NewCo common stock will be listed on The Nasdaq Stock Market (“Nasdaq”). Consummation of the Mergers is subject to numerous conditions. Accordingly, there can be no assurances that the transactions contemplated by the Merger Agreement will be consummated on the terms described herein or at all.

The Merger Agreement provides that, upon completion of the Mergers, MTR stockholders will have the right to receive, at their election (but subject to customary procedures applicable to oversubscription for cash consideration), either (i) one share of NewCo common stock, or (ii) $6.05 in cash in exchange for each share of MTR common stock they own immediately prior to completion of the Mergers (the “MTR Exchange Ratio”); provided that the total amount of cash consideration is limited to $35.0 million, and if the cash election is oversubscribed, the cash consideration will be payable to the MTR stockholders making the cash election only with respect to a portion of their shares selected by an equitable, pro rata procedure determined by NewCo. The members of HoldCo will collectively receive, in the aggregate, an amount of merger consideration (the “HoldCo Valuation”) equal to the product of (a) HoldCo’s adjusted EBITDA for the twelve months ending on the most recent month end preceding the closing date by at least twenty days (the “Report Date”) and (b) 6.81, with such amount being adjusted for HoldCo’s excess cash, outstanding debt, and working capital relative to an agreed upon working capital target for HoldCo, an amount equal to certain transaction expenses of MTR which is capped at $7.0 million, the value of HoldCo’s interest in the Silver Legacy Joint Venture, and the amount of restricted cash on HoldCo’s balance sheet (if any) relating to

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the credit support required in connection with the Silver Legacy Joint Venture’s credit facility. The value of HoldCo’s interest in the Silver Legacy Joint Venture is equal to the product of (x) ELLC’s proportionate ownership interest in the Silver Legacy Joint Venture which is currently 50%, and (y) the product of (A) the Silver Legacy Joint Venture’s adjusted EBITDA for the twelve months ending on the Report Date and (B) 6.81, with such amount being adjusted for the Silver Legacy Joint Venture’s excess cash, outstanding debt, and working capital relative to an agreed upon working capital target for the Silver Legacy Joint Venture (each such adjustment in proportion to ELLC’s ownership interest), the amount of the subordinated notes made by HoldCo to the Silver Legacy Joint Venture, and ELLC’s portion of the difference between the capital accounts of the members of the Silver Legacy Joint Venture. As a result, the members of HoldCo will receive, in the aggregate, the number of shares of NewCo common stock equal to the quotient obtained by dividing the merger consideration as calculated in the two preceding sentences by an implied price per share of $6.05 for NewCo common stock (the “Eldorado Merger Shares”). The number of Eldorado Merger Shares issued to HoldCo members is subject to a post-closing adjustment based on a final calculation of the components of the HoldCo Valuation as of the closing date. The MTR Exchange Ratio and the number of Eldorado Merger Shares are subject to customary anti-dilution adjustments in the event of stock splits, stock dividends and similar transactions involving MTR common stock. For federal income tax purposes, MTR common stockholders and Eldorado members are not expected to realize gain or loss with respect to the exchange of MTR common stock or Eldorado membership interests for NewCo common stock, but gain or loss might be realized with respect to any merger consideration received in the form of cash.

Following completion of the Mergers, HoldCo and MTR will each continue to operate as a separate subsidiary of NewCo.  The initial board of directors of NewCo is expected to include Gary L. Carano, Thomas Reeg, Frank J. Fahrenkopf, Jr., James B. Hawkins, Michael E. Pegram, David P. Tomick, and Roger P. Wagner, with Gary L. Carano acting as the chairman of the board. It is expected that all directors other than Gary L. Carano and Thomas Reeg will qualify as Independent Directors under applicable Nasdaq rules. In addition, following completion of the mergers, the officers of NewCo will include Gary L. Carano, the current President and Chief Operating Officer of HoldCo, as the Chief Executive Officer, Robert M. Jones, the current Chief Financial Officer of HoldCo, as the Chief Financial Officer, Thomas Reeg as President and Joseph L. Billhimer, Jr., the current President and a director of MTR, as the Chief Operating Officer.

