Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - NGA Holdco, LLCa2291610-kaexhibit322.htm
EX-32.1 - EXHIBIT 32.1 - NGA Holdco, LLCa2291610-kaexhibit321.htm
EX-31.2 - EXHIBIT 31.2 - NGA Holdco, LLCa2291610-kaexhibit312.htm
EX-31.1 - EXHIBIT 31.1 - NGA Holdco, LLCa2291610-kaexhibit311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
FORM 10-K/A
(Mark One)
ý
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2016
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from              to             
Commission file number 0-52734 
NGA HOLDCO, LLC
(Exact Name of Small Business Issuer as Specified in its Charter) 
Nevada
20-8349236
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
21 Waterway Avenue, Suite 150, The Woodlands, TX 77380
(Address of Principal Executive Offices)
713-559-7400
(Registrant’s Telephone Number, Including Area Code) 
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Class A Units 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporate by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨  (Do not check if smaller reporting company)
Smaller reporting company
ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.    Yes  ¨    No  ý
State the aggregate market value of the voting and non-voting common equity held by non-affiliates. None. 
DOCUMENTS INCORPORATED BY REFERENCE
None




Explanatory Note
NGA HoldCo, LLC, a Nevada limited liability company ("NGA," and collectively with its two wholly-owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company [“Blocker”], and AcquisitionCo, LLC, a Nevada limited liability company owned indirectly through Blocker [“AcquisitionCo”], the "Company”), is filing this Amendment No. 1 (this "amendment") to its annual report on Form 10-K for the year ended February 29, 2016, originally filed on May 31, 2016, to reflect the restatement of its consolidated financial statements as of and for the year ended February 29, 2016. As more fully explained in Note 10 to the Consolidated Financial Statements, income tax benefits associated with other comprehensive income has been reduced by approximately $3.4 million and income tax benefits associated with operations has been increased by a like amount, with no effect on total comprehensive income and total members' equity.
Items 7, 8 and 9A of Part II and Item 15 of Part IV of the Form 10-K amended hereby, which are amended and restated in their entirety, are the only portions of the Form 10-K being supplemented or amended by this amendment. Additionally, in connection with the filing of this amendment, and pursuant to rules of the Securities and Exchange Commission (“SEC”), the Company is including new certifications in Exhibits 31.1, 31.2, 32.1 and 32.2 and new financial statements in Exhibit 101 formatted in XBRL. This amendment does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Form 10-K. Accordingly, this amendment should be read in conjunction with the Company’s filings with the SEC subsequent to the original filing of the Form 10-K amended hereby, including any amendments to those filings, as information in such filings may update or supersede certain information contained in those filings as well as information in this amendment and/or the Form 10-K amended hereby.

Part II

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
THE COMPANY
Overview
NGA HoldCo, LLC, a Nevada limited liability company (“NGA”), was formed on January 8, 2007 at the direction of Newport Global Opportunities Fund LP, a Delaware limited partnership (“NGOF”) and an affiliate of Newport Global Advisors LP, a Delaware limited partnership (“Newport”). NGA was formed for the primary purpose of holding equity, directly or indirectly through its subsidiaries, in one or more entities related to the gaming industry. NGA has two wholly owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company (“Blocker”), and NGA AcquisitionCo, LLC, a Nevada limited liability company owned indirectly through Blocker (“AcquisitionCo”), each of which was formed on January 8, 2007 (collectively with NGA, the “Company”).
The Company’s activities consist solely of holding substantial, non-controlling, equity interests in gaming enterprises and a related loan to one of the enterprises. See Note 3 to the Consolidated Financial Statements for information about ownership and management of the Company.
The Company's holdings during all of the fiscal year ended February 29, 2016 consisted of a 40% equity interest in Mesquite Gaming LLC (“Mesquite”), a loan to Mesquite, and publicly-traded shares of common stock of Eldorado Resorts, Inc. (“ERI” formerly known as Eclair Holdings Company), representing approximately 7.6% of ERI's outstanding common shares. On March 29, 2016, the Company completed the liquidation of all of its investment in ERI common stock.
Background
The Company’s previous 17.0359% equity interest (the "Eldorado Interest") in Eldorado Holdco, LLC ("Eldorado")and current 40% equity interest in Mesquite (the "Mesquite Interest") were effectively acquired on December 14, 2007 and August 1, 2011, respectively. On September 19, 2014, upon consummation of a merger between MTR Gaming, Inc. ("MTR") and Eldorado (the "ERI Merger"), and in accordance with an Agreement and Plan of Merger, dated as of September 9, 2013, as amended on November 18, 2013, February 13, 2014 and May 13, 2014, by and among MTR, Eldorado, Eldorado Resorts, Inc. ("ERI," a Nevada corporation formerly known as Eclair Holdings Company) and certain affiliates of ERI and Eldorado (the “Merger Agreement”), 4,030,440 shares, including post-closing adjustments, of ERI common stock, $0.00001 par value, representing an approximate 8.6% ownership interest (the "ERI shares"), were received by the Company in exchange for the Eldorado Interest.




On August 1, 2011, the Company acquired its interest in Mesquite in exchange for $8,222,222 in cash. Mesquite is engaged in the casino resort industry in Mesquite, Nevada through wholly owned subsidiaries that own and operate the CasaBlanca Resort/Casino/Golf/Spa, the Virgin River Hotel/Casino/Bingo, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities. Mesquite also owns real estate on which another hotel & casino was located prior to its demolition in 2013.
On August 22, 2013, the Company through Blocker loaned $14 million to Mesquite under a Second Lien Credit Agreement, dated as of August 22, 2013 (the “Credit Agreement”), pursuant to which Mesquite borrowed a total of $35 million from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its then existing indebtedness utilizing the proceeds from the borrowings under the Credit Agreement. Each of the other lenders under the Credit Agreement, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating


to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and real estate on which another hotel & casino was situated prior to its demolition in 2013, each located in Mesquite, Nevada. The indebtedness outstanding under the Credit Agreement may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Credit Agreement.
During the period from January 26, 2016 through March 29, 2016, the Company liquidated its ownership interest in ERI through the sale in open market transactions of a total of 4,030,440 shares of ERI's common stock representing at December 31, 2015 (based on the public reports of ERI) approximately 8.6% of such shares issued and outstanding. The Company's results of operations subsequent to its liquidation of the ERI shares will differ significantly from those prior to the liquidation.
ERI
As a result of the ERI Merger, the Company’s previous 17.0359% equity interest in Eldorado, which was accounted for using the equity method, was converted to 4,030,440 shares, including post-closing adjustments, of ERI common stock, which are classified, and accounted for, as available-for-sale securities. Upon conversion, the fair market value of the ERI shares, based on then current trading activity, was less than the carrying value of the equity interest in Eldorado prior to the ERI Merger, resulting in a write down of such value and a charge to other comprehensive loss for an unrealized holding loss of approximately $7.1 million. Commencing September 19, 2014 through February 28, 2015, additional adjustments to carrying value of the ERI shares based on trading activity resulted in an unrealized holding gain of approximately $21.3 million. During the period from January 26, 2016 through March 29, 2016, the Company liquidated its ownership interest in ERI through the sale in open market transactions of a total of 4,030,440 shares of ERI's common stock representing at December 31, 2015 (based on the public reports of ERI) approximately 8.6% of such shares issued and outstanding. The transactions resulted in a realized gain of approximately $17.7 million, $2.2 million of which had been recognized as of February 29,2016.
The post-merger operations of ERI represent a consolidation of the pre-merger operations of Eldorado and those of MTR Gaming, Inc. ("MTR") in accordance with the terms of the Merger Agreement. As a condition of the ERI Merger, Eldorado disposed of a 21.25% interest in Tamarack Junction, a small casino in south Reno.
On November 24, 2015, Eldorado, through a wholly owned subsidiary, consummated the acquisition of all of the assets and properties of Circus Circus Reno ("Circus Reno") and the 50% membership interest in the Silver Legacy Joint Venture owned by Galleon, Inc. (collectively, the “Circus Reno/Silver Legacy Purchase”). Eldorado also exercised its right to acquire the 3.8% interest in Eldorado Limited Liability Company (“ELLC”) held by certain of its affiliates and shareholders. As a result of these transactions, ELLC and CC-Reno LLC, a newly formed Nevada limited liability company, became wholly-owned subsidiaries of ERI, and Silver Legacy became an indirect wholly owned subsidiary of ERI.
As a result of the ERI Merger and the Circus Reno/Silver Legacy Purchase, ERI owns and operates (1) three casino resorts in Reno, Nevada, the Eldorado Hotel & Casino, Circus Circus Reno, and Silver Legacy Resort Casino, (2) Eldorado Resort Casino Shreveport located in Shreveport, Louisiana, (3) Scioto Downs Racino located in Columbus, Ohio, (4) Mountaineer Casino Racetrack & Resort located in Chester, West Virginia, and (5) Presque Isle Downs & Casino located in Erie, Pennsylvania. Combined, the seven properties contain approximately 4,900 hotel rooms, 300 table and poker games, 45 restaurants and 10,300 slot machines and video lottery terminals.
Management notes that a comparative discussion regarding the revenues and expenses of ERI's year ended December 31, 2015 and ERI's year ended December 31, 2014 is not included here as the properties owned, and thus the income and expenses recorded, during the periods are not consistent enough so that the discussion would be meaningful. See the discussion under the caption "ERI's Operations" in Item 1 of this report for ERI's operational highlights and sources of revenues.
Mesquite

