x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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|
47-4668380
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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|
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EX-101 INSTANCE DOCUMENT
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EX-101 SCHEMA DOCUMENT
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EX-101 CALCULATION LINKBASE DOCUMENT
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EX-101 LABELS LINKBASE DOCUMENT
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EX-101 PRESENTATION LINKBASE DOCUMENT
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EX-101 DEFINITION LINKBASE DOCUMENT
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For the three months ended June 30,
|
|
For the six months ended June 30,
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||||||||||||
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2016
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|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Gaming
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$
|
505,698
|
|
|
$
|
519,326
|
|
|
$
|
1,026,539
|
|
|
$
|
1,033,673
|
|
Food and beverage
|
29,746
|
|
|
31,430
|
|
|
61,741
|
|
|
63,460
|
|
||||
Lodging
|
13,134
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|
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13,133
|
|
|
24,381
|
|
|
24,628
|
|
||||
Retail, entertainment and other
|
17,654
|
|
|
18,071
|
|
|
33,596
|
|
|
33,038
|
|
||||
Total revenues
|
566,232
|
|
|
581,960
|
|
|
1,146,257
|
|
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1,154,799
|
|
||||
Expenses and other costs:
|
|
|
|
|
|
|
|
||||||||
Gaming
|
266,659
|
|
|
281,960
|
|
|
533,792
|
|
|
546,845
|
|
||||
Food and beverage
|
28,182
|
|
|
28,984
|
|
|
58,092
|
|
|
58,151
|
|
||||
Lodging
|
6,175
|
|
|
6,343
|
|
|
11,783
|
|
|
12,131
|
|
||||
Retail, entertainment and other
|
6,887
|
|
|
8,150
|
|
|
11,400
|
|
|
13,240
|
|
||||
General and administrative
|
127,006
|
|
|
107,086
|
|
|
231,868
|
|
|
209,376
|
|
||||
Depreciation and amortization
|
53,973
|
|
|
61,875
|
|
|
108,069
|
|
|
129,706
|
|
||||
Pre-opening, development and other costs
|
44,028
|
|
|
6,108
|
|
|
49,357
|
|
|
7,675
|
|
||||
Impairment of goodwill
|
332,900
|
|
|
3,319
|
|
|
332,900
|
|
|
3,319
|
|
||||
Impairment of other intangible assets
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129,500
|
|
|
4,966
|
|
|
129,500
|
|
|
4,966
|
|
||||
Write-downs, reserves and recoveries, net
|
4,750
|
|
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(8,038
|
)
|
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7,640
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(4,894
|
)
|
||||
Total expenses and other costs
|
1,000,060
|
|
|
500,753
|
|
|
1,474,401
|
|
|
980,515
|
|
||||
Operating income (loss)
|
(433,828
|
)
|
|
81,207
|
|
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(328,144
|
)
|
|
174,284
|
|
||||
Interest expense, net
|
(85,047
|
)
|
|
(59,995
|
)
|
|
(144,840
|
)
|
|
(121,078
|
)
|
||||
Loss on early extinguishment of debt
|
(5,207
|
)
|
|
—
|
|
|
(5,207
|
)
|
|
—
|
|
||||
Loss from equity method investment
|
(90
|
)
|
|
—
|
|
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(90
|
)
|
|
(83
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
(524,172
|
)
|
|
21,212
|
|
|
(478,281
|
)
|
|
53,123
|
|
||||
Income tax benefit (expense)
|
34,970
|
|
|
(5,419
|
)
|
|
29,972
|
|
|
(10,251
|
)
|
||||
Income (loss) from continuing operations
|
(489,202
|
)
|
|
15,793
|
|
|
(448,309
|
)
|
|
42,872
|
|
||||
Income from discontinued operations, net of income taxes
|
271
|
|
|
4,699
|
|
|
396
|
|
|
4,916
|
|
||||
Net income (loss)
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(488,931
|
)
|
|
20,492
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|
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(447,913
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)
|
|
47,788
|
|
||||
Net loss attributable to non-controlling interest
|
(7
|
)
|
|
(1,252
|
)
|
|
(15
|
)
|
|
(1,262
|
)
|
||||
Net income (loss) attributable to Pinnacle Entertainment, Inc.
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$
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(488,924
|
)
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$
|
21,744
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|
|
$
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(447,898
|
)
|
|
$
|
49,050
|
|
Net income (loss) per common share—basic
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(8.04
|
)
|
|
$
|
0.28
|
|
|
$
|
(7.34
|
)
|
|
$
|
0.73
|
|
Income from discontinued operations, net of income taxes
|
0.00
|
|
|
0.08
|
|
|
0.01
|
|
|
0.08
|
|
||||
Net income (loss) per common share—basic
|
$
|
(8.04
|
)
|
|
$
|
0.36
|
|
|
$
|
(7.33
|
)
|
|
$
|
0.81
|
|
Net income (loss) per common share—diluted
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(8.04
|
)
|
|
$
|
0.27
|
|
|
$
|
(7.34
|
)
|
|
$
|
0.70
|
|
Income from discontinued operations, net of income taxes
|
0.00
|
|
|
0.07
|
|
|
0.01
|
|
|
0.08
|
|
||||
Net income (loss) per common share—diluted
|
$
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(8.04
|
)
|
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$
|
0.34
|
|
|
$
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(7.33
|
)
|
|
$
|
0.78
|
|
Number of shares—basic
|
60,791
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|
60,976
|
|
|
61,077
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|
|
60,808
|
|
||||
Number of shares—diluted
|
60,791
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|
|
63,355
|
|
|
61,077
|
|
|
62,973
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(488,931
|
)
|
|
$
|
20,492
|
|
|
$
|
(447,913
|
)
|
|
$
|
47,788
|
|
Comprehensive income (loss)
|
(488,931
|
)
|
|
20,492
|
|
|
(447,913
|
)
|
|
47,788
|
|
||||
Comprehensive loss attributable to non-controlling interest
|
(7
|
)
|
|
(1,252
|
)
|
|
(15
|
)
|
|
(1,262
|
)
|
||||
Comprehensive income (loss) attributable to Pinnacle Entertainment, Inc.
|
$
|
(488,924
|
)
|
|
$
|
21,744
|
|
|
$
|
(447,898
|
)
|
|
$
|
49,050
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
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|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
119,374
|
|
|
$
|
164,034
|
|
Accounts receivable, net of allowance for doubtful accounts of $8,297 and $9,445
|
29,073
|
|
|
33,594
|
|
||
Inventories
|
9,363
|
|
|
10,309
|
|
||
Income tax receivable, net
|
—
|
|
|
1,133
|
|
||
Prepaid expenses and other assets
|
31,748
|
|
|
14,624
|
|
||
Assets held for sale and assets of discontinued operations
|
9,953
|
|
|
9,938
|
|
||
Total current assets
|
199,511
|
|
|
233,632
|
|
||
Land, buildings, vessels and equipment, net
|
2,797,123
|
|
|
2,856,011
|
|
||
Goodwill
|
581,625
|
|
|
914,525
|
|
||
Intangible assets, net
|
344,103
|
|
|
479,543
|
|
||
Other assets, net
|
44,454
|
|
|
47,200
|
|
||
Total assets
|
$
|
3,966,816
|
|
|
$
|
4,530,911
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
42,056
|
|
|
$
|
67,297
|
|
Accrued interest
|
6,286
|
|
|
50,091
|
|
||
Accrued compensation
|
61,756
|
|
|
74,069
|
|
||
Accrued taxes
|
46,487
|
|
|
38,910
|
|
||
Other accrued liabilities
|
90,274
|
|
|
84,872
|
|
||
Current portion of long-term debt
|
12,257
|
|
|
11,006
|
|
||
Current portion of long-term financing obligation
|
47,235
|
|
|
—
|
|
||
Total current liabilities
|
306,351
|
|
|
326,245
|
|
||
Long-term debt less current portion
|
810,707
|
|
|
3,616,729
|
|
||
Long-term financing obligation less current portion
|
3,139,263
|
|
|
—
|
|
||
Other long-term liabilities
|
31,068
|
|
|
36,605
|
|
||
Deferred income taxes
|
12,291
|
|
|
187,823
|
|
||
Total liabilities
|
4,299,680
|
|
|
4,167,402
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Stockholders’ Equity (Deficit):
|
|
|
|
||||
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock—$0.01 par value, 150,000,000 authorized, 59,326,059 and 60,870,749 shares issued and outstanding, net of treasury shares
|
616
|
|
|
6,724
|
|
||
Additional paid-in capital
|
904,936
|
|
|
1,122,661
|
|
||
Accumulated deficit
|
(1,224,307
|
)
|
|
(705,319
|
)
|
||
Accumulated other comprehensive income
|
408
|
|
|
408
|
|
||
Treasury stock, at cost, 2,237,728 and 6,374,882 of treasury shares, respectively
|
(24,724
|
)
|
|
(71,090
|
)
|
||
Total Pinnacle stockholders’ equity (deficit)
|
(343,071
|
)
|
|
353,384
|
|
||
Non-controlling interest
|
10,207
|
|
|
10,125
|
|
||
Total stockholders’ equity (deficit)
