Station Casinos LLC - FORM 10-Q - August 12, 2015

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EX-31.1 - EXHIBIT 31.1 - Station Casinos LLCstation-06302015xex311cert.htm
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EX-31.2 - EXHIBIT 31.2 - Station Casinos LLCstation-06302015xex312cert.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
þ    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
For the quarterly period ended June 30, 2015
OR
¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to     
Commission file number 000-54193
STATION CASINOS LLC
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
27-3312261
(I.R.S. Employer
Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada
(Address of principal executive offices)
89135
(Zip Code)
(702) 495-3000
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 þ    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ    No o
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 definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
 (Do not check if a
smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No þ
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ    No o 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of July 31, 2015, 100 shares of the registrant's voting units were outstanding and 100 shares of the registrant's non-voting units were outstanding.


STATION CASINOS LLC
INDEX

 
 
 
 
 
 
 
 
 
 



Part I. Financial Information
Item 1. Financial Statements
STATION CASINOS LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except units data)

 
June 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
113,798

 
$
121,965

Restricted cash
1,067

 
1,067

Receivables, net
42,885

 
34,852

Inventories
8,959

 
9,960

Prepaid gaming tax
22,400

 
19,426

Prepaid expenses and other current assets
10,721

 
7,538

Current assets of discontinued operations
222

 
1,746

Assets held for sale
6,569

 
—

Total current assets
206,621

 
196,554

Property and equipment, net of accumulated depreciation of $422,127 and $374,738 at
 June 30, 2015 and December 31, 2014, respectively
2,116,924

 
2,135,908

Goodwill
195,676

 
195,676

Intangible assets, net of accumulated amortization of $59,480 and $50,313 at
 June 30, 2015 and December 31, 2014, respectively
159,165

 
168,332

Land held for development
186,920

 
202,222

Investments in joint ventures
14,880

 
18,180

Native American development costs
10,956

 
9,619

Other assets, net
45,960

 
47,850

Total assets
$
2,937,102

 
$
2,974,341

LIABILITIES AND MEMBERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
23,770

 
$
25,938

Accrued interest payable
14,092

 
15,049

Other accrued liabilities
117,333

 
123,297

Current portion of long-term debt
78,759

 
80,892

Current liabilities of discontinued operations
101

 
366

Total current liabilities
234,055

 
245,542

Long-term debt, less current portion
2,004,523

 
2,065,707

Deficit investment in joint venture
2,315

 
2,339

Interest rate swap and other long-term liabilities, net
22,047

 
15,585

Total liabilities
2,262,940

 
2,329,173

Commitments and contingencies (Note 9)

 

Members' equity:
 
 
 
Voting units; 100 units authorized, issued and outstanding
—

 
—

Non-voting units; 100 units authorized, issued and outstanding
—

 
—

Additional paid-in capital
648,226

 
653,843

Accumulated other comprehensive loss
(5,599
)
 
(7,099
)
Retained earnings (accumulated deficit)
7,543

 
(27,750
)
Total Station Casinos LLC members' equity
650,170

 
618,994

Noncontrolling interest
23,992

 
26,174

Total members' equity
674,162

 
645,168

Total liabilities and members' equity
$
2,937,102

 
$
2,974,341


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

3




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Operating revenues:
 
 
 
 
 
 
 
Casino
$
229,672

 
$
221,602

 
$
463,737

 
$
447,245

Food and beverage
62,860

 
59,543

 
128,086

 
120,589

Room
31,255

 
28,884

 
62,646

 
57,264

Other
18,642

 
18,461

 
35,822

 
35,537

Management fees
21,025

 
17,058

 
40,975

 
34,444

Gross revenues
363,454

 
345,548

 
731,266

 
695,079

Promotional allowances
(25,636
)
 
(23,801
)
 
(50,679
)
 
(46,855
)
Net revenues
337,818

 
321,747

 
680,587

 
648,224

Operating costs and expenses:
 
 
 
 
 
 
 
Casino
87,147

 
84,150

 
172,178

 
169,116

Food and beverage
40,374

 
39,403

 
81,754

 
79,502

Room
11,302

 
11,425

 
23,090

 
22,715

Other
6,906

 
7,858

 
13,038

 
14,678

Selling, general and administrative
76,083

 
71,731

 
147,330

 
142,145

Preopening
286

 
144

 
414

 
173

Depreciation and amortization
35,775

 
32,134

 
70,932

 
63,692

Management fee expense
12,986

 
12,133

 
26,578

 
24,673

Asset impairment
2,001

 
—

 
2,001

 
—

Write-downs and other charges, net
(3,113
)
 
14,497

 
(100
)
 
16,022

 
269,747

 
273,475

 
537,215

 
532,716

Operating income
68,071

 
48,272

 
143,372

 
115,508

Earnings from joint ventures
407

 
585

 
817

 
1,026

Operating income and earnings from joint ventures
68,478

 
48,857

 
144,189

 
116,534

Other (expense) income:
 
 
 
 
 
 
 
Interest expense, net
(36,305
)
 
(37,131
)
 
(72,600
)
 
(76,759
)
Loss on extinguishment of debt
—

 
—

 
—

 
(4,132
)
Gain on Native American development
—

 
49,074

 
—

 
49,074

Change in fair value of derivative instruments
(1
)
 
(71
)
 
(4
)
 
(73
)
 
(36,306
)
 
11,872

 
(72,604
)
 
(31,890
)
Net income from continuing operations
32,172

 
60,729

 
71,585

 
84,644

Discontinued operations
(33
)
 
(6,120
)
 
(165
)
 
(16,448
)
Net income
32,139

 
54,609

 
71,420

 
68,196

Less: net income (loss) attributable to noncontrolling interests
2,323

 
(752
)
 
3,782

 
(2,449
)
Net income attributable to Station Casinos LLC
$
29,816

 
$
55,361

 
$
67,638

 
$
70,645


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

4




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(amounts in thousands, unaudited)

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income
$
32,139

 
$
54,609

 
$
71,420

 
$
68,196

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gain (loss) on interest rate swaps:
 
 
 
 
 
 
 
Unrealized loss arising during period
(1,042
)
 
(4,190
)
 
(4,788
)
 
(6,257
)
Reclassification of unrealized loss on interest rate swaps into operations
3,068

 
3,234

 
6,165

 
6,507

Unrealized gain (loss) on interest rate swaps, net
2,026

 
(956
)
 
1,377

 
250

Unrealized gain (loss) on available-for-sale securities:
 
 
 
 
 
 
 
Unrealized loss arising during the period
(26
)
 
(24
)
 
(78
)
 
(21
)
Reclassification of other-than-temporary impairment of available-for-sale securities into operations
201

 
—

 
201

 
—

Unrealized gain (loss) on available-for-sale securities, net
175

 
(24
)
 
123

 
(21
)
Other comprehensive income (loss)
2,201

 
(980
)
 
1,500

 
229

Comprehensive income
34,340

 
53,629

 
72,920

 
68,425

Less: comprehensive income (loss) attributable to noncontrolling interests
2,323

 
(752
)
 
3,782

 
(2,449
)
Comprehensive income attributable to
Station Casinos LLC
$
32,017

 
$
54,381

 
$
69,138

 
$
70,874


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


5




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands, unaudited)

 
Six Months Ended June 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
71,420

 
$
68,196

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
70,932

 
66,675

Change in fair value of derivative instruments
4

 
73

Amortization of deferred losses on derivative instruments
6,165

 
6,507

Write-downs and other charges, net
(1,510
)
 
15,135

Asset impairment
2,001

 
—

Amortization of debt discount and debt issuance costs
9,219

 
8,732

Interest—paid in kind
2,101

 
2,046

Share-based compensation
1,388

 
1,538

Earnings from joint ventures
(817
)
 
(1,026
)
Distributions from joint ventures
903

 
799

Loss on extinguishment of debt
—

 
4,132

Gain on Native American development
—

 
(49,074
)
Changes in assets and liabilities:
 
 
 
Receivables, net
5,269

 
(813
)
Inventories and prepaid expenses
(5,766
)
 
(5,066
)
Accounts payable
439

 
2,239

Accrued interest payable
(926
)
 
(838
)
Other accrued liabilities
(1,009
)
 
(10,064
)
Other, net
488

 
846

Net cash provided by operating activities
160,301

 
110,037

Cash flows from investing activities:
 
 
 
Capital expenditures, net of related payables
(50,648
)
 
(42,422
)
Proceeds from asset sales
8,209

 
318

Investments in joint ventures
(41
)
 
(3,418
)
Distributions in excess of earnings from joint ventures
484

 
99

Proceeds from repayment of Native American development costs
—

 
66,048

Native American development costs
(1,219
)
 
(1,125
)
Other, net
(1,742
)
 
833

Net cash (used in) provided by investing activities
(44,957
)
 
20,333


6




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(amounts in thousands, unaudited)
 
Six Months Ended June 30,
 
2015
 
2014
Cash flows from financing activities:
 
 
 
Payments under credit agreements with original maturities greater than three months
(70,754
)
 
(59,152
)
Distributions to members and noncontrolling interests
(45,314
)
 
(53,348
)
Payment of debt issuance costs
—

 
(2,454
)
Payments on derivative instruments with other-than-insignificant financing elements
(5,040
)
 
(5,461
)
Capital contributions from noncontrolling interests
—

 
7,266

Other, net
(2,918
)
 
(1,307
)
Net cash used in financing activities
(124,026
)
 
(114,456
)
Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
 
 
 
(Decrease) increase in cash and cash equivalents
(8,682
)
 
15,914

Balance, beginning of period
122,702

 
137,621

Balance, end of period
$
114,020

 
$
153,535

Supplemental cash flow disclosures:
 
 
 
Cash paid for interest
$
60,855

 
$
63,567

Non-cash investing and financing activities:
 
 
 
Capital expenditures incurred but not yet paid
$
15,291

 
$
12,145

Proceeds from asset sales included in accounts receivable
$
12,482

 
$
—


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

7




STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.    Organization, Basis of Presentation and Significant Accounting Policies
    
Organization    

Station Casinos LLC, a Nevada limited liability company (the "Company" or "Station"), is a gaming and entertainment company that owns and operates nine major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. The Company also manages a casino in Sonoma County, California and a casino in Allegan County in southwestern Michigan, both on behalf of Native American tribes.

Basis of Presentation

The accompanying condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10–K for the year ended December 31, 2014.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Significant estimates incorporated into the Company's condensed consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated cash flows and other factors used in assessing the recoverability of goodwill, intangible assets and other long-lived assets, the estimated reserve for self-insured insurance claims, the estimated costs associated with the Company's player rewards program and the estimated liabilities related to litigation, claims and assessments. Actual results could differ from those estimates.

Principles of Consolidation
The amounts shown in the accompanying condensed consolidated financial statements include the accounts of the Company and its controlled subsidiaries and MPM Enterprises, LLC ("MPM"), which is a 50% owned, consolidated variable interest entity ("VIE") that manages Gun Lake Casino. All significant intercompany accounts and transactions have been eliminated.
The Company consolidates MPM because it directs the activities of MPM that most significantly impact MPM's economic performance and has the right to receive benefits and the obligation to absorb losses that are significant to MPM. The assets of MPM reflected in the Company's Condensed Consolidated Balance Sheets at June 30, 2015 and December 31, 2014 included intangible assets of $26.8 million and $31.9 million, respectively, and receivables of $2.7 million and $3.2 million, respectively. MPM's assets may be used only to settle MPM's obligations, and MPM's beneficial interest holders have no recourse to the general credit of the Company.

The Company has various other investments in 50% owned joint ventures which are accounted for using the equity method, including its three 50% owned smaller casino properties. In April 2015, the Company sold its 50% investment in a joint venture which owns undeveloped land in North Las Vegas. Equity method investments at June 30, 2015 and December 31, 2014 also included $7.2 million and $8.8 million, respectively, of investments in certain restaurants at the Company's properties which are considered to be VIEs, of which Station is not the primary beneficiary.

Third party holdings of equity interests in the Company's consolidated subsidiaries are referred to herein as noncontrolling interests. The portion of net income (loss) attributable to noncontrolling interests is presented separately in the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Comprehensive Income, and the

8



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

portion of members' equity attributable to noncontrolling interests is presented separately on the Condensed Consolidated Balance Sheets.