3



Mesquite is engaged in the hotel casino industry in Mesquite, Nevada and owns and operates the Virgin River Hotel/Casino/Bingo and the CasaBlanca Resort/Golf/Spa. In addition to casino hotel activities, Mesquites’ operations also include vacation ownership interval sales, two golf courses, a bowling center, and banquet and conference facilities.
On August 1, 2011, Mesquite completed the issuance of $62.5 million of Senior Secured Notes under Mesquite’s New Loan Facility that provided for interest at an annual rate of LIBOR (1.5% floor and 4.5% ceiling) plus 700 basis points and were due and payable August 1, 2016 (the “Mesquite Senior Notes”), and entered into a new $10 million senior secured revolving credit facility. Interest and principal on the Mesquite Senior Notes and interest on the senior secured revolving credit facility were payable quarterly.
On August 22, 2013, Mesquite completed its refinancing of the indebtedness then outstanding under the Mesquite Senior Notes and the senior secured credit facility utilizing the proceeds from the following: (a) $20 million of First Lien Notes issued to Nevada State Bank, due and payable August 22, 2019, that provide for interest at a 30 day LIBOR rate effective on the first day of each month plus an applicable margin which is determined by reference to Mesquite's senior leverage ratio (5.25% for a ratio greater than 2:1 and 4.75% for a ratio less than or equal to 2:1), (b) a three-year term, $6 million First Lien Revolver with Nevada State Bank, which is subject to the same interest terms as the First Lien Notes plus 0.25% quarterly on the unused principal portion of the First Lien Revolver, and (c) $35 million of Second Lien Notes issued to Wilmington Trust, due and payable February 21, 2020, that provide for no principal amortization and the payment of interest on the unpaid principal amount at the rate of 7% per annum over the period from August 22, 2013 to January 2, 2015, and at the rate of 8% per annum thereafter.
Operational highlights for Mesquite for its fiscal year ended December 31, 2015 included net operating revenues of approximately $98.1 million and operating expenses of approximately $90.8 million, compared with $94.9 million and $90.1 million for the year ended December 31, 2014. Interest expense during 2015 was approximately $4.2 million and net income was approximately $3.1 million, compared with interest expense of approximately $3.8 million and net income of approximately $0.8 million for the year ended December 31, 2014. The increase in net income of approximately $2.3 million was due primarily to a $3.2 million increase in net operating revenues partially offset by $0.7 million and $0.2 million increases in operating expenses and interest expense, respectively.
Results of Operations, Year Ended February 29, 2016 Compared to the Year Ended February 28, 2015
For the year ended February 29, 2016, the Company’s equity in the net income of its unconsolidated investee, Mesquite, was approximately $1.2 million. This is compared to equity in the net income of unconsolidated investees of approximately $0.2 million during the year ended February 28, 2015, with Mesquite and Eldorado accounting for an approximate $0.3 million gain and $0.1 million loss, respectively. The increase in equity in net income of unconsolidated investees is attributable to a $3.2 million increase in Mesquite's net operating revenues, partially offset by $0.7 million and $0.2 million increases in operating expenses and interest expense, respectively.
The Company's expenses of $0.3 million for the year ended February 29, 2016 were approximately $45,000 higher than those for the year ended February 28, 2015, and net income for the year ended February 29, 2016 increased approximately $6.4 million primarily due to the $2.2 million realized gain on the sale of marketable securities and the $4 million increase in the deferred tax benefit. Equity in the net income of unconsolidated investees increased approximately $1.0 million, while income tax benefits increased approximately $3.1 million.
The Company's results of operations subsequent to its liquidation of the ERI shares will differ significantly from those prior to the liquidation. Incorporated by reference is the information in Note 4 of the Notes to Consolidated Financial Statements incorporated by reference to Item 8 of this report.
Liquidity and Capital Resources
During the years ended February 29, 2016 and February 28, 2015, the Company incurred costs of approximately $0.3 million and $0.2 million, respectively, associated with the Company’s ownership of its interests in ERI and Mesquite.
For the year ending February 28, 2017, the Company expects to incur approximately $0.2 million in costs associated with the Company’s ownership of its interests in ERI and Mesquite. These costs are expected to be funded by the Newport Funds. The Company has no current plans to make any additional investments and thus believes it has the resources to fund its operations and commitments during the year ending February 28, 2017.
Critical Accounting Estimates and Policies
Prior to September 19, 2014, the Company's 17.0359% and 40% investments in Eldorado and Mesquite, respectively, were both accounted for using the equity method of accounting. Subsequent to September 19, 2014, the Mesquite Interest continues to be accounted for using the equity method; however, the ERI shares (which were received upon conversion of the

4



Eldorado Interest) are classified, and accounted for, as available-for-sale securities. Accordingly, except for the ERI shares which were, until sold by the Company, accounted for at estimated fair value based on current trading activity (Level 1 inputs) as required by GAAP, The Company measures all of its assets and liabilities on the historical cost basis of accounting except as required by GAAP. The Company's assets are evaluated at least annually (and more frequently when circumstances warrant) to determine if events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of such events or changes in circumstances that might indicate impairment testing is warranted might include an adverse change in the legal, regulatory or business climate relative to gaming nationally or in the jurisdictions in which any Company investee operates, or a significant long-term decline in historical or forecasted earnings or cash flows of the investee or the fair value of its property or business, possibly as a result of competitive or other economic or political factors. In evaluating whether a loss in value is other than temporary, the Company considers: (1) the length of time and the extent to which the fair value or market value has been less than cost; (2) the financial condition and near-term prospects of the investee, including any specific events which may influence the operations; (3) the Company’s intent and ability to retain its investments in the investee for a period of time sufficient to allow for any anticipated recovery in fair value; (4) the condition and trend of the economic cycle; (5) the investee’s historical and forecasted financial performance; (6) trends in the general market; and (7) the investee’s capital strength and liquidity.
In determining whether the carrying value of the Company’s investment in Mesquite is less than its estimated fair value of the investment, a discounted cash flow approach to value is used and is based on Level 3 inputs as defined by GAAP. The Company’s valuation model incorporates an estimated weighted-average cost of capital (effectively, a discount rate) and terminal value multiples that are used by market participants. The estimated weighted-average cost of capital is based on the risk free interest rate at the time, adjusted for specific risk factors. The Company also considers the metrics of specific business transactions that may be comparable to varying degrees. The weight assigned to these approaches to value in the Company’s impairment evaluation may vary from period to period depending upon evolving events. Forecasted prospective financial information used in the model is based on management’s expected course of action. Sensitivity analyses are also performed related to key assumptions used, including possible variations in the weighted-average cost of capital and terminal value multiples, among others. Level 1 inputs as defined by GAAP were utilized in the evaluation of the ERI shares.
The Company did not record any impairment for the years ended February 29, 2016 and February 28, 2015 related to its equity method investments in Eldorado and Mesquite.
Equity in the net income (loss) and other comprehensive income (loss) of unconsolidated investee
The Company recognizes equity in the net income (loss) and other comprehensive income (loss) of its unconsolidated investees on a calendar year basis (through September 18, 2014 for Eldorado). For example, the Company’s net income for the year ended February 29, 2016 included equity in the net income of Mesquite for Mesquite's year ended December 31, 2015.
Available-for-sale securities
The Company's ERI shares, which were received upon conversion of the Eldorado Interest on September 19, 2014, were classified, and accounted for, as available-for-sale securities and were carried at estimated fair value based on current trading activity (Level 1 inputs). All realized gains and losses on the ERI shares were included in net income, while unrealized gains and losses were included in the Company's consolidated statements of operations as a component of other comprehensive income.
Recently Issued Accounting Standards
No recently issued accounting pronouncements not yet adopted are expected to have a material impact on our future financial position, results of operations, or cash flows.
Off Balance Sheet Arrangements
The Company currently has no off-balance sheet arrangements.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Reference is made to the restated financial statements included on pages F-1 through F-14 of this amendment, which financial statements are incorporated herein by this reference.
ITEM 9A.     CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures

5



As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an evaluation was performed by management, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation including consideration of the circumstances that lead to the restatement of our financial statements (Note 10 to the Consolidated Financial Statements), our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective as of February 29, 2016.
Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting. Based on that evaluation, there have been no changes in our internal control over financial reporting during the fourth fiscal quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system was designed to provide reasonable assurance that information contained in the Company’s consolidated financial statements is reliable, does not contain any untrue statement of a material fact or omit to state a material fact, and fairly presents in all material respects the financial condition, results of operations and cash flows as of and for the periods presented in this annual report.
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls provide only reasonable assurances with respect to financial statement preparation. In addition, the effectiveness of internal controls may vary over time due to changes in conditions.
Our management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on its assessment including consideration of the circumstances that lead to the restatement of our financial statements (Note 10 to the Consolidated Financial Statements), management has concluded that, as of February 29, 2016, the Company’s internal control over financial reporting is effective based on those criteria. With specific regards to the restatement, management believes that the Company’s internal control system related to tax accrual preparation, which includes the retention of independent experts to assist management with such, is appropriately designed to provide reasonable assurance that information contained in the Company’s Consolidated Financial Statements is reliable.
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Commission.
Part IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of the report:
Description
Page No.
 
