| Consolidating Financial Information |
Consolidating Financial Information As described in Note 11—Long-term Debt, in March 2013 the Company issued the 7.50% Senior Notes, pursuant to an indenture among the Company (the "Parent"), the guarantors party thereto (the "Guarantor Subsidiaries") and Wells Fargo Bank, National Association, as trustee. The 7.50% Senior Notes are guaranteed by all subsidiaries of the Company other than NP Landco Holdco LLC and its subsidiaries, MPM, and SC Restaurant Holdco LLC. The following consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These consolidating financial statements are presented in the provided form because (i) the Guarantor Subsidiaries are 100% owned subsidiaries of the Company (the issuer of the 7.50% Senior Notes), (ii) the guarantees are joint and several, and (iii) the guarantees are "full and unconditional," as those terms are used in Regulation S-X Rule 3-10. The guarantee of a Guarantor Subsidiary will be automatically released in certain customary circumstances, such as when such Guarantor Subsidiary is sold or all of the assets of such Guarantor Subsidiary are sold, the capital stock is sold, when such Guarantor Subsidiary is designated as an "unrestricted subsidiary" for purposes of the Indenture, or upon legal defeasance or satisfaction and discharge of the Indenture. The Company has reclassified intercompany cash flows and intercompany receivable and payable balances between the Parent and the Guarantor Subsidiaries in the condensed consolidating statements of cash flows and the condensed consolidating balance sheets, respectively, for the prior years to conform to the current year presentation. The reclassification had no impact on the the condensed consolidating statements of operations, the condensed consolidating statements of comprehensive income (loss), the combined cash flows of the Parent and the Guarantor Subsidiaries, the combined balance sheets of the Parent and the Guarantor Subsidiaries, or the consolidated financial statements. CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 13,554 |
| | $ | 104,575 |
| | $ | — |
| | $ | 118,129 |
| | $ | 3,836 |
| | $ | — |
| | $ | 121,965 |
| Restricted cash | | 1,067 |
| | — |
| | — |
| | 1,067 |
| | — |
| | — |
| | 1,067 |
| Receivables, net | | 2,830 |
| | 27,633 |
| | — |
| | 30,463 |
| | 4,389 |
| | — |
| | 34,852 |
| Intercompany receivables | | 3,116 |
| | — |
| | — |
| | 3,116 |
| | — |
| | (3,116 | ) | | — |
| Advances to subsidiaries | | 273,344 |
| | — |
| | (273,344 | ) | | — |
| | — |
| | — |
| | — |
| Loans to parent | | — |
| | 503,684 |
| | (503,684 | ) | | — |
| | — |
| | — |
| | — |
| Inventories | | 7 |
| | 9,823 |
| | — |
| | 9,830 |
| | 130 |
| | — |
| | 9,960 |
| Prepaid gaming tax | | — |
| | 19,281 |
| | — |
| | 19,281 |
| | 145 |
| | — |
| | 19,426 |
| Prepaid expenses and other current assets | | 5,003 |
| | 2,331 |
| | — |
| | 7,334 |
| | 204 |
| | — |
| | 7,538 |
| Current assets of discontinued operations | | — |
| | — |
| | — |
| | — |
| | 1,746 |
| | — |
| | 1,746 |
| Total current assets | | 298,921 |
| | 667,327 |
| | (777,028 | ) | | 189,220 |
| | 10,450 |
| | (3,116 | ) | | 196,554 |
| Property and equipment, net | | 72,230 |
| | 2,051,495 |
| | — |
| | 2,123,725 |
| | 12,183 |
| | — |
| | 2,135,908 |
| Goodwill | | 1,234 |
| | 194,442 |
| | — |
| | 195,676 |
| | — |
| | — |
| | 195,676 |
| Intangible assets, net | | 1,045 |
| | 135,384 |
| | — |
| | 136,429 |
| | 31,903 |
| | — |
| | 168,332 |
| Land held for development | | — |
| | 103,202 |
| | — |