Discontinued Operations

During the fourth quarter of 2014, the Company's majority-owned consolidated subsidiary, Fertitta Interactive LLC ("Fertitta Interactive"), ceased operations. The results of operations of Fertitta Interactive are reported in discontinued operations in the Condensed Consolidated Statements of Income for all periods presented, and the assets and liabilities of Fertitta Interactive are reported separately in the Condensed Consolidated Balance Sheets. The Condensed Consolidated Statements of Cash Flows have not been adjusted for discontinued operations. See Note 2 for additional information.

Assets Held for Sale

The Company classifies assets as held for sale when an asset or asset group meets all of the held for sale criteria in the accounting guidance for impairment and disposal of long-lived assets. Assets held for sale are initially measured at the lower of carrying amount or fair value less cost to sell. At June 30, 2015, assets held for sale primarily represented undeveloped land in Las Vegas that is expected to be sold within one year.

Income Taxes

The Company is a limited liability company treated as a partnership for income tax purposes and as such, is a pass-through entity and is not liable for income tax in the jurisdictions in which it operates. Accordingly, no provision for income taxes has been made in the condensed consolidated financial statements and the Company has no liability associated with uncertain tax positions.

Significant Accounting Policies

A description of the Company's significant accounting policies is included in Item 8 of its Annual Report on Form 10–K for the year ended December 31, 2014.

Recently Issued and Recently Adopted Accounting Standards

In April 2014, the Financial Accounting Standards Board ("FASB") issued amended accounting guidance that changes the criteria for reporting discontinued operations and expands disclosure requirements for disposals that do not meet the discontinued operations criteria. The Company adopted this guidance in the first quarter of 2015, and the adoption did not have a material impact on the Company's financial position or results of operations.

In May 2014, the FASB issued a new accounting standard for revenue recognition which requires entities to recognize revenue when it transfers 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 new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. The Company will adopt this guidance in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations, and has not yet determined which adoption method it will elect.

In April 2015, the FASB issued amended accounting guidance that changes the balance sheet presentation of debt issuance costs. Under the amended guidance, debt issuance costs will be presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. For public companies, the new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 (including interim periods within those fiscal years), and is required to be applied on a retrospective basis. Early adoption is permitted. The Company expects to early adopt this guidance as of December 31, 2015. Upon adoption, approximately $18 million in debt issuance costs which are currently

9



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

included in other assets will be reclassified as a direct deduction from the related debt liabilities. The adoption will have no effect on the Company's results of operations.

A variety of proposed or otherwise potential accounting guidance is currently under study by standard-setting organizations and certain regulatory agencies. Due to the tentative and preliminary nature of such proposed accounting guidance, the Company has not yet determined the effect, if any, that the implementation of such proposed accounting guidance will have on its condensed consolidated financial statements.

2.        Fertitta Interactive

The Company's majority-owned consolidated subsidiary, Fertitta Interactive, ceased operations during the fourth quarter of 2014. Fertitta Interactive previously operated online gaming in New Jersey and online poker in Nevada under the Ultimate Gaming and Ultimate Poker brands, respectively.

    The results of Fertitta Interactive have been reported as discontinued operations in the accompanying Condensed Consolidated Statements of Income for all periods presented. Following is an analysis of discontinued operations (amounts in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues
$
—

 
$
2,404

 
$
—

 
$
5,198

Costs and expenses
33

 
8,524

 
165

 
21,646

Net loss from discontinued operations
(33
)
 
(6,120
)
 
(165
)
 
(16,448
)
Less: net loss from discontinued operations attributable
 to noncontrolling interests
(14
)
 
(2,682
)
 
(70
)
 
(7,217
)
Net loss from discontinued operations attributable to
Station Casinos LLC
$
(19
)
 
$
(3,438
)
 
$
(95
)
 
$
(9,231
)

The assets and liabilities of Fertitta Interactive are reported separately in the Condensed Consolidated Balance Sheets. The major classes of assets of discontinued operations are presented below (amounts in thousands):
 
June 30, 2015
 
December 31, 2014
Cash
$
222

 
$
737

Accounts receivable and other
—

 
1,009

Total assets
$
222

 
$
1,746

    
Fertitta Interactive's current liabilities at June 30, 2015 and December 31, 2014 consisted primarily of accounts payable, accrued expenses and gaming-related liabilities.

3.    Native American Development

Following is information about the Company's Native American development activities.
    
North Fork Rancheria of Mono Indian Tribe

The Company has development and management agreements with the North Fork Rancheria of Mono Indians (the "Mono"), a federally-recognized Indian tribe located near Fresno, California, which were entered into in 2003. Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility (the "North Fork Project") to be located on a 305-acre parcel of land on Highway 99 north of the city of Madera, California (the "North Fork Site"), which was taken into trust for the benefit of the Mono by the Department of the Interior ("DOI") on February 5, 2013.

As currently contemplated, the North Fork Project is expected to include approximately 2,000 slot machines, approximately 40 table games and several restaurants. Development of the North Fork Project is subject to certain

10



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

governmental and regulatory approvals, including, but not limited to, approval of the management agreement by the Chairman of the National Indian Gaming Commission ("NIGC").
    
The Company and the Mono entered into the Second Amended and Restated Development Agreement (the "Development Agreement") in August 2014, under which the Company will receive a development fee of 4% of the costs of construction and the costs of development (both as defined in the Development Agreement). Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. Prior to obtaining third-party financing, the Company will contribute significant financial support to the North Fork Project. Through June 30, 2015, the Company has paid approximately $26.1 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, secure the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of third-party financing or from the Mono's gaming revenues; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company's adoption of fresh-start reporting in 2011. At June 30, 2015, the carrying amount of the advances was $11.0 million.


11



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The following table outlines the Company's evaluation at June 30, 2015 of each of the critical milestones necessary to complete the North Fork Project.
 
As of June 30, 2015
Federally recognized as a tribe by the Bureau of Indian Affairs ("BIA")
Yes
Date of recognition
No later than 1916. Federal recognition was terminated in 1961 and restored in 1983. There is currently no evidence to suggest that recognition might be terminated in the future.
Tribe has possession of or access to usable land upon which the project is to be built
The Department of the Interior ("DOI") accepted approximately 305 acres of land into trust for the benefit of the Mono on February 5, 2013.
Status of obtaining regulatory and governmental approvals:
 
Tribal–state compact
A compact was negotiated and signed by the Governor of California and the Mono on August 31, 2012 (the “Compact”). The Compact was ratified by the California State Assembly and Senate on May 2, 2013 and June 27, 2013, respectively. Opponents of the North Fork Project qualified a referendum, "Proposition 48," for a state-wide ballot challenging the legislature’s ratification of the Compact. On November 4, 2014, Proposition 48 failed. The project’s opponents contend that the failure of Proposition 48 nullified the ratification of the Compact and, therefore, the Compact is not in effect. On March 17, 2015, the Mono filed suit against the State of California (see North Fork Rancheria of Mono Indians v. State of California) to obtain a compact with the State or procedures from the Assistant Secretary of the Interior for Indian Affairs under which Class III gaming may be conducted on the North Fork Site. On May 6, 2015, the State of California filed its answer to the Mono’s complaint. No assurances can be provided as to whether the Mono will be successful in obtaining a tribal-state compact or Secretarial procedures to conduct Class III gaming on the North Fork Site.

Approval of gaming compact by DOI
The Compact was submitted to the DOI on July 19, 2013. The Company believes that the Compact became effective as a matter of federal law on October 22, 2013.
Record of decision regarding environmental impact published by BIA
On November 26, 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. On December 3, 2012, the Notice of Intent to take land into trust was published in the Federal Register.
BIA accepting usable land into trust on behalf of the tribe
The North Fork Site was accepted into trust on February 5, 2013.

Approval of management agreement by NIGC
Approval of the Second Amended and Restated Management Agreement by the NIGC is expected to occur following the Mono's written request for such approval. The Company believes the Second Amended and Restated Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act.
Gaming licenses:
 
Type
Current plans for the North Fork Project include Class II and Class III gaming, which requires that a compact be in effect and that the Company's Second Amended and Restated Management Agreement be approved by the NIGC.
Number of gaming devices allowed
The Compact permits a maximum of 2,000 Class III slot machines at the facility. There is no limit on the number of Class II gaming devices that the Mono can offer.
Agreements with local authorities
The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.

Stand Up For California! v. Brown. On February 27, 2014, the Mono filed a Cross-Complaint against the State alleging that the referendum was invalid and unenforceable to the extent it purports to overturn the ratification of the Compact. Oral argument on the Mono’s Cross-Complaint was held on June 19, 2014 and on June 26, 2014 the court dismissed the Mono’s Cross-Complaint.  On September 4, 2014, the Mono timely filed their notice of appeal of the dismissal of the Cross-Complaint. On June 15, 2015, the Mono filed their opening appellate brief; plaintiffs’ and the State’s reply briefs are due no later than August 31, 2015.

North Fork Rancheria of Mono Indians v. State of California. On March 17, 2015, the Mono filed a complaint against the State of California (the "State") alleging that the State has violated 25 U.S.C. Section 2710(d)(7) et. seq. by failing to negotiate with the Mono in good faith to enter into a tribal-state compact governing Class III gaming on the Mono’s Indian

12



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

lands. The suit seeks a declaration that the State has failed to negotiate in good faith to enter into an enforceable tribal-state compact and an order directing the State to conclude an enforceable tribal-state compact within 60 days or submit to mediation. On May 6, 2015, the State filed its answer to the Mono's complaint. On July 17, 2015, the Chowchilla (Chaushilha) Tribe of Yokuts ("Chowchilla"), a group that is not federally recognized, filed a motion to intervene in this case. On August 3, 2015, both the State and the Mono filed their oppositions to Chowchilla's motion to intervene. On July 22, 2015, the court filed a scheduling order indicating that the Mono’s Motion for Judgment on the Pleadings is due on August 17, 2015; the State’s Opposition and Cross Motion for Judgment on the Pleadings is due on September 17, 2015; the Mono’s Opposition and Reply is due on October 8, 2015; and the State’s Reply is due on October 29, 2015.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the facility may begin in the next 36 to 48 months and estimates that the facility would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining third-party financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 65% to 75% at June 30, 2015. The Company's evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and circumstances will not change the Company's estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

4.    Long-term Debt

Long-term debt consisted of the following (amounts in thousands):
 
June 30,
2015
 
December 31, 2014
$1.625 billion Term Loan Facility, due March 1, 2020, interest at a margin above LIBOR or base rate (4.25% at June 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $38.0 million and $42.1 million, respectively
$
1,438,692

 
$
1,503,831

$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate
—

 
—

$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount of $5.0 million and $5.3 million, respectively
495,022

 
494,682

Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.69% and 3.67% at June 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $4.5 million and $6.7 million, respectively
109,504

 
106,783

Other long-term debt, weighted-average interest of 3.98% at June 30, 2015 and December 31, 2014, maturity dates ranging from 2016 to 2027
40,064

 
41,303

Total long-term debt
2,083,282

 
2,146,599

Current portion of long-term debt
(78,759
)
 
(80,892
)
Total long-term debt, net
$
2,004,523

 
$
2,065,707


Restructured Land Loan

On June 17, 2011, an indirect wholly owned subsidiary of the Company, CV PropCo, LLC ("CV Propco"), as borrower, entered into an amended and restated credit agreement (the "Restructured Land Loan") with Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. as initial lenders, consisting of a term loan facility with an initial principal amount of $105 million and an initial maturity date of June 16, 2016. CV Propco has two options to extend the maturity date for one additional year to be available subject to absence of default, payment of up to a 1% extension fee for each

13



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

year, and a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year, and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. In addition, CV Propco is required to enter into an interest rate agreement that fixes or caps LIBOR at 5.00% during each of the extended maturity periods. Interest on the Restructured Land Loan is paid in kind during the first five years, and interest accruing in the sixth and seventh years shall be paid in cash. The Company has determined that CV Propco has the intent and ability to execute the first one-year extension option which would extend the maturity date to June 16, 2017, and accordingly, the amounts outstanding under the Restructured Land Loan were excluded from the current portion of long-term debt at June 30, 2015.

Term Loan Amendment

In March 2014, the Company completed a repricing of the Term Loan Facility which reduced the interest rate on the facility by 75 basis points. Prior to the repricing, the interest rate under the Term Loan Facility was at the Company’s option, either LIBOR plus 4.00%, or base rate plus 3.00%, subject to a minimum LIBOR rate of 1.00%. As amended, the interest rate under the Term Loan Facility is at the Company's option, either LIBOR plus 3.25%, or base rate plus 2.25%, subject to a minimum LIBOR rate of 1.00%. The amendment had no impact on the Company’s $350 million revolving credit facility (the "Revolving Credit Facility" and together with the Term Loan Facility, the "Credit Facility").

