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8-K/A - FORM 8-K, AMENDMENT NO. 1 - Caesars Entertainment, Inc.d652566d8ka.htm
EX-99.4 - EX-99.4 - Caesars Entertainment, Inc.d652566dex994.htm
EX-99.2 - EX-99.2 - Caesars Entertainment, Inc.d652566dex992.htm
EX-99.1 - EX-99.1 - Caesars Entertainment, Inc.d652566dex991.htm
EX-23.1 - EX-23.1 - Caesars Entertainment, Inc.d652566dex231.htm

Exhibit 99.3

 

Elgin Riverboat

Resort—Riverboat

Casino

Unaudited Financial Statements as of August 6, 2018,

and for the Period from January 1, 2018

through August 6, 2018


ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO

TABLE OF CONTENTS

 

     Page  

UNAUDITED FINANCIAL STATEMENTS

  

Balance Sheet as of August 6, 2018

     1  

Statement of Income for the period from January 1, 2018 through August 6, 2018

     2  

Statement of Partners’ Equity for the period from January 1, 2018 through August 6, 2018

     3  

Statement of Cash Flows for the period from January 1, 2018 through August 6, 2018

     4  

Notes to Unaudited Financial Statements

     5-10  


ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO

BALANCE SHEET (UNAUDITED)

AS OF AUGUST 6, 2018

 

ASSETS

  

CURRENT ASSETS:

  

Cash and cash equivalents

   $ 22,942,008  

Accounts receivable—net of allowance for doubtful accounts of $26,794

     7,206  

Inventories

     377,171  

Prepaid expenses and other current assets

     1,705,977  
  

 

 

 

Total current assets

     25,032,362  

PROPERTY AND EQUIPMENT—Net

     34,781,389  

OTHER ASSETS

     914,729  
  

 

 

 

TOTAL

   $ 60,728,480  
  

 

 

 

LIABILITIES AND PARTNERS’ EQUITY

  

CURRENT LIABILITIES:

  

Accounts payable

   $ 1,223,288  

Accrued liabilities

     19,331,608  
  

 

 

 

Total current liabilities

     20,554,896  

OTHER LIABILITIES

     949,728  
  

 

 

 

Total liabilities

     21,504,624  

COMMITMENTS AND CONTINGENCIES (Note 5 and 6)

  

PARTNERS’ EQUITY

     39,223,856  
  

 

 

 

TOTAL

   $ 60,728,480  
  

 

 

 

See notes to unaudited financial statements.


ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO

STATEMENT OF INCOME (UNAUDITED)

FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH AUGUST 6, 2018

 

REVENUES:

  

Casino

   $ 92,817,038  

Food and beverage

     7,207,633  

Admissions and other

     3,369,147  
  

 

 

 

Total revenues

     103,393,818  

Less casino promotional allowances

     (6,453,293
  

 

 

 

Revenues—net

     96,940,525  
  

 

 

 

OPERATING EXPENSES:

  

Casino

     50,944,854  

Food and beverage

     2,861,173  

General and administrative

     7,804,263  

Charitable donations

     5,416,605  

Depreciation and amortization

     4,420,006  

Preferred distribution

     969,444  

Other operating expenses

     7,045,456  
  

 

 

 

Total operating expenses

     79,461,801  
  

 

 

 

OPERATING INCOME

     17,478,724  

OTHER INCOME—Net

     3,042  
  

 

 

 

NET INCOME

   $ 17,481,766  
  

 

 

 

See notes to unaudited financial statements.

 

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ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO

STATEMENT OF PARTNERS’ EQUITY (UNAUDITED)

FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH AUGUST 6, 2018

 

     Nevada
Landing
Partnership
    RBG, L.P.     Total  

BALANCE—January 1, 2018

   $ 24,721,045     $ 24,721,045     $ 49,442,090  

Net income

     8,740,883       8,740,883       17,481,766  

Distributions to partners

     (13,850,000     (13,850,000     (27,700,000
  

 

 

   

 

 

   

 

 

 

BALANCE—August 6, 2018

   $ 19,611,928     $ 19,611,928     $ 39,223,856  
  

 

 

   

 

 

   

 

 

 

See notes to unaudited financial statements.

