Note 16 - Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Condensed Financial Statements [Text Block]

NOTE 16.    CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Separate condensed consolidating financial information for our subsidiary guarantors and non-guarantors of our 6.375% Notes, our 6.000% Notes and our 4.750% Notes is presented below. The 6.375% Notes are fully and unconditionally guaranteed, on a joint and several basis, by certain of our current and future domestic restricted subsidiaries, all of which are 100% owned by us. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries and our less than wholly owned subsidiaries.

The 6.000% Notes and 4.750% Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our current and future domestic restricted subsidiaries. With the exception of one subsidiary, the guarantors of the 6.000% Notes and 4.750% Notes are the same as for our 6.375% Notes. The non-guarantors primarily represent our special purpose entities, tax holding companies, our less significant operating subsidiaries, our less than wholly owned subsidiaries and those properties acquired in 2018.

The tables below present the condensed consolidating balance sheets as of December 31, 2019 and 2018, the condensed consolidating statements of operations for the years ended December 31, 2019, 2018 and 2017 and the condensed consolidating statements of cash flows for the years ended December 31, 2019, 2018 and 2017. On January 10, 2019, Ameristar Kansas City, Ameristar St. Charles, Belterra Resort, Belterra Park and Valley Forge became guarantors of the 6.375% Notes, the 6.000% Notes and the Credit Facility. We have reclassified certain prior year amounts in the current year presentation to reflect the designation of the additional restricted subsidiaries listed above as subsidiary guarantors.

Condensed Consolidating Balance Sheets

	December 31, 2019
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
				Guarantor		(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)*		Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	3,007		$	231,866	$	—	$	15,104		$	—	$	—		$	249,977
Restricted cash		—			12,668		—		7,803			—		—			20,471
Other current assets		24,164			100,219		55		4,608			—		—			129,046
Property and equipment, net		159,139			2,411,456		—		101,958			—		—			2,672,553
Investments in subsidiaries		3,718,900			47,759		—		—			—		(3,766,659	)		—
Intercompany receivable		1,031,342			—		59,116		—			—		(1,090,458	)		—
Operating leases right-of-use assets		23,229			886,463		—		26,478			—		—			936,170
Other long-term assets		20,662			22,636		—		48,452			—		—			91,750
Intangible assets, net		—			1,390,954		—		75,937			—		—			1,466,891
Goodwill, net		—			1,051,968		—		31,319			—		—			1,083,287
Total assets	$	4,980,443		$	6,155,989	$	59,171	$	311,659		$	—	$	(4,857,117	)	$	6,650,145
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	26,695		$	299	$	—	$	—		$	—	$	—		$	26,994
Other current liabilities		159,138			332,393		—		39,858			—		(1,490	)		529,899
Accumulated losses of subsidiaries in excess of investment		—			—		—		9,946			—		(9,946	)		—
Intercompany payable		—			104,697		—		984,298			—		(1,088,995	)		—
Long-term debt, net of current maturities and debt issuance costs		3,680,912			341		—		57,684			—		—			3,738,937
Operating lease liabilities, net of current portion		19,189			814,779		—		6,317			—		—			840,285
Other long-term liabilities		(170,733	)		420,775		900		(2,154	)		—		—			248,788
Total stockholders' equity (deficit)		1,265,242			4,482,705		58,271		(784,290	)		—		(3,756,686	)		1,265,242
Total liabilities and stockholders' equity	$	4,980,443		$	6,155,989	$	59,171	$	311,659		$	—	$	(4,857,117	)	$	6,650,145

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Condensed Consolidating Balance Sheets - continued