The Company evaluated the repricing transaction on a lender by lender basis and accounted for the portion of the transaction that did not meet the criteria for debt extinguishment as a debt modification. As a result of the repricing transaction, the Company recognized a $4.1 million loss on extinguishment of debt during the first quarter of 2014, which included $2.4 million in third-party fees and the write-off of $1.7 million in unamortized debt discount and debt issuance costs related to the repriced debt.

The credit agreement governing the Term Loan Facility and the Revolving Credit Facility contains a number of customary covenants, including requirements that the Company maintain a maximum total leverage ratio ranging from 6.50 to 1.00 at June 30, 2015 to 5.00 to 1.00 in 2017 and a minimum interest coverage ratio ranging from 2.50 to 1.00 in 2015 to 3.00 to 1.00 in 2017, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. At June 30, 2015, the Company’s total leverage ratio was 4.58 to 1.00 and its interest coverage ratio was 3.75 to 1.00, both as defined in the credit agreement, and the Company believes it was in compliance with all applicable covenants.     

Revolver Availability

At June 30, 2015, the Company's borrowing availability under the $350 million Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $316.8 million, which is net of outstanding letters of credit and similar obligations totaling $33.2 million.

5.    Derivative Instruments
    
The Company's objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as a primary part of its cash flow hedging strategy. The Company's interest rate swaps utilized as cash flow hedges involve the receipt of variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company does not use derivative financial instruments for trading or speculative purposes. The Company carries derivative instruments on the Condensed Consolidated Balance Sheets at fair value, which incorporates adjustments for the nonperformance risk of the Company and the counterparties. At June 30, 2015, the Company had two outstanding interest rate swaps with a total notional amount of $1.0 billion. One of the Company's interest rate swaps with a notional amount of approximately $0.7 billion matured in July 2015, and the notional amount of the Company's remaining interest rate swap, which matures in 2017, increased by the same amount.
    

14



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The table below presents the fair value of the Company's derivative financial instruments, exclusive of any accrued interest, as well as their classification on the Condensed Consolidated Balance Sheets (amounts in thousands):
 
Balance sheet classification
 
Fair value
 
 
June 30,
2015
 
December 31, 2014
Derivatives designated as hedging instruments:
 
 
 
 
Interest rate swap
Other accrued liabilities
 
$
112

 
$
4,149

Interest rate swap
Interest rate swap and other
 long–term liabilities, net
 
9,925

 
6,105


The Company recognizes changes in the fair value of derivative instruments each period as described in the Cash Flow Hedges section below.

As of June 30, 2015, the Company had not posted any collateral related to its interest rate swap agreements; however, the Company's obligations under the swaps are subject to the security and guarantee arrangements applicable to the related credit agreements. The swap agreements contain cross-default provisions under which the Company could be declared in default on its obligations under such agreements if certain conditions of default exist on the Credit Facility. As of June 30, 2015, the termination value of the interest rate swaps, including accrued interest, was a net liability of $10.9 million. Had the Company been in breach of the provisions of the swap arrangements, it could have been required to pay the termination value to settle the obligations.

Cash Flow Hedges

As of June 30, 2015, the Company's two outstanding interest rate swaps effectively converted $1.0 billion of its variable interest rate debt to a fixed rate of approximately 5.29%. In accordance with the accounting guidance for derivatives and hedging, the Company has designated the full notional amount of both interest rate swaps as cash flow hedges of interest rate risk. Under the terms of the swap agreements, the Company pays fixed rates ranging from 1.77% to 2.13% and receives variable rates based on one-month LIBOR (subject to a minimum of 1.00%). As of June 30, 2015, the Company paid a weighted-average fixed interest rate of 2.04% and received a weighted-average variable interest rate of 1.00% on its interest rate swaps, which is the LIBOR floor stipulated in the agreements.

For derivative instruments that are designated and qualify as cash flow hedges of forecasted interest payments, the effective portion of the gain or loss is reported as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in other comprehensive income (loss) are reclassified as an adjustment to interest expense. Gains or losses on any ineffective portion of derivative instruments in cash flow hedging relationships are recorded in the period in which they occur as a component of change in fair value of derivative instruments in the Condensed Consolidated Statements of Income. The Company's two interest rate swaps that were outstanding at June 30, 2015 had fair values other than zero at the time they were designated in hedging relationships, resulting in ineffectiveness.


15



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The table below presents the losses on derivative financial instruments included in the Company's condensed consolidated financial statements (amounts in thousands):
Derivatives in Cash Flow Hedging Relationships
 
Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)
 
Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
 
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
 
Location of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
 
Three Months Ended June 30,
 
2015
 
2014
 
 
2015
 
2014
 
 
2015
 
2014
Interest rate swaps
 
$
(1,042
)
 
$
(4,190
)
 
Interest expense, net
 
$
(3,068
)
 
$
(3,234
)
 
Change in fair value of derivative instruments
 
$
(1
)
 
$
(71
)
Derivatives in Cash Flow Hedging Relationships
 
Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)
 
Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
 
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
 
Location of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
Six Months Ended June 30,
 
2015
 
2014
 
 
2015
 
2014
 
 
2015
 
2014
Interest rate swaps
 
$
(4,788
)
 
$
(6,257
)
 
Interest expense, net
 
$
(6,165
)
 
$
(6,507
)
 
Change in fair value of derivative instruments
 
$
(4
)
 
$
(73
)

Losses reclassified from accumulated other comprehensive loss into interest expense, net included deferred losses on discontinued cash flow hedging relationships that were being amortized as an increase to interest expense as the previously hedged interest payments continued to occur. As of June 30, 2015, all deferred losses on previously discontinued cash flow hedging relationships had been reclassified from accumulated other comprehensive loss into interest expense. Approximately $4.8 million of deferred losses on the Company's designated interest rate swaps is expected to be reclassified from accumulated other comprehensive loss into earnings during the next twelve months.

6.    Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

The following tables present information about the Company's financial assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):
 
 
 
Fair Value Measurement at Reporting Date Using
 
Balance as of June 30, 2015
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Available-for-sale securities (a)
$
108

 
$
108

 
$
—

 
$
—

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Interest rate swaps
$
10,037

 
$
—

 
$
10,037

 
$
—


16



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

 
 
 
Fair Value Measurement at Reporting Date Using
 
Balance as of December 31, 2014
 
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
Assets
 
 
 
 
 
 
 
Available-for-sale securities (a)
$
187

 
$
187

 
$
—

 
$
—

Liabilities
 
 
 
 
 
 
 
Interest rate swaps
$
10,254

 
$
—

 
$
10,254

 
$
—

____________________________________
(a) Available-for-sale securities are included in Other assets, net in the accompanying Condensed Consolidated Balance Sheets.

The fair values of the Company's interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each swap. This analysis reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Assets Measured at Fair Value on a Nonrecurring Basis

During the three months ended June 30, 2015, the Company recognized an impairment charge of $1.8 million to write down the carrying amount of a parcel of land in Las Vegas to its estimated fair value of $2.1 million.
    
Fair Value of Long-term Debt

The following table presents information about the estimated fair value of the Company's long-term debt compared with its carrying amount (amounts in millions):
 
 
June 30,
2015
 
December 31, 2014
Aggregate fair value
 
$
2,146

 
$
2,166

Aggregate carrying amount, net of unamortized discounts
 
2,083

 
2,147


The estimated fair value of the Company's long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.
    

17



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

7.    Members' Equity

Changes in Members' Equity and Noncontrolling Interest

The changes in members' equity and noncontrolling interest for the six months ended June 30, 2015 were as follows (amounts in thousands):
 
Voting Units
 
Non-voting Units
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Loss
 
Retained Earnings (Accumulated
Deficit)
 
Total Station Casinos LLC Members'
Equity
 
Noncontrolling
Interest
 
Total Members'
Equity
Balances, December 31, 2014
$
—

 
$
—

 
$
653,843

 
$
(7,099
)
 
$
(27,750
)
 
$
618,994

 
$
26,174

 
$
645,168

Unrealized gain on interest rate swaps, net
—

 
—

 
—

 
1,377

 
—

 
1,377

 
—

 
1,377

Net reclassification of unrealized loss on available-for-sale securities
—

 
—

 
—

 
123

 
—

 
123

 
—

 
123

Share-based compensation
—

 
—

 
1,388

 
—

 
—

 
1,388

 
—

 
1,388

Net income
—

 
—

 
—

 
—

 
67,638

 
67,638

 
3,782

 
71,420

Distributions
—

 
—

 
(7,005
)
 
—

 
(32,345
)
 
(39,350
)
 
(5,964
)
 
(45,314
)
Balances, June 30, 2015
$
—

 
$
—

 
$
648,226

 
$
(5,599
)
 
$
7,543

 
$
650,170

 
$
23,992

 
$
674,162


At June 30, 2015, noncontrolling interest included a 50% ownership interest in MPM, a 42.7% ownership interest in Fertitta Interactive and ownership interests of the former mezzanine lenders and former unsecured creditors of Station Casinos, Inc. who hold warrants to purchase stock in CV Propco and NP Tropicana LLC.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (amounts in thousands):
 
Unrealized Loss on Interest Rate Swaps
 
Unrealized Loss on Available-for-sale Securities
 
Total
Balances, December 31, 2014
$
(6,976
)
 
$
(123
)
 
$
(7,099
)
Unrealized losses on interest rate swaps
(4,788
)
 
—

 
(4,788
)
Reclassification of unrealized losses on interest rate swaps into income
6,165

 
—

 
6,165

Unrealized loss on available-for-sale securities
—

 
(78
)
 
(78
)
Reclassification of other-than-temporary impairment of available-for-sale securities into income
—

 
201

 
201

Balances, June 30, 2015
$
(5,599
)
 
$
—

 
$
(5,599
)

Net Income Attributable to Station Casinos LLC

Net income attributable to Station Casinos LLC was as follows (amounts in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net income from continuing operations
$
29,835

 
$
58,799

 
$
67,733

 
$
79,876

Net loss from discontinued operations
(19
)
 
(3,438
)
 
(95
)
 
(9,231
)
Net income
$
29,816

 
$
55,361

 
$
67,638

 
$
70,645


18



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

In July 2015, the Company's Board of Managers approved a distribution of $100 million to the equityholders of Station Holdco LLC, which is expected to be paid during the third quarter of 2015.
    
8.    Write-downs and Other Charges, Net    

Write-downs and other charges, net include various charges to record net losses (gains) on asset disposals and non-routine transactions. Write-downs and other charges, net consisted of the following (amounts in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
(Gain) loss on disposal of assets, net
$
(3,451
)
 
$
14,106

 
$
(1,415
)
 
$
15,784

Severance expense
261

 
414

 
530

 
878

Other
77

 
(23
)
 
785

 
(640
)
 
$
(3,113
)
 
$
14,497

 
$
(100
)
 
$
16,022


During the three months ended June 30, 2015, the Company sold certain parcels of land that were previously held for development, and recognized gains on sale totaling $5.6 million, which is included in (gain) loss on disposal of assets, net. Accounts receivable at June 30, 2015 included $12.5 million of land sale proceeds that were received on July 1, 2015. For the three months ended June 30, 2014, net loss on asset disposals primarily represented the abandonment of certain assets, including an amphitheater and an outdoor water feature, as well as asset disposals related to various remodeling projects.

9.    Commitments and Contingencies

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant costs.

