Station Casinos LLC - FORM 10-Q - November 9, 2015

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EX-32.1 - EXHIBIT 32.1 - Station Casinos LLCstation-09302015xex321cert.htm
EX-31.2 - EXHIBIT 31.2 - Station Casinos LLCstation-09302015xex312cert.htm
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EX-31.1 - EXHIBIT 31.1 - Station Casinos LLCstation-09302015xex311cert.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 September 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 October 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)

 
September 30, 2015
 
December 31, 2014
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
96,944

 
$
121,965

Restricted cash
1,067

 
1,067

Receivables, net
33,341

 
34,852

Inventories
8,859

 
9,960

Prepaid gaming tax
20,786

 
19,426

Prepaid expenses and other current assets
10,222

 
7,538

Current assets of discontinued operations
196

 
1,746

Assets held for sale
15,346

 
—

Total current assets
186,761

 
196,554

Property and equipment, net of accumulated depreciation of $450,221 and $374,738 at
     September 30, 2015 and December 31, 2014, respectively
2,115,082

 
2,135,908

Goodwill
195,676

 
195,676

Intangible assets, net of accumulated amortization of $64,064 and $50,313 at
     September 30, 2015 and December 31, 2014, respectively
154,581

 
168,332

Land held for development
174,320

 
202,222

Investments in joint ventures
14,358

 
18,180

Native American development costs
11,264

 
9,619

Other assets, net
44,874

 
47,850

Total assets
$
2,896,916

 
$
2,974,341

LIABILITIES AND MEMBERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
21,278

 
$
25,938

Accrued interest payable
3,894

 
15,049

Other accrued liabilities
144,052

 
123,297

Current portion of long-term debt
109,530

 
80,892

Current liabilities of discontinued operations
106

 
366

Total current liabilities
278,860

 
245,542

Long-term debt, less current portion
2,017,199

 
2,065,707

Deficit investment in joint venture
2,312

 
2,339

Interest rate swaps and other long-term liabilities, net
15,451

 
15,585

Total liabilities
2,313,822

 
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
567,322

 
653,843

Accumulated other comprehensive loss
(6,693
)
 
(7,099
)
Accumulated deficit
—

 
(27,750
)
Total Station Casinos LLC members' equity
560,629

 
618,994

Noncontrolling interest
22,465

 
26,174

Total members' equity
583,094

 
645,168

Total liabilities and members' equity
$
2,896,916

 
$
2,974,341


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

3




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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Operating revenues:
 
 
 
 
 
 
 
Casino
$
219,861

 
$
215,147

 
$
683,598

 
$
662,392

Food and beverage
59,479

 
56,768

 
187,565

 
177,357

Room
29,665

 
27,215

 
92,311

 
84,479

Other
17,103

 
17,897

 
52,925

 
53,434

Management fees
22,728

 
17,062

 
63,703

 
51,506

Gross revenues
348,836

 
334,089

 
1,080,102

 
1,029,168

Promotional allowances
(25,239
)
 
(24,433
)
 
(75,918
)
 
(71,288
)
Net revenues
323,597

 
309,656

 
1,004,184

 
957,880

Operating costs and expenses:
 
 
 
 
 
 
 
Casino
85,091

 
84,011

 
257,269

 
253,127

Food and beverage
39,443

 
37,624

 
121,197

 
117,126

Room
11,672

 
11,295

 
34,762

 
34,010

Other
6,499

 
7,483

 
19,537

 
22,161

Selling, general and administrative
75,499

 
76,178

 
222,182

 
218,323

Preopening
707

 
113

 
1,121

 
286

Depreciation and amortization
32,858

 
31,755

 
103,790

 
95,447

Management fee expense
12,093

 
11,179

 
38,671

 
35,852

Asset impairment
100

 
11,739

 
2,101

 
11,739

Write-downs and other charges, net
5,047

 
4,565

 
5,594

 
20,587

 
269,009

 
275,942

 
806,224

 
808,658

Operating income
54,588

 
33,714

 
197,960

 
149,222

Earnings (losses) from joint ventures
253

 
(272
)
 