Resorts owns 96.1858% of ELLC. The remaining interests in ELLC are owned by Recreational Enterprises, Inc., a Nevada corporation (“REI”), and Hotel Casino Management, Inc., a Nevada corporation (“HCM”), both of whom are members of HoldCo.  A condition to closing the Mergers is that HCM and REI will have transferred their respective interests in ELLC to Resorts; provided that HCM and REI may retain in aggregate up to 3.8142% of ELLC if, on or before the closing date of the Merger, HCM and REI have entered into an agreement with NewCo and HoldCo (a “Retained Interest Agreement”), providing for the following transaction: (i) concurrently with, or prior to, the consummation of the HoldCo Merger, ELLC shall redeem all of Resorts’ interest in ELLC in exchange for a distribution to Resorts of a percentage of ELLC’s interest in Silver Legacy Joint Venture equal to Eldorado Resorts’ interest in ELLC immediately prior to such redemption such that (x) Resorts’ direct interest in Silver Legacy Joint Venture through such interest distributed by ELLC is equal to Resorts’ indirect interest in Silver Legacy Joint Venture immediately prior to such redemption, and (y) immediately after such redemption by ELLC, HCM and REI shall be the sole owners of ELLC; (ii) HCM and REI shall each grant to Resorts a right, exercisable for three months commencing on the first business day after the first anniversary of the closing date of the Mergers, to acquire from HCM and REI all of their interests in ELLC in exchange for the payment to HCM and REI of their respective pro rata portions of the Retained Consideration (defined below); and (iii) Resorts shall grant to each of HCM and REI a right, exercisable for three months commencing on the first business day after the second anniversary of the closing date of the Mergers, to put to Resorts all of their interests in ELLC in exchange for the payment to HCM and REI of their respective pro rata portions of the Retained Consideration.  The “Retained Consideration” means a number of shares of NewCo common stock equal to (A) the estimated value of HoldCo’s interest in Silver Legacy Joint Venture as of the date that the HoldCo Merger is consummated, multiplied by (B) the portion of the outstanding interests in ELLC (expressed as a percentage) represented by the interests in ELLC held by HCM and REI, divided by (C) $6.05. In addition, the number of shares of NewCo common stock issuable at the closing as Eldorado Merger Shares shall be reduced by the number of shares equal to the Retained Consideration.

The Merger Agreement contains representations and warranties of MTR, NewCo, Merger Sub A, and Merger Sub B, on the one hand, and HoldCo, on the other hand, that are qualified by the confidential disclosures provided to the other party in connection with the Merger Agreement. The Merger Agreement includes other affirmative and negative covenants of the parties, including covenants by MTR not to solicit alternative transactions or to enter into discussions concerning, or to provide confidential information in connection with, an alternative transaction, except under the circumstances permitted in the Merger Agreement. HoldCo covenants that, unless the Merger Agreement

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is otherwise terminated, it will not solicit an alternative transaction or initiate or enter into discussions concerning, or provide confidential information in connection with, an alternative transaction. However, HoldCo (through its subsidiaries) will be permitted to participate in any “buy-sell” procedure initiated with respect to the Silver Legacy Joint Venture in accordance with the Silver Legacy Joint Venture’s operating agreement. Additionally, HoldCo shall, at its own expense, dispose of, or sell or assign to a third party, all of its interests in Tamarack.

NewCo filed a proxy statement and prospectus on Form S-4 (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to solicit proxies from MTR stockholders in connection with the MTR stockholder vote necessary to approve the MTR Merger and to register the shares of NewCo common stock to be issued in connection with the Mergers. The Registration Statement was declared effective by the SEC on June 16, 2014.  Within forty days after the Registration Statement is declared effective by the SEC, the Merger Agreement provides that MTR will take all action necessary to call and hold a meeting of its stockholders to approve the Merger Agreement.  A special meeting of MTR’s stockholders was held on July 18, 2014 at which time the stockholders approved the Merger Agreement.  HoldCo members have unanimously approved the Merger Agreement.  The Board of Directors of MTR has also approved the Merger Agreement.

Completion of the Mergers is subject to a number of conditions, including the receipt of approval for listing the shares of NewCo common stock on Nasdaq and the receipt of regulatory approvals from gaming regulators in Pennsylvania and customary closing conditions.. On July 24, 2014, the Nevada State Gaming Control Board and the Nevada Gaming Commission approved the proposed combination.  On June 19, 2014, the Louisiana Gaming Control Board approved the proposed combination.  The combination has also been approved by horse racing regulators in West Virginia and the Ohio Lottery Commission. . The obligation of HoldCo and MTR to complete the Mergers is also conditioned on the combined adjusted EBITDA of MTR and HoldCo exceeding $115.0 million during the twelve months ending on the Report Date.  Management currently expects the Mergers to close in late third quarter of 2014.