10.    Condensed Consolidating Financial Information

In March 2013, the Company issued the 7.50% Senior Notes, pursuant to an indenture among the Company (the "Parent"), the guarantors party thereto (the "Guarantor Subsidiaries") and Wells Fargo Bank, National Association, as trustee. The 7.50% Senior Notes are guaranteed by all subsidiaries of the Company other than NP Landco Holdco LLC and its subsidiaries, MPM, and SC Restaurant Holdco LLC. The following condensed consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantor Subsidiaries are 100% owned subsidiaries of the Company (the issuer of the 7.50% Senior Notes), (ii) the guarantees are joint and several, and (iii) the guarantees are "full and unconditional," as those terms are used in Regulation S-X Rule 3-10.  The guarantee of a Guarantor Subsidiary will be automatically released in certain customary circumstances, such as when such Guarantor Subsidiary is sold or all of the assets of such Guarantor Subsidiary are sold, the capital stock is sold, when such Guarantor Subsidiary is designated as an "unrestricted subsidiary" for purposes of the indenture, or upon legal defeasance or satisfaction and discharge of the indenture. The Company has reclassified intercompany cash flows and intercompany receivable and payable balances between the Parent and the Guarantor Subsidiaries in the condensed consolidating statements of cash flows and the condensed consolidating balance sheets, respectively, for the prior year to conform to the current year presentation. The reclassification had no impact on the condensed consolidating statements of income, the condensed consolidating statements of comprehensive income (loss), the combined cash flows of the Parent and the Guarantor Subsidiaries, the combined balance sheets of the Parent and the Guarantor Subsidiaries, or the condensed consolidated financial statements.


19



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS
JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
20,140

 
$
90,024

 
$
—

 
$
110,164

 
$
3,634

 
$
—

 
$
113,798

Restricted cash
 
1,067

 
—

 
—

 
1,067

 
—

 
—

 
1,067

Receivables, net
 
1,906

 
36,886

 
—

 
38,792

 
4,093

 
—

 
42,885

Intercompany receivables
 
937

 
—

 
—

 
937

 
—

 
(937
)
 
—

Advances to subsidiaries
 
193,916

 
—

 
(193,916
)
 
—

 
—

 
—

 
—

Loans to parent
 
—

 
591,001

 
(591,001
)
 
—

 
—

 
—

 
—

Inventories
 
7

 
8,818

 
—

 
8,825

 
134

 
—

 
8,959

Prepaid gaming tax
 
—

 
22,246

 
—

 
22,246

 
154

 
—

 
22,400

Prepaid expenses and other current assets
 
8,563

 
1,962

 
—

 
10,525

 
196

 
—

 
10,721

Current assets of discontinued operations
 
—

 
—

 
—

 
—

 
222

 
—

 
222

Assets held for sale
 
—

 
6,569

 
—

 
6,569

 
—

 
—

 
6,569

Total current assets
 
226,536

 
757,506

 
(784,917
)
 
199,125

 
8,433

 
(937
)
 
206,621

Property and equipment, net
 
76,400

 
2,028,949

 
—

 
2,105,349

 
11,575

 
—

 
2,116,924

Goodwill
 
1,234

 
194,442

 
—

 
195,676

 
—

 
—

 
195,676

Intangible assets, net
 
1,045

 
131,317

 
—

 
132,362

 
26,803

 
—

 
159,165

Land held for development
 
—

 
87,900

 
—

 
87,900

 
99,020

 
—

 
186,920

Investments in joint ventures
 
—

 
11,252

 
—

 
11,252

 
3,628

 
—

 
14,880

Native American development costs
 
—

 
10,956

 
—

 
10,956

 
—

 
—

 
10,956

Investments in subsidiaries
 
2,916,462

 
14,456

 
(2,917,577
)
 
13,341

 
—

 
(13,341
)
 
—

Other assets, net
 
29,125

 
16,211

 
—

 
45,336

 
624

 
—

 
45,960

Total assets
 
$
3,250,802

 
$
3,252,989

 
$
(3,702,494
)
 
$
2,801,297

 
$
150,083

 
$
(14,278
)
 
$
2,937,102

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

20



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)
JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
LIABILITIES AND MEMBERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
3,985

 
$
19,198

 
$
—

 
$
23,183

 
$
587

 
$
—

 
$
23,770

Accrued interest payable
 
13,950

 
130

 
—

 
14,080

 
12

 
—

 
14,092

Other accrued liabilities
 
20,628

 
95,096

 
—

 
115,724

 
1,609

 
—

 
117,333

Intercompany payables
 
—

 
—

 
—

 
—

 
900

 
(900
)
 
—

Loans from subsidiaries
 
591,001

 
—

 
(591,001
)
 
—

 
—

 
—

 
—

Advances from parent
 
—

 
193,916

 
(193,916
)
 
—

 
—

 
—

 
—

Current portion of long-term debt
 
77,028

 
1,731

 
—

 
78,759

 
—

 
—

 
78,759

Current liabilities of discontinued operations

 
—

 
—

 
—

 
—

 
138

 
(37
)
 
101

Total current liabilities
 
706,592

 
310,071

 
(784,917
)
 
231,746

 
3,246

 
(937
)
 
234,055

Long-term debt, less current portion
 
1,891,662

 
3,357

 
—

 
1,895,019

 
109,504

 
—

 
2,004,523

Deficit investment in joint venture
 
—

 
2,315

 
—

 
2,315

 
—

 
—

 
2,315

Interest rate swap and other long-term liabilities, net
 
2,378

 
19,669

 
—

 
22,047

 
—

 
—

 
22,047

Total liabilities
 
2,600,632

 
335,412

 
(784,917
)
 
2,151,127

 
112,750

 
(937
)
 
2,262,940

Members' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Station Casinos LLC members' equity
 
650,170

 
2,917,577

 
(2,917,577
)
 
650,170

 
13,341

 
(13,341
)
 
650,170

  Noncontrolling interest
 
—

 
—

 
—

 
—

 
23,992

 
—

 
23,992

Total members' equity
 
650,170

 
2,917,577

 
(2,917,577
)
 
650,170

 
37,333

 
(13,341
)
 
674,162

Total liabilities and members' equity
 
$
3,250,802

 
$
3,252,989

 
$
(3,702,494
)
 
$
2,801,297

 
$
150,083

 
$
(14,278
)
 
$
2,937,102

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

21



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
13,554

 
$
104,575

 
$
—

 
$
118,129

 
$
3,836

 
$
—

 
$
121,965

Restricted cash
 
1,067

 
—

 
—

 
1,067

 
—

 
—

 
1,067

Receivables, net
 
2,830

 
27,633

 
—

 
30,463

 
4,389

 
—

 
34,852

Intercompany receivables
 
3,116

 
—

 
—

 
3,116

 
—

 
(3,116
)
 
—

Advances to subsidiaries
 
273,344

 
—

 
(273,344
)
 
—

 
—

 
—

 
—

Loans to parent
 
—

 
503,684

 
(503,684
)
 
—

 
—

 
—

 
—

Inventories
 
7

 
9,823

 
—

 
9,830

 
130

 
—

 
9,960

Prepaid gaming tax
 
—

 
19,281

 
—

 
19,281

 
145

 
—

 
19,426

Prepaid expenses and other current assets
 
5,003

 
2,331

 
—

 
7,334

 
204

 
—

 
7,538

Current assets of discontinued operations
 
—

 
—

 
—

 
—

 
1,746

 
—

 
1,746

Total current assets
 
298,921

 
667,327

 
(777,028
)
 
189,220

 
10,450

 
(3,116
)
 
196,554

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment, net
 
72,230

 
2,051,495

 
—

 
2,123,725

 
12,183

 
—

 
2,135,908

Goodwill
 
1,234

 
194,442

 
—

 
195,676

 
—

 
—

 
195,676

Intangible assets, net
 
1,045

 
135,384

 
—

 
136,429

 
31,903

 
—

 
168,332

Land held for development
 
—

 
103,202

 
—

 
103,202

 
99,020

 
—

 
202,222

Investments in joint ventures
 
—

 
13,252

 
—

 
13,252

 
4,928

 
—

 
18,180

Native American development costs
 
—

 
9,619

 
—

 
9,619

 
—

 
—

 
9,619

Investments in subsidiaries
 
2,789,090

 
16,914

 
(2,785,357
)
 
20,647

 
—

 
(20,647
)
 
—

Other assets, net
 
30,438

 
16,703

 
—

 
47,141

 
709

 
—

 
47,850

Total assets
 
$
3,192,958

 
$
3,208,338

 
$
(3,562,385
)
 
$
2,838,911

 
$
159,193

 
$
(23,763
)
 
$
2,974,341

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

22



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)
DECEMBER 31, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
LIABILITIES AND MEMBERS' EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
1,391

 
$
24,053

 
$
—

 
$
25,444

 
$
494

 
$
—

 
$
25,938

Accrued interest payable
 
14,877

 
161

 
—

 
15,038

 
11

 
—

 
15,049

Other accrued liabilities
 
19,518

 
102,177

 
—

 
121,695

 
1,602

 
—

 
123,297

Intercompany payables
 
—

 
—

 
—

 
—

 
2,735

 
(2,735
)
 
—

Loans from subsidiaries
 
503,684

 
—

 
(503,684
)
 
—

 
—

 
—

 
—

Advances from parent
 
—

 
273,344

 
(273,344
)
 
—

 
—

 
—

 
—

Current portion of long-term debt
 
79,305

 
1,587

 
—

 
80,892

 
—

 
—

 
80,892

Current liabilities of discontinued operations

 
—

 
—

 
—

 
—

 
747

 
(381
)
 
366

Total current liabilities
 
618,775

 
401,322

 
(777,028
)
 
243,069

 
5,589

 
(3,116
)
 
245,542

Long-term debt, less current portion
 
1,955,189

 
3,735

 
—

 
1,958,924

 
106,783

 
—

 
2,065,707

Deficit investment in joint venture
 
—

 
2,339

 
—

 
2,339

 
—

 
—

 
2,339

Interest rate swap and other long-term liabilities, net
 
—

 
15,585

 
—

 
15,585

 
—

 
—

 
15,585

Total liabilities
 
2,573,964

 
422,981

 
(777,028
)
 
2,219,917

 
112,372

 
(3,116
)
 
2,329,173

Members' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Station Casinos LLC members' equity
 
618,994

 
2,785,357

 
(2,785,357
)
 
618,994

 
20,647

 
(20,647
)
 
618,994

  Noncontrolling interest
 
—

 
—

 
—

 
—

 
26,174

 
—

 
26,174

Total members' equity
 
618,994

 
2,785,357

 
(2,785,357
)
 
618,994

 
46,821

 
(20,647
)
 
645,168

Total liabilities and members' equity
 
$
3,192,958

 
$
3,208,338

 
$
(3,562,385
)
 
$
2,838,911

 
$
159,193

 
$
(23,763
)
 
$
2,974,341

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
$
—

 
$
227,930

 
$
—

 
$
227,930

 
$
1,742

 
$
—

 
$
229,672

Food and beverage
 
—

 
62,693

 
—

 
62,693

 
167

 
—

 
62,860

Room
 
—

 
30,266

 
—

 
30,266

 
989

 
—

 
31,255

Other
 
2

 
16,845

 
—

 
16,847

 
2,871

 
(1,076
)
 
18,642

Management fees
 
1,502

 
9,806

 
—

 
11,308

 
9,717

 
—

 
21,025

Gross revenues
 
1,504

 
347,540

 
—

 
349,044

 
15,486

 
(1,076
)
 
363,454

Promotional allowances
 
—

 
(25,511
)
 
—

 
(25,511
)
 
(125
)
 
—

 
(25,636
)
Net revenues
 
1,504

 
322,029

 
—

 
323,533

 
15,361

 
(1,076
)
 
337,818

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
—

 
86,543

 
—

 
86,543

 
604

 
—

 
87,147

Food and beverage
 
—

 
40,332

 
—

 
40,332

 
42

 
—

 
40,374

Room
 
—

 
10,699

 
—

 
10,699

 
603

 
—

 
11,302

Other
 
—

 
5,493

 
—

 
5,493

 
1,413

 
—

 
6,906

Selling, general and administrative
 
5,543

 
68,397

 
—

 
73,940

 
3,219

 
(1,076
)
 
76,083

Preopening
 
—

 
286

 
—

 
286

 
—

 
—

 
286

Depreciation and amortization
 
3,165

 
29,519

 
—

 
32,684

 
3,091

 
—

 
35,775

Management fee expense
 
—

 
12,873

 
—

 
12,873

 
113

 
—

 
12,986

Asset impairment
 
201

 
1,800

 
—

 
2,001

 
—

 
—

 
2,001

Write-downs and other charges, net
 
102

 
(3,284
)
 
—

 
(3,182
)
 
69

 
—

 
(3,113
)
 
 
9,011

 
252,658

 
—

 
261,669

 
9,154

 
(1,076
)
 
269,747

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) income
 
(7,507
)
 
69,371

 
—

 
61,864

 
6,207

 
—

 
68,071

Earnings from subsidiaries
 
68,959

 
2,318

 
(70,784
)
 
493

 
—

 
(493
)
 