1,070

 
754

Operating income and earnings (losses) from joint ventures
54,841

 
33,442

 
199,030

 
149,976

Other (expense) income:
 
 
 
 
 
 
 
Interest expense, net
(35,634
)
 
(37,312
)
 
(108,234
)
 
(114,071
)
Loss on extinguishment of debt
—

 
—

 
—

 
(4,132
)
Gain on Native American development
—

 
—

 
—

 
49,074

Change in fair value of derivative instruments
—

 
71

 
(4
)
 
(2
)
 
(35,634
)
 
(37,241
)
 
(108,238
)
 
(69,131
)
Net income (loss) from continuing operations
19,207

 
(3,799
)
 
90,792

 
80,845

Discontinued operations
(6
)
 
(26,521
)
 
(171
)
 
(42,969
)
Net income (loss)
19,201

 
(30,320
)
 
90,621

 
37,876

Less: net income (loss) attributable to noncontrolling interests
1,948

 
(9,472
)
 
5,730

 
(11,921
)
Net income (loss) attributable to Station Casinos LLC
$
17,253

 
$
(20,848
)
 
$
84,891

 
$
49,797


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

4




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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
Net income (loss)
$
19,201

 
$
(30,320
)
 
$
90,621

 
$
37,876

Other comprehensive (loss) income:
 
 
 
 
 
 
 
Unrealized (loss) gain on interest rate swaps:
 
 
 
 
 
 
 
Unrealized (loss) gain arising during period
(2,157
)
 
1,076

 
(6,945
)
 
(5,181
)
Reclassification of unrealized loss on interest rate swaps into operations
1,057

 
3,213

 
7,222

 
9,720

Unrealized (loss) gain on interest rate swaps, net
(1,100
)
 
4,289

 
277

 
4,539

Unrealized gain (loss) on available-for-sale securities:
 
 
 
 
 
 
 
Unrealized gain (loss) arising during the period
6

 
(60
)
 
(72
)
 
(81
)
Reclassification of other-than-temporary impairment of available-for-sale securities into operations
—

 
—

 
201

 
—

Unrealized gain (loss) on available-for-sale securities, net
6

 
(60
)
 
129

 
(81
)
Other comprehensive (loss) income
(1,094
)
 
4,229

 
406

 
4,458

Comprehensive income (loss)
18,107

 
(26,091
)
 
91,027

 
42,334

Less: comprehensive income (loss) attributable to noncontrolling interests
1,948

 
(9,472
)
 
5,730

 
(11,921
)
Comprehensive income (loss) attributable to
Station Casinos LLC
$
16,159

 
$
(16,619
)
 
$
85,297

 
$
54,255


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)

 
Nine Months Ended September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
90,621

 
$
37,876

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
103,790

 
99,529

Change in fair value of derivative instruments
4

 
2

Amortization of deferred losses on derivative instruments
7,222

 
9,720

Write-downs and other charges, net
3,375

 
18,957

Goodwill impairment of Fertitta Interactive
—

 
5,562

Asset impairment
2,101

 
27,687

Amortization of debt discount and debt issuance costs
13,897

 
13,178

Interest—paid in kind
3,176

 
3,097

Share-based compensation
2,038

 
2,286

Earnings from joint ventures
(1,070
)
 
(754
)
Distributions from joint ventures
1,314

 
1,291

Loss on extinguishment of debt
—

 
4,132

Gain on Native American development
—

 
(49,074
)
Changes in assets and liabilities:
 
 
 
Receivables, net
2,112

 
2,331

Inventories and prepaid expenses
(3,510
)
 
(1,509
)
Accounts payable
(1,401
)
 
958

Accrued interest payable
(10,949
)
 
(10,569
)
Other accrued liabilities
10,876

 
3,381

Other, net
2,341

 
2,030

Net cash provided by operating activities
225,937

 
170,111

Cash flows from investing activities:
 
 
 
Capital expenditures, net of related payables
(74,376
)
 
(71,526
)
Proceeds from asset sales
25,156

 
791

Investments in joint ventures
(41
)
 