 
Report of Independent Registered Public Accounting Firm
F-2
 
 
Consolidated Balance Sheets
F-3
 
 
Consolidated Statements of Operations
F-4
 
 
Consolidated Statement of Changes in Members’ Equity
F-5
 
 
Consolidated Statements of Cash Flows
F-6
 
 
Notes to Consolidated Financial Statements
F-7

6



(b) Exhibits The exhibits in the accompanying Exhibit Index are incorporated by reference into this Item 15.

7



NGA HoldCo, LLC and Subsidiaries
Consolidated Financial Statements
Table of Contents

F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
NGA Holdco LLC
The Woodlands, Texas
We have audited the accompanying consolidated balance sheet of NGA Holdco, LLC and subsidiaries (the “Company”) as of February 29, 2016 (as restated) and February 28, 2015, and the related consolidated statements of operations, changes in members’ equity, and cash flows for the years then ended (collectively, the Consolidated Financial Statements). These Consolidated Financial Statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The Consolidated Financial Statements as of and for the year ended February 29, 2016 have been restated as more fully explained in Note 10 to the Consolidated Financial Statements.
In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company as of February 29, 2016 and February 28, 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ PIERCY BOWLER TAYLOR & KERN
Las Vegas, Nevada
May 31, 2016, except for Note 10 to the Consolidated Financial Statements as to which the date is November 30, 2016.


F-2



NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
FEBRUARY 29, 2016 AND FEBRUARY 28, 2015
 
2016
 
2015
ASSETS
 
 
 
Current Assets:
 
 
 
Cash
$
770,927

 
$
4,306,170

Marketable securities, Eldorado Resorts, Inc.
35,584,769

 

Note receivable, Newport Funds
4,900,000

 

Income tax receivable
91,080

 

 
41,346,776

 
4,306,170

Other Assets:
 
 
 
Marketable securities, Eldorado Resorts, Inc.

 
18,540,023

Investment in Mesquite
4,618,422

 
4,282,422

Note receivable, Mesquite
14,000,000

 
14,000,000

Due from the Newport Funds

 
5,179,772

 
$
59,965,198

 
$
46,308,387

LIABILITIES AND MEMBERS’ EQUITY
 
 
 
Current liabilities, consisting of accounts payable and accrued expenses
43,276

 
1,712

 
 
 
 
Deferred tax liability, non-current
1,253,354

 

Long-term amounts due to the Newport Funds
102,657

 
3,687,854

 
1,399,287

 
3,689,566

Members’ Equity:
 
 
 
Class A unit (1 Unit issued and outstanding)
3,806

 
3,806

Class B units (9,999 Units issued and outstanding)
57,544,874

 
57,544,874

Accumulated other comprehensive income (loss) (2016 restated)
9,513,969

 
(5,197,086
)
Accumulated deficit, net of accumulated distributions of $6,316,757 in 2016 (2016 restated)
(8,496,738
)
 
(9,732,773
)
 
58,565,911

 
42,618,821

 
$
59,965,198

 
$
46,308,387

See notes to consolidated financial statements.

F-3



NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 29, 2016 AND FEBRUARY 28, 2015
 
2016
 
2015
Realized gain on the sale of marketable securities
$
2,158,888

 
$

Interest income
1,132,444

 
1,003,333

Equity in net income of unconsolidated investees
1,236,000

 
199,613

Professional fees and other expenses
(282,012
)
 
(237,964
)
Income before income taxes
4,245,320

 
964,982

Income tax benefit (2016 restated)
3,307,472

 
163,241

Net income (2016 restated)
7,552,792

 
1,128,223

Equity in other comprehensive loss of unconsolidated investee

 
(27,058
)
Reversal of equity in other comprehensive income of unconsolidated investee previously accounted for using the equity method

 
(274,818
)
Unrealized gain (loss) on marketable securities, net of income taxes
16,869,943

 
(5,197,086
)
Comprehensive income (loss)
$
24,422,735

 
$
(4,370,739
)
See notes to consolidated financial statements.

F-4



NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY
FOR THE YEARS ENDED FEBRUARY 29, 2016 AND FEBRUARY 28, 2015
 
Subscribed
Class A
Unit
 
Class B
Units
 
Accumulated
Deficit
 
Other Comprehensive Income (Loss)
 
Total
Members’
Equity
Balance, February 28, 2014
$
3,806

 
$
57,544,874

 
$
(10,860,996
)
 
$
301,876

 
$
46,989,560

Net income

 

 
1,128,223

 

 
1,128,223

Equity in other comprehensive loss of unconsolidated investee

 

 

 
(27,058
)
 
(27,058
)
Reversal of other comprehensive income of prior unconsolidated investee

 

 

 
(274,818
)
 
(274,818
)
Other comprehensive loss on marketable securities

 

 

 
(5,197,086
)
 
(5,197,086
)
Balance, February 28, 2015
$
3,806

 
$
57,544,874

 
$
(9,732,773
)
 
$
(5,197,086
)
 
$
42,618,821

Net income (restated)

 

 
7,552,792

 

 
7,552,792

Realized gain on the sale of marketable securities

 

 

 
(2,158,888
)
 
(2,158,888
)
Other comprehensive income on marketable securities, net of taxes (restated)

 

 

 
16,869,943

 
16,869,943

Distributions of amounts receivable from the Newport Funds

 

 
(5,179,772
)
 

 
(5,179,772
)
Distributions of cash

 

 
(1,136,985
)
 

 
(1,136,985
)
Balance, February 29, 2016
$
3,806

 
$
57,544,874

 
$
(8,496,738
)
 
$
9,513,969

 
$
58,565,911

=See notes to consolidated financial statements.

F-5



NGA HOLDCO, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 29, 2016 AND FEBRUARY 28, 2015
 
 
2016
 
2015
Operating activities:
 
 
 
 
Net income (2016 restated)
 
$
7,552,792

 
$
1,128,223

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Realized gain on sale of marketable securities
 
(2,158,888
)
 

Equity in net income of unconsolidated investees
 
(1,236,000
)
 
(199,613
)
Deferred federal income tax benefit (2016 restated)
 
(3,880,880
)
 
 
Increase in income tax receivable
 
(91,080
)
 

Increase in accounts payable and accrued expenses
 
41,564

 
902

Decrease in federal tax liability
 

 
(163,241
)
    Net cash provided by operating activities
 
227,508

 
766,271

 
 
 
 
 
Investing activities:
 
 
 
 
Loan to Newport Funds
 
(4,900,000
)
 

Proceeds from sale of marketable securities
 
4,959,431

 

Proceeds from sale of investment in Tamarack Crossings, LLC
 

 
1,350,000

Distributions received from unconsolidated investees
 
900,000

 
269,000

    Net cash provided by investing activities
 
959,431

 
1,619,000

 
 
 
 
 
Financing activities:
 
 
 
 
Proceeds from borrowings, Credit Suisse
 
4,900,000

 

Repayment of borrowings, Credit Suisse
 
(4,900,000
)
 

Advances received from the Newport Funds
 
238,578

 
237,062

Repayment of advances received from the Newport Funds
 
(3,823,775
)
 

Distributions
 
(1,136,985
)
 

    Net cash (used in) provided by financing activities
 
(4,722,182
)
 
237,062

 
 
 
 
 
Net (decrease) increase in cash
 
(3,535,243
)
 
2,622,333

 
 
 
 
 
Cash, beginning of period
 
4,306,170

 
1,683,837

 
 
 
 
 
Cash, end of period
 
$
770,927

 
$
4,306,170

 
 
 
 
 
Non-cash investing activity:
 
 
 
 
 
 
 
 
 
Distribution to members of amounts due from the Newport Funds
 
$
5,179,772

 
$

 
 
 
 
 
Distribution received from Eldorado consisting of an interest in Tamarack Crossing, LLC
 
$

 
$
1,350,000

See notes to consolidated financial statements.