| | 103,202 |
| | 99,020 |
| | — |
| | 202,222 |
| Investments in joint ventures | | — |
| | 13,252 |
| | — |
| | 13,252 |
| | 4,928 |
| | — |
| | 18,180 |
| Native American development costs | | — |
| | 9,619 |
| | — |
| | 9,619 |
| | — |
| | — |
| | 9,619 |
| Investments in subsidiaries | | 2,789,090 |
| | 16,914 |
| | (2,785,357 | ) | | 20,647 |
| | — |
| | (20,647 | ) | | — |
| Other assets, net | | 30,438 |
| | 16,703 |
| | — |
| | 47,141 |
| | 709 |
| | — |
| | 47,850 |
| Total assets | | $ | 3,192,958 |
| | $ | 3,208,338 |
| | $ | (3,562,385 | ) | | $ | 2,838,911 |
| | $ | 159,193 |
| | $ | (23,763 | ) | | $ | 2,974,341 |
| | | | | | | | | | | | | | | |
CONSOLIDATING BALANCE SHEETS (continued) DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | LIABILITIES AND MEMBERS' EQUITY | | | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | | | Accounts payable | | $ | 1,391 |
| | $ | 24,053 |
| | $ | — |
| | $ | 25,444 |
| | $ | 494 |
| | $ | — |
| | $ | 25,938 |
| Accrued interest payable | | 14,877 |
| | 161 |
| | — |
| | 15,038 |
| | 11 |
| | — |
| | 15,049 |
| Other accrued liabilities | | 19,518 |
| | 102,177 |
| | — |
| | 121,695 |
| | 1,602 |
| | — |
| | 123,297 |
| Intercompany payables | | — |
| | — |
| | — |
| | — |
| | 2,735 |
| | (2,735 | ) | | — |
| Loans from subsidiaries | | 503,684 |
| | — |
| | (503,684 | ) | | — |
| | — |
| | — |
| | — |
| Advances from parent | | — |
| | 273,344 |
| | (273,344 | ) | | — |
| | — |
| | — |
| | — |
| Current portion of long-term debt | | 79,305 |
| | 1,587 |
| | — |
| | 80,892 |
| | — |
| | — |
| | 80,892 |
| Current liabilities of discontinued operations
| | — |
| | — |
| | — |
| | — |
| | 747 |
| | (381 | ) | | 366 |
| Total current liabilities | | 618,775 |
| | 401,322 |
| | (777,028 | ) | | 243,069 |
| | 5,589 |
| | (3,116 | ) | | 245,542 |
| Long-term debt, less current portion | | 1,955,189 |
| | 3,735 |
| | — |
| | 1,958,924 |
| | 106,783 |
| | — |
| | 2,065,707 |
| Deficit investments in joint ventures | | — |
| | 2,339 |
| | — |
| | 2,339 |
| | — |
| | — |
| | 2,339 |
| Interest rate swaps and other long-term liabilities, net | | — |
| | 15,585 |
| | — |
| | 15,585 |
| | — |
| | — |
| | 15,585 |
| Total liabilities | | 2,573,964 |
| | 422,981 |
| | (777,028 | ) | | 2,219,917 |
| | 112,372 |
| | (3,116 | ) | | 2,329,173 |
| | | | | | | | | | | | | | | | Members' equity: | | | | | | | | | | | | | | | Total Station Casinos LLC members' equity | | 618,994 |
| | 2,785,357 |
| | (2,785,357 | ) | | 618,994 |
| | 20,647 |
| | (20,647 | ) | | 618,994 |
| Noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | 26,174 |
| | — |
| | 26,174 |
| Total members' equity | | 618,994 |
| | 2,785,357 |
| | (2,785,357 | ) | | 618,994 |
| | 46,821 |
| | (20,647 | ) | | 645,168 |
| Total liabilities and members' equity | | $ | 3,192,958 |
| | $ | 3,208,338 |
| | $ | (3,562,385 | ) | | $ | 2,838,911 |
| | $ | 159,193 |
| | $ | (23,763 | ) | | $ | 2,974,341 |
| | | | | | | | | | | | | | | |
CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2013 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | ASSETS | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 27,182 |
| | $ | 103,584 |
| | $ | — |
| | $ | 130,766 |
| | $ | 2,373 |
| | $ | — |
| | $ | 133,139 |
| Restricted cash | | 1,067 |
| | — |
| | — |
| | 1,067 |
| | — |
| | — |
| | 1,067 |
| Receivables, net | | 2,893 |
| | 38,914 |
| | — |
| | 41,807 |
| | 3,386 |
| | — |
| | 45,193 |
| Intercompany receivables | | 2,072 |
| | — |
| | — |
| | 2,072 |
| | — |
| | (2,072 | ) | | — |