 

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ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO

STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE PERIOD FROM JANUARY 1, 2018 THROUGH AUGUST 6, 2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

  

Net income

   $ 17,481,766  

Adjustments to reconcile net income to net cash provided by operating activities:

  

Depreciation and amortization

     4,420,006  

Changes in assets and liabilities:

  

Accounts receivable

     10,094  

Inventories

     (118,630

Prepaid expenses and other current assets

     (829,616

Other assets

     192,172  

Accounts payable

     353,388  

Accrued liabilities

     3,351,781  

Due to affiliates

     (126,293

Other liabilities

     (64,192
  

 

 

 

Net cash provided by operating activities

     24,670,476  
  

 

 

 

CASH FLOWS USED IN INVESTING ACTIVITIES:

  

Capital expenditures

     (2,003,863

Other

     11,509  
  

 

 

 

Net cash used in investing activities

     (1,992,354
  

 

 

 

CASH FLOWS USED IN FINANCING

  

ACTIVITY—Distributions to partners

     (27,700,000
  

 

 

 

Net cash used in financing activities

     (27,700,000
  

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

     (5,021,878

CASH AND CASH EQUIVALENTS:

  

Beginning of period

     27,963,886  
  

 

 

 

End of period

   $ 22,942,008  
  

 

 

 

See notes to unaudited financial statements.

 

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ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO

NOTES TO UNAUDITED FINANCIAL STATEMENTS

AS OF AUGUST 6, 2018 AND FOR THE PERIOD FROM

JANUARY 1, 2018 THROUGH AUGUST 6, 2018

 

1.

BUSINESS

Elgin Riverboat Resort—Riverboat Casino (the “Joint Venture”), doing business as the Grand Victoria Casino, was formed in December 1992, as a partnership under the Joint Venture Agreement between RBG, L.P. (“Managing Partner”) and Nevada Landing Partnership, in which each owns a 50% interest.

The Joint Venture is licensed by the Illinois Gaming Board (“IGB”) to own and operate a riverboat casino on the Fox River in Elgin, Illinois. The original license was issued on October 6, 1994. On October 7, 2016, the IGB approved the renewal of the license for another term of four years.

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents—Cash and cash equivalents include investments and interest-bearing instruments with an original maturity of three months or less. Such investments are recorded at the lower of cost or market value. The Joint Venture maintains cash balances at a financial institution in excess of federally insured limits. Included in cash and cash equivalents is $300,000 of restricted cash related to the certificate of deposit used as collateral (refer to Note 9).

Inventories—Inventories, consisting of food, beverage and gift shop items, are stated at the lower of cost or market value. Cost is determined by the first-in, first-out method.

Property and Equipment—Property and equipment are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

Buildings

     39 years  

Riverboat

     20 years  

Leasehold improvements

     15 years  

Furniture, fixtures and equipment, and gaming equipment

     2-5 years  

Long-Lived Assets—The Joint Venture reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If undiscounted expected future cash flows are less than the carrying value, an impairment loss would be recognized equal to an amount by which the carrying value exceeds the fair value of the asset. The factors considered by the Joint Venture in performing this assessment include current operating results, trends and prospects, as well as the effect of obsolescence, demand, competition and other economic factors. No impairment of long-lived assets was recognized by the Joint Venture during the period from January 1, 2018 through August 6, 2018.

 

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Reserve for Players’ Club—The Joint Venture’s players’ club allows customers to earn “points” based on the volume of slot play. Points are redeemable for cash back incentives.

The Joint Venture has accrued a liability for all points earned but not yet redeemed by active slot club members. This average cost has been determined to be 33.51% of the retail value.

Revenue Recognition—Casino revenues are recorded as the net win from gaming activities, which is the difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers’ possession. Jackpots, other than the incremental amount of progressive jackpots, are recognized at the time they are won by customers. The Joint Venture accrues the incremental amount of progressive jackpots as the progressive machine is played and the progressive jackpot amount increases, with a corresponding reduction of casino revenue. Food, beverage, admissions and other revenues are recorded as services are rendered.