(4,386
)
Distributions in excess of earnings from joint ventures
845

 
785

Proceeds from repayment of Native American development costs
—

 
66,048

Native American development costs
(1,569
)
 
(2,052
)
Other, net
(1,882
)
 
409

Net cash used in investing activities
(51,867
)
 
(9,931
)

6




STATION CASINOS LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(amounts in thousands, unaudited)
 
Nine Months Ended September 30,
 
2015
 
2014
Cash flows from financing activities:
 
 
 
Borrowings under credit agreements with original maturities of three months
or less, net
45,000

 
—

Payments under credit agreements with original maturities greater than three months
(75,768
)
 
(63,218
)
Distributions to members and noncontrolling interests
(155,139
)
 
(125,803
)
Payment of debt issuance costs
—

 
(2,454
)
Payments on derivative instruments with other-than-insignificant financing elements
(7,125
)
 
(8,270
)
Capital contributions from noncontrolling interests
—

 
9,803

Other, net
(6,600
)
 
(2,759
)
Net cash used in financing activities
(199,632
)
 
(192,701
)
Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
 
 
 
Decrease in cash and cash equivalents
(25,562
)
 
(32,521
)
Balance, beginning of period
122,702

 
137,621

Balance, end of period
$
97,140

 
$
105,100

Supplemental cash flow disclosures:
 
 
 
Cash paid for interest
$
100,617

 
$
103,461

Non-cash investing and financing activities:
 
 
 
Capital expenditures incurred but not yet paid
$
20,081

 
$
23,339


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, development and management company that owns and operates nine major gaming and entertainment facilities and ten smaller casinos (three of which are 50% owned) in the Las Vegas regional market. The Company also manages a casino in Sonoma County, California and a casino in southwestern Michigan, both on behalf of Native American tribes.

Basis of Presentation

The accompanying condensed consolidated financial statements 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 September 30, 2015 and December 31, 2014 included intangible assets of $24.3 million and $31.9 million, respectively, and receivables of $3.0 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 three 50% owned smaller casino properties. In April 2015, the Company sold its 50% investment in a joint venture which owned undeveloped land in North Las Vegas. Equity method investments at September 30, 2015 and December 31, 2014 also included $6.9 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 Operations and the Condensed Consolidated Statements of Comprehensive Income, and

8



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

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

IPO and Purchase of Fertitta Entertainment
On October 13, 2015, Station Casinos Corp., a Delaware corporation and newly formed affiliate of the Company ("Station Corp."), filed a registration statement on Form S-1 to register shares of common stock to be offered in an initial public offering (the "IPO"). Upon closing of the IPO and the associated reorganization transactions (the "Transactions"), Station Corp. will become the sole managing member of Station Holdco LLC ("Station Holdco") and will hold a portion of the outstanding LLC units of Station Holdco. Station Holdco currently owns non-voting interests in the Company that represent all of the economic interests of the Company.
Also on October 13, 2015, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with respect to the acquisition of all of the outstanding membership interests of Fertitta Entertainment LLC, a Delaware limited liability company which is controlled by affiliates of Frank J. Fertitta III, the Company's Chief Executive Officer and a member of its Board of Managers, and Lorenzo J. Fertitta, a member of the Company's Board of Managers(“Fertitta Entertainment”) (the “Fertitta Entertainment Acquisition”). All of the Company’s gaming and non-gaming facilities in the Las Vegas regional market are currently managed by subsidiaries of Fertitta Entertainment pursuant to management agreements entered into on June 17, 2011 (the “FE Management Agreements”).
The purchase price of the Fertitta Entertainment Acquisition is $460 million in cash, less amounts paid by the Company in satisfaction of indebtedness of Fertitta Entertainment on the closing date, and subject to reduction based on the amount, if any, of Fertitta Entertainment’s liabilities assumed by the Company. The terms of the Fertitta Entertainment Acquisition were negotiated on behalf of the Company and approved by a special committee of the Company’s Board of Managers with the assistance and counsel of independent legal and financial advisors retained by such special committee.
The purchase price for the Fertitta Entertainment Acquisition is expected to be funded by a portion of the proceeds from the IPO and the balance of the purchase price is expected to be funded by incurring additional debt. Both the Company and the sellers have agreed, following the closing, to indemnify each other for losses arising from certain breaches of the representations, warranties and covenants contained in the Purchase Agreement and for certain other liabilities, subject to certain limitations.
The consummation of the Fertitta Entertainment Acquisition, which has been unanimously approved by the Company’s Board of Managers, is subject to certain closing conditions, including, among other things, (i) the expiration or termination of the waiting period (and any extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the approval of various gaming authorities, and (iii) the closing of the IPO.
The Fertitta Entertainment Acquisition is expected to be consummated concurrently with the closing of the IPO, but there can be no assurance that the IPO or the Fertitta Entertainment Acquisition will be consummated or as to the date by which the IPO or the Fertitta Entertainment Acquisition will be consummated. Following the consummation of the Fertitta Entertainment Acquisition, Fertitta Entertainment and its subsidiaries will be wholly-owned subsidiaries of the Company. The Company expects to enter into employment agreements with the executive officers and other individuals who were employed by Fertitta Entertainment, with such agreements becoming effective upon the consummation of the Fertitta Entertainment Acquisition.
The Company and Fertitta Entertainment are controlled by brothers Frank J. Fertitta III and Lorenzo J. Fertitta, who collectively hold a majority of the voting and economic interests of both entities. The Fertitta Entertainment Acquisition constitutes an acquisition of an entity under common control which will be accounted for at historical cost in a manner similar to a pooling of interests. The excess of the purchase price over the historical cost of the net assets acquired will be treated as a deemed distribution for accounting purposes.
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 Operations 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 about Fertitta Interactive.