F-6



NGA HOLDCO, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 28, 2015 AND 2014
1. Organization
Business activities
NGA HoldCo, LLC, a Nevada limited liability company (“NGA”), was formed on January 8, 2007 at the direction of Newport Global Opportunities Fund LP, a Delaware limited partnership (“NGOF”) and an affiliate of Newport Global Advisors LP, a Delaware limited partnership (“Newport”). NGA was formed for the primary purpose of holding equity, directly or indirectly through its subsidiaries, in one or more entities related to the gaming industry. The Company has two wholly owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company (“Blocker”), and AcquisitionCo, LLC, a Nevada limited liability company (“AcquisitionCo”), each of which was formed on January 8, 2007 (collectively with NGA, the “Company”).
The Company has had no revenue generating business since inception. The Company's operations consist primarily of gaming industry related investments including its holding, through AcquisitionCo, of a 40% equity interest in Mesquite Gaming LLC, a Nevada limited liability company (“Mesquite”), a loan to Mesquite, and ownership as of the end of the fiscal year ended February 29, 2016 of 3,554,922 publicly traded shares of Eldorado Resorts, Inc. ("ERI," formerly known as Eclair Holdings Company) common stock, $0.00001 par value, representing an approximate 7.6% ownership interest in ERI (the "ERI shares"). 4,030,440 ERI shares were acquired September 19, 2014, upon consummation of a merger between MTR Gaming, Inc. ("MTR") and Eldorado Holdco, LLC ("Eldorado"), a previously unconsolidated investee of the Company in which the Company held an approximate 17.0359% equity interest (the "ERI Merger"). During the period from January 26, 2016 through March 29, 2016, the Company liquidated its ownership interest in ERI through sales in multiple open market transactions of a total of 4,030,440 shares of ERI's common stock representing at December 31, 2015 (based on the public reports of ERI) approximately 8.6% of such shares issued and outstanding. The transactions resulted in a realized gain of approximately $17.7 million, $2.2 million of which had been recognized as of February 29,2016.
ERI currently owns and operates (1) three casino resorts located in Reno, Nevada, the Eldorado Hotel & Casino, the Silver Legacy Resort Casino, and the Circus Circus Reno, (2) the Eldorado Resort Casino Shreveport located in Shreveport, Louisiana, (3) Scioto Downs Racino located in Columbus, OH, (4) Mountaineer Casino Racetrack & Resort located in Chester, WV, and (5) Presque Isle Downs & Casino located in Erie, PA. Combined, the seven properties contain approximately 4,900 hotel rooms, 300 table games, 45 restaurants and 10,300 slot machines and video lottery terminals.
Eldorado previously owned a 21.25% interest in Tamarack Crossing, LLC ("Tamarack") that owns and operates Tamarack Junction, a casino in south Reno. On September 1, 2014, and as a condition to closing the ERI Merger, Eldorado distributed on a pro-rata basis to its members (including the Company) its equity interest in Tamarack. The Company contemporaneously sold its equity interest in Tamarack for $1,350,000, the estimated fair value of the in-kind distribution.
The Company's 40% Mesquite Interest was acquired August 1, 2011 (the “Mesquite Acquisition”), in exchange for $8,222,222 in cash, of which $7,222,222 and $1,000,000 were contributed to the Company by NGOF and Newport Global Credit Fund (“NGCF”), respectively. Mesquite is engaged in the casino resort industry in Mesquite, Nevada through wholly owned subsidiaries that own and operate the CasaBlanca Resort/Golf/Spa, the Virgin River Hotel/Casino/Bingo, two championship golf courses, a full-service spa, a bowling center, restaurants, and banquet and conference facilities. Mesquite also owns real estate on which another hotel & casino was located prior to its demolition in 2013.
The Company has no current plans to acquire any equity interest in another entity.
Formed in 2005, Newport is a Texas-based investment management firm focused on alternative fixed income strategies. The firm concentrates primarily on the stressed and distressed opportunities within the high yield debt and bank loan markets, but may also include the acquisition and disposition of other types of corporate securities and claims. Newport has 9 employees, with its primary office in The Woodlands, TX. Newport’s principals include Timothy T. Janszen, CEO, Ryan Langdon, Senior Managing Director, and Roger A. May, Senior Managing Director. Collectively, the principals have over 40 years of experience investing in the high yield and distressed debt markets. Newport is registered with the Securities and Exchange Commission (the "Commission") as an investment adviser under the Investment Advisers Act of 1940, as amended. Newport is investment manager of NGOF, NGCF and Newport Global Opportunities Fund I-A LP, a Delaware limited partnership ("NGOF I-A") which purchased NGOF's ownership interest in NGA No VoteCo, LLC, a Nevada limited liability company ("InvestCo") on January 7, 2016. As the change in ownership had no effect on the Company's operations, the term "Newport Funds" will be used here to describe NGCF and NGOF collectively prior to January 7, 2016 and NGCF and NGOF I-A collectively subsequent to January 7, 2016. The Newport Funds, which began investing in 2006, are private investment funds

F-7



that seek attractive long-term risk adjusted returns by capitalizing on investments in the distressed debt markets and possibly control-oriented investments.
Concentrations and economic uncertainties
NGA and its consolidated subsidiaries expect to be economically dependent upon relatively few investments in the gaming industry. The United States recently experienced a recession accompanied by, among other things, weakness in the commercial and investment banking systems resulting in reduced credit and capital financing availability, and highly curtailed gaming, other recreational, construction and real estate market activities and general discretionary consumer spending. Although capital market activity and liquidity are reported to have improved of late, the recovery from this recession period is fragile and there can be no assurance that the Company’s business and that of its investees, which have been severely affected by the downturn, will fully recover to pre-recession levels. In addition, the Company carries cash on deposit with financial institutions substantially in excess of federally-insured limits. The extent of any loss that might be incurred as a result of uninsured deposits in the event of a future failure of a bank or other financial institutions is not subject to estimation at this time.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting and Presentation
The Company prepares its consolidated financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements of the Company include the accounts of NGA and its two wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company's investment in Mesquite is accounted for using the equity method of accounting as was its investment in Eldorado until the ERI Merger on September 19, 2014. Commencing September 19, 2014, the ERI shares received in the ERI Merger are classified, and accounted for, as available-for-sale marketable securities and are carried at estimated fair value based on trading activity (Level 1 inputs as defined by GAAP). Realized gains on the ERI shares are included in net income, while unrealized gains and losses are included in the Company's consolidated statements of operations as a component of other comprehensive income. The Company recognizes equity in the net income (loss) and other comprehensive income (loss) of its unconsolidated investees accounted for using the equity method on a calendar year basis. For example, the Company’s net income for the year ended February 29, 2016 includes equity in the net income of Mesquite for the year ended December 31, 2015. Accordingly, except for the ERI shares and otherwise as required by GAAP and disclosed herein, the Company measures all of its assets and liabilities on the historical cost basis.
The Company's investments are evaluated at least annually (and more frequently when circumstances warrant) to determine if events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of such events or changes in circumstances that might indicate impairment testing is warranted might include, as applicable, prolonged periods of the trading value of available-for-sale securities being less than cost, an adverse change in the legal, regulatory or business climate relative to gaming nationally or in the jurisdictions in which the Company’s investees operate, or a significant long-term decline in historical or forecasted earnings or cash flows of the investee or the fair value of its property or business, possibly as a result of competitive or other economic or political factors. In evaluating whether a loss in value is other than temporary, the Company considers: (1) the length of time and the extent to which the fair value or market value has been less than cost; (2) the financial condition and near-term prospects of the investee, including any specific events which may influence the operations; (3) the Company’s intent and ability to retain its investments in the investee for a period of time sufficient to allow for any anticipated recovery in fair value; (4) the condition and trend of the economic cycle; (5) the investee’s historical and forecasted financial performance; (6) trends in the general market; (7) the investee’s capital strength and liquidity; and (8) the reaction to changes in markets and specific performance of the Company's investments by the investing public.
In determining whether the carrying value of the Company’s investment in Mesquite is less than its estimated fair value, a discounted cash flow approach to value is used and is based on Level 3 inputs as defined by GAAP. The Company’s valuation model incorporates an estimated weighted-average cost of capital (effectively, a discount rate) and terminal value multiples that are used by market participants. The estimated weighted-average cost of capital is based on the risk-free interest rate at the time, adjusted for specific risk factors. The Company also considers the metrics of specific business transactions that may be comparable to varying degrees. The weight assigned to these approaches to value in the Company’s impairment evaluation may vary from period to period depending upon evolving events. Forecasted prospective financial information used in the model is based on management’s expected course of action. Sensitivity analyses are also performed related to key assumptions used, including possible variations in the weighted-average cost of capital and terminal value multiples, among others.