|
(332,864
|
)
|
|
363,509
|
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
3,966,816
|
|
|
$
|
4,530,911
|
|
|
Capital Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Number of Shares
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income
|
|
Treasury
Stock
|
|
Total Pinnacle Stockholders’ Equity (Deficit)
|
|
Non-Controlling Interest
|
|
Total
Stockholders’ Equity (Deficit) |
|||||||||||||||||
Balance as of January 1, 2016
|
60,871
|
|
|
$
|
6,724
|
|
|
$
|
1,122,661
|
|
|
$
|
(705,319
|
)
|
|
$
|
408
|
|
|
$
|
(71,090
|
)
|
|
$
|
353,384
|
|
|
$
|
10,125
|
|
|
$
|
363,509
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(447,898
|
)
|
|
—
|
|
|
—
|
|
|
(447,898
|
)
|
|
(15
|
)
|
|
(447,913
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
30,039
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,039
|
|
|
—
|
|
|
30,039
|
|
||||||||
Impact of Spin-Off and Merger, net
|
—
|
|
|
(6,134
|
)
|
|
(247,665
|
)
|
|
(71,090
|
)
|
|
—
|
|
|
71,090
|
|
|
(253,799
|
)
|
|
—
|
|
|
(253,799
|
)
|
||||||||
Common stock issuance and option exercises
|
693
|
|
|
26
|
|
|
1,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
—
|
|
|
1,059
|
|
||||||||
Treasury stock purchases
|
(2,238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,724
|
)
|
|
(24,724
|
)
|
|
—
|
|
|
(24,724
|
)
|
||||||||
Contributions from non-controlling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
97
|
|
||||||||
Tax withholding related to vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
|
—
|
|
|
(1,132
|
)
|
||||||||
Balance as of June 30, 2016
|
59,326
|
|
|
$
|
616
|
|
|
$
|
904,936
|
|
|
$
|
(1,224,307
|
)
|
|
$
|
408
|
|
|
$
|
(24,724
|
)
|
|
$
|
(343,071
|
)
|
|
$
|
10,207
|
|
|
$
|
(332,864
|
)
|
|
For the six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(447,913
|
)
|
|
$
|
47,788
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
108,069
|
|
|
129,706
|
|
||
Loss (gain) on sales or disposals of long-lived assets, net
|
6,925
|
|
|
(12,003
|
)
|
||
Loss from equity method investment
|
90
|
|
|
83
|
|
||
Loss on early extinguishment of debt
|
5,207
|
|
|
—
|
|
||
Impairment of goodwill
|
332,900
|
|
|
3,319
|
|
||
Impairment of other intangible assets
|
129,500
|
|
|
4,966
|
|
||
Impairment of land, buildings, vessels and equipment
|
215
|
|
|
2,903
|
|
||
Amortization of debt issuance costs and debt discounts/premiums
|
4,952
|
|
|
2,596
|
|
||
Share-based compensation expense
|
30,039
|
|
|
8,912
|
|
||
Change in income taxes
|
(35,304
|
)
|
|
28,273
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables, net
|
4,181
|
|
|
(5,141
|
)
|
||
Prepaid expenses and other
|
(15,176
|
)
|
|
(3,953
|
)
|
||
Accounts payable, accrued expenses and other
|
(36,634
|
)
|
|
(21,394
|
)
|
||
Net cash provided by operating activities
|
87,051
|
|
|
186,055
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(47,555
|
)
|
|
(41,749
|
)
|
||
Net proceeds from disposition of asset held for sale
|
325
|
|
|
25,066
|
|
||
Proceeds from sales of property and equipment
|
51
|
|
|
349
|
|
||
Purchase of intangible asset
|
—
|
|
|
(25,000
|
)
|
||
Loans receivable
|
(750
|
)
|
|
(825
|
)
|
||
Net cash used in investing activities
|
(47,929
|
)
|
|
(42,159
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from Former Pinnacle Senior Secured Credit Facilities
|
134,500
|
|
|
73,100
|
|
||
Repayments under Former Pinnacle Senior Secured Credit Facilities
|
(1,011,285
|
)
|
|
(265,100
|
)
|
||
Proceeds from Senior Secured Credit Facilities
|
600,800
|
|
|
—
|
|
||
Repayments under Senior Secured Credit Facilities
|
(136,800
|
)
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
375,000
|
|
|
—
|
|
||
Repayments under financing obligation
|
(7,791
|
)
|
|
—
|
|
||
Proceeds from common stock options exercised
|
373
|
|
|
6,517
|
|
||
Purchase of treasury stock
|
(23,729
|
)
|
|
—
|
|
||
Debt issuance costs and debt discount
|
(13,812
|
)
|
|
—
|
|
||
Other
|
(1,038
|
)
|
|
(1,056
|
)
|
||
Net cash used in financing activities
|
(83,782
|
)
|
|
(186,539
|
)
|
||
Change in cash and cash equivalents
|
(44,660
|
)
|
|
(42,643
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
164,034
|
|
|
164,654
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
119,374
|
|
|
$
|
122,011
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
149,716
|
|
|
$
|
118,663
|
|
Cash payments (refunds) related to income taxes, net
|
4,339
|
|
|
(16,279
|
)
|
||
Increase (decrease) in construction-related deposits and liabilities
|
2,926
|
|
|
(6,494
|
)
|
||
Non-cash issuance of common stock
|
686
|
|
|
417
|
|
||
Non-cash retirement of debt in connection with Spin-Off and Merger
|
(2,761,287
|
)
|
|
—
|
|
||
Non-cash settlement of accrued interest in connection with Spin-Off and Merger
|
(34,133
|
)
|
|
—
|
|
||
Non-cash recognition of financing obligation
|
3,194,287
|
|
|
—
|
|
Midwest segment, which includes:
|
Location
|
Ameristar Council Bluffs
|
Council Bluffs, Iowa
|
Ameristar East Chicago
|
East Chicago, Indiana
|
Ameristar Kansas City
|
Kansas City, Missouri
|
Ameristar St. Charles
|
St. Charles, Missouri
|
River City
|
St. Louis, Missouri
|
Belterra
|
Florence, Indiana
|
Belterra Park
|
Cincinnati, Ohio
|
|
|
South segment, which includes:
|
Location
|
Ameristar Vicksburg
|
Vicksburg, Mississippi
|
Boomtown Bossier City
|
Bossier City, Louisiana
|
Boomtown New Orleans
|
New Orleans, Louisiana
|
L’Auberge Baton Rouge
|
Baton Rouge, Louisiana
|
L’Auberge Lake Charles
|
Lake Charles, Louisiana
|
|
|
West segment, which includes:
|
Location
|
Ameristar Black Hawk
|
Black Hawk, Colorado
|
Cactus Petes and Horseshu
|
Jackpot, Nevada
|
|
|
|
Fair Value Measurements Using:
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
As of June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation
|
$
|
0.4
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
Fair Value Measurements Using:
|
||||||||||||||
|
Total Carrying Amount
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in millions)
|
||||||||||||||||||
As of June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity securities
|
$
|
14.3
|
|
|
$
|
15.8
|
|
|
$
|
—
|
|
|
$
|
12.8
|
|
|
$
|
3.0
|
|
Promissory notes
|
$
|
14.9
|
|
|
$
|
19.5
|
|
|
$
|
—
|
|
|
$
|
19.5
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
823.0
|
|
|
$
|
833.6
|
|
|
$
|
—
|
|
|
$
|
833.6
|
|
|
$
|
—
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity securities
|
$
|
14.4
|
|
|
$
|
15.2
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
3.1
|
|
Promissory notes
|
$
|
14.1
|
|
|
$
|
19.2
|
|
|
$
|
—
|
|
|
$
|
19.2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
$
|
3,627.7
|
|
|
$
|
3,740.6
|
|
|
$
|
—
|
|
|
$
|
3,740.6
|
|
|
$
|
—
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Land, buildings, vessels and equipment:
|
|
|
|
|
|
||
Land and land improvements
|
$
|
424.9
|
|
|
$
|
422.8
|
|
Buildings, vessels and improvements
|
2,679.0
|
|
|
2,674.6
|
|
||
Furniture, fixtures and equipment
|
768.8
|
|
|
763.8
|
|
||
Construction in progress
|
46.7
|
|
|
33.2
|
|
||
Land, buildings, vessels and equipment, gross
|
3,919.4
|
|
|
3,894.4
|
|
||
Less: accumulated depreciation
|
(1,122.3
|
)
|
|
(1,038.4
|
)
|
||
Land, buildings, vessels and equipment, net
|
$
|
2,797.1
|
|
|
$
|
2,856.0
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Food and beverage
|
$
|
33.7
|
|
|
$
|
34.8
|
|
|
$
|
67.5
|
|
|
$
|
69.9
|
|
Lodging
|
16.3
|
|
|
16.0
|
|
|
32.1
|
|
|
31.1
|
|
||||
Other
|
3.9
|
|
|
4.7
|
|
|
7.6
|
|
|
9.2
|
|
||||
Total promotional allowances
|
$
|
53.9
|
|
|
$
|
55.5
|
|
|
$
|
107.2
|
|
|
$
|
110.2
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Promotional allowance costs included in gaming expense
|
$
|
38.3
|
|
|
$
|
44.1
|
|
|
$
|
76.5
|
|
|
$
|
83.4
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Gaming taxes
|
$
|
142.7
|
|
|
$
|
148.4
|
|
|
$
|
288.5
|
|
|
$
|
293.1
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Restructuring costs (1)
|
$
|
43.2
|
|
|
$
|
5.8
|
|
|
$
|
46.8
|
|
|
$
|
6.9
|
|
Meadows acquisition costs (2)
|
0.4
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Other
|
0.4
|
|
|
0.3
|
|
|
0.5
|
|
|
0.8
|
|
||||
Total pre-opening, development and other costs
|
$
|
44.0
|
|
|
$
|
6.1
|
|
|
$
|
49.4
|
|
|
$
|
7.7
|
|
(1)
|
Amounts comprised of costs associated with the Spin-Off and Merger. See Note 2, “Spin-Off, Merger and Master Lease Financing Obligation.”
|
(2)
|
Amounts comprised of costs associated with the Company’s acquisition of The Meadows Racetrack and Casino (“Meadows”) business. See Note 8, “Investment and Acquisition Activities.”