9



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

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 September 30, 2015, assets held for sale primarily represented undeveloped land in Las Vegas and Reno 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 which 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 Accounting Standards

In May 2014, the Financial Accounting Standards Board ("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. Early application is permitted for annual reporting periods beginning after December 15, 2016 (including interim periods within those periods). 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 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.


10



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

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

 
$
1,333

 
$
—

 
$
6,531

Costs and expenses
6

 
27,854

 
171

 
49,500

Net loss from discontinued operations
(6
)
 
(26,521
)
 
(171
)
 
(42,969
)
Less: net loss from discontinued operations attributable
 to noncontrolling interests
(3
)
 
(11,573
)
 
(73
)
 
(18,790
)
Net loss from discontinued operations attributable to
Station Casinos LLC
$
(3
)
 
$
(14,948
)
 
$
(98
)
 
$
(24,179
)

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):
 
September 30, 2015
 
December 31, 2014
Cash
$
196

 
$
737

Accounts receivable and other
—

 
1,009

Total assets
$
196

 
$
1,746

    
Fertitta Interactive's current liabilities at September 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 Native American tribe located near Fresno, California, which were originally entered into in 2003. In August 2014, the Mono and the Company entered into the Second Amended and Restated Development Agreement (the "Development Agreement") and the Second Amended and Restated Management Agreement (the "Management Agreement"). 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 in Madera County, California. The Company purchased a 305-acre parcel of land located on Highway 99 north of the city of Madera (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 governmental and regulatory approvals, including, but not limited to, approval of the Management Agreement by the Chairman of the National Indian Gaming Commission ("NIGC").
    
Under the Development Agreement, the Company will receive a development fee of 4% of the costs of construction and the costs of development of the North Fork Project (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. The Company will contribute significant financial support to the North Fork Project. Through September 30, 2015, the Company has paid approximately $26.4 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

11



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

adoption of fresh-start reporting in 2011. At September 30, 2015, the carrying amount of the advances was $11.3 million.

The following table outlines the Company's evaluation at September 30, 2015 of each of the critical milestones necessary to complete the North Fork Project.
 