| Advances to subsidiaries | | 462,047 |
| | — |
| | (462,047 | ) | | — |
| | — |
| | — |
| | — |
| Loans to parent | | — |
| | 343,194 |
| | (343,194 | ) | | — |
| | — |
| | — |
| | — |
| Inventories | | 7 |
| | 8,740 |
| | — |
| | 8,747 |
| | 190 |
| | — |
| | 8,937 |
| Prepaid gaming tax | | — |
| | 18,826 |
| | — |
| | 18,826 |
| | 140 |
| | — |
| | 18,966 |
| Prepaid expenses and other current assets | | 5,710 |
| | 2,723 |
| | — |
| | 8,433 |
| | 221 |
| | — |
| | 8,654 |
| Current assets of discontinued operations | | — |
| | — |
| | — |
| | — |
| | 5,300 |
| | — |
| | 5,300 |
| Total current assets | | 500,978 |
| | 515,981 |
| | (805,241 | ) | | 211,718 |
| | 11,610 |
| | (2,072 | ) | | 221,256 |
| Property and equipment, net | | 47,970 |
| | 2,094,310 |
| | — |
| | 2,142,280 |
| | 13,093 |
| | — |
| | 2,155,373 |
| Goodwill | | 1,234 |
| | 194,442 |
| | — |
| | 195,676 |
| | — |
| | — |
| | 195,676 |
| Intangible assets, net | | 1,045 |
| | 143,519 |
| | — |
| | 144,564 |
| | 42,103 |
| | — |
| | 186,667 |
| Land held for development | | — |
| | 117,001 |
| | — |
| | 117,001 |
| | 99,020 |
| | — |
| | 216,021 |
| Investments in joint ventures | | — |
| | 14,032 |
| | — |
| | 14,032 |
| | — |
| | — |
| | 14,032 |
| Native American development costs | | — |
| | 6,806 |
| | — |
| | 6,806 |
| | — |
| | — |
| | 6,806 |
| Investments in subsidiaries | | 2,550,678 |
| | 34,738 |
| | (2,545,154 | ) | | 40,262 |
| | — |
| | (40,262 | ) | | — |
| Other assets, net | | 36,338 |
| | 22,059 |
| | — |
| | 58,397 |
| | 501 |
| | — |
| | 58,898 |
| Noncurrent assets of discontinued operations | | — |
| | — |
| | — |
| | — |
| | 23,669 |
| | — |
| | 23,669 |
| Total assets | | $ | 3,138,243 |
| | $ | 3,142,888 |
| | $ | (3,350,395 | ) | | $ | 2,930,736 |
| | $ | 189,996 |
| | $ | (42,334 | ) | | $ | 3,078,398 |
| | | | | | | | | | | | | | | |
CONSOLIDATING BALANCE SHEETS (continued) DECEMBER 31, 2013 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | LIABILITIES AND MEMBERS' EQUITY | | | | | | | | | | | | | | | Current liabilities: | | | | | | | | | | | | | | | Accounts payable | | $ | 1,374 |
| | $ | 15,664 |
| | $ | — |
| | $ | 17,038 |
| | $ | 570 |
| | $ | — |
| | $ | 17,608 |
| Accrued interest payable | | 16,726 |
| | 182 |
| | — |
| | 16,908 |
| | 12 |
| | — |
| | 16,920 |
| Other accrued liabilities | | 12,772 |
| | 103,792 |
| | — |
| | 116,564 |
| | 1,636 |
| | — |
| | 118,200 |
| Intercompany payables | | — |
| | — |
| | — |
| | — |
| | 1,635 |
| | (1,635 | ) | | — |
| Loans from subsidiaries | | 343,194 |
| | — |
| | (343,194 | ) | | — |
| | — |
| | — |
| | — |
| Advances from parent | | — |
| | 462,047 |
| | (462,047 | ) | | — |
| | — |
| | — |
| | — |
| Current portion of long-term debt | | 68,831 |
| | 982 |
| | — |
| | 69,813 |
| | — |
| | — |
| | 69,813 |
| Current liabilities of discontinued operations | | — |
| | — |
| | — |
| | — |
| | 8,526 |
| | (437 | ) | | 8,089 |
| Total current liabilities | | 442,897 |
| | 582,667 |
| | (805,241 | ) | | 220,323 |
| | 12,379 |
| | (2,072 | ) | | 230,630 |
| Long-term debt, less current portion | | 2,024,517 |
| | 3,998 |
| | — |
| | 2,028,515 |
| | 99,820 |
| | — |
| | 2,128,335 |
| Deficit investments in joint ventures | | — |
| | 2,308 |
| | — |
| | 2,308 |
| | — |
| | — |
| | 2,308 |
| Interest rate swaps and other long-term liabilities, net | | 12,421 |
| | 8,761 |
| | — |
| | 21,182 |
| | — |
| | — |
| | 21,182 |
| Total liabilities | | 2,479,835 |
| | 597,734 |
| | (805,241 | ) | | 2,272,328 |
| | 112,199 |
| | (2,072 | ) | | 2,382,455 |