|
|
June 30, 2016
|
||||||||||
|
Outstanding Principal
|
|
Unamortized Discount and Debt Issuance Costs
|
|
Long-Term Debt, Net
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Senior Secured Credit Facilities:
|
|
|
|
|
|
||||||
Revolving Credit Facility due 2021
|
$
|
17.0
|
|
|
$
|
—
|
|
|
$
|
17.0
|
|
Term Loan A Facility due 2021
|
185.0
|
|
|
(3.5
|
)
|
|
181.5
|
|
|||
Term Loan B Facility due 2023
|
262.0
|
|
|
(5.5
|
)
|
|
256.5
|
|
|||
5.625% Senior Notes due 2024
|
375.0
|
|
|
(7.1
|
)
|
|
367.9
|
|
|||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Total debt including current maturities
|
839.1
|
|
|
(16.1
|
)
|
|
823.0
|
|
|||
Less: current maturities
|
(12.3
|
)
|
|
—
|
|
|
(12.3
|
)
|
|||
Total long-term debt
|
$
|
826.8
|
|
|
$
|
(16.1
|
)
|
|
$
|
810.7
|
|
|
December 31, 2015
|
||||||||||
|
Outstanding Principal
|
|
Unamortized (Discount) Premium and (Debt Issuance Costs)
|
|
Long-Term Debt, Net
|
||||||
|
|
|
|
|
|
||||||
|
(in millions)
|
||||||||||
Senior Secured Credit Facilities:
|
|
|
|
|
|
||||||
Revolving Credit Facility due 2018
|
$
|
750.1
|
|
|
$
|
—
|
|
|
$
|
750.1
|
|
B-2 Term Loan due 2020
|
302.2
|
|
|
(13.3
|
)
|
|
288.9
|
|
|||
6.375% Senior Notes due 2021
|
850.0
|
|
|
(13.0
|
)
|
|
837.0
|
|
|||
7.50% Senior Notes due 2021
|
1,040.0
|
|
|
46.7
|
|
|
1,086.7
|
|
|||
7.75% Senior Subordinated Notes due 2022
|
325.0
|
|
|
(4.7
|
)
|
|
320.3
|
|
|||
8.75% Senior Subordinated Notes due 2020
|
350.0
|
|
|
(5.4
|
)
|
|
344.6
|
|
|||
Other
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Total debt including current maturities
|
3,617.4
|
|
|
10.3
|
|
|
3,627.7
|
|
|||
Less: current maturities
|
(11.0
|
)
|
|
—
|
|
|
(11.0
|
)
|
|||
Total long-term debt
|
$
|
3,606.4
|
|
|
$
|
10.3
|
|
|
$
|
3,616.7
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Interest expense from financing obligation (1)
|
$
|
58.3
|
|
|
$
|
—
|
|
|
$
|
58.3
|
|
|
$
|
—
|
|
Interest expense from debt (2)
|
24.4
|
|
|
60.1
|
|
|
84.3
|
|
|
121.2
|
|
||||
Interest income
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Capitalized interest
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Other (3)
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||
Interest expense, net
|
$
|
85.0
|
|
|
$
|
60.0
|
|
|
$
|
144.8
|
|
|
$
|
121.1
|
|
(1)
|
Total cash payments under the Master Lease, which commenced on April 28, 2016, were
$66.1 million
for both the three and six months ended June 30, 2016, of which
$58.3 million
was recognized as interest expense and
$7.8 million
reduced the financing obligation.
|
(2)
|
Interest expense associated with the Former Senior Secured Credit Facilities, the
6.375%
Notes, the
7.50%
Notes, the
7.75%
Notes, and the
8.75%
Notes, which were no longer obligations of the Company as of April 28, 2016, included in the three and six months ended June 30, 2016, was
$16.8 million
and
$76.5 million
, respectively.
|
(3)
|
Represents a one-time expense associated with the GLPI transaction.
|
|
Number of
Stock Options
|
|
Weighted Average
Exercise Price
|
|||
Former Pinnacle options outstanding as of January 1, 2016
|
5,375,476
|
|
|
$
|
16.04
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Exercised
|
(14,405
|
)
|
|
$
|
14.90
|
|
Canceled or forfeited
|
(2,675
|
)
|
|
$
|
23.23
|
|
Former Pinnacle options outstanding as of April 28, 2016
|
5,358,396
|
|
|
$
|
16.04
|
|
Conversion related to the Spin-Off and Merger
|
|
|
|
|||
Conversion of Former Pinnacle options outstanding as of April 28, 2016
|
(5,358,396
|
)
|
|
$
|
16.04
|
|
Converted Pinnacle options outstanding as of April 28, 2016
|
5,839,044
|
|
|
$
|
5.23
|
|
Post Spin-Off and Merger activities
|
|
|
|
|||
Granted
|
1,038,945
|
|
|
$
|
11.47
|
|
Exercised
|
(52,932
|
)
|
|
$
|
6.25
|
|
Canceled or forfeited
|
(87,176
|
)
|
|
$
|
8.39
|
|
Options outstanding as of June 30, 2016
|
6,737,881
|
|
|
$
|
6.14
|
|
Options exercisable as of June 30, 2016
|
4,112,182
|
|
|
$
|
3.95
|
|
Expected to vest as of June 30, 2016
|
2,206,416
|
|
|
$
|
9.63
|
|
|
For the six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Weighted-average grant date fair value
|
$
|
4.05
|
|
|
$
|
9.44
|
|
|
Number of
Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Former Pinnacle non-vested as of January 1, 2016
|
1,311,423
|
|
|
$
|
25.16
|
|
Granted
|
5,505
|
|
|
$
|
32.78
|
|
Vested
|
(48,129
|
)
|
|
$
|
26.16
|
|
Canceled or forfeited
|
(4,818
|
)
|
|
$
|
28.46
|
|
Former Pinnacle non-vested as of April 28, 2016
|
1,263,981
|
|
|
$
|
25.14
|
|
Conversion related to the Spin-Off and Merger
|
|
|
|
|||
Conversion of Former Pinnacle non-vested units as of April 28, 2016
|
(1,263,981
|
)
|
|
$
|
25.14
|
|
Converted Pinnacle non-vested units as of April 28, 2016
|
1,811,186
|
|
|
$
|
8.38
|
|
Post Spin-Off and Merger activities
|
|
|
|
|||
Granted
|
997,401
|
|
|
$
|
11.50
|
|
Vested
|
(105,882
|
)
|
|
$
|
6.20
|
|
Canceled or forfeited
|
(108,150
|
)
|
|
$
|
8.11
|
|
Non-vested as of June 30, 2016
|
2,594,555
|
|
|
$
|
9.67
|
|
|
Number of
Units
|
|
Weighted Average
Grant Date Fair Value
|
|||
Former Pinnacle non-vested as of January 1, 2016
|
408,228
|
|
|
$
|
23.23
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Canceled or forfeited
|
—
|
|
|
$
|
—
|
|
Former Pinnacle non-vested as of April 28, 2016
|
408,228
|
|
|
$
|
23.23
|
|
Conversion related to the Spin-Off and Merger
|
|
|
|
|||
Conversion of Former Pinnacle non-vested units as of April 28, 2016
|
(408,228
|
)
|
|
$
|
23.23
|
|
Converted Pinnacle non-vested units as of April 28, 2016
|
408,228
|
|
|
$
|
6.87
|
|
Post Spin-Off and Merger activities
|
|
|
|
|||
Granted
|
—
|
|
|
$
|
—
|
|
Canceled or forfeited
|
(18,459
|
)
|
|
$
|
6.70
|
|
Non-vested as of June 30, 2016
|
389,769
|
|
|
$
|
6.88
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|||
Non-vested as of January 1, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
345,620
|
|
|
$
|
14.24
|
|
Canceled or forfeited
|
—
|
|
|
$
|
—
|
|
Non-vested as of June 30, 2016
|
345,620
|
|
|
$
|
14.24
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Loss (gain) on disposals of long-lived assets, net
|
$
|
4.2
|
|
|
$
|
(7.5
|
)
|
|
$
|
6.9
|
|
|
$
|
(7.2
|
)
|
Impairment of long-lived assets
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
3.0
|
|
||||
Other
|
0.6
|
|
|
(0.7
|
)
|
|
0.5
|
|
|
(0.7
|
)
|
||||
Write-downs, reserves and recoveries, net
|
$
|
4.8
|
|
|
$
|
(8.0
|
)
|
|
$
|
7.6
|
|
|
$
|
(4.9
|
)
|
|
Fair Value as of 4/28/16
(in millions)
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range or Amount
|
||
Gaming Licenses
|
$
|
302.0
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
8.8% - 17.5%
|
|
|
|
|
|
Long-term revenue growth rate
|
|
2.0%
|
||
Trade Names
|
$
|
125.5
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
14.9% - 15.1%
|
|
|
|
|
|
Long-term revenue growth rate
|
|
2.0%
|
||
|
|
|
|
|
Pre-tax royalty rate
|
|
1.5% - 1.8%
|
|
June 30, 2016
|
||||||||||||||||
|
Weighted Average Remaining Useful Life (years)
|
|
Gross Carrying Amount
|
|
Cumulative Amortization
|
|
Cumulative Impairment Losses
|
|
Intangible Assets, Net
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
(in millions)
|
||||||||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
||||||||
Midwest segment
|
Indefinite
|
|
$
|
586.9
|
|
|
$
|
—
|
|
|
$
|
(136.1
|
)
|
|
$
|
450.8
|
|
South segment
|
Indefinite
|
|
248.3
|
|
|
—
|
|
|
(157.7
|
)
|
|
90.6
|
|
||||
West segment
|
Indefinite
|
|
78.2
|
|
|
—
|
|
|
(39.1
|
)
|
|
39.1
|
|
||||
Other
|
Indefinite
|
|
5.9
|
|
|
—
|
|
|
(4.7
|
)
|
|
1.2
|
|
||||
|
|
|
919.3
|
|
|
—
|
|
|
(337.6
|
)
|
|
581.7
|
|
||||
Indefinite-lived Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Gaming licenses
|
Indefinite
|
|
318.6
|
|
|
—
|
|
|
(127.1
|
)
|
|
191.5
|
|
||||
Trade names
|
Indefinite
|
|
187.2
|
|