F-8



Use of estimates
Timely preparation of financial statements in accordance with GAAP requires management to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Management estimates that the Company will eventually sell its investments following an expected economic recovery at a price sufficient to realize the carrying value of the Company’s assets. Such estimate related to Mesquite is subject to material variation over the next year.
Income Taxes
The Company records estimated penalties and interest, if any, related to income tax matters, including uncertain tax positions, if any, as a component of income tax expense (Note 7). At least annually, management evaluates positions taken (or to be taken) on tax returns that remain subject to examination by federal and state authorities (i.e., tax years 2012 and thereafter) to determine if there are “uncertain tax positions” as defined by GAAP.
Members’ capital
Allocations of net income and distributions to the Members are determined in accordance with the Company’s operating agreement.
3. Ownership and Management of the Company
Ownership
NGA’s one issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (“VoteCo”). All of NGA’s issued and outstanding Class B Units, representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). At present, the Company has no plans to issue any additional Class A or Class B Units.
VoteCo is owned by Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 42.85% interest, and Roger A. May, who owns a 14.3% interest. Messrs. Janszen, Langdon and May collectively are referred to as the “VoteCo Equityholders." On January 7, 2016, NGOF sold its ownership interest in InvestCo to Newport Global Opportunities Fund I-A LP, a Delaware limited partnership managed by Newport ("NGOF I-A"). Subsequently, InvestCo is owned by NGOF I-A and NGCF, which collectively hold all of InvestCo’s issued and outstanding voting securities.
Management
The VoteCo Equityholders, through VoteCo, control all matters of the Company that are subject to the vote of members, including the appointment and removal of managers. Each of the VoteCo Equityholders is a member of NGA’s board of managers, and Mr. Janszen is NGA’s operating manager who has responsibility for the day-to-day management of the Company. The Class B Units issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the power to control the operations or affairs of the Company afforded to holders of the Class A Units, they and their respective constituent equityholders would generally be required to be licensed or found suitable under the gaming laws and regulations of the State of Nevada.
Neither NGA’s board of managers nor the operating manager may take, or cause the Company to take, the following actions without the approval of VoteCo as the holder of NGA’s voting equity:
Materially change the business purpose of the Company or the nature of the business,
Act to render it impossible to carry on the ordinary business of the Company,
Remove or appoint any Company manager,
Allow any voluntary withdrawal of any member from the Company,
Make any assignment for the benefit of creditors, any voluntary bankruptcy of the Company, or any transaction to dissolve, wind up or liquidate the Company, or
Make any transaction between the Company and any member or manager of the Company, or any affiliate or direct family member of any member or manager of the Company, that is not made on an arm’s-length basis.
Generally, in all other respects, VoteCo has no power or authority to participate in the management of the Company or to bind or act on behalf of the Company in any way or to render it liable for any purpose. Except as otherwise expressly required by applicable law, InvestCo has neither any right to vote on any matters to be voted on by the members of the Company, nor any power or authority to participate in the management of the Company or bind or act on behalf of the Company in any way or render it liable for any purpose.

F-9



Notwithstanding the foregoing provisions, the operating manager has the authority under the Company’s operating agreement to take such actions as he, in his reasonable judgment, deems necessary for the protection and preservation of Company assets if, under the circumstances, in his good faith estimation, there is insufficient time to obtain the approval of the Company’s board of managers and any delay would materially increase the risk to preservation of the Company’s assets.
Unless approved in advance by the operating manager and by applicable gaming authorities, no member of the Company may transfer all or any portion of its membership units.
No member or manager of the Company is entitled to receive any compensation from the Company for any services rendered to or on behalf of the Company, or otherwise, in his, her or its capacity as a member or manager of the Company.
4. Marketable Securities, Eldorado Resorts, Inc.
Effective September 19, 2014, as a result of the ERI Merger, the Company’s previous 17.0359% equity interest in Eldorado was converted into 4,030,440 shares (including post-closing adjustments) of ERI common stock, $0.00001 par value, representing approximately 8.6% of such shares then outstanding. Upon conversion, the fair market value of the ERI shares, based on then current trading activity, was approximately $7.1 million less than the carrying value of the Eldorado Interest prior to the ERI Merger, resulting in a write down of the Company's investment and a charge to other comprehensive loss. Subsequently through February 29, 2016, additional adjustments to carrying value of the ERI shares based on trading activity resulted in an unrealized holding gain of approximately 21.3 million. During the period from January 26, 2016 through March 29, 2016, the Company liquidated its ownership interest in ERI through sales in multiple open market transactions. The transactions resulted in a realized gain of $17.7 million, including $2.2 million during the year ended February 29, 2016.
The original cost of the Company’s investment in Eldorado in December14, 2007 (prior to subsequent impairment charges and the recording of equity in the earnings (losses) of the investee through September 18, 2014) was approximately $38 million, the then quoted market price of debt and equity securities exchanged for the interest in Eldorado.
The Company did not record any impairment related to its equity method investment in Eldorado during the years ended February 29, 2016 and February 28, 2015.
The ERI Merger was accounted for as a reverse acquisition in which Eldorado was the acquirer for accounting purposes. The following tables present condensed financial information of ERI and Eldorado as of December 31, 2015 and 2014, respectively, and for the years then ended (in thousands). Management notes that comparability between the two periods is affected by the exclusion of MTR prior to September 19, 2014.
 
2015
 
2014
Balance Sheets
 
 
 
Current assets
$
116,179

 
$
117,493

Restricted cash

 
2,500

Investment in and advances to unconsolidated affiliate
1,286

 
14,009

Property and equipment, net
625,416

 
456,139

Other assets, net
582,127

 
581,418

Total assets
$
1,325,008

 
$
1,171,559

 
 
 
 
Current liabilities
$
105,710

 
$
91,844

Other liabilities
948,631

 
928,093

Members' equity
270,667

 
151,622

Total liabilities and members' equity
$
1,325,008

 
$
1,171,559

 
2015
 
2014
Statements of Operations
 
 
 
Net operating revenues
$
719,784

 
$
361,823

Operating income
$
72,516

 
$
17,555

Net income (loss)
$
114,183

 
$
(14,425
)
Other comprehensive loss
$
(75
)
 
$
(1,685
)
Comprehensive income (loss)
$
114,108

 
$
(16,110
)

F-10



The following tables present condensed financial information of the Silver Legacy Joint Venture as of December 31, 2014 and for the period from January 1, 2015 through November 23, 2015 when it became wholly owned by ERI (in thousands).
 
December 31, 2014
Balance Sheets
 
Current assets
$
30,563

Property and equipment, net
190,592

Other assets, net
6,412

Total assets
$
227,567

 
 
Current liabilities
$
18,707

Other liabilities
89,322

Partners' equity
119,538

Total liabilities and partners' equity
$
227,567

 
Period from January 1, 2015
through
November 23, 2015
 
For the year ended December 31, 2014
Statements of Operations
 
 
 
Net operating revenues
$
117,029

 
$
127,095

Operating income
$
26,241

 
$
15,009

Net income
$
7,195

 
$
5,402

Other comprehensive loss - minimum pension liability adjustment
$

 
$
(3,544
)
Comprehensive income
$
7,195

 
$
1,858

5. Investment in Mesquite
Changes in the Company’s investment in Mesquite during 2016 and 2015 are as follows:
 
2016
 
2015
Balance, beginning of year
$
4,282,422

 
$
4,244,222

Distributions received
(900,000
)
 
(269,000
)
Equity in net income of Mesquite
1,236,000

 
307,200

Balance, end of year
$
4,618,422

 
$
4,282,422

The Company did not record any impairment related to its equity method investment in Mesquite during 2016 and 2015.
The following tables present condensed financial information of Mesquite as of December 31, 2015 and 2014 and for the years then ended (in thousands).
 