As of September 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.
Tribe has possession of or access to usable land upon which the project is to be built
The 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. 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 Management Agreement by the NIGC is expected to occur following the Mono's written request for such approval. The Company believes the 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 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.
Following is a discussion of legal matters related to the North Fork Project.
Stand Up For California! v. Dept. of the Interior. In December 2012, Stand Up for California!, several individuals and the Ministerial Association of Madera (collectively, the “Stand Up” plaintiffs) filed a complaint against the DOI, the BIA and the Secretary of Interior and Assistant Secretary of the Interior, in their official capacities, seeking to overturn the Secretary's determination to take the North Fork Site into trust for the purposes of gaming (the “North Fork Determination”) and seeking declaratory and injunctive relief to prevent the United States from taking the North Fork Site into trust. The Mono filed a motion to intervene as a party to the lawsuit, which was subsequently granted. In January 2013, the Court denied the Stand Up plaintiffs' Motion for Preliminary Injunction and the United States accepted the North Fork Site into trust for the benefit of the

12



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

Mono in February 2013. The parties’ motions for summary judgment, oppositions to motions for summary judgment and responses were all filed by April 2015, and the parties are currently awaiting a hearing date for oral argument or a decision on the pleadings.

Stand Up For California! v. Brown. In March 2013, Stand Up for California! and Barbara Leach, a local resident, filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against California Governor Edmund G. Brown, Jr., alleging that Governor Brown violated the California constitutional separation-of-powers doctrine when he concurred in the North Fork Determination. The complaint sought to vacate and set aside the Governor’s concurrence. Plaintiffs' complaint was subsequently amended to include a challenge to the constitutionality of AB 277. The Mono intervened as a defendant in the lawsuit and both the State of California (the “State”) and the Mono filed demurrers to plaintiffs' complaint. In March 2014, the court issued its Judgment of Dismissal dismissing plaintiffs' amended complaint. In September 2014, plaintiffs filed their opening appellate brief appealing the Judgment of Dismissal. The State and the Mono subsequently filed their responsive briefs and the plaintiffs filed their reply brief in January 2015. The parties are currently awaiting a hearing date for oral arguments or a decision on the appellate briefs. Prior to the court's issuance of its Judgment of Dismissal, the Mono filed a Cross-Complaint against the State alleging that Proposition 48 was invalid and unenforceable to the extent that it purports to invalidate the legislative ratification of the Compact. The State and the plaintiffs filed demurrers seeking to dismiss the Cross-Complaint. In June 2014, the court sustained the plaintiffs’ and the State’s demurrers and dismissed the Mono’s Cross-Complaint.  The Mono timely filed their notice of appeal for dismissal of the Cross-Complaint and in June 2015, filed their opening appellate brief. On September 18, 2015, plaintiffs and the State filed their responsive briefs.

North Fork Rancheria of Mono Indians v. State of California. In March 2015, the Mono filed a complaint against 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 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. The State filed its answer to the Mono's complaint in May 2015. The Chowchilla (Chaushilha) Tribe of Yokuts (“Chowchilla”), a group that is not federally recognized, filed a motion to intervene in this case in July 2015. The Mono and the State both filed oppositions to the Chowchilla’s motion. On August 26, 2015, the court denied the Chowchilla’s motion to intervene. The Mono’s motion for judgment on the pleadings was filed on August 17, 2015, and the State’s opposition and cross motion for judgment on the pleadings was filed on September 17, 2015. The Mono's reply brief was filed on October 8, 2015 and the State's reply brief was filed 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 September 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.


13



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

4.    Long-term Debt

Long-term debt consisted of the following (amounts in thousands):
 
September 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 September 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $36.0 million and $42.1 million, respectively
$
1,436,647

 
$
1,503,831

$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate (4.38% at September 30, 2015)
45,000

 
—

$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount of $4.8 million and $5.3 million, respectively
495,197

 
494,682

Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.69% and 3.67% at September 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $3.3 million and $6.7 million, respectively
110,780

 
106,783

Other long-term debt, weighted-average interest of 3.95% and 3.98% at September 30, 2015 and December 31, 2014, respectively, maturity dates ranging from 2016 to 2027
39,105

 
41,303

Total long-term debt
2,126,729

 
2,146,599

Current portion of long-term debt
(109,530
)
 
(80,892
)
Total long-term debt, net
$
2,017,199

 
$
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 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. 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 September 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 September 30, 2015 to 5.00 to 1.00 in 2017 and a minimum interest coverage ratio of 3.00 to 1.00, 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

14



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

covenants. At September 30, 2015, the Company’s total leverage ratio was 4.53 to 1.00 and its interest coverage ratio was 3.91 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 September 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 $271.8 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 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 September 30, 2015, the Company had one outstanding interest rate swap with a notional amount of $1.0 billion, under which it received variable-rate payments in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. In July 2015, one of the Company's interest rate swaps with a notional amount of approximately $0.7 billion matured, and the notional amount of the Company's remaining interest rate swap, which matures in 2017, increased by the same amount.
    