|
—
|
|
|
(61.7
|
)
|
|
125.5
|
|
||||
|
|
|
505.8
|
|
|
—
|
|
|
(188.8
|
)
|
|
317.0
|
|
||||
Amortizing Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Player relationships
|
3.5
|
|
75.1
|
|
|
(51.3
|
)
|
|
(0.7
|
)
|
|
23.1
|
|
||||
Favorable leasehold interests
|
29.5
|
|
4.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
4.0
|
|
||||
|
|
|
79.5
|
|
|
(51.7
|
)
|
|
(0.7
|
)
|
|
27.1
|
|
||||
Total Goodwill and Other Intangible Assets
|
|
|
$
|
1,504.6
|
|
|
$
|
(51.7
|
)
|
|
$
|
(527.1
|
)
|
|
$
|
925.8
|
|
|
December 31, 2015
|
||||||||||||||||
|
Weighted Average Remaining Useful Life (years)
|
|
Gross Carrying Amount
|
|
Cumulative Amortization
|
|
Cumulative Impairment Losses
|
|
Intangible Assets, Net
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
(in millions)
|
||||||||||||||
Goodwill:
|
|
|
|
|
|
|
|
|
|
||||||||
Midwest segment
|
Indefinite
|
|
$
|
586.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
586.9
|
|
South segment
|
Indefinite
|
|
248.3
|
|
|
—
|
|
|
—
|
|
|
248.3
|
|
||||
West segment
|
Indefinite
|
|
78.2
|
|
|
—
|
|
|
—
|
|
|
78.2
|
|
||||
Other
|
Indefinite
|
|
5.9
|
|
|
—
|
|
|
(4.7
|
)
|
|
1.2
|
|
||||
|
|
|
919.3
|
|
|
—
|
|
|
(4.7
|
)
|
|
914.6
|
|
||||
Indefinite-lived Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Gaming licenses
|
Indefinite
|
|
318.6
|
|
|
—
|
|
|
(58.6
|
)
|
|
260.0
|
|
||||
Trade names
|
Indefinite
|
|
187.2
|
|
|
—
|
|
|
(0.7
|
)
|
|
186.5
|
|
||||
Racing license
|
Indefinite
|
|
5.0
|
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
||||
|
|
|
510.8
|
|
|
—
|
|
|
(64.3
|
)
|
|
446.5
|
|
||||
Amortizing Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Player relationships
|
4.0
|
|
75.1
|
|
|
(45.5
|
)
|
|
(0.7
|
)
|
|
28.9
|
|
||||
Favorable leasehold interests
|
30.0
|
|
4.4
|
|
|
(0.3
|
)
|
|
—
|
|
|
4.1
|
|
||||
|
|
|
79.5
|
|
|
(45.8
|
)
|
|
(0.7
|
)
|
|
33.0
|
|
||||
Total Goodwill and Other Intangible Assets
|
|
|
$
|
1,509.6
|
|
|
$
|
(45.8
|
)
|
|
$
|
(69.7
|
)
|
|
$
|
1,394.1
|
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Assets:
|
|
|
|
||||
Land, buildings, vessels and equipment, net
|
$
|
—
|
|
|
$
|
0.3
|
|
Other assets, net
|
9.9
|
|
|
9.6
|
|
||
Total assets
|
$
|
9.9
|
|
|
$
|
9.9
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Midwest segment (a)
|
$
|
318.8
|
|
|
$
|
322.9
|
|
|
$
|
647.3
|
|
|
$
|
636.8
|
|
South segment (a)
|
188.2
|
|
|
200.5
|
|
|
381.9
|
|
|
404.1
|
|
||||
West segment (a)
|
57.8
|
|
|
57.2
|
|
|
114.4
|
|
|
110.9
|
|
||||
|
564.8
|
|
|
580.6
|
|
|
1,143.6
|
|
|
1,151.8
|
|
||||
Corporate and other (c)
|
1.4
|
|
|
1.4
|
|
|
2.6
|
|
|
3.0
|
|
||||
Total revenues
|
$
|
566.2
|
|
|
$
|
582.0
|
|
|
$
|
1,146.2
|
|
|
$
|
1,154.8
|
|
Adjusted EBITDAR (b):
|
|
|
|
|
|
|
|
||||||||
Midwest segment (a)
|
$
|
98.7
|
|
|
$
|
96.0
|
|
|
$
|
206.1
|
|
|
$
|
196.8
|
|
South segment (a)
|
57.8
|
|
|
59.0
|
|
|
122.5
|
|
|
126.5
|
|
||||
West segment (a)
|
21.6
|
|
|
20.1
|
|
|
42.6
|
|
|
40.7
|
|
||||
|
178.1
|
|
|
175.1
|
|
|
371.2
|
|
|
364.0
|
|
||||
Corporate expenses and other (c)
|
(21.1
|
)
|
|
(20.8
|
)
|
|
(41.8
|
)
|
|
(40.0
|
)
|
||||
Consolidated Adjusted EBITDAR (b)
|
157.0
|
|
|
154.3
|
|
|
329.4
|
|
|
324.0
|
|
||||
Other benefits (costs):
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
(54.0
|
)
|
|
(61.9
|
)
|
|
(108.1
|
)
|
|
(129.7
|
)
|
||||
Pre-opening, development and other costs
|
(44.0
|
)
|
|
(6.1
|
)
|
|
(49.4
|
)
|
|
(7.7
|
)
|
||||
Non-cash share-based compensation expense
|
(25.7
|
)
|
|
(4.8
|
)
|
|
(30.1
|
)
|
|
(8.9
|
)
|
||||
Impairment of goodwill
|
(332.9
|
)
|
|
(3.3
|
)
|
|
(332.9
|
)
|
|
(3.3
|
)
|
||||
Impairment of other intangible assets
|
(129.5
|
)
|
|
(5.0
|
)
|
|
(129.5
|
)
|
|
(5.0
|
)
|
||||
Write-downs, reserves and recoveries, net
|
(4.8
|
)
|
|
8.0
|
|
|
(7.6
|
)
|
|
4.9
|
|
||||
Interest expense, net
|
(85.0
|
)
|
|
(60.0
|
)
|
|
(144.8
|
)
|
|
(121.1
|
)
|
||||
Loss from equity method investment
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Loss on early extinguishment of debt
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
||||
Income tax benefit (expense)
|
35.0
|
|
|
(5.4
|
)
|
|
30.0
|
|
|
(10.3
|
)
|
||||
Income (loss) from continuing operations
|
$
|
(489.2
|
)
|
|
$
|
15.8
|
|
|
$
|
(448.3
|
)
|
|
$
|
42.8
|
|
|
For the six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Capital expenditures:
|
|
|
|
||||
Midwest segment (a)
|
$
|
24.1
|
|
|
$
|
22.8
|
|
South segment (a)
|
15.5
|
|
|
12.0
|
|
||
West segment (a)
|
5.0
|
|
|
3.6
|
|
||
Corporate and other, including development projects
|
3.0
|
|
|
3.3
|
|
||
|
$
|
47.6
|
|
|
$
|
41.7
|
|
(a)
|
See Note 1, “Organization and Summary of Significant Accounting Policies,” for listing of properties included in each segment.
|
(b)
|
We define Consolidated Adjusted EBITDAR as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method investments, non-controlling interest, discontinued operations and rent expense associated with the anticipated Meadows Lease with GLPI, which the Company anticipates will be accounted for as an operating lease. Consequently, the Company is altering the format of its presentation from EBITDA to EBITDAR prospectively for the anticipated closing of that transaction during the third quarter of 2016. We define Adjusted EBITDAR for each reportable segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, inter-company management fees, gain (loss) on sale of certain assets, gain (loss) on early extinguishment of debt, gain (loss) on sale of discontinued operations, discontinued operations and rent expense associated with the anticipated Meadows Lease with GLPI. We define Adjusted EBITDAR margin as Adjusted EBITDAR for the segment divided by segment revenues. We use Consolidated Adjusted EBITDAR and Adjusted EBITDAR for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDAR and Adjusted EBITDAR have economic substance because they are used by management as measures to analyze the performance of our business and are especially relevant in evaluating large, long-lived casino-hotel projects because they provide a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations at the time they are deemed discontinued. We also review pre-opening, development and other costs separately, as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDAR and Adjusted EBITDAR are useful measures for investors because they are indicators of the performance of ongoing business operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, Consolidated Adjusted EBITDAR approximates the measures used in the debt covenants within the Company's debt agreements. Consolidated Adjusted EBITDAR and Adjusted EBITDAR do not include depreciation or interest expense and, therefore, do not reflect current or future capital expenditures or the cost of capital. Consolidated Adjusted EBITDAR should not be considered as an alternative to operating income (loss) as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Consolidated Adjusted EBITDAR and Adjusted EBITDAR may be different from the calculation methods used by other companies and, therefore, comparability may be limited.
|
(c)
|
Corporate and other includes revenues from Retama Park Racetrack (which we manage) and the Heartland Poker Tour. Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Corporate expenses that are directly attributable to a property are allocated to each applicable property. All other costs incurred relating to the management and consulting services provided by corporate headquarters to the properties are allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDAR and is completely eliminated in any consolidated financial results. Other includes expenses relating to the management of Retama Park Racetrack and the operation of Heartland Poker Tour.