2015
 
2014
Balance Sheets
 
 
 
Current assets
$
16,521

 
$
14,504

Property and equipment, net
55,554

 
55,822

Other assets, net
3,031

 
4,889

Total assets
$
75,106

 
$
75,215

 
 
 
 
Current liabilities
$
16,387

 
$
12,048

Other liabilities
49,228

 
54,766

Members' equity
9,491

 
8,401

Total liabilities and members' equity
$
75,106

 
$
75,215


F-11



 
2015
 
2014
Statements of Operations
 
 
 
Net operating revenues
$
98,113

 
$
94,892

Operating income
$
7,307

 
$
4,776

Net income
$
3,090

 
$
768

6. Note Receivable, Mesquite
On August 22, 2013, the Company, through Blocker, loaned $14 million to Mesquite under a Second Lien Credit Agreement, dated as of August 22, 2013 (the “Mesquite Credit Agreement”), pursuant to which Mesquite borrowed a total of $35 million from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its existing indebtedness. Each of the other lenders, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Mesquite Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and the remaining assets at the Oasis site (the demolition of the Oasis Resort and Casino was largely completed in August 2013), each located in Mesquite, Nevada. The terms of the loan provide for the payment by Mesquite to each lender, including Blocker, of interest on the unpaid principal amount owed to such lender at the rate of 7% per annum from August 22, 2013 to January 2, 2015, and at the rate of 8% per annum thereafter. During the term of the loan, interest is payable in cash, in arrears, monthly on the first day of each month, commencing on September 1, 2013. The principal amount of the loan, along with any accrued and unpaid interest, becomes due and payable on February 21, 2020. The indebtedness may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Mesquite Credit Agreement.
The Company's participation as a lender under the Credit Agreement was funded utilizing $1 million of cash on hand and a capital contribution from InvestCo in the amount of $13 million, which was provided to InvestCo by its equity owners, NGOF and NGCF, in the respective amounts of $11.3 million and $1.7 million.
7. Transactions with the Newport Funds
On January 26, 2016, the Company, through AcquisitionCo, made a loan to NGOF I-A. The loan was in the principal amount of $4.9 million. The principal amount of the loan was due and payable 180 days following the date of the loan. Interest on the unpaid principal amount outstanding from time to time was payable at a rate of 5% per annum. NGOF I-A could have, without premium or penalty, prepaid all or any portion of the outstanding principal balance, provided the prepayment was accompanied by payment of the accrued interest on the amount of principal prepaid, calculated to the date of the prepayment. The promissory note evidencing the loan, which could not have been assigned or transferred by the Company without the prior written consent of NGOF I-A, contained customary default provisions. AcquisitionCo funded the loan by simultaneously borrowing $4.9 million from Credit Suisse, which the Company repaid on February 5, 2016 with proceeds from the sale of marketable securities. On April 1, 2016, the Company and the Newport Funds agreed to distribute the $4.9 million note receivable to the Company's members.
In 2007, NGOF received on behalf of (but did not remit to) the Company $5,118,172 of interest and $61,600 of preferred dividends related to investments of the Company which are reflected in the accompanying balance sheets as due from the Newport Funds. In connection with the January 7, 2016 sale by NGOF of its InvestCo ownership interest to NGOF I-A, the $5,179,792 due from the Newport Funds was reclassified as a distribution to NGOF.
At February 29, 2016 and February 28, 2015, the Company owed $0.1 million and $3.7 million, respectively, to the Newport Funds for expenses paid on the Company’s behalf since inception of the Company. In connection with the sale by NGOF to NGOF I-A of its InvestCo ownership interest, the Company repaid approximately $3.8 million to NGOF. The Newport Funds have agreed to waive demand of payment of the amounts advanced to the Company through March 1, 2018, and, accordingly, the liability is also reflected as long-term.
8. Income Taxes
Blocker, a wholly owned subsidiary, has elected to be taxed as a corporation. Accordingly, equity in the flow-through earnings of Mesquite is taxed to Blocker. NGA incurs certain other costs, primarily associated with being a public company, including professional and other fees, which, for tax purposes, flow through to its members.

F-12



A summary of the provision (benefit) for income taxes, all federal, is as follows:
 
2016
 
2015
Current
$
573,408

 
$
(163,241
)
Deferred (2016 restated)
(3,880,880
)
 

 
$
(3,307,472
)
 
$
(163,241
)

A reconciliation between the Company’s effective tax rate and the statutory tax rate for the years ended February 29, 2016 and February 28, 2015 follows:
 
2016
 
2015
 
Total
 
Percent
 
Total
 
Percent
Statutory federal rate
$
1,443,409

 
34.00
 %
 
$
337,744

 
35.00
 %
Amount not subject to corporate income taxes
(285,024
)
 
(6.71
)%
 
(260,993
)
 
(27.05
)%
Permanent items
2,450

 
0.06
 %
 

 
 %
Pass-through tax credits
(46,324
)
 
(1.09
)%
 
(436,360
)
 
(45.22
)%
Adjustments to estimated taxable income of equity method investee
114,487

 
2.70
 %
 
(612,548
)
 
(63.48
)%
Change in valuation allowance (2016 restated)
(4,536,470
)
 
(106.86
)%
 
808,916

 
83.83
 %
Tax expense (benefit) at effective rate (2016 restated)
$
(3,307,472
)
 
(77.90
)%
 
$
(163,241
)
 
(16.92
)%
In assessing the realizability of the deferred tax assets, management considers whether future taxable income will be sufficient during the periods in which those temporary differences reverse. Management considers the scheduled reversal of deferred tax liabilities, projected taxable income, and tax planning strategies in making this assessment. During the fourth quarter of 2016, once the ERI stock was no longer trading restricted, the Company decided to sell its entire investment in the ERI stock and completed the liquidation before these financial statements were available for issuance. With these sales and the utilization of net operating losses and income tax credit carryforwards, management determined that it was more likely than not that the remaining deferred tax assets would be fully realized. Accordingly, the full valuation allowance that was recorded as of February 28, 2015 has been reversed and no valuation allowance has been recorded as of February 29, 2016.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used to determine taxable income for income tax reporting purposes. The following table presents the significant components of the non-current deferred tax assets (liabilities) of the Company and its consolidated subsidiaries related to its investments in Eldorado and Mesquite as of February 29, 2016 and 2015.
 
2016
 
2015
Tax credit carryforwards
$

 
$
436,360

Basis difference for marketable securities (2016 restated)
(1,923,740
)
 
5,057,227

Basis difference in equity method investee (2016 restated)
517,795

 
875,819

Acquisition costs
152,591

 
157,079

Contributions limitation and carryforward

 
106,029

Net operating loss carryforward

 
191,562

Subtotal
(1,253,354
)
 
6,824,076

Less: valuation allowance

 
(6,824,076
)
Net deferred tax liability
$
(1,253,354
)
 
$

9. Financial Instruments
Except for cash and Note Receivable, Newport Funds, the fair value of which equals its carrying value, the only significant financial instruments the Company has are its ERI shares carried at fair value based on trading activity, its investment in Mesquite accounted for using the equity method for which fair value disclosure is not required, and its amounts due to and from the Newport Funds. There is no formal agreement between the Company and the Newport Funds related to the amounts due to the Newport Funds, including no stated right of offset, repayment terms, and interest rate or method. Accordingly, it is not practical to estimate the fair value of such financial instruments.

F-13



10. Subsequent Events
Sale of ERI stock
Subsequent to February 29, 2016, the Company sold its remaining interest in ERI, consisting of 3,554,922 shares of its common stock, and realized a gain of approximately $15.5 million.  The aggregate sales price of the shares was approximately $41.4 million.  See Note 4 for additional discussion related to the Company's sale of its ERI common stock.
Distributions of note receivable 
Subsequent to February 29, 2016, the Company distributed to the Newport Funds its $4.9 million note receivable from the Newport Funds.
Nevada Gaming Regulations 
The Company was previously required by Nevada gaming regulations to comply with the periodic reporting requirements of the United States Securities and Exchange Commission (the "SEC"). Subsequent to February 29, 2016, Nevada gaming regulations were amended to allow for possible exemption from the SEC reporting requirement. The Company requested and was granted a hearing with the Nevada gaming regulators to determine whether the Company did qualify for the exemption.  It was determined during a July 2016 hearing that the Company did qualify for the exemption and subsequently, on October 11, 2016, the Company filed a Form 15 with the SEC to terminate its registration with the SEC and thus its SEC periodic reporting requirements, other than any unfulfilled reporting obligation that became due on or before the date the Form 15 was filed. Accordingly, and, notwithstanding its filing of the Form 15, the Company will be filing a report on Form 10-Q for the quarterly period ended May 31, 2016, which was delayed pending the filing of this amendment to the Company's Form 10-K for the year ended February 29, 2016. 
Restatement of Financial Statements
Subsequent to February 29, 2016, it was determined that the Company’s tax provision for 2016 was misstated. The misstatement related solely to the fourth quarter of 2016 and involved income tax benefits arising from the reversal of valuation allowances that had been misallocated between income tax benefits associated with operations versus other comprehensive income. The restatement increased income tax benefit associated with operations and net income by $3,444,062 and decreased income tax benefits associated with the unrealized gain on marketable securities, net of income taxes, with no effect on total comprehensive income or total member’s equity. Accordingly, accumulated deficit was also decreased by $3,444,062 and accumulated other comprehensive income was decreased by a like amount