—

Earnings (losses) from joint ventures
 
—

 
511

 
—

 
511

 
(104
)
 
—

 
407

Operating (loss) income and earnings (losses) from subsidiaries and joint ventures
 
61,452

 
72,200

 
(70,784
)
 
62,868

 
6,103

 
(493
)
 
68,478

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

24



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (Continued)
FOR THE THREE MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Other expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(31,636
)
 
(1,415
)
 
—

 
(33,051
)
 
(3,254
)
 
—

 
(36,305
)
Change in fair value of derivative instruments
 
—

 
(1
)
 
—

 
(1
)
 
—

 
—

 
(1
)
 
 
(31,636
)
 
(1,416
)
 
—

 
(33,052
)
 
(3,254
)
 
—

 
(36,306
)
Net income from continuing operations
 
29,816

 
70,784

 
(70,784
)
 
29,816

 
2,849

 
(493
)
 
32,172

Discontinued operations
 
—

 
—

 
—

 
—

 
(33
)
 
—

 
(33
)
Net income
 
29,816

 
70,784

 
(70,784
)
 
29,816

 
2,816

 
(493
)
 
32,139

Less: net income attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
2,323

 
—

 
2,323

Net income attributable to Station Casinos LLC
 
$
29,816

 
$
70,784

 
$
(70,784
)
 
$
29,816

 
$
493

 
$
(493
)
 
$
29,816

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

25



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
$
—

 
$
219,785

 
$
—

 
$
219,785

 
$
1,817

 
$
—

 
$
221,602

Food and beverage
 
—

 
59,365

 
—

 
59,365

 
178

 
—

 
59,543

Room
 
—

 
27,995

 
—

 
27,995

 
889

 
—

 
28,884

Other
 
1

 
16,038

 
—

 
16,039

 
3,378

 
(956
)
 
18,461

Management fees
 
1,493

 
6,836

 
—

 
8,329

 
8,729

 
—

 
17,058

Gross revenues
 
1,494

 
330,019

 
—

 
331,513

 
14,991

 
(956
)
 
345,548

Promotional allowances
 
—

 
(23,661
)
 
—

 
(23,661
)
 
(140
)
 
—

 
(23,801
)
Net revenues
 
1,494

 
306,358

 
—

 
307,852

 
14,851

 
(956
)
 
321,747

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
—

 
83,520

 
—

 
83,520

 
630

 
—

 
84,150

Food and beverage
 
—

 
39,356

 
—

 
39,356

 
47

 
—

 
39,403

Room
 
—

 
10,881

 
—

 
10,881

 
544

 
—

 
11,425

Other
 
—

 
5,838

 
—

 
5,838

 
2,020

 
—

 
7,858

Selling, general and administrative
 
3,109

 
66,397

 
—

 
69,506

 
3,181

 
(956
)
 
71,731

Preopening
 
—

 
144

 
—

 
144

 
—

 
—

 
144

Depreciation and amortization
 
1,643

 
27,434

 
—

 
29,077

 
3,057

 
—

 
32,134

Management fee expense
 
—

 
12,020

 
—

 
12,020

 
113

 
—

 
12,133

Write-downs and other charges, net
 
(16
)
 
14,509

 
—

 
14,493

 
4

 
—

 
14,497

 
 
4,736

 
260,099

 
—

 
264,835

 
9,596

 
(956
)
 
273,475


26



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (Continued)
FOR THE THREE MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) income
 
(3,242
)
 
46,259

 
—

 
43,017

 
5,255

 
—

 
48,272

Earnings (losses) from subsidiaries
 
91,274

 
(1,520
)
 
(92,844
)
 
(3,090
)
 
—

 
3,090

 
—

Earnings from joint ventures
 
—

 
585

 
—

 
585

 
—

 
—

 
585

Operating (loss) income and earnings (losses) from
subsidiaries and joint ventures
 
88,032

 
45,324

 
(92,844
)
 
40,512

 
5,255

 
3,090

 
48,857

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (expense) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(32,672
)
 
(1,482
)
 
—

 
(34,154
)
 
(2,977
)
 
—

 
(37,131
)
Gain on Native American development
 
—

 
49,074

 
—

 
49,074

 
—

 
—

 
49,074

Change in fair value of derivative instruments
 
1

 
(72
)
 
—

 
(71
)
 
—

 
—

 
(71
)
 
 
(32,671
)
 
47,520

 
—

 
14,849

 
(2,977
)
 
—

 
11,872

Net income from continuing operations
 
55,361

 
92,844

 
(92,844
)
 
55,361

 
2,278

 
3,090

 
60,729

Discontinued operations
 
—

 
—

 
—

 
—

 
(6,120
)
 
—

 
(6,120
)
Net income (loss)
 
55,361

 
92,844

 
(92,844
)
 
55,361

 
(3,842
)
 
3,090

 
54,609

Less: net loss attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
(752
)
 
—

 
(752
)
Net income (loss) attributable to Station Casinos LLC
 
$
55,361

 
$
92,844

 
$
(92,844
)
 
$
55,361

 
$
(3,090
)
 
$
3,090

 
$
55,361

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

27



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
$
—

 
$
460,229

 
$
—

 
$
460,229

 
$
3,508

 
$
—

 
$
463,737

Food and beverage
 
—

 
127,759

 
—

 
127,759

 
327

 
—

 
128,086

Room
 
—

 
60,857

 
—

 
60,857

 
1,789

 
—

 
62,646

Other
 
3

 
34,031

 
—

 
34,034

 
5,368

 
(3,580
)
 
35,822

Management fees
 
2,843

 
19,080

 
—

 
21,923

 
19,052

 
—

 
40,975

Gross revenues
 
2,846

 
701,956

 
—

 
704,802

 
30,044

 
(3,580
)
 
731,266

Promotional allowances
 
—

 
(50,421
)
 
—

 
(50,421
)
 
(258
)
 
—

 
(50,679
)
Net revenues
 
2,846

 
651,535

 
—

 
654,381

 
29,786

 
(3,580
)
 
680,587

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
—

 
170,962

 
—

 
170,962

 
1,216

 
—

 
172,178

Food and beverage
 
—

 
81,671

 
—

 
81,671

 
83

 
—

 
81,754

Room
 
—

 
21,921

 
—

 
21,921

 
1,169

 
—

 
23,090

Other
 
—

 
10,658

 
—

 
10,658

 
2,380

 
—

 
13,038

Selling, general and administrative
 
8,060

 
134,802

 
—

 
142,862

 
8,048

 
(3,580
)
 
147,330

Preopening
 
—

 
414

 
—

 
414

 
—

 
—

 
414

Depreciation and amortization
 
5,767

 
58,984

 
—

 
64,751

 
6,181

 
—

 
70,932

Management fee expense
 
—

 
26,371

 
—

 
26,371

 
207

 
—

 
26,578

Asset impairment
 
201

 
1,800

 
—

 
2,001

 
—

 
—

 
2,001

Write-downs and other charges, net
 
1,736

 
(2,906
)
 
—

 
(1,170
)
 
1,070

 
—

 
(100
)
 
 
15,764

 
504,677

 
—

 
520,441

 
20,354

 
(3,580
)
 
537,215

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) income
 
(12,918
)
 
146,858

 
—

 
133,940

 
9,432

 
—

 
143,372

Earnings (losses) from subsidiaries
 
144,338

 
3,758

 
(149,215
)
 
(1,119
)
 
—

 
1,119

 
—

Earnings (losses) from joint ventures
 
—

 
1,149

 
—

 
1,149

 
(332
)
 
—

 
817

Operating (loss) income and earnings (losses) from subsidiaries and joint ventures
 
131,420

 
151,765

 
(149,215
)
 
133,970

 
9,100

 
1,119

 
144,189

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

28



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Other expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(63,780
)
 
(2,548
)
 
—

 
(66,328
)
 
(6,272
)
 
—

 
(72,600
)
Change in fair value of derivative instruments
 
(2
)
 
(2
)
 
—

 
(4
)
 
—

 
—

 
(4
)
 
 
(63,782
)
 
(2,550
)
 
—

 
(66,332
)
 
(6,272
)
 
—

 
(72,604
)
Net income from continuing operations
 
67,638

 
149,215

 
(149,215
)
 
67,638

 
2,828

 
1,119

 
71,585

Discontinued operations
 
—

 
—

 
—

 
—

 
(165
)
 
—

 
(165
)
Net income
 
67,638

 
149,215

 
(149,215
)
 
67,638

 
2,663

 
1,119

 
71,420

Less: net income attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
3,782

 
—

 
3,782

Net income (loss) attributable to Station Casinos LLC
 
$
67,638

 
$
149,215

 
$
(149,215
)
 
$
67,638

 
$
(1,119
)
 
$
1,119

 
$
67,638

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

29



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)


CONDENSED CONSOLIDATING STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
$
—

 
$
443,560

 
$
—

 
$
443,560

 
$
3,685

 
$
—

 
$
447,245

Food and beverage
 
—

 
120,239

 
—

 
120,239

 
350

 
—

 
120,589

Room
 
—

 
55,587

 
—

 
55,587

 
1,677

 
—

 
57,264

Other
 
2

 
32,312

 
—

 
32,314

 
6,144

 
(2,921
)
 
35,537

Management fees
 
3,281

 
14,408

 
—

 
17,689

 
16,755

 
—

 
34,444

Gross revenues
 
3,283

 
666,106

 
—

 
669,389

 
28,611

 
(2,921
)
 
695,079

Promotional allowances
 
—

 
(46,570
)
 
—

 
(46,570
)
 
(285
)
 
—

 
(46,855
)
Net revenues
 
3,283

 
619,536

 
—

 
622,819

 
28,326

 
(2,921
)
 
648,224

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Casino
 
—

 
167,851

 
—

 
167,851

 
1,265

 
—

 
169,116

Food and beverage
 
—

 
79,416

 
—

 
79,416

 
86

 
—

 
79,502

Room
 
—

 
21,656

 
—

 
21,656

 
1,059

 
—

 
22,715

Other
 
—

 
11,257

 
—

 
11,257

 
3,421

 
—

 
14,678

Selling, general and administrative
 
6,183

 
131,673

 
—

 
137,856

 
7,210

 
(2,921
)
 
142,145

Preopening
 
—

 
173

 
—

 
173

 
—

 
—

 
173

Depreciation and amortization
 
2,988

 
54,594

 
—

 
57,582

 
6,110

 
—

 
63,692

Management fee expense
 
—

 
24,453

 
—

 
24,453

 
220

 
—

 
24,673

Write-downs and other charges, net
 
(555
)
 
16,571

 
—

 
16,016

 
6

 
—

 
16,022

 
 
8,616

 
507,644

 
—

 
516,260

 
19,377

 
(2,921
)
 
532,716


30



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) income
 
(5,333
)
 
111,892

 
—

 
106,559

 
8,949

 
—

 
115,508

Earnings (losses) from subsidiaries
 
148,220

 
(7,715
)
 
(151,249
)
 
(10,744
)
 
—

 
10,744

 
—

Earnings from joint ventures
 
—

 
1,026

 
—

 
1,026

 
—

 
—

 
1,026

Operating (loss) income and earnings (losses) from
subsidiaries and joint ventures
 
142,887

 
105,203

 
(151,249
)
 
96,841

 
8,949

 
10,744

 
116,534

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other (expense) income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(68,112
)
 
(2,953
)
 
—

 
(71,065
)
 
(5,694
)
 
—

 
(76,759
)
Loss on extinguishment of debt
 
(4,132
)
 
—

 
—

 
(4,132
)
 
—

 
—

 
(4,132
)
Gain on Native American development
 
—

 
49,074

 
—

 
49,074

 
—

 
—

 
49,074

Change in fair value of derivative instruments
 
2

 
(75
)
 
—

 
(73
)
 
—

 
—

 
(73
)
 
 
(72,242
)
 
46,046

 
—

 
(26,196
)
 
(5,694
)
 
—

 
(31,890
)
Net income from continuing operations
 
70,645

 
151,249

 
(151,249
)
 
70,645

 
3,255

 
10,744

 
84,644

Discontinued operations
 
—

 
—

 
—

 
—

 
(16,448
)
 
—

 
(16,448
)
Net income (loss)
 
70,645

 
151,249

 
(151,249
)
 
70,645

 
(13,193
)
 
10,744

 
68,196

Less: net loss attributable to noncontrolling interests
 
—

 
—

 
—

 
—

 
(2,449
)
 