|
Midwest segment, which includes:
|
Location
|
Ameristar Council Bluffs
|
Council Bluffs, Iowa
|
Ameristar East Chicago
|
East Chicago, Indiana
|
Ameristar Kansas City
|
Kansas City, Missouri
|
Ameristar St. Charles
|
St. Charles, Missouri
|
River City
|
St. Louis, Missouri
|
Belterra
|
Florence, Indiana
|
Belterra Park
|
Cincinnati, Ohio
|
|
|
South segment, which includes:
|
Location
|
Ameristar Vicksburg
|
Vicksburg, Mississippi
|
Boomtown Bossier City
|
Bossier City, Louisiana
|
Boomtown New Orleans
|
New Orleans, Louisiana
|
L’Auberge Baton Rouge
|
Baton Rouge, Louisiana
|
L’Auberge Lake Charles
|
Lake Charles, Louisiana
|
|
|
West segment, which includes:
|
Location
|
Ameristar Black Hawk
|
Black Hawk, Colorado
|
Cactus Petes and Horseshu
|
Jackpot, Nevada
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Midwest segment (a)
|
$
|
318.8
|
|
|
$
|
322.9
|
|
|
$
|
647.3
|
|
|
$
|
636.8
|
|
South segment (a)
|
188.2
|
|
|
200.5
|
|
|
381.9
|
|
|
404.1
|
|
||||
West segment (a)
|
57.8
|
|
|
57.2
|
|
|
114.4
|
|
|
110.9
|
|
||||
|
564.8
|
|
|
580.6
|
|
|
1,143.6
|
|
|
1,151.8
|
|
||||
Corporate and other (c)
|
1.4
|
|
|
1.4
|
|
|
2.6
|
|
|
3.0
|
|
||||
Total revenues
|
$
|
566.2
|
|
|
$
|
582.0
|
|
|
$
|
1,146.2
|
|
|
$
|
1,154.8
|
|
Adjusted EBITDAR (b):
|
|
|
|
|
|
|
|
||||||||
Midwest segment (a)
|
$
|
98.7
|
|
|
$
|
96.0
|
|
|
$
|
206.1
|
|
|
$
|
196.8
|
|
South segment (a)
|
57.8
|
|
|
59.0
|
|
|
122.5
|
|
|
126.5
|
|
||||
West segment (a)
|
21.6
|
|
|
20.1
|
|
|
42.6
|
|
|
40.7
|
|
||||
|
178.1
|
|
|
175.1
|
|
|
371.2
|
|
|
364.0
|
|
||||
Corporate expenses and other (c)
|
(21.1
|
)
|
|
(20.8
|
)
|
|
(41.8
|
)
|
|
(40.0
|
)
|
||||
Consolidated Adjusted EBITDAR (b)
|
157.0
|
|
|
154.3
|
|
|
329.4
|
|
|
324.0
|
|
||||
Lease Payments (d)
|
(66.1
|
)
|
|
—
|
|
|
(66.1
|
)
|
|
—
|
|
||||
Consolidated Adjusted EBITDA, net of Lease Payments (d)
|
90.9
|
|
|
154.3
|
|
|
263.3
|
|
|
324.0
|
|
||||
Other benefits (costs) and adjustments:
|
|
|
|
|
|
|
|
||||||||
Lease Payments (d)
|
66.1
|
|
|
—
|
|
|
66.1
|
|
|
—
|
|
||||
Depreciation and amortization
|
(54.0
|
)
|
|
(61.9
|
)
|
|
(108.1
|
)
|
|
(129.7
|
)
|
||||
Pre-opening, development and other costs
|
(44.0
|
)
|
|
(6.1
|
)
|
|
(49.4
|
)
|
|
(7.7
|
)
|
||||
Non-cash share-based compensation expense
|
(25.7
|
)
|
|
(4.8
|
)
|
|
(30.1
|
)
|
|
(8.9
|
)
|
||||
Impairment of goodwill
|
(332.9
|
)
|
|
(3.3
|
)
|
|
(332.9
|
)
|
|
(3.3
|
)
|
||||
Impairment of other intangible assets
|
(129.5
|
)
|
|
(5.0
|
)
|
|
(129.5
|
)
|
|
(5.0
|
)
|
||||
Write-downs, reserves and recoveries, net
|
(4.8
|
)
|
|
8.0
|
|
|
(7.6
|
)
|
|
4.9
|
|
||||
Interest expense, net
|
(85.0
|
)
|
|
(60.0
|
)
|
|
(144.8
|
)
|
|
(121.1
|
)
|
||||
Loss from equity method investment
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Loss on early extinguishment of debt
|
(5.2
|
)
|
|
—
|
|
|
(5.2
|
)
|
|
—
|
|
||||
Income tax benefit (expense)
|
35.0
|
|
|
(5.4
|
)
|
|
30.0
|
|
|
(10.3
|
)
|
||||
Income (loss) from continuing operations
|
$
|
(489.2
|
)
|
|
$
|
15.8
|
|
|
$
|
(448.3
|
)
|
|
$
|
42.8
|
|
(a)
|
See “Executive Summary” section for listing of properties included in each segment.
|
(b)
|
We define Consolidated Adjusted EBITDAR as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening, development and other costs, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain (loss) on sale of certain assets, loss on early extinguishment of debt, gain (loss) on sale of equity security investments, income (loss) from equity method
|
(c)
|
Corporate and other includes revenues from Retama Park Racetrack (which we manage) and the Heartland Poker Tour. Corporate expenses represent payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Corporate expenses that are directly attributable to a property are allocated to each applicable property. All other costs incurred relating to the management and consulting services provided by corporate headquarters to the properties are allocated to those properties based on their respective share of the monthly consolidated net revenues in the form of a management fee. The corporate management fee is excluded in the calculation of segment Adjusted EBITDAR and is completely eliminated in any consolidated financial results. Other includes expenses relating to the management of Retama Park Racetrack and the operation of Heartland Poker Tour.
|
(d)
|
Consolidated Adjusted EBITDA, net of Lease Payments is defined as Consolidated Adjusted EBITDAR (as defined in footnote b above), net of Lease Payments. The Company defines Lease Payments as cash rent payments made to GLPI for the Master Lease, and prospectively following the completion of the transaction and execution of the Meadows Lease, cash rent payments made to GLPI for the Meadows Lease. We believe that Consolidated Adjusted EBITDA, net of Lease Payments is a useful measure to compare operating results between accounting periods. In addition, Consolidated Adjusted EBITDA, net of Lease Payments is a useful measure for investors because it is an indicator of the performance of ongoing business operations after incorporating the cash flow obligations associated with the Master Lease and, prospectively, the Meadows Lease. Consolidated Adjusted EBITDA, net of Lease Payments should not be considered as an alternative to operating income (loss) as an indicator of performance, or as an alternative to any other measure provided in accordance with GAAP. Our calculations of Consolidated Adjusted EBITDA, net of Lease Payments may be different from the calculation methods used by other companies and, therefore, comparability may be limited. The Master Lease is accounted for as a financing obligation. Total cash payments under the Master Lease, which commenced on April 28, 2016, were
$66.1 million
for both the three and six months ended June 30, 2016, of which,
$58.3 million
was recognized as interest expense and
$7.8 million
reduced the financing obligation.
|
|
For the three months ended June 30,
|
|
Percentage change
|
|
For the six months ended June 30,
|
|
Percentage change
|
||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Gaming revenues
|
$
|
288.3
|
|
|
$
|
291.7
|
|
|
(1.2
|
)%
|
|
$
|
586.4
|
|
|
$
|
577.3
|
|
|
1.6
|
%
|
Total revenues
|
318.8
|
|
|
322.9
|
|
|
(1.3
|
)%
|
|
647.3
|
|
|
636.8
|
|
|
1.6
|
%
|
||||
Operating income (loss)
|
(173.9
|
)
|
|
62.4
|
|
|
NM
|
|
|
(95.8
|
)
|
|
128.2
|
|
|
NM
|
|
||||
Adjusted EBITDAR
|
98.7
|
|
|
96.0
|
|
|
2.8
|
%
|
|
206.1
|
|
|
196.8
|
|
|
4.7
|
%
|
|
For the three months ended June 30,
|
|
Percentage change
|
|
For the six months ended June 30,
|
|
Percentage change
|
||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Gaming revenues
|
$
|
168.8
|
|
|
$
|
179.6
|
|
|
(6.0
|
)%
|
|
$
|
343.9
|
|
|
$
|
363.2
|
|
|
(5.3
|
)%
|
Total revenues
|
188.2
|
|
|
200.5
|
|
|
(6.1
|
)%
|
|
381.9
|
|
|
404.1
|
|
|
(5.5
|
)%
|
||||
Operating income (loss)
|
(141.4
|
)
|
|
37.9
|
|
|
NM
|
|
|
(98.5
|
)
|
|
82.3
|
|
|
NM
|
|
||||
Adjusted EBITDAR
|
57.8
|
|
|
59.0
|
|
|
(2.0
|
)%
|
|
122.5
|
|
|
126.5
|
|
|
(3.2
|
)%
|
|
For the three months ended June 30,
|
|
Percentage change
|
|
For the six months ended June 30,
|
|
Percentage change
|
||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(
in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Gaming revenues
|
$
|
48.6
|
|
|
$
|
48.1
|
|
|
1.0
|
%
|
|
$
|
96.3
|
|
|
$
|
93.1
|
|
|
3.4
|
%
|
Total revenues
|
57.8
|
|
|
57.2
|
|
|
1.0
|
%
|
|
114.4
|
|
|
110.9
|
|
|
3.2
|
%
|
||||
Operating income (loss)
|
(26.3
|
)
|
|
13.1
|
|
|
NM
|
|
|
(10.6
|
)
|
|
26.9
|
|
|
NM
|
|
||||
Adjusted EBITDAR
|
21.6
|
|
|
20.1
|
|
|
7.5
|
%
|
|
42.6
|
|
|
40.7
|
|
|
4.7
|
%
|
|
For the three months ended June 30,
|
|
Percentage change
|
|
For the six months ended June 30,
|
|
Percentage change
|
||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in millions)
|
|
|
|
(in millions)
|
|
|
||||||||||||||
Other benefits (costs):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Corporate expenses and other
|
$
|
(21.1
|
)
|
|
$
|
(20.8
|
)
|
|
1.4
|
%
|
|
$
|
(41.8
|
)
|
|
$
|
(40.0
|
)
|
|
4.5
|
%
|
Depreciation and amortization
|
(54.0
|
)
|
|
(61.9
|
)
|
|
(12.8
|
)%
|
|
(108.1
|
)
|
|
(129.7
|
)
|
|
(16.7
|
)%
|
||||
Pre-opening, development and other costs
|
(44.0
|
)
|
|
(6.1
|
)
|
|
NM
|
|
|
(49.4
|
)
|
|
(7.7
|
)
|
|
NM
|
|
||||
Share-based compensation expense
|
(25.7
|
)
|
|
(4.8
|
)
|
|
NM
|
|
|
(30.1
|
)
|
|
(8.9
|
)
|
|
NM
|
|
||||
Impairment of goodwill
|
(332.9
|
)
|
|
(3.3
|
)
|
|
NM
|
|
|
(332.9
|
)
|
|
(3.3
|
)
|
|
NM
|
|
||||
Impairment of other intangible assets
|
(129.5
|
)
|
|
(5.0
|
)
|
|
NM
|
|
|
(129.5
|
)
|
|
(5.0
|
)
|
|
NM
|
|
||||
Write-downs, reserves and recoveries, net
|
(4.8
|
)
|
|
8.0
|
|
|
NM
|
|
|
(7.6
|
)
|
|
4.9
|
|
|
NM
|
|
||||
Loss from equity method investment
|
(0.1
|
)
|
|
—
|
|
|
NM
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
%
|
||||
Loss on early extinguishment of debt
|
(5.2
|
)
|
|
—
|
|
|
NM
|
|
|
(5.2
|
)
|
|
—
|
|
|
NM
|
|
||||
Interest expense, net
|
(85.0
|
)
|
|
(60.0
|
)
|
|
41.7
|
%
|
|
(144.8
|
)
|
|
(121.1
|
)
|
|
19.6
|
%
|
||||
Income tax benefit (expense)
|
35.0
|
|
|
(5.4
|
)
|
|
NM
|
|
|
30.0
|
|
|
(10.3
|
)
|
|
NM
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Restructuring costs (1)
|
$
|
43.2
|
|
|
$
|
5.8
|
|
|
$
|
46.8
|
|
|
$
|
6.9
|
|
Meadows acquisition costs (2)
|
0.4
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||
Other
|
0.4
|
|
|
0.3
|
|
|
0.5
|
|
|
0.8
|
|
||||
Total pre-opening, development and other costs
|
$
|
44.0
|
|
|
$
|
6.1
|
|
|
$
|
49.4
|
|
|
$
|
7.7
|
|
(1)
|
Amounts comprised of costs associated with the Spin-Off and Merger.
|
(2)
|
Amounts comprised of costs associated with the Company’s acquisition of the Meadows business.