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
 
 
September 30,
2015
 
December 31, 2014
Derivatives designated as hedging instruments:
 
 
 
 
Interest rate swap
Other accrued liabilities
 
$
—

 
$
4,149

Interest rate swap
Interest rate swap and other
 long–term liabilities, net
 
10,284

 
6,105


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

As of September 30, 2015, the Company had not posted any collateral related to its interest rate swap agreement; however, the Company's obligation under the swap agreement is subject to the security and guarantee arrangements applicable to the related credit agreement. The swap agreement contains a cross-default provision under which the Company could be declared in default on its obligation under such agreement if certain conditions of default exist on the Credit Facility. As of September 30, 2015, the termination value of the interest rate swap, including accrued interest, was a net liability of $11.0 million. Had the Company been in breach of the provisions of the swap arrangement, it could have been required to pay the termination value to settle the obligation.

Cash Flow Hedge

As of September 30, 2015, the Company's outstanding interest rate swap effectively converted $1.0 billion of its variable interest rate debt to a fixed rate of approximately 5.02%. In accordance with the accounting guidance for derivatives and hedging, the Company has designated the full notional amount of the interest rate swap as a cash flow hedge of interest rate risk. Under the terms of the swap agreement, the Company pays a fixed rate of 1.77% and receives a variable rate based on one-month LIBOR (subject to a minimum of 1.00%).

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

15



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

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 Operations. The Company's interest rate swap had a fair value other than zero at the time it was designated in a hedging relationship, resulting in ineffectiveness.

The table below presents the gains (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) Gain on Derivatives Recognized in Other Comprehensive Income (Loss)(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 Gain on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Amount of Gain on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
 
Three Months Ended September 30,
 
 
Three Months Ended September 30,
 
 
Three Months Ended September 30,
 
2015
 
2014
 
 
2015
 
2014
 
 
2015
 
2014
Interest rate swaps
 
$
(2,157
)
 
$
1,076

 
Interest expense, net
 
$
(1,057
)
 
$
(3,213
)
 
Change in fair value of derivative instruments
 
$
—

 
$
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)
 
Nine Months Ended September 30,
 
 
Nine Months Ended September 30,
 
 
Nine Months Ended September 30,
 
2015
 
2014
 
 
2015
 
2014
 
 
2015
 
2014
Interest rate swaps
 
$
(6,945
)
 
$
(5,181
)
 
Interest expense, net
 
$
(7,222
)
 
$
(9,720
)
 
Change in fair value of derivative instruments
 
$
(4
)
 
$
(2
)

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. These deferred losses became fully amortized in June 2015.

Approximately $5.4 million of deferred losses on the Company's designated interest rate swap is expected to be reclassified from accumulated other comprehensive loss into earnings during the next twelve months.


16



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

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 September 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)
$
115

 
$
115

 
$
—

 
$
—

 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Interest rate swap
$
10,284

 
$
—

 
$
10,284

 
$
—

 
 
 
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 counterparty's nonperformance risk in the fair value measurement.

Assets Measured at Fair Value on a Nonrecurring Basis

During the nine months ended September 30, 2015, the Company recognized an impairment charge of $1.9 million to write down the carrying amount of a parcel of land held for sale in Las Vegas to $2.0 million, representing its estimated fair value less cost to sell.
    
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):
 
 
September 30,
2015
 
December 31, 2014
Aggregate fair value
 
$
2,172

 
$
2,166

Aggregate carrying amount, net of unamortized discounts
 
2,127

 
2,147



17



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

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.
    