—

 
(2,449
)
Net income (loss) attributable to Station Casinos LLC
 
$
70,645

 
$
151,249

 
$
(151,249
)
 
$
70,645

 
$
(10,744
)
 
$
10,744

 
$
70,645

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




31



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
THE THREE MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income
 
$
29,816

 
$
70,784

 
$
(70,784
)
 
$
29,816

 
$
2,816

 
$
(493
)
 
$
32,139

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss arising during period
 
(1,042
)
 
(1,030
)
 
1,030

 
(1,042
)
 
—

 
—

 
(1,042
)
Reclassification of unrealized loss on interest rate swaps into operations
 
3,068

 
1,059

 
(1,059
)
 
3,068

 
—

 
—

 
3,068

Unrealized gain (loss) on interest rate swaps, net
 
2,026

 
29

 
(29
)
 
2,026

 
—

 
—

 
2,026

Unrealized gain (loss) on available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss arising during the period
 
(26
)
 
—

 
—

 
(26
)
 
—

 
—

 
(26
)
Reclassification of other-than-temporary impairment of available-for-sale securities into operations
 
201

 
—

 
—

 
201

 
—

 
—

 
201

Unrealized gain (loss) on available–for–sale securities, net
 
175

 
—

 
—

 
175

 
—

 
—

 
175

Other comprehensive income
 
2,201

 
29

 
(29
)
 
2,201

 
—

 
—

 
2,201

Comprehensive income
 
32,017

 
70,813

 
(70,813
)
 
32,017

 
2,816

 
(493
)
 
34,340

Less: comprehensive income attributable to
noncontrolling interests
 
—

 
—

 
—

 
—

 
2,323

 
—

 
2,323

Comprehensive income attributable to
Station Casinos LLC
 
$
32,017

 
$
70,813

 
$
(70,813
)
 
$
32,017

 
$
493

 
$
(493
)
 
$
32,017

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

32



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
 
$
55,361

 
$
92,844

 
$
(92,844
)
 
$
55,361

 
$
(3,842
)
 
$
3,090

 
$
54,609

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss on interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss arising during period
 
(4,190
)
 
(4,074
)
 
4,074

 
(4,190
)
 
—

 
—

 
(4,190
)
Reclassification of unrealized loss on interest rate swaps into operations
 
3,234

 
1,128

 
(1,128
)
 
3,234

 
—

 
—

 
3,234

Unrealized loss on interest rate swaps, net
 
(956
)
 
(2,946
)
 
2,946

 
(956
)
 
—

 
—

 
(956
)
Unrealized loss on available–for–sale securities
 
(24
)
 
—

 
—

 
(24
)
 
—

 
—

 
(24
)
Other comprehensive loss
 
(980
)
 
(2,946
)
 
2,946

 
(980
)
 
—

 
—

 
(980
)
Comprehensive income (loss)
 
54,381

 
89,898

 
(89,898
)
 
54,381

 
(3,842
)
 
3,090

 
53,629

Less: comprehensive loss attributable to
noncontrolling interests
 
—

 
—

 
—

 
—

 
(752
)
 
—

 
(752
)
Comprehensive income (loss) attributable to
Station Casinos LLC
 
$
54,381

 
$
89,898

 
$
(89,898
)
 
$
54,381

 
$
(3,090
)
 
$
3,090

 
$
54,381

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

33



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income
 
$
67,638

 
$
149,215

 
$
(149,215
)
 
$
67,638

 
$
2,663

 
$
1,119

 
$
71,420

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss arising during period
 
(4,788
)
 
(4,745
)
 
4,745

 
(4,788
)
 
—

 
—

 
(4,788
)
Reclassification of unrealized loss on interest rate swaps into operations
 
6,165

 
2,126

 
(2,126
)
 
6,165

 
—

 
—

 
6,165

Unrealized gain (loss) on interest rate swaps, net
 
1,377

 
(2,619
)
 
2,619

 
1,377

 
—

 
—

 
1,377

Unrealized gain (loss) on available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss arising during the period
 
(78
)
 
—

 
—

 
(78
)
 
—

 
—

 
(78
)
Reclassification of other-than-temporary impairment of available-for-sale securities into operations
 
201

 
—

 
—

 
201

 
—

 
—

 
201

Unrealized gain (loss) on available–for–sale securities, net
 
123

 
—

 
—

 
123

 
—

 
—

 
123

Other comprehensive income (loss)
 
1,500

 
(2,619
)
 
2,619

 
1,500

 
—

 
—

 
1,500

Comprehensive income
 
69,138

 
146,596

 
(146,596
)
 
69,138

 
2,663

 
1,119

 
72,920

Less: comprehensive income attributable to
noncontrolling interests
 
—

 
—

 
—

 
—

 
3,782

 
—

 
3,782

Comprehensive income (loss) attributable to
Station Casinos LLC
 
$
69,138

 
$
146,596

 
$
(146,596
)
 
$
69,138

 
$
(1,119
)
 
$
1,119

 
$
69,138

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

34



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net income (loss)
 
$
70,645

 
$
151,249

 
$
(151,249
)
 
$
70,645

 
$
(13,193
)
 
$
10,744

 
$
68,196

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss arising during period
 
(6,257
)
 
(5,823
)
 
5,823

 
(6,257
)
 
—

 
—

 
(6,257
)
Reclassification of unrealized loss on interest rate swaps into operations
 
6,507

 
2,277

 
(2,277
)
 
6,507

 
—

 
—

 
6,507

Unrealized gain (loss) on interest rate swaps, net
 
250

 
(3,546
)
 
3,546

 
250

 
—

 
—

 
250

Unrealized loss on available–for–sale securities
 
(21
)
 
—

 
—

 
(21
)
 
—

 
—

 
(21
)
Other comprehensive income (loss)
 
229

 
(3,546
)
 
3,546

 
229

 
—

 
—

 
229

Comprehensive income (loss)
 
70,874

 
147,703

 
(147,703
)
 
70,874

 
(13,193
)
 
10,744

 
68,425

Less: comprehensive loss attributable to
noncontrolling interests
 
—

 
—

 
—

 
—

 
(2,449
)
 
—

 
(2,449
)
Comprehensive income (loss) attributable to
Station Casinos LLC
 
$
70,874

 
$
147,703

 
$
(147,703
)
 
$
70,874

 
$
(10,744
)
 
$
10,744

 
$
70,874

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

35



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net cash (used in) provided by operating activities
 
$
(53,447
)
 
$
200,801

 
$
—

 
$
147,354

 
$
12,947

 
$
—

 
$
160,301

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures, net of related payables
 
(12,139
)
 
(37,939
)
 
—

 
(50,078
)
 
(570
)
 
—

 
(50,648
)
Proceeds from asset sales
 
13

 
7,500

 
—

 
7,513

 
696

 
—

 
8,209

Investments in joint ventures
 
—

 
(12
)
 
—

 
(12
)
 
(29
)
 
—

 
(41
)
Distributions in excess of earnings from joint ventures
 
—

 
484

 
—

 
484

 
—

 
—

 
484

Distributions from subsidiaries
 
15,764

 
6,216

 
(15,764
)
 
6,216

 
—

 
(6,216
)
 
—

Proceeds from repayment of advances to subsidiaries, net
 
84,340

 
—

 
(84,340
)
 
—

 
—

 
—

 
—

Loans to parent, net
 
—

 
(87,317
)
 
87,317

 
—

 
—

 
—

 
—

Native American development costs
 
—

 
(1,219
)
 
—

 
(1,219
)
 
—

 
—

 
(1,219
)
Investment in subsidiaries
 
(29
)
 
—

 
—

 
(29
)
 
—

 
29

 
—

Other, net
 
(934
)
 
(799
)
 
—

 
(1,733
)
 
(9
)
 
—

 
(1,742
)
Net cash provided by (used in) investing activities
 
87,015

 
(113,086
)
 
(12,787
)
 
(38,858
)
 
88

 
(6,187
)
 
(44,957
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments under credit agreements with original maturities greater than three months
 
(69,153
)
 
—

 
—

 
(69,153
)
 
(1,601
)
 
—

 
(70,754
)
Distributions to members and noncontrolling interests
 
(39,350
)
 
(15,764
)
 
15,764

 
(39,350
)
 
(12,180
)
 
6,216

 
(45,314
)
Payments on derivative instruments with other-than-insignificant financing elements
 
(4,107
)
 
(933
)
 
—

 
(5,040
)
 
—

 
—

 
(5,040
)
Loans from subsidiaries, net
 
87,317

 
—

 
(87,317
)
 
—

 
—

 
—

 
—

Payments on advances from parent, net
 
—

 
(84,340
)
 
84,340

 
—

 
—

 
—

 
—

Capital contributions from members
 
—

 
—

 
—

 
—

 
29

 
(29
)
 
—

Other, net
 
(1,689
)
 
(1,229
)
 
—

 
(2,918
)
 
—

 
—

 
(2,918
)
Net cash used in financing activities
 
(26,982
)
 
(102,266
)
 
12,787

 
(116,461
)
 
(13,752
)
 
6,187

 
(124,026
)

36



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents
 
6,586

 
(14,551
)
 
—

 
(7,965
)
 
(717
)
 
—

 
(8,682
)
Balance, beginning of period
 
13,554

 
104,575

 
—

 
118,129

 
4,573

 
—

 
122,702

Balance, end of period
 
$
20,140

 
$
90,024

 
$
—

 
$
110,164

 
$
3,856

 
$
—

 
$
114,020

Supplemental cash flow disclosures:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash paid for interest
 
$
57,829

 
$
1,076

 
$
—

 
$
58,905

 
$
1,950

 
$
—

 
$
60,855

Non-cash investing and financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures incurred but not yet paid
 
$
5,734

 
$
9,463

 
$
—

 
$
15,197

 
$
94

 
$
—

 
$
15,291

Proceeds from asset sales included in accounts receivable
 
$
—

 
$
12,482

 
$
—

 
$
12,482

 
$
—

 
$
—

 
$
12,482


37



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Net cash (used in) provided by operating activities
 
$
(60,389
)
 
$
173,795

 
$
—

 
$
113,406

 
$
(3,369
)
 
$
—

 
$
110,037

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures, net of related payables
 
(12,665
)
 
(28,138
)
 
—

 
(40,803
)
 
(1,619
)
 
—

 
(42,422
)
Proceeds from asset sales
 
18

 
300

 
—

 
318

 
—

 
—

 
318

Investments in joint ventures
 
—

 
(12
)
 
—

 
(12
)
 
(3,406
)
 
—

 
(3,418
)
Distributions in excess of earnings from joint ventures
 
—

 
99

 
—

 
99

 
—

 
—

 
99

Distributions from subsidiaries
 
10,331

 
4,971

 
(10,331
)
 
4,971

 
—

 
(4,971
)
 
—

Proceeds from repayment of Native American
development costs
 
—

 
66,048

 
—

 
66,048

 
—

 
—

 
66,048

Proceeds from repayment of advances to subsidiaries, net
 
109,562

 
—

 
(109,562
)
 
—

 
—

 
—

 
—

Loans to parent, net
 
—

 
(97,944
)
 
97,944

 
—

 
—

 
—

 
—

Native American development costs
 
—

 
(1,125
)
 
—

 
(1,125
)
 
—

 
—

 
(1,125
)
Investments in subsidiaries
 
(3,406
)
 
(9,734
)
 
—

 
(13,140
)
 
—

 
13,140

 
—

Other, net
 
634

 
204

 
—

 
838

 
(5
)
 
—

 
833

Net cash provided by (used in) investing activities
 
104,474

 
(65,331
)
 
(21,949
)
 
17,194

 
(5,030
)
 
8,169

 
20,333

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments under credit agreements with original maturities greater than three months
 
(58,797
)
 
—

 
—

 
(58,797
)
 
(355
)
 
—

 
(59,152
)
Distributions to members and noncontrolling interests
 
(48,378
)
 
(10,331
)
 
10,331

 
(48,378
)
 
(9,941
)
 
4,971

 
(53,348
)
Payment of debt issuance costs
 
(2,454
)
 
—

 
—

 
(2,454
)
 
—

 
—

 
(2,454
)
Payments on derivative instruments with other-than-insignificant financing elements
 
(4,451
)
 
(1,010
)
 
—

 
(5,461
)
 
—

 
—

 
(5,461
)
Loans from subsidiaries, net
 
97,944

 
—

 
(97,944
)
 
—

 
—

 
—

 
—

Payments on advances from parent, net
 
—

 
(109,562
)
 
109,562

 
—

 
—

 
—

 
—

Capital contributions from members
 
—

 
—

 
—

 
—

 
13,140

 
(13,140
)
 
—

Capital contributions from noncontrolling interests
 
—

 
—

 
—

 
—

 
7,266

 
—

 
7,266

Other, net
 
(947
)
 
(358
)
 
—

 
(1,305
)
 
(2
)
 
—

 
(1,307
)
Net cash (used in) provided by financing activities
 
(17,083
)
 
(121,261
)
 
21,949

 
(116,395
)
 
10,108

 
(8,169
)
 
(114,456
)

38



STATION CASINOS LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued)
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsidiaries
 
Eliminations
 
Parent and Guarantor Subsidiaries
 
Non–Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash and cash equivalents (including cash and cash equivalents of discontinued operations):

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in cash and cash equivalents
 
27,002

 
(12,797
)
 
—

 
14,205

 
1,709

 
—

 
15,914

Balance, beginning of period
 
27,182

 
103,584

 
—

 
130,766

 
6,855

 
—

 
137,621

Balance, end of period
 
$
54,184

 
$
90,787

 
$
—

 
$
144,971

 
$
8,564

 
$
—

 
$
153,535

Supplemental cash flow disclosures:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash paid for interest
 
$
62,352

 
$
1,159

 
$
—

 
$
63,511

 
$
56

 
$
—

 
$
63,567

Non-cash investing and financing activities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures incurred but not yet paid
 
$
2,634

 
$
9,504

 
$
—

 
$
12,138

 
$
7

 
$
—

 
$
12,145




39




Item 2.    