F-14



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
NGA HOLDCO, LLC
 
 
 
 
Date: November 30, 2016
 
 
 
By:
/s/ Timothy T. Janszen
 
 
 
 
Name:
Timothy T. Janszen
 
 
 
 
Title:
Operating Manager
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
 
Signature
  
Title
 
Date
 
 
 
/s/ Timothy T. Janszen
  
Operating Manager and Principal Executive
 
November 30, 2016
Timothy T. Janszen
  
Officer (Principal Executive Officer)
 
 
 
 
 
/s/ Roger A. May
  
Manager, Principal Financial Officer and
 
November 30, 2016
Roger A. May
  
Principal Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
 
 
 
 
 
/s/ Ryan Langdon
  
Manager
 
November 30, 2016
Ryan Langdon
  
 
 
 




Exhibit Index
 
 
 
Exhibit
No.
Description
 
 
2.1
Subscription Agreement for Class A Unit dated May 31, 2007 (Incorporated by reference to Exhibit No. 2.1 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
2.2
Subscription Agreement for Class B Units dated May 31, 2007 (Incorporated by reference to Exhibit No. 2.2 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
3.1
Articles of Organization of NGA HoldCo LLC, dated as of January 4, 2007 (Incorporated by reference to Exhibit No. 3.1 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
3.2
Amended and Restated Operating Agreement of NGA HoldCo LLC (Incorporated by reference to Exhibit No. 3.2 to Amendment No. 1 to the Company’s registration statement on Form 10-SB filed with the SEC on August 31, 2007 – SEC File No. 000-52734)
 
 
4.1
Operating Agreement of Eldorado HoldCo LLC, dated as of April 1, 2009 (Incorporated by reference to Exhibit 4.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 – SEC File No. 000-52734)
 
 
4.2
Amended and Restated Operating Agreement of Eldorado Resorts, LLC dated as of December 14, 2007 (Incorporated by reference to Exhibit No. 4.1 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
4.3
Amended and Restated Operating Agreement of Eldorado Resorts LLC, dated as of April 1, 2009 (Incorporated by reference to Exhibit 4.2 to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 – SEC File No. 000-52734)
 
 
10.1
Amended and Restated Purchase Agreement dated as of July 20, 2007 by and among Eldorado Resorts LLC, AcquisitionCo LLC and Donald L. Carano (Incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s registration statement on Form 10-SB filed with the SEC on August 31, 2007 – SEC File No. 000-52734)
 
 
10.2
Put-Call Agreement dated as of December 14, 2007 (Incorporated by reference to Exhibit No. 10.2 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.3
Registration Rights Agreement dated as of December 14, 2007 (Incorporated by reference to Exhibit No. 10.3 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.4
Assignment and Assumption of Registration Rights Agreement (Incorporated by reference to Exhibit No. 10.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2009 – SEC File No. 000-52734)
 
 
10.5
Indenture dated April 20, 2004, between Eldorado Resorts LLC, Eldorado Capital Corp. and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Resorts’ Form 10-Q for the quarterly period ended March 31, 2004 SEC – File No. 333-11811)




 
 
Exhibit
No.
Description
 
 
10.6
Supplemental Indenture, dated August 11, 2005, by and among Eldorado Resorts LLC, Eldorado Capital Corp. and U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.38 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.7
Second Supplemental Indenture, dated November 21, 2006, by and among Eldorado Resorts LLC, Eldorado Capital Corp. and U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.39 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.8
Supplemental Indenture, dated as of November 20, 2007 (Incorporated by reference to Exhibit No. 10.7 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.9
Environmental Indemnity, entered into as of March 5, 2002 (Incorporated by reference to Exhibit 10.10.6 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.10
Loan and Aircraft Security Agreement dated as of December 30, 2005 among Eldorado Resorts LLC and Banc of America Leasing & Capital (Incorporated by reference to Exhibit No. 10.8 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.11
Third Amended and Restated Loan Agreement dated as of February 28, 2006 among Eldorado Resorts LLC and Bank of America, N.A. (formerly Bank of America National Trust and Savings Association), as Issuing Bank and Administrative Agent. (Incorporated by reference to Exhibit No. 10.9 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.12
Amendment No. 1 to Third Amended and Restated Loan Agreement (Incorporated by reference to Exhibit No. 10.11 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.13
Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture by and between Eldorado Limited Liability Company and Galleon, Inc. (Incorporated by reference to Exhibit 3.3 to the Form S-4 Registration Statement of Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. – SEC File No. 333-87202)
 
 
10.14
Management Agreement dated as of June 28, 1996 by and between Eldorado Resorts LLC, Recreational Enterprises, Inc. and Hotel-Casino Management, Inc. (Incorporated by reference to Exhibit 10.3 to the Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811)
 
 
10.15
Lease dated July 21, 1972 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.1 to the Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement - SEC File No. 333-11811)
 
 
10.16
Addendum to Lease dated March 20, 1973 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.2 to Resorts’ and Eldorado Capital Corp.’s Form S-4 Registration Statement – SEC File No. 333-11811)
 
 
Exhibit
No.
Description




 
 
10.17
Amendment to Lease dated January 1, 1978 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.3 to Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811)
 
 
10.18
Amendment to Lease dated January 31, 1985 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.4 to Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811)
 
 
10.19
Third Amendment to Lease dated December 24, 1987 by and between C. S. & Y. Associates and Eldorado Hotel Associates. (Incorporated by reference to Exhibit 10.6.5 to Resorts’ and Eldorado Capital Corp’s Form S-4 Registration Statement – SEC File No. 333-11811)
 
 
10.20
Fourth Amendment to Lease dated June 1, 2011 by and between C. S. & Y. Associates and Eldorado Resorts LLC. (Incorporated by reference to Exhibit No. 10.41 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.21
Second Amended and Restated Credit Agreement, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, the banks referred to therein and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.2 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.22
Guaranty dated as of March 5, 2002, made by Silver Legacy Capital Corp., in favor of Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.3 to Resorts’ Form 10-K for the year ended December 31, 2001 SEC File No. 333-11811)
 
 
10.23
Second Amended and Restated Security Agreement, dated as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.4 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.24
Guarantor Security Agreement, dated as of March 5, 2002, by and between Silver Legacy Capital Corp. and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.5 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.25
Second Amended and Restated Deed of Trust, dated as of February 26, 2002, but effective March 5, 2002, by and among Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.6 to Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.26
Second Amended and Restated Assignment of Rent and Revenues entered into as of February 26, 2002, but effective as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.7 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.27
Second Amended and Restated Collateral Account Agreement, dated March 5, 2002, by and between Circus and Eldorado Joint Venture and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.9.8 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.28
Intercreditor Agreement, dated as of March 5, 2002, by and among Bank of America, N.A., as administrative agent, The Bank of New York, as trustee, Circus and Eldorado Joint Venture and Silver Legacy Capital Corp. (Incorporated by reference to Exhibit 10.9.9 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)




 
 
Exhibit
No.
Description
 
 
10.29
Indenture, dated as of March 5, 2002, among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.1 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.30
Deed of Trust, dated as of February 26, 2002, by Circus and Eldorado Joint Venture, to First American Title Company of Nevada for the benefit of the Bank of New York. (Incorporated by reference to Exhibit 10.10.2 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.31
Security Agreement, dated as of March 5, 2002, by and between Circus and Eldorado Joint Venture and Silver Legacy Corp. for the benefit of The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.3 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.32
Assignment of Rent and Revenues entered into as of February 26, 2002, by and between Circus and Eldorado Joint Venture and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.4 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.33
Collateral Account Agreement, dated as of March 5, 2002, by and among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 10.10.5 to the Resorts’ Form 10-K for the year ended December 31, 2001 – SEC File No. 333-11811)
 
 
10.34
Amendment No. 1 to Second Amended and Restated Credit Agreement dated November 4, 2003 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.1 to Circus and Eldorado Joint Venture’s Quarterly Report on Form 10-Q for the period ended September 30, 2003 – Commission File No. 333-87202)
 
 
10.35
Modification of Second Amended and Restated Construction Deed of Trust, Fixture Filing and Security Agreement with Assignment of Rights dated November 3, 2003 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.2 to Circus and Eldorado Joint Venture’s Quarterly Report on Form 10-Q for the period ended September 30, 2003 – Commission File No. 333-87202)
 
 
10.36
Amendment No. 2 to Second Amended and Restated Credit Agreement dated June 15, 2005 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10 to Circus and Eldorado Joint Venture’s Current Report on Form 8-K filed June 20, 2005 – Commission File No. 333-87202)
 
 
10.37
Amendment No. 3 to Second Amended and Restated Credit Agreement dated March 2, 2006 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10 to Circus and Eldorado Joint Venture’s Current Report on Form 8-K filed March 8, 2006 – Commission File No. 333-87202)
 