The Merger Agreement, in addition to providing that the parties can mutually terminate the Merger Agreement, contains termination rights for MTR and HoldCo, as the case may be, including, among others, upon: (1) final, nonappealable denial of required regulatory approvals or injunction prohibiting the transactions contemplated by the Merger Agreement; (2) June 9, 2014, if the Mergers have not been completed by that time, provided that either party may extend the Merger Agreement for an additional 180 days, which on June 9, 2014, was extended by both parties, if the only unsatisfied conditions to closing are receipt of required regulatory approvals and/or receipt of required MTR stockholder approval (but only if the party exercising the extension has complied with its covenants under the Merger Agreement related to filing the Registration Statement and holding the MTR stockholder meeting where such approval is to be voted on); (3) the failure of HoldCo and MTR to achieve a combined adjusted EBITDA of $115.0 million during the twelve months ending on the Report Date; or (4) a breach by the other party that is not or cannot be cured within 30 days’ notice if such breach would result in a failure of the conditions to closing set forth in the Merger Agreement to be satisfied. MTR has the right to terminate the Merger Agreement under certain circumstances if MTR receives a superior acquisition proposal from a third party and, in the event of such termination, MTR would be obligated to pay HoldCo a termination fee of $6.0 million (the “Termination Fee”) plus HoldCo’s actual fees and expenses incurred in connection with the Mergers (the “Expense Reimbursement”) not to exceed $1.0 million. MTR would also be obligated to pay HoldCo the Expense Reimbursement, not to exceed $1.0 million, in the event that MTR stockholders do not approve the transaction at the meeting of MTR stockholders called for that purpose.

HoldCo has the right to terminate the Merger Agreement under certain other circumstances, including the amount of certain specified fees charged in connection with transferring certain gaming licenses is materially higher than such fees historically charged in connection with transactions of this type, unless MTR pays to HoldCo in cash the amount by which such amount exceeds such historically charged amount and increases the merger consideration payable to the HoldCo members by the amount of such excess.

The Mergers will be accounted for as a reverse acquisition of MTR by HoldCo under accounting principles generally accepted in the United States.  As a result, HoldCo will be considered the acquirer of MTR for accounting purposes.

During the six months ended June 30, 2014 and the year ended December 31, 2013, HoldCo incurred acquisition related expenses of $2.5 million and $3.2 million, respectively. Because HoldCo maintains no bank accounts or operations, these expenses were paid by Resorts on behalf of HoldCo. The 2014 amounts have been expensed in the accompanying unaudited consolidated statements of operations and comprehensive income in accordance with the applicable accounting guidance for business combinations; none of the 2013 expenses were

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incurred during the six months ended June 30, 2013.  In conjunction with the Mergers, certain members of senior management were rewarded, in August 2014, bonuses aggregating $2.4 million in connection with the performance of their obligations under the Merger Agreement.  Additionally, HoldCo agreed that each of the members of HoldCo and certain officers and senior managers of HoldCo would enter into non-competition agreements with NewCo to become effective at the closing of the Merger, which is currently expected to occur in the late third quarter of 2014.

Additional information regarding MTR, HoldCo, NewCo, Merger Sub A, Merger Sub B, and the Mergers are included in the Registration Statement. The Registration Statement (and other relevant materials that might be filed with the SEC from time to time) may be obtained free of charge at the SEC’s website at www.sec.gov. HoldCo, MTR and NewCo and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of MTR in connection with the proposed transaction. Information regarding the participants and other persons who may be deemed participants and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Registration Statement.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates incorporated into the Company’s unaudited condensed consolidated financial statements include estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated cash flows in assessing the recoverability of long-lived assets, self insurance reserves, players’ club liabilities, contingencies and litigation, claims and assessments, and fair value measurements related to the Company’s long-term debt.  Actual results could differ from these estimates.

Federal Income Taxes

As a limited liability company, HoldCo is not subject to income tax liability. Therefore, holders of membership interests will include their respective shares of HoldCo’s taxable income in their income tax returns and HoldCo will continue to make distributions for such tax liabilities. ES#2 has elected as a single member limited liability company to be taxed as a C Corporation. Current and deferred income taxes associated with ES#2 were not material.