| | | | | | | | | | | | | | | | Members' equity: | | | | | | | | | | | | | | | Total Station Casinos LLC members' equity | | 658,408 |
| | 2,545,154 |
| | (2,545,154 | ) | | 658,408 |
| | 40,262 |
| | (40,262 | ) | | 658,408 |
| Noncontrolling interest | | — |
| | — |
| | — |
| | — |
| | 37,535 |
| | — |
| | 37,535 |
| Total members' equity | | 658,408 |
| | 2,545,154 |
| | (2,545,154 | ) | | 658,408 |
| | 77,797 |
| | (40,262 | ) | | 695,943 |
| Total liabilities and members' equity | | $ | 3,138,243 |
| | $ | 3,142,888 |
| | $ | (3,350,395 | ) | | $ | 2,930,736 |
| | $ | 189,996 |
| | $ | (42,334 | ) | | $ | 3,078,398 |
| | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Operating revenues: | | | | | | | | | | | | | | | Casino | | $ | — |
| | $ | 890,125 |
| | $ | — |
| | $ | 890,125 |
| | $ | 7,236 |
| | $ | — |
| | $ | 897,361 |
| Food and beverage | | — |
| | 238,538 |
| | — |
| | 238,538 |
| | 674 |
| | — |
| | 239,212 |
| Room | | — |
| | 109,537 |
| | — |
| | 109,537 |
| | 3,127 |
| | — |
| | 112,664 |
| Other | | 5 |
| | 67,732 |
| | — |
| | 67,737 |
| | 12,176 |
| | (9,391 | ) | | 70,522 |
| Management fees | | 6,430 |
| | 27,967 |
| | — |
| | 34,397 |
| | 34,385 |
| | — |
| | 68,782 |
| Gross revenues | | 6,435 |
| | 1,333,899 |
| | — |
| | 1,340,334 |
| | 57,598 |
| | (9,391 | ) | | 1,388,541 |
| Promotional allowances | | — |
| | (96,351 | ) | | — |
| | (96,351 | ) | | (574 | ) | | — |
| | (96,925 | ) | Net revenues | | 6,435 |
| | 1,237,548 |
| | — |
| | 1,243,983 |
| | 57,024 |
| | (9,391 | ) | | 1,291,616 |
| | | | | | | | | | | | | | | | Operating costs and expenses: | | | | | | | | | | | | | | | Casino | | — |
| | 338,923 |
| | — |
| | 338,923 |
| | 2,567 |
| | — |
| | 341,490 |
| Food and beverage | | — |
| | 157,022 |
| | — |
| | 157,022 |
| | 169 |
| | — |
| | 157,191 |
| Room | | — |
| | 43,367 |
| | — |
| | 43,367 |
| | 2,112 |
| | — |
| | 45,479 |
| Other | | — |
| | 22,239 |
| | — |
| | 22,239 |
| | 6,740 |
| | — |
| | 28,979 |
| Selling, general and administrative | | 12,188 |
| | 267,962 |
| | — |
| | 280,150 |
| | 17,908 |
| | (9,391 | ) | | 288,667 |
| Development and preopening | | — |
| | 640 |
| | — |
| | 640 |
| | — |
| | — |
| | 640 |
| Depreciation and amortization | | 6,783 |
| | 108,753 |
| | — |
| | 115,536 |
| | 12,230 |
| | — |
| | 127,766 |
| Management fee expense | | — |
| | 48,448 |
| | — |
| | 48,448 |
| | 424 |
| | — |
| | 48,872 |
| Impairment of goodwill | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Impairment of other assets | | — |
| | 11,739 |
| | — |
| | 11,739 |
| | — |
| | — |
| | 11,739 |
| Write-downs and other charges, net | | (311 | ) | | 21,239 |
| | — |
| | 20,928 |
| | 23 |
| | — |
| | 20,951 |
| | | 18,660 |
| | 1,020,332 |
| | — |
| | 1,038,992 |
| | 42,173 |
| | (9,391 | ) | | 1,071,774 |
| Operating (loss) income | | (12,225 | ) | | 217,216 |
| | — |
| | 204,991 |
| | 14,851 |
| | — |
| | 219,842 |
| Earnings (losses) from subsidiaries | | 233,335 |
| | (20,564 | ) | | (241,166 | ) | | (28,395 | ) | | — |
| | 28,395 |
| | — |
| Earnings (losses) from joint ventures | | — |
| | 2,147 |
| | — |
| | 2,147 |
| | (1,110 | ) | | — |
| | 1,037 |
| Operating (loss) income and earnings (losses) from subsidiaries and joint ventures | | 221,110 |
| | 198,799 |
| | (241,166 | ) | | 178,743 |
| | 13,741 |
| | 28,395 |
| | 220,879 |
| | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF OPERATIONS (continued) FOR THE YEAR ENDED DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Other (expense) income: | | | | | | | | | | | | | | | Interest expense, net | | (133,698 | ) | | (5,920 | ) | | — |
