XML 36 R24.htm IDEA: XBRL DOCUMENT v3.22.0.1
Investments in and Advances to Unconsolidated Affiliates
12 Months Ended
Dec. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]  
Investments in and Advances to Unconsolidated Affiliates INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES
Investments in and advances to unconsolidated affiliates as of December 31, 2021 and 2020 primarily consisted of a 61.3% interest in Rivers Des Plaines (as described further below), a 50% interest in Miami Valley Gaming ("MVG"), and other immaterial joint ventures.
Rivers Des Plaines
On March 5, 2019, the Company completed the acquisition of certain ownership interests of Midwest Gaming, the parent company of Rivers Casino Des Plaines ("Rivers Des Plaines") to acquire approximately 42% of Midwest Gaming from affiliates and co-investors of Clairvest Group Inc. ("Clairvest") and members of High Plaines Gaming, LLC ("High Plaines"), an affiliate of Rush Street Gaming, LLC and Casino Investors, LLC ("Casino Investors") for cash consideration of approximately $406.6 million and $3.5 million of certain transaction costs and working capital adjustments (the "Sale Transaction"). Following the closing of the Sale Transaction, the parties completed a recapitalization transaction on March 6, 2019 (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 36.0% of Midwest Gaming and Casino Investors retained ownership of 2.7% of Midwest Gaming.
We also recognized a $103.2 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 limited liability company agreement was entered into by the members of Midwest Gaming as a result of the change in ownership structure. Under the new limited liability company 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 the Company's 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 $835.0 million higher than the Company’s underlying equity in the net assets of Midwest Gaming. This equity method basis difference was comprised of $853.7 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 December 31, 2021, the net aggregate basis difference between the Company’s investment in Midwest Gaming and the amounts of the underlying equity in net assets was $832.3 million.
Our investment in Rivers Des Plaines was $554.8 million as of December 31, 2021 and $519.0 million as of December 31, 2020. The Company received distributions from Rivers Des Plaines of $67.2 million in 2021, $10.7 million in 2020 and $14.2 million in 2019.
Miami Valley Gaming
Delaware North Companies Gaming & Entertainment Inc. ("DNC") owns the remaining 50% interest in MVG. Since both we and DNC have participating rights over MVG, and both must consent to MVG's operating, investing and financing decisions, we account for MVG using the equity method.
Our investment in MVG was $108.7 million as of December 31, 2021 and $110.7 million as of December 31, 2020. The Company received distributions from MVG of $42.0 million in 2021, $20.0 million in 2020 and $23.8 million in 2019.
Summarized Financial Results for our Unconsolidated Affiliates
The financial results for our unconsolidated affiliates are summarized below. The summarized income statement information for 2021 and 2020 and summarized balance sheet information as of December 31, 2021 and 2020 includes the following equity investments: MVG, Rivers Des Plaines, and other immaterial joint ventures. The summarized income statement information for 2019 includes the following equity investments: MVG, Rivers Des Plaines from the transaction date of March 5, 2019, and other immaterial joint ventures.
December 31,
(in millions)20212020
Assets
Current assets$96.0 $132.8 
Property and equipment, net312.3 267.5 
Other assets, net264.1 244.9 
Total assets$672.4 $645.2 
Liabilities and Members' Deficit
Current liabilities$95.3 $133.5 
Long-term debt786.9 753.5 
Other liabilities20.6 42.3 
Members' deficit(230.4)(284.1)
Total liabilities and members' deficit$672.4 $645.2 
Years Ended December 31,
(in millions)202120202019
Net revenue$740.0 $386.3 $585.5 
Operating and SG&A expense434.2 252.1 411.4 
Depreciation and amortization17.6 17.0 13.0 
Operating income288.2 117.2 161.1 
Interest and other expense, net(38.6)(63.1)(67.0)
Net income$249.6 $54.1 $94.1