Under the applicable accounting standards, the Company may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The accounting standards also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company has recorded no liability associated with uncertain tax positions at June 30, 2014 and December 31, 2013.

The operating agreement of HoldCo dated April 1, 2009 (the “HoldCo Operating Agreement”) obligates HoldCo to distribute each year for as long as it is not taxed as a corporation to each of its members an amount equal to such members’ allocable share of the taxable income of HoldCo multiplied by the highest marginal combined Federal, state and local income tax rate applicable to individuals for that year. During the three and six months ended June 30, 2014 and 2013, distributions of $0.6 million and $3.2 million, respectively, were made by Resorts, on behalf of HoldCo, to its members.  No distributions were made in the first quarter of each year.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-9, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition.  The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The standard is designed to create greater comparability for financial statement users across industries and jurisdictions and also requires enhanced disclosures.  The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016.  Early adoption is not permitted.  The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements.

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Fair Value of Financial Instruments

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows:

· Level 1: Quoted market prices in active markets for identical assets or liabilities.

· Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

· Level 3: Unobservable inputs that are not corroborated by market data.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments for which it is practical to estimate fair value:

Cash and Cash Equivalents:  The carrying amounts approximate the fair values given its characteristics.

Restricted Cash:  The credit support deposit is classified as Level 1 as its carrying value approximates market prices.

Advances to Unconsolidated Affiliate:  The $7.5 million note receivable due to ELLC from the Silver Legacy Joint Venture (see Note 2) is classified as Level 2 based upon market-based inputs.

Long-term Debt: The 8.625% Senior Secured Notes due 2019 (the “Senior Secured Notes” — see Note 5) are classified as Level 2, as there is limited market activity. The fair values of the Company’s long-term debt have been calculated based on management’s estimates of the borrowing rates available as of June 30, 2014 and December 31, 2013 for debt with similar terms and maturities.

Term Loan:  Our term loan under the credit facility (see Note 5) is classified as Level 2 as it is tied to market rates of interest and its carrying value approximates market value.

The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands):

Subsequent Events

The Company has evaluated subsequent events through the date of this report and determined there was no subsequent event identified during the evaluation.

2.              Investment in Unconsolidated Affiliates

Effective March 1, 1994, ELLC and Galleon, (each a “Partner” and, together, the “Partners”), entered into the Silver Legacy Joint Venture pursuant to a joint venture agreement (the “Original Joint Venture Agreement” and, as amended to date, the “Joint Venture Agreement”) to develop the Silver Legacy. The Silver Legacy consists of a casino and hotel located in Reno, Nevada, which began operations on July 28, 1995.  Each partner owns a 50% interest in the Silver Legacy Joint Venture.

On March 5, 2002, the Silver Legacy Joint Venture and its wholly owned finance subsidiary, Silver Legacy

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Capital Corp., issued $160 million principal amount of 101/8% mortgage notes due March 1, 2012 (the “Silver Legacy Notes”).  The Silver Legacy Notes were secured by a security interest in substantially all of the existing and future assets and pledges of each of the Partners’ interests in the Silver Legacy Joint Venture and were nonrecourse to the Company.  The Silver Legacy Notes matured on March 1, 2012 and the Silver Legacy Joint Venture did not make the principal and interest payment due on such date.  On May 17, 2012, the Silver Legacy Joint Venture and Silver Legacy Capital Corp. (the “Silver Legacy Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code and on June 1, 2012 the Silver Legacy Debtors filed a joint plan of reorganization, which was subsequently amended on June 29, 2012 and August 8, 2012 (the “Plan of Reorganization”).  On October 23, 2012, an order of confirmation relating to the Plan of Reorganization was entered by the bankruptcy court. The effective date, as defined in the Plan of Reorganization, occurred on November 16, 2012.  Concurrently, the Silver Legacy Joint Venture closed on its new debt facilities and issued its new subordinated debt owed to its partners.  All creditors were paid under the terms of the Plan of Reorganization (with the exception of the quarterly installment payments to certain general unsecured creditors which were paid in full by November 16, 2013) and the Silver Legacy Joint Venture emerged from bankruptcy.  A final hearing was held and the Chapter 11 case closed on March 20, 2013.