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Overview

We are a gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. In addition, we manage Graton Resort & Casino ("Graton Resort") in Sonoma County, California and Gun Lake Casino ("Gun Lake") in Allegan County in southwestern Michigan.

Our operating results are greatly dependent on the level of casino revenue generated at our properties. A substantial portion of our operating income is generated from our gaming operations, primarily from slot play, which represents approximately 80% to 85% of our casino revenue. We use our non-gaming offerings such as restaurants, hotels and other entertainment amenities to attract customer traffic to our casino properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing and fund capital expenditures.

We use certain key indicators to measure the performance of our gaming operations. Slot handle and table games drop are key indicators of casino volume. Slot handle represents the total amount wagered in a slot machine. Table games drop represents the total amount of cash and net markers issued that are deposited in gaming table drop boxes. Win represents the amount of wagers retained by us and recorded as casino revenue, and hold represents win as a percentage of slot handle or table games drop. As our customers are mainly Las Vegas locals, our hold percentages are generally consistent from period to period. Fluctuations in our casino revenue are generally due to the volume and spending levels of customers at our properties.

Job growth, population growth, housing prices and consumer confidence in the Las Vegas market continued to improve during the second quarter of 2015. However, we cannot be sure if, or how long, favorable market conditions will persist or whether they will continue to positively impact our results of operations.


40




Results of Operations

The following table presents information about our results of continuing operations (dollars in thousands):
 
Three Months Ended
June 30,
 
Percent
change
 
Six Months Ended
June 30, 2015
 
Percent
change
 
2015
 
2014
 
 
2015
 
2014
 
Net revenues
$
337,818

 
$
321,747

 
5.0
 %
 
$
680,587

 
$
648,224

 
5.0
 %
Operating income
68,071

 
48,272

 
41.0
 %
 
143,372

 
115,508

 
24.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
Casino revenues
229,672

 
221,602

 
3.6
 %
 
463,737

 
447,245

 
3.7
 %
Casino expenses
87,147

 
84,150

 
3.6
 %
 
172,178

 
169,116

 
1.8
 %
Margin
62.1
%
 
62.0
%
 


 
62.9
%
 
62.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Food and beverage revenues
62,860

 
59,543

 
5.6
 %
 
128,086

 
120,589

 
6.2
 %
Food and beverage expenses
40,374

 
39,403

 
2.5
 %
 
81,754

 
79,502

 
2.8
 %
Margin
35.8
%
 
33.8
%
 
 
 
36.2
%
 
34.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Room revenues
31,255

 
28,884

 
8.2
 %
 
62,646

 
57,264

 
9.4
 %
Room expenses
11,302

 
11,425

 
(1.1
)%
 
23,090

 
22,715

 
1.7
 %
Margin
63.8
%
 
60.4
%
 
 
 
63.1
%
 
60.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other revenues
18,642

 
18,461

 
1.0
 %
 
35,822

 
35,537

 
0.8
 %
Other expenses
6,906

 
7,858

 
(12.1
)%
 
13,038

 
14,678

 
(11.2
)%
 
 
 
 
 
 
 
 
 
 
 
 
Management fee revenue
21,025

 
17,058

 
23.3
 %
 
40,975

 
34,444

 
19.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
76,083

 
71,731

 
6.1
 %
 
147,330

 
142,145

 
3.6
 %
Percent of net revenues
22.5
%
 
22.3
%
 
 
 
21.6
%
 
21.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
35,775

 
32,134

 
11.3
 %
 
70,932

 
63,692

 
11.4
 %
Management fee expense
12,986

 
12,133

 
7.0
 %
 
26,578

 
24,673

 
7.7
 %
Write-downs and other charges, net
(3,113
)
 
14,497

 
n/m

 
(100
)
 
16,022

 
n/m

Interest expense, net
36,305

 
37,131

 
(2.2
)%
 
72,600

 
76,759

 
(5.4
)%
Loss on extinguishment of debt
—

 
—

 
—

 
—

 
4,132

 
n/m

Gain on Native American development
—

 
49,074

 
n/m

 
—

 
49,074

 
n/m

______________________________
n/m = Not meaningful

Net Revenues. Net revenues for the three and six months ended June 30, 2015 increased by 5.0% as compared to the prior year periods, reflecting increases across all of our revenue categories, which are discussed below.

Operating Income. Operating income increased by 41.0% to $68.1 million for the three months ended June 30, 2015 as compared to $48.3 million for the three months ended June 30, 2014. Operating income increased by 24.1% to $143.4 million for the six months ended June 30, 2015 as compared to $115.5 million for the six months ended June 30, 2014. Components of operating income for the three and six month comparative periods are discussed below.

Casino.  Casino revenues increased by 3.6% to $229.7 million for the three months ended June 30, 2015 as compared to $221.6 million for the three months ended June 30, 2014, due to higher slot, table games and sports wagering revenue. Casino revenues for the six months ended June 30, 2015 increased by 3.7% or $16.5 million as compared to the prior year

41




period, primarily due to higher slot and table games revenue. For the three and six months ended June 30, 2015, casino expenses increased by 3.6% and 1.8%, respectively, as compared to the prior year periods, primarily due to an increase in promotional allowances.

Food and Beverage.  For the three and six months ended June 30, 2015, food and beverage revenue increased by 5.6% and 6.2% as compared to the prior year periods due to increased volume at our restaurants. For the three and six months ended June 30, 2015, the number of restaurant guests served increased by 4.8% and 3.3%, respectively, as compared to the prior year periods, and the average guest check increased slightly. Food and beverage expenses increased by 2.5% and 2.8% for the three and six months ended June 30, 2015 as compared to the prior year periods, mainly due to the increased volume at our restaurants.

Room.  For the three months ended June 30, 2015, room revenues increased by 8.2% due to a 7.6% improvement in Average Daily Rate ("ADR") and a 3.1% increase in occupancy as compared to the prior year period. Room expenses decreased by 1.1% for the three months ended June 30, 2015 as compared to the prior year period. For the six months ended June 30, 2015, room revenues increased by 9.4% due to a 6.9% improvement in ADR and a 4.2% increase in occupancy as compared to the prior year period. Room expenses increased by 1.7% for the six months ended June 30, 2015 as compared to the prior year period, primarily due to higher payroll and related costs. The following table presents key information about our hotel operations:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Occupancy
95.5
%
 
92.6
%
 
94.2
%
 
90.4
%
Average daily rate
$
79.68

 
$
74.08

 
$
81.36

 
$
76.12

Revenue per available room
$
76.09

 
$
68.58

 
$
76.67

 
$
68.81


Occupancy is calculated by dividing total rooms occupied, including complimentary rooms, by total rooms available. ADR is calculated by dividing total room revenue, which includes the retail value of complimentary rooms, by total rooms occupied, including complimentary rooms. Revenue per available room is calculated by dividing total room revenue by total rooms available.

Other.  Other revenues primarily represent revenues from entertainment, gift shops, bowling, leased outlets and spas. Other revenues increased by $0.2 million and $0.3 million for the three and six months ended June 30, 2015, respectively, as compared to the prior year periods. Other expenses decreased by $1.0 million and $1.6 million for the three and six months ended June 30, 2015 as compared to the prior year periods, mainly due to lower cost of sales.

Management Fee Revenue.  Management fee revenue primarily represents fees earned from our management agreements with Graton Resort and Gun Lake. For the three months ended June 30, 2015, management fee revenue increased to $21.0 million as compared to $17.1 million for the prior year period, due to improved operating results from both Graton Resort and Gun Lake. Management fee revenue also includes reimbursable costs, which represent amounts received or due pursuant to our management agreements with Native American tribes for the reimbursement of expenses, primarily payroll costs, that we incur on their behalf. For the three months ended June 30, 2015, reimbursable revenues were $1.8 million as compared to $1.9 million for the prior year period. Excluding reimbursable costs, management fee revenue increased by $4.0 million or 26.5% for the three months ended June 30, 2015 as compared to the prior year period.

For the six months ended June 30, 2015, management fee revenue increased to $41.0 million as compared to $34.4 million for the prior year period, due to improved operating results from both Graton Resort and Gun Lake. For the six months ended June 30, 2015, reimbursable revenues decreased to $3.5 million as compared to $3.8 million for the prior year period. Excluding reimbursable costs, management fee revenue increased by $6.9 million or 22.4% for the six months ended June 30, 2015 as compared to the prior year period.

Selling, General and Administrative ("SG&A"). SG&A expenses for the three and six months ended June 30, 2015 increased to $76.1 million and $147.3 million, respectively, as compared to $71.7 million and $142.1 million for the prior year periods. The increase was mainly due to higher compensation expense, as well as a $2.5 million donation to the University of Nevada, Las Vegas (“UNLV”) towards the construction of a building for the hotel college.


42




Depreciation and Amortization.  For the three and six months ended June 30, 2015, depreciation and amortization expense increased to $35.8 million and $70.9 million, respectively, as compared to $32.1 million and $63.7 million for the prior year periods, primarily due to accelerated depreciation during the current year periods related to remodeling projects.

Management Fee Expense.  We have long-term management agreements with affiliates of Fertitta Entertainment to manage our properties. Under the management agreements, we pay a base management fee equal to 2% of gross revenues and an incentive management fee equal to 5% of positive EBITDA (as defined in the agreements) for each of our managed properties. Management fee expense for the three and six months ended June 30, 2015 increased to $13.0 million and $26.6 million, respectively, as compared to $12.1 million and $24.7 million, respectively, for the prior year periods due to improvements in our operating results.

Asset Impairment. Asset impairment for the three and six months ended June 30, 2015, includes a $1.8 million charge to write down the carrying amount of a parcel of land to its estimated fair value.

Write-downs and Other Charges, net. Write-downs and other charges, net includes charges such as losses on asset disposals, severance expense and non-routine transactions. For the three months ended June 30, 2015, write-downs and other charges, net, reflected a net gain of $3.1 million, primarily due to a $5.6 million gain on the sale of land held for development in northern California, partially offset by losses on asset disposals. For the six months ended June 30, 2015, write-downs and other charges, net, reflect a net gain of $0.1 million, representing the $5.6 million gain on sale of the northern California land, offset by losses on disposal of property and equipment and the write-off of canceled debt offering costs. For the three and six months ended June 30, 2014, write-downs and other charges, net, totaled $14.5 million and $16.0 million, respectively, and included charges related to the abandonment of certain assets, including an amphitheater and an outdoor water feature, as well as several restaurant remodeling projects.