Promotional Allowances—The retail value of food, beverage, admissions and other complimentary items furnished to customers without charge is included in gross revenue and then deducted as promotional allowances. The estimated costs of providing such promotional allowances have been included in casino expenses for the period from January 1, 2018 through August 6, 2018, and are as follows:

 

Food and beverage

   $ 4,363,048  

Admissions and other

     2,299,225  
  

 

 

 
   $ 6,662,273  
  

 

 

 

Advertising Expenses—Advertising expenses are expensed as incurred and included in general and administrative. Advertising expense for the period from January 1, 2018 through August 6, 2018 was $2,683,193.

Income Taxes—The Joint Venture is taxed as a partnership for federal and state income tax purposes. The financial statements do not include a provision for income taxes, since any income or losses allocated to the Members are reportable for income tax purposes by each Member. The Joint Venture’s income tax returns and the amount of allocable income are subject to examination by federal and state taxing authorities. If an examination results in a change to the Joint Venture’s income, the Members’ taxes may also change.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

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Gaming and Admission Taxes—The gaming tax payable to the State of Illinois is based on annual graduated rates ranging from 15% to 50% of adjusted gross receipts (as defined). The Joint Venture records gaming tax expense at the Joint Venture’s estimated effective gaming tax rate on an annual basis, considering estimated taxable gaming revenue and the applicable rates.

In addition to the gaming tax, an admission tax of $3 per person entering the casino is assessed on the Joint Venture. Taxes are payable throughout the year in accordance with the schedule below:

 

Adjusted Gross Receipts     Tax Rate  
$ —       $ 25,000,000       15
  25,000,001       50,000,000       23  
  50,000,001       75,000,000       28  
  75,000,001       100,000,000       33  
  100,000,001       150,000,000       38  
  150,000,001       200,000,000       45  
  200,000,001       And above       50  

Gaming and admission tax was approximately $31.54 million for the period from January 1, 2018 through August 6, 2018, and is included in casino expenses in the accompanying statement of income.

 

3.

PROPERTY AND EQUIPMENT

A summary of property and equipment as of August 6, 2018, is as follows:

 

Buildings

   $ 46,911,579  

Riverboat

     52,699,655  

Leasehold improvements

     5,020,886  

Furniture, fixtures and equipment, gaming equipment, and automotive

     65,846,159  

Construction in progress

     231,623  
  

 

 

 

Total property and equipment

     170,709,902  

Less accumulated depreciation and amortization

     (135,928,513
  

 

 

 

Property and equipment—net

   $ 34,781,389  
  

 

 

 

 

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4.

ACCRUED LIABILITIES

A summary of accrued liabilities at August 6, 2018, is as follows:

 

Deferred gaming taxes

   $ 5,718,429  

Accrued commitment to Grand Victoria Foundation and County of Kane

     5,370,749  

Accrued payroll, vacation, benefits and related taxes

     2,937,200  

Reserve for progressive jackpots

     1,691,617  

Reserve for slot club redemptions

     800,723  

Unredeemed chip/token liability

     672,576  

Accrued taxes

     735,875  

Accrued audit and legal

     509,519  

Accrued ground lease

     104,439  

Other

     790,481  
  

 

 

 

Total accrued liabilities

   $ 19,331,608  
  

 

 

 

 

5.

LEASES

In accordance with the Ground Lease and Development Agreement, as amended, (the “Agreement”), the Joint Venture leased land for a term of 10 years, commencing with the initial issuance of the IGB license. The initial lease term expired in October 2004 and the third successive five-year term was renewed on October 31, 2014 until October 31, 2019. Effective January 1, 2015 the terms “Basic Rent” and “Percentage Rent” used throughout the Lease Agreement shall mean and be construed as the lesser of the Basic Rent or the Percentage Rent. Therefore, the annual lease payment is equal to the lesser of (i) $1,000,000 or (ii) 3% of the Joint Venture’s annual net operating income, as defined in the Agreement.