 
10.38
UCC Financing Statement Amendments (Incorporated by reference to Exhibit 4.15 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202)




 
 
Exhibit
No.
Description
 
 
10.39
Amendment No. 4 to Second Amended and Restated Credit Agreement as of March 28, 2007 between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.11 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202)
 
 
10.40
Modification of Second Amended and Restated Assignment of Rents and Revenues between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.12 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202)
 
 
10.41
Second Modification of Second Amended and Restated Construction Deed of Trust between Circus and Eldorado Joint Venture and Bank of America, N.A. (Incorporated by reference to Exhibit 10.13 to Circus and Eldorado Joint Venture’s Annual Report on Form 10-K for the year ended December 31, 2006 – Commission File No. 333-87202)
 
 
10.42
Fifth Amended and Restated Partnership Agreement of Eldorado Casino Shreveport Joint Venture, dated as of July 22, 2005. (Incorporated by reference to Exhibit No. 10.40 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.43
Amendment No. 1, dated as of November 29, 2007, to the Fifth Amended and Restated Joint Venture Agreement of Eldorado Casino Shreveport Joint Venture (Incorporated by reference to Exhibit No. 10.41 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.44
Management Agreement, dated as of July 22, 2005, by and between Eldorado Casino Shreveport Joint Venture and Eldorado Resorts, LLC. (Incorporated by reference to Exhibit No. 10.41 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.45
Amended and Restated Indenture, dated as of July 21, 2005, by and among Eldorado Casino Shreveport Joint Venture, Shreveport Capital Corporation, HCS I, Inc., HCS II, Inc. and U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.42 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.46
Supplemental Indenture, dated as of November 15, 2007 (Incorporated by reference to Exhibit No. 10.44 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
10.47
Fourth Supplemental Indenture, dated as of June 29, 2009, among Eldorado Casino Shreveport Joint Venture, Shreveport Capital Corporation, Eldorado-Shreveport #1, LLC, Eldorado-Shreveport #2, LLC and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2009 – SEC File No. 000-52734)
 
 
10.48
Amended and Restated Security Agreement, dated as of July 21, 2005, by Eldorado Casino Shreveport Joint Venture to U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.43 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)




 
 
Exhibit
No.
Description
 
 
10.49
Amended and Restated Security Agreement, dated as of July 21, 2005, by Shreveport Capital Corporation to U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.44 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.50
Amended and Restated Mortgage, Leasehold Mortgage, and Assignment of Rents and Leases, dated as of July 21, 2005, by the Company. (Incorporated by reference to Exhibit No. 10.45 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.51
First Amendment to and Restatement of First Preferred Ship Mortgage, dated as of July 21, 2005, by Eldorado Casino Shreveport Joint Venture in favor of U.S. Bank National Association (amending 1999 ship mortgage). (Incorporated by reference to Exhibit No. 10.46 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.52
First Amendment to and Restatement of First Preferred Ship Mortgage, dated as of July 21, 2005, by Eldorado Casino Shreveport Joint Venture in favor of U.S. Bank National Association (amending 2001 ship mortgage). (Incorporated by reference to Exhibit No. 10.47 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.53
Membership Interest Pledge Agreement, dated as of July 22, 2005, by Eldorado Resorts, LLC in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.48 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.54
Partnership Interest Pledge Agreement, dated as of July 22, 2005, by Eldorado-Shreveport #1, LLC in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.49 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.55
Partnership Interest Pledge Agreement, dated as of July 22, 2005, by Eldorado-Shreveport #2, LLC in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.50 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.56
Reaffirmation of Partnership Undertakings, dated as of July 22, 2005, by Eldorado-Shreveport #1, LLC, Eldorado-Shreveport #2, LLC and Shreveport Gaming Holdings, Inc., a Delaware corporation, in favor of U.S. Bank National Association. (Incorporated by reference to Exhibit No. 10.51 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.57
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated February 28, 2006 by Eldorado Resorts LLC in favor of First American Title Company of Nevada, as trustee for the benefit of Bank of America, N.A. (Incorporated by reference to Exhibit No. 10.52 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.58
Third Amended and Restated Security Agreement dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.53 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 




Exhibit
No.
Description
 
 
10.59
Second Amended and Restated Security Agreement dated February 28, 2006 by Eldorado Capital Corp. in favor of Bank of America, N.A. as Administrative Agent (Incorporated by reference to Exhibit No. 10.54 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.60
Third Amended and Restated Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated February 28, 2006 by Eldorado Resorts LLC and C.S.&Y. Associates in favor of First American Title Company of Nevada as trustee for the benefit of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.55 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.61
Second Amended and Restated Assignment of Rents and Revenues dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.56 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.62
Second Amended and Restated Assignment of Subleases and Rents dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.57 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.63
Second Amended and Restated Assignment of Equipment Leases dated February 28, 2006 by Eldorado Resorts LLC in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.58 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.64
Second Amended and Restated Guaranty dated February 28, 2006 by Eldorado Capital Corp. in favor of Bank of America, N.A., as Administrative Agent (Incorporated by reference to Exhibit No. 10.59 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
10.65
Agreement, dated May 12, 2009, between Eldorado Resorts LLC and Newport Global Advisors L.P. (Incorporated by reference to Exhibit 10.62 to the Company’s annual report on Form 10-K for the year ended December 31, 2009 – SEC File No. 000-52734)
 
 
10.66
Indenture, dated as of June 1, 2011, among Eldorado Resorts LLC, Eldorado Capital Corp. and US Bank National Association, as trustee, and Capital One, NA as collateral trustee (Incorporated by reference to Exhibit 10.65 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 – SEC File No. 000-52734)
 
 
10.67
Credit Agreement, dated as of June 1, 2011, among Eldorado Resorts LLC, the banks referred to therein and Bank of America, N.A., as administrative agent (Incorporated by reference to Exhibit 10.66 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 – SEC File No. 000-52734)
 
 
10.68
First Amendment to Management Agreement dated June 28, 1996 by and among Eldorado Resorts LLC, Recreational Enterprises, Inc. and Hotel-Casino Management, Inc. (Incorporated by reference to Exhibit 10.67 to the Company’s annual report on Form 10-K for the year ended December 31, 2011 – SEC File No. 000-52734)
 
 
10.69
Credit Agreement, dated as of August 22, 2013, among Mesquite Gaming LLC and Nevada State Bank (Incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended August 31, 2013 – SEC File No. 000-52734)




Exhibit
No.
Description
 
 
10.70
Second Lien Credit Agreement, dated as of August 22, 2013, among Mesquite Gaming LLC, Michael J. Gaughan Family LLC, John F. Gaughan Family LLC, Michael J. Gaughan, as trustee, Franklin Toti, as trustee, NGA Blocker LLC and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent (Incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarterly period ended August 31, 2013 – SEC File No. 000-52734)
 
 
10.71
Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.1 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on September 11, 2013).
 
 
10.72
Amendment No. 1 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.2 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on November 19, 2013).
 
 
10.73
Amendment No. 2 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.3 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014).
 
 
10.74
Amendment No. 3 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.3 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on May 13, 2014).
 
 
10.75
Amendment No. 1 to Second Lien Credit Agreement, dated as of August 22, 2013, among Mesquite Gaming LLC, Michael J. Gaughan Family LLC, John F. Gaughan Family LLC, Michael J. Gaughan, as trustee, Franklin Toti, as trustee, NGA Blocker LLC and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent (Incorporated by reference to Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarterly period ended August 31, 2014 – SEC File No. 000-52734)
 
 
14.1
Code of Ethics of NGA HoldCo, LLC (Incorporated by reference to Exhibit No. 14.1 to the Company’s annual report on Form 10-KSB for the year ended December 31, 2007 – SEC File No. 000-52734)
 
 
21.1
Subsidiaries of NGA HoldCo LLC (Incorporated by reference to Exhibit No. 21.1 to the Company’s registration statement on Form 10-SB filed with the SEC on July 20, 2007 – SEC File No. 000-52734)
 
 
31.1*
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
31.2*
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
32.1*
Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.*
 
 
32.2*
Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.*





Exhibit
No.
Description
 
 
101*
The following financial statements from NGA Holdco, LLC Annual Report on Form 10-K/A for the year ended February 29, 2016, filed with the Securities and Exchange Commission on November 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at February 29, 2016 and February 28, 2015, (ii) the Consolidated Statements of Operations for the years ended February 29, 2016, and February 28, 2015, (iii) the Consolidated Statement of Changes in Members’ Equity for the years ended February 29, 2016 and February 28, 2015, (iv) the Consolidated Statements of Cash Flows for the years ended February 29, 2016 and February 28, 2015, and (v) the Notes to Consolidated Financial Statements.
 
 
*
Filed herewith.