| | (139,618 | ) | | (11,377 | ) | | — |
| | (150,995 | ) | Loss on extinguishment of debt | | (4,132 | ) | | — |
| | — |
| | (4,132 | ) | | — |
| | — |
| | (4,132 | ) | Gain on Native American development | | — |
| | 49,074 |
| | — |
| | 49,074 |
| | — |
| | — |
| | 49,074 |
| Change in fair value of derivative instruments | | 1 |
| | (91 | ) | | — |
| | (90 | ) | | — |
| | — |
| | (90 | ) | | | (137,829 | ) | | 43,063 |
| | — |
| | (94,766 | ) | | (11,377 | ) | | — |
| | (106,143 | ) | Net income from continuing operations | | 83,281 |
| | 241,862 |
| | (241,166 | ) | | 83,977 |
| | 2,364 |
| | 28,395 |
| | 114,736 |
| Discontinued operations | | — |
| | (696 | ) | | — |
| | (696 | ) | | (42,714 | ) | | — |
| | (43,410 | ) | Net income (loss) | | 83,281 |
| | 241,166 |
| | (241,166 | ) | | 83,281 |
| | (40,350 | ) | | 28,395 |
| | 71,326 |
| Less: net loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (11,955 | ) | | — |
| | (11,955 | ) | Net income (loss) attributable to Station Casinos LLC | | $ | 83,281 |
| | $ | 241,166 |
| | $ | (241,166 | ) | | $ | 83,281 |
| | $ | (28,395 | ) | | $ | 28,395 |
| | $ | 83,281 |
| | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2013 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Operating revenues: | | | | | | | | | | | | | | | Casino | | $ | — |
| | $ | 874,966 |
| | $ | — |
| | $ | 874,966 |
| | $ | 7,275 |
| | $ | — |
| | $ | 882,241 |
| Food and beverage | | — |
| | 235,047 |
| | — |
| | 235,047 |
| | 675 |
| | — |
| | 235,722 |
| Room | | — |
| | 102,409 |
| | — |
| | 102,409 |
| | 3,221 |
| | — |
| | 105,630 |
| Other | | 17 |
| | 63,384 |
| | — |
| | 63,401 |
| | 12,373 |
| | (8,343 | ) | | 67,431 |
| Management fees | | 11,149 |
| | 15,318 |
| | — |
| | 26,467 |
| | 33,291 |
| | — |
| | 59,758 |
| Gross revenues | | 11,166 |
| | 1,291,124 |
| | — |
| | 1,302,290 |
| | 56,835 |
| | (8,343 | ) | | 1,350,782 |
| Promotional allowances | | — |
| | (94,100 | ) | | — |
| | (94,100 | ) | | (545 | ) | | — |
| | (94,645 | ) | Net revenues | | 11,166 |
| | 1,197,024 |
| | — |
| | 1,208,190 |
| | 56,290 |
| | (8,343 | ) | | 1,256,137 |
| | | | | | | | | | | | | | | | Operating costs and expenses: | | | | | | | | | | | | | | | Casino | | — |
| | 337,050 |
| | — |
| | 337,050 |
| | 2,601 |
| | — |
| | 339,651 |
| Food and beverage | | — |
| | 161,630 |
| | — |
| | 161,630 |
| | 160 |
| | — |
| | 161,790 |
| Room | | — |
| | 41,017 |
| | — |
| | 41,017 |
| | 2,045 |
| | — |
| | 43,062 |
| Other | | — |
| | 19,518 |
| | — |
| | 19,518 |
| | 7,062 |
| | — |
| | 26,580 |
| Selling, general and administrative | | 11,808 |
| | 270,290 |
| | — |
| | 282,098 |
| | 17,831 |
| | (8,343 | ) | | 291,586 |
| Development and preopening | | 13 |
| | 209 |
| | — |
| | 222 |
| | — |
| | — |
| | 222 |
| Depreciation and amortization | | 4,553 |
| | 111,931 |
| | — |
| | 116,484 |
| | 12,270 |
| | — |
| | 128,754 |
| Management fee expense | | — |
| | 45,707 |
| | — |
| | 45,707 |
| | 438 |
| | — |
| | 46,145 |
| Impairment of goodwill | | — |
| | 1,183 |
| | — |
| | 1,183 |
| | — |
| | — |
| | 1,183 |
| Impairment of other assets | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Write-downs and other charges, net | | 2,305 |
| | 9,527 |
| | — |
| | 11,832 |
| | 49 |
| | — |
| | 11,881 |
| | | 18,679 |
| | 998,062 |
| | — |
| | 1,016,741 |
| | 42,456 |
| | (8,343 | ) | | 1,050,854 |
| Operating (loss) income | | (7,513 | ) | | 198,962 |
| | — |
| | 191,449 |
| | 13,834 |
| | — |
| | 205,283 |
| Earnings (losses) from subsidiaries | | 181,039 |