	December 31, 2018
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
				Guarantor		(100%		(100%			(Not 100%
(In thousands)	Parent			Subsidiaries		Owned)*		Owned)			Owned)		Eliminations			Consolidated
Assets
Cash and cash equivalents	$	8,697		$	226,200	$	—	$	14,520		$	—	$	—		$	249,417
Restricted cash		—			13,703		—		10,082			—		—			23,785
Other current assets		15,636			108,069		191		2,844			—		(191	)		126,549
Property and equipment, net		117,642			2,505,987		—		92,435			—		—			2,716,064
Investments in subsidiaries		6,381,321			—		—		3,861			—		(6,385,182	)		—
Intercompany receivable		—			2,106,566		374,108		—			—		(2,480,674	)		—
Other long-term assets		33,513			30,002		—		48,237			—		—			111,752
Intangible assets, net		—			1,386,868		—		79,802			—		—			1,466,670
Goodwill, net		—			1,029,628		—		32,474			—		—			1,062,102
Total assets	$	6,556,809		$	7,407,023	$	374,299	$	284,255		$	—	$	(8,866,047	)	$	5,756,339
Liabilities and Stockholders' Equity
Current maturities of long-term debt	$	23,895		$	286	$	—	$	—		$	—	$	—		$	24,181
Other current liabilities		160,262			267,250		—		17,679			—		329			445,520
Accumulated losses of subsidiaries in excess of investment		—			9,459		—		—			—		(9,459	)		—
Intercompany payable		1,509,857			—		—		971,060			—		(2,480,917	)		—
Long-term debt, net of current maturities and debt issuance costs		3,896,699			736		—		57,684			—		—			3,955,119
Other long-term liabilities		(179,645	)		382,148		900		(17,625	)		—		—			185,778
Total stockholders' equity (deficit)		1,145,741			6,747,144		373,399		(744,543	)		—		(6,376,000	)		1,145,741
Total liabilities and stockholders' equity	$	6,556,809		$	7,407,023	$	374,299	$	284,255		$	—	$	(8,866,047	)	$	5,756,339

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Condensed Consolidating Statements of Operations

	Year Ended December 31, 2019
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
			Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	84,144	$	3,258,013		$	—	$	86,053		$	—	$	(102,091	)	$	3,326,119
Operating costs and expenses
Operating		—		1,664,496			—		71,721			—		—			1,736,217
Selling, general and administrative		—		449,422			—		10,161			—		—			459,583
Master lease rent expense		—		97,723			—		—			—		—			97,723
Maintenance and utilities		—		153,324			—		1,349			—		—			154,673
Depreciation and amortization		39,490		224,612			—		12,467			—		—			276,569
Corporate expense		100,919		673			—		3,547			—		—			105,139
Project development, preopening and writedowns		6,557		6,128			—		9,043			—		—			21,728
Other operating items, net		1,895		24			—		—			—		—			1,919
Intercompany expenses		203		101,888			—		—			—		(102,091	)		—
Total operating costs and expenses		149,064		2,698,290			—		108,288			—		(102,091	)		2,853,551
Equity in earnings (losses) of subsidiaries		438,736		(757	)		—		—			—		(437,979	)		—
Operating income (loss)		373,816		558,966			—		(22,235	)		—		(437,979	)		472,568
Other expense (income)
Interest expense, net		227,757		1,381			—		6,469			—		—			235,607
Loss on early extinguishments and modifications of debt		34,949		—			—		—			—		—			34,949
Other, net		513		(564	)		—		(63	)		—		—			(114	)
Total other expense (income), net		263,219		817			—		6,406			—		—			270,442
Income (loss) from continuing operations before income taxes		110,597		558,149			—		(28,641	)		—		(437,979	)		202,126
Income tax benefit (provision)		47,039		(95,948	)		—		4,419			—		—			(44,490	)
Net income (loss)	$	157,636	$	462,201		$	—	$	(24,222	)	$	—	$	(437,979	)	$	157,636
Comprehensive income (loss)	$	158,171	$	462,736		$	—	$	(24,222	)	$	—	$	(438,514	)	$	158,171

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Condensed Consolidating Statements of Operations - continued