On December 16, 2013, the Silver Legacy Joint Venture entered into a new senior secured term loan facility totaling $90.5 million (the “New Silver Legacy Credit Facility”) to refinance its indebtedness under its then existing senior secured term loan and Silver Legacy Second Lien Notes.  The proceeds from the New Silver Legacy Credit Facility, in addition to $7.0 million of operating cash flows, were used to repay $63.8 million representing principal and interest outstanding under the Silver Legacy Credit Facility, $31.7 million representing principal and interest related to the extinguishment of the Silver Legacy Second Lien Notes and $2.0 million in fees and expenses associated with the transactions.  The New Silver Legacy Credit Facility consists of a $60.5 million first-out tranche term loan and a $30.0 million last-out tranche term loan.  The New Silver Legacy Credit Facility matures on November 16, 2017 which was the maturity date of the original Silver Legacy credit facility.

Under the Plan of Reorganization, each of ELLC and Galleon retained its 50% interest in the Silver Legacy Joint Venture, but was required to advance $7.5 million to the Silver Legacy Joint Venture pursuant to a subordinated loan and provide credit support by depositing $5.0 million of cash into a bank account as collateral in favor of the lender under the Silver Legacy Joint Venture credit agreement.  The $7.5 million note receivable from ELLC to the Silver Legacy Joint Venture was issued on November 16, 2012 with a stated interest rate of 5% per annum and a maturity date of May 16, 2018 and is included on the accompanying unaudited consolidated balance sheets in Investment in and Advances to Unconsolidated Affiliates at June 30, 2014 and December 31, 2013.  Payment of any interest or principal under the loan is subordinate to the senior indebtedness of the Silver Legacy Joint Venture.  Accrued interest under the loan will be added to the principal amount of the loan and may not be paid unless principal of the loan may be paid in compliance with the terms of the senior indebtedness outstanding or at maturity.  The $5.0 million collateral deposit by ELLC is included as non-current restricted cash in the accompanying unaudited consolidated balance sheets at June 30, 2014 and December 31, 2013.

As a result of the Company’s identification of triggering events, a non-cash impairment charges of $33.1 million was recognized in 2011 for its investment in the Silver Legacy Joint Venture. Such impairment charges eliminated the Company’s remaining investment in the Silver Legacy Joint Venture. As a result of the elimination of its remaining investment in the Silver Legacy Joint Venture, the Company discontinued the equity method of accounting for its investment in the Silver Legacy Joint Venture until the fourth quarter of 2012 when additional investments in the Silver Legacy Joint Venture were made. At such time, the Company recognized its share of the Silver Legacy Joint Venture’s suspended net losses not recognized during the period the equity method of accounting was discontinued and resumed the equity method of accounting for its investment.

Equity in income related to the Silver Legacy Joint Venture for the three and six months ended June 30, 2014 amounted to $1.9 million and $1.3 million, respectively.  Equity in income related to the Silver Legacy Joint Venture for the three and six months ended June 30, 2013 amounted to $1.7 million and $0.7 million, respectively.

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Summarized information for the Company’s investment in and advances to the Silver Legacy Joint Venture for the six months ended June 30, 2014 and year ended December 31, 2013 are as follows (in thousands):

Certain reclassifications have been made to the Silver Legacy 2013 balance sheet which had no effect on previously reported net income,  Summarized balance sheet information for the Silver Legacy Joint Venture is as follows (in thousands):

Summarized results of operations for the Silver Legacy Joint Venture are as follows (in thousands):

Resorts owns a 21.25% interest in Tamarack, which owns and operates Tamarack Junction, a small casino in south Reno, Nevada.  Donald L. Carano (“Carano”), who is the presiding member of Resorts’ Board of Managers and the Chief Executive Officer of Resorts, owns a 26.25% interest in Tamarack.  Four members of Tamarack, including Resorts and three unaffiliated third parties, manage the business and affairs of Tamarack Junction.  At June 30, 2014 and December 31, 2013, Resorts’ financial investment in Tamarack was $5.4 million and $5.3 million, respectively.  Resorts’ capital contribution to Tamarack represents its proportionate share of the total capital contributions of the members.  Additional capital contributions of the members, including Resorts, may be required for certain purposes, including the payment of operating costs and capital expenditures or the repayment of loans, to the extent such costs are not funded by prior capital contributions and earnings.  The Company’s investment in Tamarack is accounted for using the equity method of accounting.  Equity in income related to Tamarack for the three and six months ended June 30, 2014 of $0.2 million and $0.5 million, respectively, and for the three and six months ended June 30, 2013 of $0.3 million and $0.5 million, respectively, is included as a component of operating income.