The Joint Venture leases certain electronic gaming devices from various approved manufacturers. The leases range from $15 to $100 per day and allow for either party to terminate the lease within 60 days of execution.

Rent expense for all operating leases for the period from January 1, 2018 through August 6, 2018 was $1,865,777.

 

6.

COMMITMENTS AND CONTINGENCIES

The Joint Venture has agreed to contribute to both the County of Kane and the Grand Victoria Foundation, a foundation established for the benefit of educational, environmental and economic development programs in the region. The total commitment is equal to 20% of adjusted net operating income, as defined. This commitment must be paid within 120 days of the end of the fiscal year for which it has been calculated. Combined donation expense for the County of Kane and the Grand Victoria Foundation for the period from January 1, 2018 through August 6, 2018 was $5,370,749.

 

7.

RELATED-PARTY TRANSACTIONS

The Joint Venture employs the legal services of a firm that is affiliated with a member of the Joint Venture’s Executive Committee.

 

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The Joint Venture is reimbursed for certain allocated employment expenses for a key Joint Venture employee that provides oversight and management to an affiliated entity of the Managing Partner.

Under Amendment No. 1 to the Amended and Restated Joint Venture Agreement dated April 25, 2005, the Managing Partner is allowed to receive 1% of adjusted gross receipts, as defined by the Illinois Riverboat Gambling Act, as a preferred distribution. The preferred distribution for the period from January 1, 2018 through August 6, 2018 was $969,444.

 

8.

RETIREMENT PLANS

The Joint Venture maintains a defined contribution plan under section 401(k) of the Internal Revenue Code for all employees with certain eligibility requirement as outlined in the plan document. The plan allows employees to defer a portion of their income on a pretax basis. The Joint Venture matches a portion of employee contributions in accordance with a safe harbor provision adopted in January 2007. Matching contribution expenses for the period from January 1, 2018 through August 6, 2018 was $545,523.

On January 1, 2016, the Joint Venture started a new deferred retirement plan for certain key employees. Under the new plan the Joint Venture voluntarily matches a portion of employee contributions up to a maximum amount on each pay period. The matching contribution expense for the period from January 1, 2018 through August 6, 2018 was $43,555.

 

9.

LETTER OF CREDIT

The Joint Venture has an irrevocable and unconditional letter of credit of $300,000, bearing no interest, for the benefit of Zurich American Insurance Company and American Zurich Insurance Company (collectively, “Zurich”). The letter of credit is being maintained as security for the reimbursement of deductibles or retention payments made on the Joint Venture’s behalf by Zurich. The letter of credit renews annually on September 30, and is extended for one year, unless prior written notice is provided to Zurich. The letter of credit is secured with a certificate of deposit equal to the amount of the letter of credit.

 

10.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This ASU clarifies the principles for recognizing revenue and to develop a common revenue standard for US GAAP and IFRS. The amendments in this guidance state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. In August 2015, FASB issued new guidance to defer the effective date of the pronouncement to annual reporting periods beginning after December 15, 2018. An entity should apply the amendments in this update retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. The Joint Venture is currently evaluating the standard to understand the overall impact it will have on the financial statements.

 

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which amends the FASB Accounting Standards Codification. The objective of the update is to improve financial reporting by increasing transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. It is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments is permitted for all entities. The Joint Venture is currently evaluating the impact that this amended guidance will have on its financial statements and related disclosures.

 

11.

SUBSEQUENT EVENTS

On August 7, 2018, Eldorado Resorts, Inc., a Nevada corporation (“Eldorado”), completed its previously announced acquisition of the Joint Venture (the “Acquisition”). The Acquisition was made pursuant to the Interest Purchase Agreement, dated as of April 15, 2018. As a result of the Acquisition, the Joint Venture became an indirect wholly-owned subsidiary of Eldorado. Eldorado purchased the Joint Venture for $327.5 million, subject to a post-closing working capital adjustment.

In preparing these financial statements, the Joint Venture has evaluated events and transactions for potential recognition or disclosure through October 19, 2018, the date the Joint Venture’s financial statements were available to be issued.

* * * * * *

 

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