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Loss (gain) on disposals of long-lived assets, net
|
$
|
4.2
|
|
|
$
|
(7.5
|
)
|
|
$
|
6.9
|
|
|
$
|
(7.2
|
)
|
Impairment of long-lived assets
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
3.0
|
|
||||
Other
|
0.6
|
|
|
(0.7
|
)
|
|
0.5
|
|
|
(0.7
|
)
|
||||
Write-downs, reserves and recoveries, net
|
$
|
4.8
|
|
|
$
|
(8.0
|
)
|
|
$
|
7.6
|
|
|
$
|
(4.9
|
)
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in millions)
|
||||||||||||||
Interest expense from financing obligation (1)
|
$
|
58.3
|
|
|
$
|
—
|
|
|
$
|
58.3
|
|
|
$
|
—
|
|
Interest expense from debt (2)
|
24.4
|
|
|
60.1
|
|
|
84.3
|
|
|
121.2
|
|
||||
Interest income
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
||||
Capitalized interest
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Other (3)
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||
Interest expense, net
|
$
|
85.0
|
|
|
$
|
60.0
|
|
|
$
|
144.8
|
|
|
$
|
121.1
|
|
(1)
|
Total cash payments under the Master Lease, which commenced on April 28, 2016, were
$66.1 million
for both the three and six months ended June 30, 2016, of which
$58.3 million
was recognized as interest expense and
$7.8 million
reduced the financing obligation.
|
(2)
|
Interest expense associated with the Former Senior Secured Credit Facilities, the
6.375%
Notes, the
7.50%
Notes, the
7.75%
Notes, and the
8.75%
Notes, which were no longer obligations of the Company as of April 28, 2016, included in the three and six months ended June 30, 2016, was
$16.8 million
and
$76.5 million
, respectively.
|
(3)
|
Represents a one-time expense associated with the GLPI transaction.
|
|
For the six months ended June 30,
|
|
Percentage change
|
|||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
|||||
|
|
|
|
|
|
|||||
|
(in millions)
|
|
|
|||||||
Net cash provided by operating activities
|
$
|
87.1
|
|
|
$
|
186.0
|
|
|
(53.2
|
)%
|
Net cash used in investing activities
|
$
|
(47.9
|
)
|
|
$
|
(42.2
|
)
|
|
13.5
|
%
|
Net cash used in financing activities
|
$
|
(83.8
|
)
|
|
$
|
(186.5
|
)
|
|
(55.1
|
)%
|
|
For the six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
|
(in millions)
|
||||||
Midwest segment
|
$
|
24.1
|
|
|
$
|
22.8
|
|
South segment
|
15.5
|
|
|
12.0
|
|
||
West segment
|
5.0
|
|
|
3.6
|
|
||
Corporate and other, including development projects
|
3.0
|
|
|
3.3
|
|
||
Total capital expenditures
|
$
|
47.6
|
|
|
$
|
41.7
|
|
•
|
Our business is particularly sensitive to reductions in consumers’ discretionary spending as a result of downturns in the economy or other changes we cannot accurately predict;
|
•
|
The gaming industry is very competitive and increased competition, including through legislative legalization or expansion of gaming by states in or near where we own properties or through Native American gaming facilities and Internet gaming, could adversely affect our financial results;
|
•
|
Our gaming operations rely heavily on technology services provided by third parties. In the event that there is an interruption of these services to us, it may have an adverse effect on our operations and financial condition;
|
•
|
Our business may be harmed from cyber security risk and we may be subject to legal claims if there is loss, disclosure or misappropriation of or access to our guests’ or our business partners’ or our own information or other breaches of our information security;
|
•
|
We are required to pay a significant portion of our cash flows pursuant to and subject to the terms and conditions of the Master Lease, which could adversely affect our ability to fund our operations and growth and limit our ability to react to competitive and economic changes;
|
•
|
Certain provisions of the Master Lease restrict our ability to freely operate and could have an adverse effect on our business and financial condition;
|
•
|
Substantially all of our gaming facilities are leased and could experience risks associated with leased property, including risks relating to lease termination, lease extensions, charges and our relationship with GLPI, which could have a material adverse effect on our business, financial position or results of operations;
|
•
|
We face risks associated with growth and acquisitions;
|
•
|
We derived 30.1% and 29.9% of our revenues in 2015 from our casinos located in Louisiana and Missouri, respectively, and are especially subject to certain risks, including economic and competitive risks, associated with the conditions in those areas and in the states from which we draw patrons;
|
•
|
Our present indebtedness (including our obligations under the Master Lease) and projected future borrowings could adversely affect our financial health; future cash flows may not be sufficient to meet our obligations, and we may have difficulty obtaining additional financing; and we may experience adverse effects of interest rate fluctuations;
|
•
|
Our indebtedness imposes restrictive covenants on us;
|
•
|
To service our indebtedness and make payments under the Master Lease, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control;
|
•
|
Our ability to obtain additional financing on commercially reasonable terms may be limited;
|
•
|
In the event that we undertake future development plans for capital-intensive projects, we may be required to borrow significant amounts under our credit facility and, depending on which projects are pursued to completion, may cause us to incur substantial additional indebtedness;
|
•
|
We may experience an impairment of our goodwill, other intangible assets, or long-lived assets, which could adversely affect our financial condition and results of operations;
|
•
|
Insufficient or lower-than-expected results generated from our new developments and acquired properties may negatively affect our operating results and financial condition;
|
•
|
Rising operating costs at our gaming properties could have a negative impact on our business;
|
•
|
Recessions have affected our business and financial condition, and economic conditions may continue to affect us in ways that we currently cannot accurately predict;
|
•
|
We expect to be engaged from time to time in one or more construction and development projects, and many factors could prevent us from completing them as planned, including the escalation of construction costs beyond increments anticipated in our construction budgets;
|
•
|
Our industry is highly regulated, which makes us dependent on obtaining and maintaining gaming licenses and subjects us to potentially significant fines and penalties;
|
•
|
Potential changes in the regulatory environment could harm our business;
|
•
|
Our business may be adversely affected by legislation prohibiting tobacco smoking;
|
•
|
Adverse weather conditions, road construction, gasoline shortages and other factors affecting our facilities and the areas in which we operate could make it more difficult for potential customers to travel to our properties and deter customers from visiting our properties;
|
•
|
Our results of operations and financial condition could be materially adversely affected by the occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war and terrorism;
|
•
|
The concentration and evolution of the slot machine manufacturing industry or other technological conditions could impose additional costs on us;
|
•
|
We operate in a highly taxed industry and it may be subject to higher taxes in the future. If the jurisdictions in which we operate increase gaming taxes and fees, our operating results could be adversely affected;
|
•
|
We are exposed to a variety of natural disasters such as named windstorms, floods and earthquakes and this can make it challenging for us to obtain adequate levels of weather catastrophe occurrence insurance coverage for our facilities at reasonable rates, if at all;
|
•
|
We may incur property and other losses that are not adequately covered by insurance, which may harm our results of operations;
|
•
|
Work stoppages, organizing drives and other labor problems could negatively impact our future profits;
|
•
|
We face environmental and archaeological regulation of our real estate;
|
•
|
We are subject to litigation, which, if adversely determined, could cause us to incur substantial losses;
|
•
|
We are subject to certain federal, state and other regulations;
|
•
|
Climate change, climate change regulations and greenhouse effects may adversely impact our operations and markets;
|
•
|
We face business and regulatory risks associated with our investment in Asian Coast Development (Canada), Ltd.;
|
•
|
Our operations are largely dependent on the skill and experience of our management and key personnel. The loss of management and other key personnel could significantly harm our business, and we may not be able to effectively replace members of management who have left the company;
|
•
|
We are subject to extensive governmental regulations that impose restrictions on the ownership and transfer of our securities;
|
•
|
The timing to consummate the transaction for the Meadows and the possibility that the transaction does not close when expected or at all and the ability and timing to obtain approval of the Pennsylvania Gaming Control Board and Pennsylvania Harness Racing Commission; and
|
•
|
The market price for our common stock may be volatile, and you may not be able to sell our stock at a favorable price or at all.