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As a closing condition to the merger transaction discussed in Note 1, the Company will be required to dispose of its interest in Tamarack prior to closing which is expected to occur in the late third quarter of 2014.

Summarized information for the Company’s equity in Tamarack for the six months ended June 30, 2014 and year ended December 31, 2014 are as follows (in thousands):

Summarized balance sheet information for Tamarack is as follows (in thousands):

Summarized unaudited results of operations for Tamarack is as follows (in thousands):

3.              Other and Intangible Assets, net

Other and intangible assets, net, include the following amounts (in thousands):

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Amortization of bond and loan costs is computed using the straight-line method, which approximates the effective interest method, over the term of the bonds or loans, respectively, and is included in interest expense on the accompanying unaudited consolidated statements of operations and comprehensive income.  Amortization expense with respect to deferred financing costs amounted to $213,000 for each of the three months ended June 30, 2014 and 2013 and $427,000 for each of the six months ended June 30, 2014 and 2013.  Such amortization expense is expected to be $427,000 during the remainder of 2014, $854,000 during each of the years ended December 31, 2015 through 2018 and $355,000 during 2019.

The Eldorado Shreveport gaming license, recorded at $20.6 million at both June 30, 2014 and December 31, 2013, is an intangible asset acquired from the purchase of a gaming entity located in a gaming jurisdiction where competition is limited, such as when only a limited number of gaming operators are allowed to operate. Gaming license rights are not subject to amortization as the Company has determined that they have an indefinite useful life.

4.              Accrued and Other Liabilities

Accrued and other liabilities consist of the following (in thousands):

5.              Long-Term Debt

Long-term debt consists of the following (in thousands):

Scheduled maturities of long-term debt are $168.0 million in 2019.

On June 1, 2011, Resorts and Capital completed the issuance of $180 million of 8.625% Senior Secured Notes due June 15, 2019 (the “Senior Secured Notes”).  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.

The indenture relating to the Senior Secured Notes contains various restrictive covenants including, restricted payments and investments, additional liens, transactions with affiliates, covenants imposing limitations on additional debt, dispositions of property, mergers and similar transactions.  As of June 30, 2014, the Company was in compliance with all of the covenants under the indenture relating to the Senior Secured Notes.

The Senior Secured Notes are unconditionally guaranteed, jointly and severally, by all of the Company’s current and future domestic restricted subsidiaries other than Capital (collectively, the “Guarantors”).  ELLC is the only unrestricted subsidiary as of the closing date.  The Silver Legacy Joint Venture and Tamarack are not subsidiaries and did not guarantee the Senior Secured Notes.  The Senior Secured Notes are secured by a first priority security interest on substantially all of the Company’s current and future assets (other than certain excluded assets, including gaming licenses and the Company’s interests in ELLC, the Silver Legacy Joint Venture and Tamarack).  Such security interests are junior to the security interests with respect to obligations of Resorts and the Guarantors under

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the Secured Credit Facility.  In addition, all of the membership interests in Resorts and equity interests in the Guarantors are subject to a pledge for the benefit of the holders of the Senior Secured Notes.

The Company may redeem some or all of the Senior Secured Notes prior to June 15, 2015 at a redemption price of 100% of the principal amount thereof plus a “make whole premium” together with accrued and unpaid interest thereon.  On or after June 15, 2015, the Company may redeem the Senior Secured Notes at the following redemption prices (expressed as a percentage of principal amount) plus any accrued and unpaid interest thereon:

On June 1, 2011, Resorts entered into a new $30 million senior secured revolving credit facility (the “Secured Credit Facility”) available until May 30, 2014 consisting of a $15 million term loan requiring principal payments of $1.25 million each quarter beginning September 30, 2011 (the “Term Loan”) and a $15 million revolving credit facility.  The Term Loan was repaid during the second quarter of 2014.  At December 31, 2013, outstanding principal amount under on the Term Loan was $2.5 million. Resorts did not renew the Secured Credit Facility when it matured on May 30, 2014.