| | (15,604 | ) | | (179,052 | ) | | (13,617 | ) | | — |
| | 13,617 |
| | — |
| Earnings from joint ventures | | — |
| | 1,603 |
| | — |
| | 1,603 |
| | — |
| | — |
| | 1,603 |
| Operating (loss) income and earnings (losses) from subsidiaries and joint ventures | | 173,526 |
| | 184,961 |
| | (179,052 | ) | | 179,435 |
| | 13,834 |
| | 13,617 |
| | 206,886 |
|
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2013 (continued) (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Other (expense) income: | | | | | | | | | | | | | | | Interest expense, net | | (142,409 | ) | | (11,348 | ) | | — |
| | (153,757 | ) | | (10,865 | ) | | — |
| | (164,622 | ) | Loss on extinguishment of debt | | (135,271 | ) | | (11,516 | ) | | — |
| | (146,787 | ) | | — |
| | — |
| | (146,787 | ) | Gain on Native American development | | — |
| | 16,974 |
| | — |
| | 16,974 |
| | — |
| | — |
| | 16,974 |
| Change in fair value of derivative instruments | | (272 | ) | | (19 | ) | | — |
| | (291 | ) | | — |
| | — |
| | (291 | ) | | | (277,952 | ) | | (5,909 | ) | | — |
| | (283,861 | ) | | (10,865 | ) | | — |
| | (294,726 | ) | Net (loss) income from continuing operations | | (104,426 | ) | | 179,052 |
| | (179,052 | ) | | (104,426 | ) | | 2,969 |
| | 13,617 |
| | (87,840 | ) | Discontinued operations | | — |
| | — |
| | — |
| | — |
| | (25,653 | ) | | — |
| | (25,653 | ) | Net (loss) income | | (104,426 | ) | | 179,052 |
| | (179,052 | ) | | (104,426 | ) | | (22,684 | ) | | 13,617 |
| | (113,493 | ) | Less: net loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (9,067 | ) | | — |
| | (9,067 | ) | Net (loss) income attributable to Station Casinos LLC | | $ | (104,426 | ) | | $ | 179,052 |
| | $ | (179,052 | ) | | $ | (104,426 | ) | | $ | (13,617 | ) | | $ | 13,617 |
| | $ | (104,426 | ) | | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Operating revenues: | | | | | | | | | | | | | | | Casino | | $ | — |
| | $ | 878,301 |
| | $ | — |
| | $ | 878,301 |
| | $ | 7,328 |
| | $ | — |
| | $ | 885,629 |
| Food and beverage | | — |
| | 237,085 |
| | — |
| | 237,085 |
| | 685 |
| | — |
| | 237,770 |
| Room | | — |
| | 103,119 |
| | — |
| | 103,119 |
| | 3,229 |
| | — |
| | 106,348 |
| Other | | 38 |
| | 63,626 |
| | — |
| | 63,664 |
| | 10,689 |
| | (4,649 | ) | | 69,704 |
| Management fees | | — |
| | 592 |
| | — |
| | 592 |
| | 29,282 |
| | — |
| | 29,874 |
| Gross revenues | | 38 |
| | 1,282,723 |
| | — |
| | 1,282,761 |
| | 51,213 |
| | (4,649 | ) | | 1,329,325 |
| Promotional allowances | | — |
| | (99,453 | ) | | — |
| | (99,453 | ) | | (570 | ) | | — |
| | (100,023 | ) | Net revenues | | 38 |
| | 1,183,270 |
| | — |
| | 1,183,308 |
| | 50,643 |
| | (4,649 | ) | | 1,229,302 |
| | | | | | | | | | | | | | | | Operating costs and expenses: | | | | | | | | | | | | | | | Casino | | — |
| | 352,280 |
| | — |
| | 352,280 |
| | 2,919 |
| | — |
| | 355,199 |
| Food and beverage | | — |
| | 161,001 |
| | — |
| | 161,001 |
| | 166 |
| | — |
| | 161,167 |
| Room | | — |
| | 41,129 |
| | — |
| | 41,129 |
| | 1,977 |
| | — |
| | 43,106 |
| Other | | — |
| | 21,239 |
| | — |
| | 21,239 |
| | 5,748 |
| | — |
| | 26,987 |
| Selling, general and administrative | | 35 |
| | 278,140 |
| | — |
| | 278,175 |
| | 13,011 |
| | (4,649 | ) | | 286,537 |
| Development and preopening | | 90 |
| | 221 |
| | — |
| | 311 |
| | — |
| | — |
| | 311 |
| Depreciation and amortization | | 3,161 |
| | 113,540 |
| | — |
| | 116,701 |
| | 12,438 |
| | — |
| | 129,139 |
| Management fee expense | | — |
| | 43,678 |
| | — |
| | 43,678 |
| | 409 |