	Year Ended December 31, 2018
								Non-			Non-
								Guarantor			Guarantor
						Subsidiary		Subsidiaries			Subsidiaries
			Guarantor			(100%		(100%			(Not 100%
(In thousands)	Parent		Subsidiaries			Owned)*		Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	83,508	$	2,579,317		$	—	$	66,084		$	—	$	(102,179	)	$	2,626,730
Operating costs and expenses
Operating		—		1,313,823			—		57,556			—		—			1,371,379
Selling, general and administrative		13		360,089			—		9,222			—		(11	)		369,313
Master lease rent expense		—		20,682			—		—			—		—			20,682
Maintenance and utilities		—		125,667			—		1,360			—		—			127,027
Depreciation and amortization		19,052		203,570			—		7,357			—		—			229,979
Corporate expense		100,844		403			—		2,954			—		—			104,201
Project development, preopening and writedowns		31,514		4,043			—		10,141			—		—			45,698
Impairment of assets		993		—			—		—			—		—			993
Other operating items, net		58		2,116			—		—			—		—			2,174
Intercompany expenses		203		101,965			—		—			—		(102,168	)		—
Total operating costs and expenses		152,677		2,132,358			—		88,590			—		(102,179	)		2,271,446
Equity in earnings (losses) of subsidiaries		311,701		(1,352	)		—		—			—		(310,349	)		—
Operating income (loss)		242,532		445,607			—		(22,506	)		—		(310,349	)		355,284
Other expense (income)
Interest expense, net		174,299		1,192			—		24,976			—		—			200,467
Loss on early extinguishments and modifications of debt		61		—			—		—			—		—			61
Other, net		161		(371	)		—		(66	)		—		—			(276	)
Total other expense (income), net		174,521		821			—		24,910			—		—			200,252
Income (loss) from continuing operations before income taxes		68,011		444,786			—		(47,416	)		—		(310,349	)		155,032
Income tax benefit (provision)		47,037		(97,358	)		—		9,990			—		—			(40,331	)
Income (loss) from continuing operations, net of tax		115,048		347,428			—		(37,426	)		—		(310,349	)		114,701
Income (loss) from discontinued operations, net of tax		—		—			347		—			—		—			347
Net income (loss)	$	115,048	$	347,428		$	347	$	(37,426	)	$	—	$	(310,349	)	$	115,048
Comprehensive income (loss)	$	113,853	$	346,233		$	347	$	(37,426	)	$	—	$	(309,154	)	$	113,853

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Consolidating Statements of Operations - continued

	Year Ended December 31, 2017
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)		Eliminations			Consolidated
Total revenues	$	73,292		$	2,377,514		$	—		$	42,670		$	—	$	(92,657	)	$	2,400,819
Operating costs and expenses
Operating		—			1,225,765			—			38,156			—		—			1,263,921
Selling, general and administrative		44			354,423			—			7,612			—		(42	)		362,037
Maintenance and utilities		—			108,092			—			1,370			—		—			109,462
Depreciation and amortization		12,041			201,401			—			4,080			—		—			217,522
Corporate expense		85,362			1,140			—			1,646			—		—			88,148
Project development, preopening and writedowns		7,806			2,758			154			3,736			—		—			14,454
Impairment of assets		600			1			—			(1,027	)		—		—			(426	)
Other operating items, net		725			1,175			—			—			—		—			1,900
Intercompany expenses		1,204			91,411			—			—			—		(92,615	)		—
Total operating costs and expenses		107,782			1,986,166			154			55,573			—		(92,657	)		2,057,018
Equity in earnings (losses) of subsidiaries		330,711			(1,374	)		—			—			—		(329,337	)		—
Operating income (loss)		296,221			389,974			(154	)		(12,903	)		—		(329,337	)		343,801
Other expense (income)
Interest expense, net		169,990			1,275			—			25			—		—			171,290
Loss on early extinguishments and modifications of debt		1,582			—			—			—			—		—			1,582
Other, net		(16	)		(98	)		—			(70	)		—		—			(184	)
Total other expense (income), net		171,556			1,177			—			(45	)		—		—			172,688
Income (loss) from continuing operations before income taxes		124,665			388,797			(154	)		(12,858	)		—		(329,337	)		171,113
Income tax benefit (provision)		64,725			(73,426	)		—			5,586			—		—			(3,115	)
Income (loss) from continuing operations, net of tax		189,390			315,371			(154	)		(7,272	)		—		(329,337	)		167,998
Income (loss) from discontinued operations, net of tax		—			—			21,392			—			—		—			21,392
Net income (loss)	$	189,390		$	315,371		$	21,238		$	(7,272	)	$	—	$	(329,337	)	$	189,390
Comprehensive income (loss)	$	189,823		$	315,804		$	21,238		$	(7,272	)	$	—	$	(329,770	)	$	189,823