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,000
|
|
|
$
|
17,000
|
|
|
$
|
16,828
|
|
Interest Rate
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
|
|||||||||
Term Loan A Facility
|
|
$
|
4,625
|
|
|
$
|
9,250
|
|
|
$
|
11,563
|
|
|
$
|
16,187
|
|
|
$
|
18,500
|
|
|
$
|
124,875
|
|
|
$
|
185,000
|
|
|
$
|
182,225
|
|
Interest Rate
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
2.45
|
%
|
|
|
|||||||||
Term Loan B Facility
|
|
$
|
1,500
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
$
|
248,500
|
|
|
$
|
262,000
|
|
|
$
|
261,345
|
|
Interest Rate
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
2.45
|
%
|
|
|
|||||||||
5.625% Notes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
373,125
|
|
Interest Rate
|
|
5.625
|
%
|
|
5.625
|
%
|
|
5.625
|
%
|
|
5.625
|
%
|
|
5.625
|
%
|
|
5.625
|
%
|
|
5.625
|
%
|
|
|
|||||||||
Other
|
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
10
|
|
|
$
|
41
|
|
|
$
|
80
|
|
|
$
|
80
|
|
Interest Rate
|
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
|
|
Period
|
|
Total Number of Shares (or Units) Purchased
|
|
Average Price Paid per Share (or Unit) (1)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that may be Purchased Under the Plans or Programs (2)
|
||||||
April 1 - April 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
May 1 - May 31, 2016
|
|
100,000
|
|
|
$
|
11.22
|
|
|
100,000
|
|
|
$
|
48,877,600
|
|
June 1 - June 30, 2016
|
|
2,117,028
|
|
|
$
|
11.15
|
|
|
2,117,028
|
|
|
$
|
26,398,479
|
|
Total
|
|
2,217,028
|
|
|
$
|
11.15
|
|
|
2,217,028
|
|
|
$
|
26,398,479
|
|
(1)
|
Average price paid per share for shares purchased as part of our share repurchase program (includes brokerage commissions).
|
(2)
|
As announced on May 27, 2016, the Company's Board of Directors approved a share repurchase program of up to $50 million. In July 2016, we completed the share repurchase program having repurchased
4.5 million
shares of common stock for $50 million.
|
Exhibit Number
|
|
Description of Exhibit
|
2.1†
|
|
Separation and Distribution Agreement, dated as of April 28, 2016, by and among PNK Entertainment, Inc. and Pinnacle Entertainment, Inc., and, solely with respect to Article VIII, Gaming and Leisure Properties, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
2.2†
|
|
Master Lease, dated as of April 28, 2016, by and between PNK Entertainment, Inc. and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
2.3
|
|
Employee Matters Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc. and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
2.4
|
|
Credit Agreement, dated as of April 28, 2016, among PNK Entertainment, Inc., the subsidiaries of PNK Entertainment, Inc., the lender parties thereto and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent is hereby incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 20, 2016. (SEC File No. 001-37666)
|
|
|
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
4.1
|
|
Indenture dated as of April 28, 2016, governing the 5.625% Senior Notes due 2024, by and between PNK Entertainment, Inc. and Deutsche Bank Trust Company Americas, as Trustee is hereby incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
4.2
|
|
Form of 5.625% Senior Note due 2024 is hereby incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
4.3
|
|
Registration Rights Agreement, dated as of April 28, 2016, among PNK Entertainment, Inc. and the representatives of the initial purchasers party thereto is hereby incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.1††
|
|
Pinnacle Entertainment, Inc. 2016 Equity and Performance Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.2††
|
|
Pinnacle Entertainment, Inc. Executive Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.3††
|
|
Pinnacle Entertainment, Inc. Directors Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.4††
|
|
Form of Restricted Stock Award Grant Notice and Agreement for the Pinnacle Entertainment, Inc. 2016 Equity and Performance Incentive Plan is hereby incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.5††
|
|
Separation Agreement and General Release, dated as of May 23, 2016, by and between Pinnacle Entertainment,
Inc. and John A. Godfrey is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 26, 2016. (SEC File No. 001-37666)
|
|
|
|
10.6*††
|
|
Employment Agreement, dated May 23, 2016, by and between Pinnacle Entertainment, Inc. and Donna S. Negrotto.
|
|
|
|
11*
|
|
Statement re: Computation of Per Share Earnings.
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
|
|
|
32**
|
|
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
|
|
|
|
101*
|
|
Financial statements from Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language):
(i)
unaudited Condensed Consolidated Statements of Operations,
(ii)
unaudited Condensed Consolidated Statements of Comprehensive Income (Loss),
(iii)
unaudited Condensed Consolidated Balance Sheets,
(iv)
unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit),
(v)
unaudited Condensed Consolidated Statements of Cash Flows; and
(vi)
Notes to unaudited Condensed Consolidated Financial Statements
.
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
†
|
|
Exhibits have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
|
††
|
|
Management contract or compensatory plan or arrangement.
|
|
|
|
PINNACLE ENTERTAINMENT, INC.
(Registrant)
|
Date:
|
August 11, 2016
|
By:
|
/s/ Carlos A. Ruisanchez
|
|
|
|
Carlos A. Ruisanchez
|
|
|
|
President and Chief Financial Officer
(Authorized Officer, Principal Financial Officer and Principal Accounting Officer)
|
Exhibit Number
|
|
Description of Exhibit
|
2.1†
|
|
Separation and Distribution Agreement, dated as of April 28, 2016, by and among PNK Entertainment, Inc. and Pinnacle Entertainment, Inc., and, solely with respect to Article VIII, Gaming and Leisure Properties, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
2.2†
|
|
Master Lease, dated as of April 28, 2016, by and between PNK Entertainment, Inc. and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
2.3
|
|
Employee Matters Agreement, dated April 28, 2016, by and between PNK Entertainment, Inc. and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
2.4
|
|
Credit Agreement, dated as of April 28, 2016, among PNK Entertainment, Inc., the subsidiaries of PNK Entertainment, Inc., the lender parties thereto and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent is hereby incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 20, 2016. (SEC File No. 001-37666)
|
|
|
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
4.1
|
|
Indenture dated as of April 28, 2016, governing the 5.625% Senior Notes due 2024, by and between PNK Entertainment, Inc. and Deutsche Bank Trust Company Americas, as Trustee is hereby incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
4.2
|
|
Form of 5.625% Senior Note due 2024 is hereby incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
4.3
|
|
Registration Rights Agreement, dated as of April 28, 2016, among PNK Entertainment, Inc. and the representatives of the initial purchasers party thereto is hereby incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.1††
|
|
Pinnacle Entertainment, Inc. 2016 Equity and Performance Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.2††
|
|
Pinnacle Entertainment, Inc. Executive Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.3††
|
|
Pinnacle Entertainment, Inc. Directors Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.4††
|
|
Form of Restricted Stock Award Grant Notice and Agreement for the Pinnacle Entertainment, Inc. 2016 Equity and Performance Incentive Plan is hereby incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 28, 2016. (SEC File No. 001-37666)
|
|
|
|
10.5††
|
|
Separation Agreement and General Release, dated as of May 23, 2016, by and between Pinnacle Entertainment,
Inc. and John A. Godfrey is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 26, 2016. (SEC File No. 001-37666)
|
|
|
|
10.6*††
|
|
Employment Agreement, dated May 23, 2016, by and between Pinnacle Entertainment, Inc. and Donna S. Negrotto.
|
|
|
|
11*
|
|
Statement re: Computation of Per Share Earnings.
|
|
|
|
Exhibit Number
|
|
Description of Exhibit
|
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
|
|
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
|
|
|
32**
|
|
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
|
|
|
|
101*
|
|
Financial statements from Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language):
(i)
unaudited Condensed Consolidated Statements of Operations,
(ii)
unaudited Condensed Consolidated Statements of Comprehensive Income (Loss),
(iii)
unaudited Condensed Consolidated Balance Sheets,
(iv)
unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit),
(v)
unaudited Condensed Consolidated Statements of Cash Flows; and
(vi)
Notes to unaudited Condensed Consolidated Financial Statements
.
|
*
|
|
Filed herewith.
|
**
|
|
Furnished herewith.
|
†
|
|
Exhibits have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
|
††
|
|
Management contract or compensatory plan or arrangement.
|
(a)
|
Executive shall be entitled to receive an amount equal to one hundred fifty percent (150%) times (i) Executive’s annual base salary (such multiple of such annual base salary, the "
Base Severance Benefit
") in effect on the date of termination; plus (ii) the total dollar value of the average annual bonus (whether paid in cash, in the form of equity or a combination thereof) paid to Executive in the three years prior to termination (such multiple of such average annual bonus, the “
Bonus Amount
”). The Base Severance Benefit shall be paid to Executive in equal monthly installments over eighteen (18) months immediately following the date of termination in accordance with the Company's regular salary payment schedule from time to time. The Bonus Amount shall be paid in cash in two equal annual installments on the first and second anniversaries of the termination of employment. In addition, Executive shall be entitled to receive any amounts payable under Section 6.5.1 above. The payments contemplated herein shall not be subject to any duty of mitigation by Executive nor to offset for any income earned by Executive following termination. Notwithstanding the foregoing, continuing payments of the Base Severance Benefit and the Bonus Amount shall immediately cease and any such payments of the Base Severance Benefit and the Bonus Amount that have not yet been paid shall be forfeited in the event Executive materially breaches any of the covenants and agreements contained in Article 7.
|
(b)
|
Executive shall also be entitled to receive health benefits coverage for Executive and her dependents, and disability insurance coverage for Executive, under the same plan(s) or arrangement(s) under which Executive and her dependents were covered immediately before her termination of employment or plan(s) established or arrangement(s) provided by the Company or any of its Subsidiaries thereafter for the benefit of senior executives (the "
Health and Disability Coverage Continuation
") until the earliest of (i) twenty-four (24) months; and (ii) the date Executive (and in the case of her dependents, the dependents) becomes covered or eligible for coverage under any other group health plan or group disability plan (as the case may be) not maintained by the Company or any of its Subsidiaries; provided, however, that if such other group health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under this Section 6.5.2 shall continue (but not beyond the period described in clause (i) of this sentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses or expires. The Company shall pay any applicable premiums on such insurance coverage; provided,
|
(c)
|
Notwithstanding anything to the contrary in the Company’s equity plans or any applicable award agreements thereunder: (i) with respect to outstanding Equity Awards that do not contain performance-based vesting conditions, the portion of such Equity Award(s) that would have become vested and/or exercisable pursuant to any time-based vesting conditions during the eighteen (18) month period following the date of the termination of employment shall continue to vest on the schedule set forth in the applicable award agreement as if Executive’s employment had not terminated; provided, however, that such continued vesting shall immediately cease and any Equity Award that has not been exercised and/or paid shall be forfeited in the event Executive
|
(a)
|
Executive shall be entitled to receive any amounts payable under Section 6.5.1 above.