| | — |
| | 44,087 |
| Impairment of other assets | | — |
| | 6,107 |
| | — |
| | 6,107 |
| | 3,959 |
| | — |
| | 10,066 |
| Write-downs and other charges, net | | 6,020 |
| | 3,720 |
| | — |
| | 9,740 |
| | 135 |
| | — |
| | 9,875 |
| | | 9,306 |
| | 1,021,055 |
| | — |
| | 1,030,361 |
| | 40,762 |
| | (4,649 | ) | | 1,066,474 |
| Operating (loss) income | | (9,268 | ) | | 162,215 |
| | — |
| | 152,947 |
| | 9,881 |
| | — |
| | 162,828 |
| Earnings (losses) from subsidiaries | | 149,961 |
| | (1,551 | ) | | (160,869 | ) | | (12,459 | ) | | — |
| | 12,459 |
| | — |
| Earnings from joint ventures | | — |
| | 1,773 |
| | — |
| | 1,773 |
| | — |
| | — |
| | 1,773 |
| Operating (loss) income and earnings (losses) from subsidiaries and joint ventures | | 140,693 |
| | 162,437 |
| | (160,869 | ) | | 142,261 |
| | 9,881 |
| | 12,459 |
| | 164,601 |
| | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF OPERATIONS (continued) FOR THE YEAR ENDED DECEMBER 31, 2012 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Other (expense) income: | | | | | | | | | | | | | | | Interest expense, net | | (127,260 | ) | | (51,782 | ) | | — |
| | (179,042 | ) | | (10,439 | ) | | — |
| | (189,481 | ) | Loss on extinguishment of debt | | — |
| | (51,796 | ) | | — |
| | (51,796 | ) | | — |
| | — |
| | (51,796 | ) | Gain on Native American development | | — |
| | 102,816 |
| | — |
| | 102,816 |
| | — |
| | — |
| | 102,816 |
| Change in fair value of derivative instruments | | (115 | ) | | (806 | ) | | — |
| | (921 | ) | | — |
| | — |
| | (921 | ) | | | (127,375 | ) | | (1,568 | ) | | — |
| | (128,943 | ) | | (10,439 | ) | | — |
| | (139,382 | ) | Net income (loss) from continuing operations | | 13,318 |
| | 160,869 |
| | (160,869 | ) | | 13,318 |
| | (558 | ) | | 12,459 |
| | 25,219 |
| Discontinued operations | | — |
| | — |
| | — |
| | — |
| | (13,507 | ) | | — |
| | (13,507 | ) | Net income (loss) | | 13,318 |
| | 160,869 |
| | (160,869 | ) | | 13,318 |
| | (14,065 | ) | | 12,459 |
| | 11,712 |
| Less: net loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (1,606 | ) | | — |
| | (1,606 | ) | Net income (loss) attributable to Station Casinos LLC | | $ | 13,318 |
| | $ | 160,869 |
| | $ | (160,869 | ) | | $ | 13,318 |
| | $ | (12,459 | ) | | $ | 12,459 |
| | $ | 13,318 |
| | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Net income (loss) | | $ | 83,281 |
| | $ | 241,166 |
| | $ | (241,166 | ) | | $ | 83,281 |
| | $ | (40,350 | ) | | $ | 28,395 |
| | $ | 71,326 |
| Other comprehensive income: | | | | | | | | | | | | | | | Unrealized gain (loss) on interest rate swaps: | | | | | | | | | | | | | |
| Unrealized loss arising during period | | (7,999 | ) | | (7,415 | ) | | 7,415 |
| | (7,999 | ) | | — |
| | — |
| | (7,999 | ) | Reclassification of unrealized loss into income | | 12,896 |
| | 4,504 |
| | (4,504 | ) | | 12,896 |
| | — |
| | — |
| | 12,896 |
| Unrealized gain (loss) on interest rate swaps, net | | 4,897 |
| | (2,911 | ) | | 2,911 |
| | 4,897 |
| | — |
| | — |
| | 4,897 |
| Unrealized loss on available–for–sale securities | | (63 | ) | | — |
| | — |
| | (63 | ) | | — |
| | — |
| | (63 | ) | Other comprehensive income (loss) | | 4,834 |
| | (2,911 | ) | | 2,911 |
| | 4,834 |
| | — |
| | — |
| | 4,834 |
| Comprehensive income (loss) | | 88,115 |
| | 238,255 |
| | (238,255 | ) | | 88,115 |
| | (40,350 | ) | | 28,395 |
| | 76,160 |
| Less comprehensive loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (11,955 | ) | | — |
| | (11,955 | ) | Comprehensive income (loss) attributable to Station Casinos LLC | | $ | 88,115 |