7.    Members' Equity

Changes in Members' Equity and Noncontrolling Interest

The changes in members' equity and noncontrolling interest for the nine months ended September 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

Net reclassification of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain on interest rate swaps
—

 
—

 
—

 
277

 
—

 
277

 
—

 
277

Unrealized gain on available-for-sale securities
—

 
—

 
—

 
129

 
—

 
129

 
—

 
129

Share-based compensation
—

 
—

 
2,038

 
—

 
—

 
2,038

 
—

 
2,038

Net income
—

 
—

 
—

 
—

 
84,891

 
84,891

 
5,730

 
90,621

Distributions
—

 
—

 
(88,559
)
 
—

 
(57,141
)
 
(145,700
)
 
(9,439
)
 
(155,139
)
Balances,
September 30, 2015
$
—

 
$
—

 
$
567,322

 
$
(6,693
)
 
$
—

 
$
560,629

 
$
22,465

 
$
583,094


At September 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) Gain on Available-for-sale Securities
 
Total
Balances, December 31, 2014
$
(6,976
)
 
$
(123
)
 
$
(7,099
)
Unrealized losses on interest rate swaps
(6,945
)
 
—

 
(6,945
)
Reclassification of unrealized losses on interest rate swaps into income
7,222

 
—

 
7,222

Unrealized loss on available-for-sale securities
—

 
(72
)
 
(72
)
Reclassification of other-than-temporary impairment of available-for-sale securities into income
—

 
201

 
201

Balances, September 30, 2015
$
(6,699
)
 
$
6

 
$
(6,693
)


18



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

Net Income (Loss) Attributable to Station Casinos LLC

Net income (loss) attributable to Station Casinos LLC was as follows (amounts in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net income (loss) from continuing operations
$
17,256

 
$
(5,900
)
 
$
84,989

 
$
73,976

Net loss from discontinued operations
(3
)
 
(14,948
)
 
(98
)
 
(24,179
)
Net income (loss)
$
17,253

 
$
(20,848
)
 
$
84,891

 
$
49,797

        
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 September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Loss (gain) on disposal of assets, net
$
1,004

 
$
3,824

 
$
(411
)
 
$
19,608

Transaction-related costs
3,716

 
—

 
4,363

 
—

Severance expense
317

 
741

 
847

 
1,619

Other, net
10

 
—

 
795

 
(640
)
 
$
5,047

 
$
4,565

 
$
5,594

 
$
20,587


Transaction-related costs include IPO-related advisory, legal and other costs that were not deferred as direct and incremental costs of the IPO, and costs related to the Fertitta Entertainment Acquisition. At September 30, 2015, the Company had recognized $0.9 million of deferred offering costs related to the IPO, which is included in Other assets, net in the Condensed Consolidated Balance Sheet.

During the nine months ended September 30, 2015, the Company sold certain parcels of land that were previously held for development, and recognized gains on sale totaling $6.4 million, which is included in loss (gain) on disposal of assets, net. The gain is partially offset by losses on disposal of various assets, including asset disposals related to remodeling projects. For the nine months ended September 30, 2014, loss on disposal of assets, net, 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.


19




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 operations, 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.


20



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

CONDENSED CONSOLIDATING BALANCE SHEETS
SEPTEMBER 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
 
$
3,433

 
$
89,480

 
$
—

 
$
92,913

 
$
4,031

 
$
—

 
$
96,944

Restricted cash
 
1,067

 
—

 
—

 
1,067

 
—

 
—

 
1,067

Receivables, net
 
1,988

 
24,530

 
—

 
26,518

 
6,823

 
—

 
33,341

Intercompany receivables
 
4,945

 
—

 
—

 
4,945

 
—

 
(4,945
)
 
—

Advances to subsidiaries
 
144,804

 
—

 
(144,804
)
 
—

 
—

 
—

 
—

Loans to parent
 
—

 
625,203

 
(625,203
)
 
