XML 86 R18.htm IDEA: XBRL DOCUMENT v3.19.3
Investment in and Advances to Unconsolidated Affiliates
 9 Months Ended
Sep. 30, 2019
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]  
Investments in and Advances to Unconsolidated Affiliates INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES
Midwest Gaming
On March 5, 2019, the Company completed the Sale Transaction to acquire approximately 42% of Midwest Gaming for cash consideration of approximately $406.6 million and $3.5 million of certain transaction costs and working capital adjustments. Following the closing of the Sale Transaction, the parties completed the Recapitalization pursuant to which Midwest Gaming used approximately $300.0 million in proceeds from amended and extended credit facilities to redeem, on a pro rata basis, additional Midwest Gaming units held by High Plaines and Casino Investors. As a result of the Recapitalization, the Company's ownership of Midwest Gaming increased to 61.3%. High Plaines retained ownership of 36% of Midwest Gaming and Casino Investors retained ownership of 2.7% of Midwest Gaming.
We also recognized a $109.6 million deferred tax liability and a corresponding increase in our investment in unconsolidated affiliates related to an entity we acquired in conjunction with our acquisition of the Clairvest ownership stake in Midwest Gaming.
A new LLC agreement was entered into by all members as a result of the change in ownership structure. Under the new LLC agreement, both the Company and High Plaines have participating rights over Midwest Gaming, and both must consent to Midwest Gaming's operating, investing and financing decisions. As a result, we account for Midwest Gaming using the equity method.
The Company’s investment in Midwest Gaming is presented at our initial cost of investment plus its accumulated proportional share of income or loss, including depreciation/accretion of the difference in the historical basis of the Company’s contribution, less any distributions it has received. Following the Sale Transaction and Recapitalization, the carrying value of the Company’s investment in Midwest Gaming was $841.4 million higher than the Company’s underlying equity in the net assets of Midwest Gaming. This equity method basis difference was comprised of $860.1 million related to goodwill and indefinite-lived intangible assets, $(13.7) million related to non-depreciable land, $(9.5) million related to buildings that will be accreted into income over a weighted average useful life of 35.3 years, and $4.5 million related to personal property that will be depreciated over a weighted average useful life of 3.7 years. As of September 30, 2019, the net aggregate basis difference between the Company’s investment in Midwest Gaming and the amounts of the underlying equity in net assets was $840.9 million.
Summarized Financial Results for our Unconsolidated Affiliates
Summarized below are the financial results for our unconsolidated affiliates. The summarized income statement information for the three and nine months ended September 30, 2019 and summarized balance sheet information as of September 30, 2019 includes the following equity investments: MVG, Midwest Gaming from the transaction date of March 5, 2019, and two other immaterial joint ventures. The summarized income statement information for the three and nine months ended September 30, 2018 includes the following equity investments: MVG, Saratoga New York, Saratoga Colorado, Ocean Downs, and two other immaterial joint ventures. As discussed in Note 4, Acquisitions, on August 31, 2018, the Company completed the Ocean Downs/Saratoga Transaction. As such, the 2018 summarized income statement information includes the results of Ocean Downs, Saratoga New York, and Saratoga Colorado through August 31, 2018. Summarized balance sheet information as of December 31, 2018 included MVG and two other immaterial joint ventures.
Three Months Ended September 30,Nine Months Ended September 30,
(in millions)2019201820192018
Net revenue$160.8  $105.2  $416.6  $322.1  
Operating and SG&A expense113.7  76.4  293.8  240.5  
Depreciation and amortization3.6  5.9  9.1  19.0  
Total operating expense117.3  82.3  302.9  259.5  
Operating income43.5  22.9  113.7  62.6  
Interest and other, net(17.6) (1.0) (59.9) (5.6) 
Net income$25.9  $21.9  $53.8  $57.0  

(in millions)September 30, 2019December 31, 2018
Assets
Current assets$59.2  $24.0  
Property and equipment, net244.0  95.7  
Other assets, net236.2  106.7  
Total assets$539.4  $226.4  
Liabilities and Members' Equity
Current liabilities$75.1  $21.2  
Long-term debt740.5  —  
Other liabilities25.5  —  
Members' (deficit) equity(301.7) 205.2  
Total liabilities and members' (deficit) equity$539.4  $226.4