Interest Expense, net.  Interest expense, net for the three and six months ended June 30, 2015 was $36.3 million and $72.6 million, respectively, as compared to $37.1 million and $76.8 million, respectively, for the prior year periods. The decrease in interest expense, net for the three months ended June 30, 2015 as compared to the prior year period is primarily due to a reduction in the principal balance outstanding under the term loan. The decrease in interest expense, net for the six months ended June 30, 2015 as compared to the prior year period is primarily due to the March 2014 repricing of our $1.6 billion term loan, which resulted in an interest rate reduction of 75 basis points on that portion of our debt, as well as the principal reduction on the term loan.

Interest expense, net includes the impact of our interest rate swaps that are designated in cash flow hedging relationships, which effectively converted $1.0 billion of our variable-rate debt to a fixed rate. Interest expense for the three and six months ended June 30, 2015 also included amortization of deferred losses on discontinued cash flow hedging relationships that were being reclassified from accumulated other comprehensive loss into interest expense through June 2015 as the previously hedged cash flows continued to occur. For the three and six months ended June 30, 2015, interest rate swaps increased our interest expense by $3.1 million and $6.2 million, respectively, as compared to $3.2 million and $6.5 million for the prior year periods.

Loss on Extinguishment of Debt. In March 2014, we recognized a loss on extinguishment of debt of $4.1 million related to the repricing of our term loan, primarily representing third-party fees and costs.

Gain on Native American Development. During the second quarter of 2014, we recognized a gain on Native American development of $49.1 million as a result of receiving payment in full of the outstanding advances due from the Federated Indians of Graton Rancheria in connection with the development of Graton Resort.

Discontinued Operations. Discontinued operations represents the operating results of Fertitta Interactive, which ceased operations in November 2014. The net loss from discontinued operations for the three and six months ended June 30, 2015 was $33,000 and $165,000, respectively, as compared to $6.1 million and $16.4 million, respectively, for the comparable prior year periods. See Note 2 — Fertitta Interactive, in the Condensed Consolidated Financial Statements for additional information.
 
Net Income (Loss) Attributable to Noncontrolling Interests. Net income (loss) attributable to noncontrolling interests represents the portion of net income (loss) of MPM and Fertitta Interactive that is not attributable to the Company. The change

43




in net income (loss) attributable to noncontrolling interests for the three and six months ended June 30, 2015 as compared to the prior year periods is primarily due to the discontinuation of operations of Fertitta Interactive.

Adjusted EBITDAM

Adjusted EBITDAM for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Adjusted EBITDAM
$
114,919

 
$
104,379

 
$
239,550

 
$
215,201


The increase in Adjusted EBITDAM for the three and six months ended June 30, 2015 as compared to the prior year periods is due to the factors described above.

Adjusted EBITDAM is a non-GAAP measure that is presented solely as a supplemental disclosure. We believe that Adjusted EBITDAM is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to operating income, Adjusted EBITDAM is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations excluding management fees, non-cash expenses, financing costs, and other non-operational or non-recurring items. Adjusted EBITDAM includes net income from continuing operations plus interest expense, net, depreciation and amortization, management fee expense, preopening expense, share-based compensation expense, a donation to UNLV, asset impairment charges, write-downs and other charges, net, loss on extinguishment of debt, and change in fair value of derivative instruments, and excludes gain on Native American development and Adjusted EBITDAM attributable to the noncontrolling interests of MPM. To evaluate Adjusted EBITDAM and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDAM. Further, Adjusted EBITDAM does not represent net income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance. Additionally, Adjusted EBITDAM does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. In addition, it should be noted that not all gaming companies that report EBITDAM or adjustments to this measure may calculate EBITDAM or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDAM may not be comparable to similarly titled measures used by other gaming companies.

Following is a reconciliation of net income from continuing operations to Adjusted EBITDAM (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net income from continuing operations
$
32,172

 
$
60,729

 
$
71,585

 
$
84,644

Interest expense, net
36,305

 
37,131

 
72,600

 
76,759

Depreciation and amortization
35,775

 
32,134

 
70,932

 
63,692

Management fee expense
12,986

 
12,133

 
26,578

 
24,673

Preopening expense
286

 
144

 
414

 
173

Share-based compensation
694

 
764

 
1,388

 
1,530

Donation to UNLV
2,500

 
—

 
2,500

 
—

Asset impairment
2,001

 
—

 
2,001

 
—

Write-downs and other charges, net
(3,113
)
 
14,497

 
(100
)
 
16,022

Loss on extinguishment of debt
—

 
—

 
—

 
4,132

Gain on Native American development
—

 
(49,074
)
 
—

 
(49,074
)
Change in fair value of derivative instruments
1

 
71

 
4

 
73

Other
—

 
11

 
—

 
21

Adjusted EBITDAM attributable to MPM noncontrolling interests
(4,688
)
 
(4,161
)
 
(8,352
)
 
(7,444
)
Adjusted EBITDAM
$
114,919

 
$
104,379

 
$
239,550

 
$
215,201


44





Liquidity and Capital Resources

The following liquidity and capital resources discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, investments and subsidiaries, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, the risks described in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014.

At June 30, 2015, we had $113.8 million in cash and cash equivalents, which is primarily used for the day-to-day operations of our properties. At June 30, 2015, our borrowing availability under our Revolving Credit Facility, subject to continued compliance with the terms of our Credit Facility, was $316.8 million, which is net of outstanding letters of credit and similar obligations totaling $33.2 million. Subject to obtaining additional commitments under the Credit Facility, we have the ability to increase our borrowing capacity thereunder in an aggregate principal amount not to exceed the greater of (a) $350 million and (b) an unlimited amount, if certain conditions are met and pro forma first lien leverage is less than or equal to 4.5x. Our ability to incur additional debt pursuant to such increased borrowing capacity is subject to compliance with the covenants in the Credit Facility and the indenture governing our 7.50% Senior Notes due 2021 (the "7.50% Senior Notes"), including pro forma compliance with the financial covenants contained in the Credit Facility, and compliance with the covenants contained in the Credit Facility and the indenture limiting our ability to incur additional indebtedness.

Our anticipated uses of cash for the remainder of 2015 include (i) principal and interest payments on our indebtedness totaling approximately $10 million and $50 million, respectively, (ii) approximately $55 million to $65 million for capital expenditures, and (iii) distributions to our members and noncontrolling interests, including the $100 million distribution to Station Holdco members that was approved by our Board of Managers in July 2015.

Our cash flow may be affected by a variety of factors, many of which are outside our control, including regulatory issues, competition, financial markets and other general business conditions. We believe that cash flows from operations, available borrowings under our credit agreement and existing cash balances will be adequate to satisfy our anticipated uses of capital for the foreseeable future, and we are continually evaluating our liquidity position and our financing needs. We cannot provide assurance, however, that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.

Following is a summary of our cash flow information (amounts in thousands):
 
Six Months Ended June 30,
 
2015
 
2014
Cash flows provided by (used in):
 
 
 
Operating activities
$
160,301

 
$
110,037

Investing activities
(44,957
)
 
20,333

Financing activities
(124,026
)
 
(114,456
)

Cash Flows from Operations

Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation and other non-cash charges), interest paid and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted mainly on a cash basis. Our food and beverage, room and other revenues are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations. For the six months ended June 30, 2015, cash provided by operating activities increased to $160.3 million as compared to $110.0 million for the prior year period, primarily due to the improved operating results at our properties. Cash paid for interest decreased to $60.9 million for the six months ended June 30, 2015 as compared to $63.6 million for the prior year period, primarily as a result of the March 2014 repricing of our Term Loan Facility. Cash flows from operating activities also reflect normal fluctuations in our working capital accounts. Operating cash flows for the six months ended June 30, 2015 and 2014 included $0.5 million and $15.2 million, respectively, of cash used for discontinued operations.


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Cash Flows from Investing Activities

During the six months ended June 30, 2015, we paid $50.6 million for capital expenditures, consisting primarily of various renovation projects at our properties, and we paid $1.2 million in reimbursable advances for the North Fork project. In addition, during the six months ended June 30, 2015 we received $8.2 million in proceeds from asset sales, primarily land in Las Vegas that was previously held for development.

During the six months ended June 30, 2014, we paid $42.4 million for capital expenditures and $1.1 million for reimbursable advances for the North Fork project. In addition, during the six months ended June 30, 2014, we received $66.0 million in repayments on our advances for Graton Resort.

Cash Flows from Financing Activities

During the six months ended June 30, 2015, we paid $72.5 million in principal payments on our indebtedness and $39.4 million in distributions to our members. During the same period, MPM and Fertitta Interactive paid $5.7 million and $0.2 million, respectively, in distributions to noncontrolling interest holders.

During the six months ended June 30, 2014, we paid $60.5 million in principal payments on our indebtedness and $48.4 million in distributions to our members. During the same period, MPM paid $5.0 million in distributions to noncontrolling interest holders, and Fertitta Interactive received capital contributions totaling $7.3 million from noncontrolling interest holders to fund its operations. In addition, we completed a repricing of our Term Loan Facility during the six months ended June 30, 2014 and paid $2.5 million in related fees and costs.

Restrictive Covenants

During the six months ended June 30, 2015, there were no changes in the covenants included in the credit agreement governing our Credit Facility or the indenture governing our 7.50% Senior Notes. A description of these covenants is included in Liquidity and Capital Resources in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014. We believe that as of June 30, 2015, we were in compliance with the covenants contained in the Credit Facility and the indenture governing our 7.50% Senior Notes.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we have any derivative arrangements other than the interest rate swaps discussed above. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. At June 30, 2015, we had outstanding letters of credit and similar obligations totaling $33.2 million.

Contractual Obligations

There have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2014.

Native American Development

We have development and management agreements with the North Fork Rancheria of Mono Indians, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the tribe in developing and operating a gaming and entertainment facility to be located on Highway 99 north of the city of Madera, California. See Note 3 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and Note 8 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014 for information about this project.


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Regulation and Taxes

We are subject to extensive regulation by Nevada gaming authorities as well as the NIGC, the California Gambling Control Commission, the Federated Indians of Graton Rancheria Gaming Commission and the Gun Lake Tribal Gaming Commission. In addition, we will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future.

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The most recent legislative session ended on June 1, 2015. There were no specific proposals to increase taxes on gaming revenue during the most recent legislative session, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada Legislature in the future.

Description of Certain Indebtedness

A description of our indebtedness is included in Note 11 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2014. There were no material changes to the terms of our indebtedness during the six months ended June 30, 2015.

Derivative Instruments

A description of our derivative instruments is included in Note 5 to the condensed consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

A description of our critical accounting policies and estimates is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014. There were no material changes to our critical accounting policies and estimates during the six months ended June 30, 2015.

Forward-looking Statements

When used in this report and elsewhere by management from time to time, the words "may", "might", "could", "believes", "anticipates", "expects" and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our expansions, development and acquisition projects, legal proceedings and employee matters. Certain important factors, including but not limited to, financial market risks, could cause our actual results to differ materially from those expressed in our forward-looking statements. Further information on potential factors which could affect our financial condition, results of operations and business including, without limitation, the impact of our substantial indebtedness; the effects of local and national economic, credit and capital market conditions on consumer spending and the economy in general, and on the gaming and hotel industries in particular; the effects of competition, including locations of competitors and operating and market competition; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; risks associated with construction projects, including shortages of materials or labor, unexpected costs, unforeseen permitting or regulatory issues and weather; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or terrorist incidents or natural disasters; risks associated with the collection and retention of data about our customers, employees, suppliers and business partners; and other risks described in our filings with the Securities and Exchange Commission. All forward-looking statements are based on our current expectations and projections about future events. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.



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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. There have been no material changes in our market risks from those disclosed in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 4.   Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective, at the reasonable assurance level, and are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Part II. Other Information
Item 1.    Legal Proceedings

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of such matters, and litigation inherently involves significant costs.

Item 1A.    Risk Factors

There have been no material changes in the risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds—None.

Item 3.    Defaults Upon Senior Securities—None.

Item 4.    Mine Safety Disclosures—None.

Item 5.    Other Information—None.

Item 6.    Exhibits

(a)
Exhibits

No. 31.1—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

No. 31.2—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

No. 32.1—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

No. 32.2—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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No. 101—The following information from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 formatted in eXtensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets at June 30, 2015 (unaudited) and December 31, 2014, (ii) the Unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, 2015 and 2014, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2015 and 2014, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
STATION CASINOS LLC,
Registrant
 
 
 
Date:
August 12, 2015
/s/ MARC J. FALCONE
 
 
Marc J. Falcone
Executive Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer)


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Station Casinos LLC Reports