—

 
—

 
—

 
—

Inventories
 
9

 
8,757

 
—

 
8,766

 
93

 
—

 
8,859

Prepaid gaming tax
 
—

 
20,651

 
—

 
20,651

 
135

 
—

 
20,786

Prepaid expenses and other current assets
 
7,032

 
2,955

 
—

 
9,987

 
235

 
—

 
10,222

Current assets of discontinued operations
 
—

 
—

 
—

 
—

 
196

 
—

 
196

Assets held for sale
 
—

 
15,346

 
—

 
15,346

 
—

 
—

 
15,346

Total current assets
 
163,278

 
786,922

 
(770,007
)
 
180,193

 
11,513

 
(4,945
)
 
186,761

Property and equipment, net
 
76,334

 
2,027,480

 
—

 
2,103,814

 
11,268

 
—

 
2,115,082

Goodwill
 
1,234

 
194,442

 
—

 
195,676

 
—

 
—

 
195,676

Intangible assets, net
 
1,045

 
129,283

 
—

 
130,328

 
24,253

 
—

 
154,581

Land held for development
 
—

 
75,300

 
—

 
75,300

 
99,020

 
—

 
174,320

Investments in joint ventures
 
—

 
10,891

 
—

 
10,891

 
3,467

 
—

 
14,358

Native American development costs
 
—

 
11,264

 
—

 
11,264

 
—

 
—

 
11,264

Investments in subsidiaries
 
2,975,529

 
12,929

 
(2,978,815
)
 
9,643

 
—

 
(9,643
)
 
—

Other assets, net
 
28,556

 
15,686

 
—

 
44,242

 
632

 
—

 
44,874

Total assets
 
$
3,245,976

 
$
3,264,197

 
$
(3,748,822
)
 
$
2,761,351

 
$
150,153

 
$
(14,588
)
 
$
2,896,916

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

21



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

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)
SEPTEMBER 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
 
$
9,114

 
$
11,656

 
$
—

 
$
20,770

 
$
508

 
$
—

 
$
21,278

Accrued interest payable
 
3,855

 
27

 
—

 
3,882

 
12

 
—

 
3,894

Other accrued liabilities
 
25,572

 
116,786

 
—

 
142,358

 
1,694

 
—

 
144,052

Intercompany payables
 
—

 
—

 
—

 
—

 
4,934

 
(4,934
)
 
—

Loans from subsidiaries
 
625,203

 
—

 
(625,203
)
 
—

 
—

 
—

 
—

Advances from parent
 
—

 
144,804

 
(144,804
)
 
—

 
—

 
—

 
—

Current portion of long-term debt
 
107,857

 
1,673

 
—

 
109,530

 
—

 
—

 
109,530

Current liabilities of discontinued operations

 
—

 
—

 
—

 
—

 
117

 
(11
)
 
106

Total current liabilities
 
771,601

 
274,946

 
(770,007
)
 
276,540

 
7,265

 
(4,945
)
 
278,860

Long-term debt, less current portion
 
1,903,462

 
2,957

 
—

 
1,906,419

 
110,780

 
—

 
2,017,199

Deficit investment in joint venture
 
—

 
2,312

 
—

 
2,312

 
—

 
—

 
2,312

Interest rate swap and other long-term liabilities, net
 
10,284

 
5,167

 
—

 
15,451

 
—

 
—

 
15,451

Total liabilities
 
2,685,347

 
285,382

 
(770,007
)
 
2,200,722

 
118,045

 
(4,945
)
 
2,313,822

Members' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Station Casinos LLC members' equity
 
560,629

 
2,978,815

 
(2,978,815
)
 
560,629

 
9,643

 
(9,643
)
 
560,629

  Noncontrolling interest
 
—

 
—

 
—

 
—

 
22,465

 
—

 
22,465

Total members' equity
 
560,629

 
2,978,815

 
(2,978,815
)
 
560,629

 
32,108

 
(9,643
)
 
583,094

Total liabilities and members' equity
 
$
3,245,976

 
$
3,264,197

 
$
(3,748,822
)
 
$
2,761,351

 
$
150,153

 
$
(14,588
)
 
$
2,896,916

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

22



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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

23



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

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)
DECEMBER 31, 2014
(amounts in thousands)
 
 
Parent
 
Guarantor Subsid