|
(b)
|
Executive shall also be entitled to Health and Disability Coverage Continuation for Executive and her dependents until the earliest of (i) twenty-four (24) months; and (ii) the date Executive (and in the case of her dependents, the dependents) becomes covered or eligible for coverage under any other group health plan or group disability plan (as the case may be) not maintained by the Company or any of its Subsidiaries; provided, however, that if such other group health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under this Section 6.5.3 shall continue (but not beyond the period described in clause (i) of this sentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses or expires. The Company shall pay any applicable premiums on such insurance coverage; provided, however, that if at any time the Company determines that its payment of such premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal
|
(c)
|
Notwithstanding anything to the contrary in the Company’s equity plans or any applicable award agreements thereunder: (i) with respect to outstanding Equity Awards that do not contain performance-based vesting conditions, such Equity Award(s) that would have become vested and/or exercisable pursuant to any time-based vesting conditions shall immediately become fully vested and exercisable and may be exercised in accordance with their terms and Section 6.6 hereof; provided, however, that any Equity Award that has not been exercised and/or paid shall be forfeited in the event Executive materially breaches any of the covenants and agreements contained in Article 7 (such “
material
” qualifier to apply to all Equity Awards where such breach provision exists); and (ii) with respect to any outstanding Equity Awards with performance-based vesting conditions, all such performance-based awards shall continue to vest and/or be paid on
|
(a)
|
Executive shall be entitled to receive any amounts payable under Section 6.5.1 above.
|
(b)
|
The Company shall pay to Executive in lieu of the Base Severance Benefit and the Bonus Amount, in a lump sum as soon as practicable, but in no event later than thirty (30) days after the termination of Executive’s employment, an amount equal to two hundred percent (200%) of the sum of Executive’s annual base salary in effect on the date of termination and the Target Bonus for the year of termination.
|
(c)
|
In addition, Executive shall also be entitled to receive continuation of health and disability insurance coverage as specified in Section 6.5.2(b) and all unvested Equity Awards, including any unvested replacement Equity Awards that may have been granted to Executive to replace unvested Equity Awards that expired by their terms in connection with a Change of Control, shall immediately become fully vested and may be exercised in accordance with their terms and Section 6.6 hereof and with respect to performance-based Equity Awards, all such awards shall be considered to be earned at target levels and payable as of the termination of Executive’s employment. To the extent that any unvested Equity Awards terminate by their terms at the time of or in connection with a Change of Control and replacement Equity Awards of at least equivalent value are not granted to Executive, the Executive shall receive as additional cash severance at the time of termination the consideration paid by the acquiring person for the securities underlying the unvested expired Equity Awards at the time of the Change of Control less, to the extent applicable, (a) the exercise price or other consideration payable by Executive for the Equity
|
(d)
|
For purposes of this Agreement, a “
Change of Control
” shall mean the occurrence of any of the following:
|
(i)
|
The direct or indirect acquisition by an unrelated "Person" or "Group" or "Beneficial Ownership" (as such terms are defined below) of more than 50% of the voting power of the Company's issued and outstanding voting securities in a single transaction or a series of related transactions;
|
(ii)
|
The direct or indirect sale or transfer by the Company of substantially all of its assets to one or more unrelated Persons or Groups in a single transaction or a series of related transactions;
|
(iii)
|
The merger, consolidation or reorganization of the Company with or into another corporation or other entity in which the Beneficial Owners of more than 50% of the voting power of the Company's issued and outstanding voting securities immediately before such merger or consolidation do not own more than 50% of the voting power of the issued and outstanding voting securities of the surviving corporation or other entity immediately after such merger, consolidation or reorganization; or
|
(iv)
|
During any consecutive 12-month period, individuals who at the beginning of such period constituted the Board of the Company (together with any new Directors whose election to such Board or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the Directors of the Company then still in office who were either Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of the Company then in office.
|
(a)
|
The Company must deliver the release to Executive for execution no later than fourteen (14) days after Executive's termination of employment. If the Company fails to deliver the release to Executive within such fourteen (14) day period, Executive will be deemed to have satisfied the release requirement and will receive payments conditioned on execution of the release as though Executive had executed the release and all revocation rights had lapsed at the end of such fourteen (14) day period.
|
(b)
|
Executive must execute the release within forty-five (45) days from its delivery to her.
|
(c)
|
If Executive has revocation rights, Executive shall exercise such rights, if at all, not later than seven (7) days after executing the release.
|
(d)
|
In any case in which the release (and the expiration of any revocation rights) could only become effective in a particular tax year of Executive, payments that are subject to Code Section 409A and are conditioned on execution of the release shall begin within twenty (20) days after the release becomes effective and revocation rights have lapsed.
|
(e)
|
In any case in which the release (and the expiration of any revocation rights) could become effective in one of two taxable years of Executive depending on when Executive executes the release, payments that are subject to Code Section 409A and are
|
THE COMPANY
|
PINNACLE ENTERTAINMENT, INC.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Anthony M. Sanfilippo
|
|
|
Anthony M. Sanfilippo
|
|
|
Chief Executive Officer
|
|
|
|
EXECUTIVE
|
DONNA S. NEGROTTO
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Donna S. Negrotto
|
1.
|
The amount of the excess bonus shall be equal to the difference between the bonus paid to the participant and the payment or grant that would have been made based on the restated financial results.
|
2.
|
The requirement to repay all or a portion of the excess bonus as determined by the Compensation Committee shall only exist if the Audit Committee has taken steps to consider restating the financials prior to the end of the third year following the year in question.
|
3.
|
The Compensation Committee may take such action in its discretion that it determines appropriate to recover all or a portion of the excess bonus if it deems such action appropriate under the facts and circumstances. Such actions may include recovery of all or a portion of such amount from the participant from any of the following sources: prior incentive compensation payments, future payments of incentive compensation, cancellation of outstanding Equity Awards, future Equity Awards, gains realized on the exercise of stock options, and direct repayment by the participant. Participant's receipt of the bonus constitutes her agreement that, if requested by the Compensation Committee, she shall repay to the Company the excess bonus (or that portion thereof specified by the Committee) within 90 days of the time that Executive is notified by the Committee of the overpayment. Application of this policy does not preclude the Company from taking any other action to enforce a participant's obligations to the Company, including termination of employment or institution of civil or criminal proceedings.
|
|
For the three months ended June 30,
|
||||||||||||||
|
Basic
|
|
Diluted (a)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Weighted average number of common shares outstanding
|
60,791
|
|
|
60,976
|
|
|
60,791
|
|
|
60,976
|
|
||||
Potential dilution from share-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
2,379
|
|
||||
Total shares
|
60,791
|
|
|
60,976
|
|
|
60,791
|
|
|
63,355
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(489,202
|
)
|
|
$
|
15,793
|
|
|
$
|
(489,202
|
)
|
|
$
|
15,793
|
|
Income from discontinued operations, net of income taxes
|
271
|
|
|
4,699
|
|
|
271
|
|
|
4,699
|
|
||||
Net income (loss)
|
(488,931
|
)
|
|
20,492
|
|
|
(488,931
|
)
|
|
20,492
|
|
||||
Net loss attributable to non-controlling interest
|
(7
|
)
|
|
(1,252
|
)
|
|
(7
|
)
|
|
(1,252
|
)
|
||||
Net income (loss) attributable to Pinnacle Entertainment, Inc.
|
$
|
(488,924
|
)
|
|
$
|
21,744
|
|
|
$
|
(488,924
|
)
|
|
$
|
21,744
|
|
|
|
|
|
|
|
|
|
||||||||
Per share data:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(8.04
|
)
|
|
$
|
0.28
|
|
|
$
|
(8.04
|
)
|
|
$
|
0.27
|
|
Income from discontinued operations, net of income taxes
|
0.00
|
|
|
0.08
|
|
|
0.00
|
|
|
0.07
|
|
||||
Net income (loss) per common share
|
$
|
(8.04
|
)
|
|
$
|
0.36
|
|
|
$
|
(8.04
|
)
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
|
For the six months ended June 30,
|
||||||||||||||
|
Basic
|
|
Diluted (a)
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Average number of common shares outstanding
|
61,077
|
|
|
60,808
|
|
|
61,077
|
|
|
60,808
|
|
||||
Average common shares due to assumed conversion of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
2,165
|
|
||||
Total shares
|
61,077
|
|
|
60,808
|
|
|
61,077
|
|
|
62,973
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(448,309
|
)
|
|
$
|
42,872
|
|
|
$
|
(448,309
|
)
|
|
$
|
42,872
|
|
Income from discontinued operations, net of income taxes
|
396
|
|
|
4,916
|
|
|
396
|
|
|
4,916
|
|
||||
Net income (loss)
|
(447,913
|
)
|
|
47,788
|
|
|
(447,913
|
)
|
|
47,788
|
|
||||
Net loss attributable to non-controlling interest
|
(15
|
)
|
|
(1,262
|
)
|
|
(15
|
)
|
|
(1,262
|
)
|
||||
Net income (loss) attributable to Pinnacle Entertainment, Inc.
|
$
|
(447,898
|
)
|
|
$
|
49,050
|
|
|
$
|
(447,898
|
)
|
|
$
|
49,050
|
|
|
|
|
|
|
|
|
|
||||||||
Per share data:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(7.34
|
)
|
|
$
|
0.73
|
|
|
$
|
(7.34
|
)
|
|
$
|
0.70
|
|
Income from discontinued operations, net of income taxes
|
0.01
|
|
|
0.08
|
|
|
0.01
|
|
|
0.08
|
|
||||
Net income (loss) per common share
|
$
|
(7.33
|
)
|
|
$
|
0.81
|
|
|
$
|
(7.33
|
)
|
|
$
|
0.78
|
|
(a)
|
When the impact of share-based awards is anti-dilutive, the weighted average number of common shares outstanding is used in the determination of basic and diluted earnings per share.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pinnacle Entertainment, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
/s/ Anthony M. Sanfilippo
|
Anthony M. Sanfilippo
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pinnacle Entertainment, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
/s/ Carlos A. Ruisanchez
|
Carlos A. Ruisanchez
President and Chief Financial Officer
|
1.
|
The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Anthony M. Sanfilippo
|
Name:
|
Anthony M. Sanfilippo
|
Title:
|
Chief Executive Officer
|
|
|
|
/s/ Carlos A. Ruisanchez
|
Name:
|
Carlos A. Ruisanchez
|
Title:
|
President and Chief Financial
Officer
|