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Condensed Consolidating Statements of Cash Flows

	Year Ended December 31, 2019
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)		Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	2,992,943		$	(2,114,670	)	$	(314,992	)	$	(12,583	)	$	—	$	(1,706	)	$	548,992
Cash flows from investing activities
Capital expenditures		(129,678	)		(76,274	)		—			(1,685	)		—		—			(207,637	)
Cash paid for acquisition, net of cash received		(5,535	)		—			—			—			—		—			(5,535	)
Net activity with affiliates		—			2,211,263			314,992			—			—		(2,526,255	)		—
Distributions from subsidiary		9,000			—			—			—			—		(9,000	)		—
Other investing activities		(11,471	)		(6,788	)		—			—			—		—			(18,259	)
Net cash from investing activities		(137,684	)		2,128,201			314,992			(1,685	)		—		(2,535,255	)		(231,431	)
Cash flows from financing activities
Borrowings under bank credit facility		1,666,329			—			—			—			—		—			1,666,329
Payments under bank credit facility		(2,132,024	)		—			—			—			—		—			(2,132,024	)
Proceeds from issuance of senior notes		1,000,000			—			—			—			—		—			1,000,000
Retirements of senior notes		(750,000	)		—			—			—			—		—			(750,000	)
Premium and consent fees		(25,785	)		—			—			—			—		—			(25,785	)
Debt financing costs, net		(15,500	)		—			—			—			—		—			(15,500	)
Net activity with affiliates		(2,541,199	)		—			—			13,238			—		2,527,961			—
Distributions to parent		—			(8,335	)		—			(665	)		—		9,000			—
Share-based compensation activities, net		(5,776	)		—			—			—			—		—			(5,776	)
Shares repurchased and retired		(28,045	)		—			—			—			—		—			(28,045	)
Dividends paid		(28,949	)		—			—			—			—		—			(28,949	)
Other financing activities		—			(565	)		—			—			—		—			(565	)
Net cash from financing activities		(2,860,949	)		(8,900	)		—			12,573			—		2,536,961			(320,315	)
Change in cash, cash equivalents and restricted cash		(5,690	)		4,631			—			(1,695	)		—		—			(2,754	)
Cash, cash equivalents and restricted cash, beginning of period		8,697			239,903			—			24,602			—		—			273,202
Cash, cash equivalents and restricted cash, end of period	$	3,007		$	244,534		$	—		$	22,907		$	—	$	—		$	270,448

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2018
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)		Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(323,948	)	$	660,683		$	(92	)	$	97,640		$	—	$	244		$	434,527
Cash flows from investing activities
Capital expenditures		(95,576	)		(65,015	)		—			(953	)		—		—			(161,544	)
Cash paid for acquisition, net of cash received		(934,073	)		—			—			—			—		—			(934,073	)
Net activity with affiliates		—			(545,725	)		(390	)		—			—		546,115			—
Distributions from subsidiary		7,975			—			—			—			—		(7,975	)		—
Other investing activities		(13,860	)		(15,850	)		—			(10,000	)		—		—			(39,710	)
Net cash from investing activities		(1,035,534	)		(626,590	)		(390	)		(10,953	)		—		538,140			(1,135,327	)
Cash flows from financing activities
Borrowings under bank credit facility		1,114,600			—			—			—			—		—			1,114,600
Payments under bank credit facility		(964,322	)		—			—			—			—		—			(964,322	)
Proceeds from issuance of senior notes		700,000			—			—			—			—		—			700,000
Debt financing costs, net		(14,215	)		—			—			—			—		—			(14,215	)
Net activity with affiliates		621,413			—			—			(75,054	)		—		(546,359	)		—
Distributions to parent		—			(7,975	)					—			—		7,975			—
Share-based compensation activities, net		(5,344	)		—			—			—			—		—			(5,344	)
Shares repurchased and retired		(59,570	)		—			—			—			—		—			(59,570	)
Dividends paid		(24,730	)		—			—			—			—		—			(24,730	)
Other financing activities		—			(178	)		—			—			—		—			(178	)
Net cash from financing activities		1,367,832			(8,153	)		—			(75,054	)		—		(538,384	)		746,241
Cash Flows from Discontinued Operations
Cash flows from operating activities		—			—			—			—			—		—			—
Cash flows from investing activities		—			—			482			—			—		—			482
Cash flows from financing activities		—			—			—			—			—		—			—
Net cash provided by discontinued operations		—			—			482			—			—		—			482
Change in cash, cash equivalents and restricted cash		8,350			25,940			—			11,633			—		—			45,923
Cash, cash equivalents and restricted cash, beginning of period		347			213,963			—			12,969			—		—			227,279
Cash, cash equivalents and restricted cash, end of period	$	8,697		$	239,903		$	—		$	24,602		$	—	$	—		$	273,202