6.              Commitments and Contingencies

The Company is subject to various legal and administrative proceedings relating to personal injuries, employee actions and employment matters, commercial transactions and other matters arising in the normal course of business. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate the risks of such proceedings. However, such proceedings can be costly, time consuming and unpredictable and, therefore, no assurance can be given that the final outcome of such proceedings may not materially impact its consolidated financial position, results of operations or cash flows. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover expenses arising from such matters. The Company does not believe that the final outcome of these matters will have a material adverse effect on its consolidated financial position, results of operations or cash flows.

Since the announcement of the Mergers, three class action lawsuits have been filed by purported stockholders of MTR challenging the Mergers. All three cases were filed in the Delaware Court of Chancery. The first case was filed on September 23, 2013 and is captioned Harris v. MTR Gaming Group, Inc., et al., Case No. 8937-VCG (the “Harris Case”); the second case was filed on September 27, 2013 and is captioned Julian v. MTR Gaming Group, Inc., et al., Case No. 8950-VCG (the “Julian Case”); and the third case was filed on October 14, 2013 and is captioned Morse v. MTR Gaming, Inc., et al., Case No. 9001 (the “Morse Case”). These cases, which purport to be brought as class actions on behalf of all MTR stockholders, excluding the members of MTR’s board of directors, alleges that the consideration that stockholders will receive in connection with the merger is inadequate and that MTR’s directors breached their fiduciary duties to stockholders in negotiating and approving the merger agreement. The complaint in the Harris Case also alleges that MTR and the Company aided and abetted the alleged breaches by MTR’s directors. The complaints in the Julian and Morse Cases alleged that MTR, NewCo, Merger Sub A, Merger Sub B, HoldCo, Gary Carano, Thomas Reeg and Robert T. Jones aided and abetted the alleged breaches by MTR’s directors. The three complaints, which are now consolidated, seek various forms of relief including injunctive relief that would, if granted, prevent the merger from being consummated in accordance with the agreed-upon terms. The defendants believe that the allegations are without merit and intend to defend the actions vigorously.  On April 16, 2014, the defendants filed a motion to dismiss the consolidated complaint.

In March 2008, the Nevada Supreme Court ruled, in a case involving another gaming company, that food and non-alcoholic beverages purchased for use in providing complimentary meals to customers and to employees were exempt from use tax.  The Company had previously paid use tax on these items and had generally filed for refunds for the periods from January 2001 to February 2008 related to this matter, which refunds had not been paid. The Company claimed the exemption on sales and use tax returns for periods after February 2008 in light of this Nevada Supreme Court decision and had not accrued or paid any sales or use tax for those periods. In June 2013, the Company and other similarly situated companies entered into a global settlement agreement with the Nevada Department of Taxation (the “Taxation Department”) that, when combined with the contemporaneous passage of legislation governing the prospective treatment of complimentary meals (“AB 506”), resolved all matters concerning

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the prior and future taxability of such meals.  AB 506 provides that complimentary meals provided to customers and employees after the effective date of the bill are not subject to either sales or use tax. Under the terms of the global settlement, the Company agreed to withdraw its refund requests and the Taxation Department agreed to drop its assertion that sales tax was due on such meals up to the effective date of AB 506. Since the Company did not previously accrue either the claims for refund of use taxes or any liability for sales taxes that the Taxation Department may have asserted prior to entering the global settlement agreement, there is no financial statement impact of entering into the settlement agreement.

In 2002, the Company entered into a professional services agreement on a contingency fee basis arrangement with a third party advisory group to obtain refunds or credits for the aforementioned overpaid sales and use taxes. In August 2013, the Company received a letter from the advisory group seeking payment of approximately $890,000 for unsubstantiated services rendered in connection with the settlement agreement reached in AB 506 and is seeking contingency fees for taxes resolved by legislation from February 2008 and for future taxes through 2019 that will not materialize. The Company denies any obligations under the contingent fee basis claim as no amounts were recovered by the Company under the terms of the agreement.

7.              Related Parties

As of June 30, 2014, the Company’s receivables and payables to related parties amounted to $0.4 million and ($0.1) million, respectively.  As of December 31, 2013, the Company’s receivables and payables to related parties amounted to $0.4 million and ($0.2) million, respectively.

8.              Segment Information

The following table sets forth, for the period indicated, certain operating data for our reportable segments.  Management reviews our operations by our geographic gaming market segments:  Eldorado Reno and Eldorado Shreveport.

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