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.

Condensed Consolidating Statements of Cash Flows - continued

	Year Ended December 31, 2017
										Non-			Non-
										Guarantor			Guarantor
							Subsidiary			Subsidiaries			Subsidiaries
				Guarantor			(100%			(100%			(Not 100%
(In thousands)	Parent			Subsidiaries			Owned)*			Owned)			Owned)			Eliminations			Consolidated
Cash flows from operating activities
Net cash from operating activities	$	(82,632	)	$	532,515		$	(12,907	)	$	(15,628	)	$	254		$	949		$	422,551
Cash flows from investing activities
Capital expenditures		(102,277	)		(87,590	)		—			(597	)		—			—			(190,464	)
Cash paid for acquisition, net of cash received		(1,153	)		—			—			—			—			—			(1,153	)
Net activity with affiliates		—			(420,716	)		(22,826	)		—			—			443,542			—
Distributions from subsidiary		10,867			—			—			—			—			(10,867	)		—
Advances pursuant to development agreement		—			—			—			(35,108	)		—			—			(35,108	)
Other investing activities		—			706			—			—			—			—			706
Net cash from investing activities		(92,563	)		(507,600	)		(22,826	)		(35,705	)		—			432,675			(226,019	)
Cash flows from financing activities
Borrowings under bank credit facility		958,000			—			—			—			—			—			958,000
Payments under bank credit facility		(1,119,485	)		—			—			—			—			—			(1,119,485	)
Debt financing costs, net		(3,430	)		—			—			—			—			—			(3,430	)
Net activity with affiliates		389,579			—			—			55,166			(254	)		(444,491	)		—
Distributions to parent		—			(10,475	)					(392	)		—			10,867			—
Share-based compensation activities, net		(7,711	)		—			—			—			—			—			(7,711	)
Shares repurchased and retired		(31,927	)		—			—			—			—			—			(31,927	)
Dividends paid		(11,286	)		—			—			—			—			—			(11,286	)
Other financing activities		590			(87	)		—			—			—			—			503
Net cash from financing activities		174,330			(10,562	)		—			54,774			(254	)		(433,624	)		(215,336	)
Cash Flows from Discontinued Operations
Cash flows from operating activities		—			—			(514	)		—			—			—			(514	)
Cash flows from investing activities		—			—			36,247			—			—			—			36,247
Cash flows from financing activities		—			—			—			—			—			—			—
Net cash provided by discontinued operations		—			—			35,733			—			—			—			35,733
Change in cash, cash equivalents and restricted cash		(865	)		14,353			—			3,441			—			—			16,929
Cash, cash equivalents and restricted cash, beginning of period		1,212			199,610			—			9,528			—			—			210,350
Cash, cash equivalents and restricted cash, end of period	$	347		$	213,963		$	—		$	12,969		$	—		$	—		$	227,279

*Subsidiary is a 100% owned guarantor of the 6.375% Notes and is a 100% owned non-guarantor of the 6.000% Notes and 4.750% Notes.