| | $ | 238,255 |
| | $ | (238,255 | ) | | $ | 88,115 |
| | $ | (28,395 | ) | | $ | 28,395 |
| | $ | 88,115 |
| | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE YEAR ENDED DECEMBER 31, 2013 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Net (loss) income | | $ | (104,426 | ) | | $ | 179,052 |
| | $ | (179,052 | ) | | $ | (104,426 | ) | | $ | (22,684 | ) | | $ | 13,617 |
| | $ | (113,493 | ) | Other comprehensive income: | | | | | | | | | | | | | | | Unrealized loss on interest rate swaps: | | | | | | | | | | | | | | | Unrealized gain arising during period | | 772 |
| | 3,015 |
| | (3,015 | ) | | 772 |
| | — |
| | — |
| | 772 |
| Reclassification of unrealized loss into income | | 13,133 |
| | 4,444 |
| | (4,444 | ) | | 13,133 |
| | — |
| | — |
| | 13,133 |
| Unrealized gain on interest rate swaps, net | | 13,905 |
| | 7,459 |
| | (7,459 | ) | | 13,905 |
| | — |
| | — |
| | 13,905 |
| Unrealized loss on available–for–sale securities | | (166 | ) | | — |
| | — |
| | (166 | ) | | — |
| | — |
| | (166 | ) | Other comprehensive income | | 13,739 |
| | 7,459 |
| | (7,459 | ) | | 13,739 |
| | — |
| | — |
| | 13,739 |
| Comprehensive (loss) income | | (90,687 | ) | | 186,511 |
| | (186,511 | ) | | (90,687 | ) | | (22,684 | ) | | 13,617 |
| | (99,754 | ) | Less comprehensive loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (9,067 | ) | | — |
| | (9,067 | ) | Comprehensive (loss) income attributable to Station Casinos LLC | | $ | (90,687 | ) | | $ | 186,511 |
| | $ | (186,511 | ) | | $ | (90,687 | ) | | $ | (13,617 | ) | | $ | 13,617 |
| | $ | (90,687 | ) | | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED DECEMBER 31, 2012 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Net income (loss) | | $ | 13,318 |
| | $ | 160,869 |
| | $ | (160,869 | ) | | $ | 13,318 |
| | $ | (14,065 | ) | | $ | 12,459 |
| | $ | 11,712 |
| Other comprehensive loss: | | | | | | | | | | | | | | | Unrealized loss on interest rate swaps: | | | | | | | | | | | | | | | Unrealized loss arising during period | | (18,918 | ) | | (5,184 | ) | | 5,184 |
| | (18,918 | ) | | — |
| | — |
| | (18,918 | ) | Reclassification of unrealized loss into income | | 13,187 |
| | 4,411 |
| | (4,411 | ) | | 13,187 |
| | — |
| | — |
| | 13,187 |
| Unrealized loss on interest rate swaps, net | | (5,731 | ) | | (773 | ) | | 773 |
| | (5,731 | ) | | — |
| | — |
| | (5,731 | ) | Unrealized gain on available–for–sale securities | | 213 |
| | — |
| | — |
| | 213 |
| | — |
| | — |
| | 213 |
| Other comprehensive loss | | (5,518 | ) | | (773 | ) | | 773 |
| | (5,518 | ) | | — |
| | — |
| | (5,518 | ) | Comprehensive income (loss) | | 7,800 |
| | 160,096 |
| | (160,096 | ) | | 7,800 |
| | (14,065 | ) | | 12,459 |
| | 6,194 |
| Less comprehensive loss attributable to noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | (1,606 | ) | | — |
| | (1,606 | ) | Comprehensive income (loss) attributable to Station Casinos LLC | | $ | 7,800 |
| | $ | 160,096 |
| | $ | (160,096 | ) | | $ | 7,800 |
| | $ | (12,459 | ) | | $ | 12,459 |
| | $ | 7,800 |
| | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | | $ | (118,162 | ) | | $ | 361,733 |
| | $ | — |
| | $ | 243,571 |
| | $ | (1,272 | ) | | $ | — |
| | $ | 242,299 |
| Cash flows from investing activities: | | | | | | | | | | | | | | | Capital expenditures, net of related payables | | (32,614 | ) | | (66,871 | ) | | — |
| | (99,485 | ) | | (3,164 | ) | | — |
| | (102,649 | ) | Proceeds from sale of land, property and equipment | | 18 |
| | 2,721 |
| | — |
| | 2,739 |
| | — |
| | — |
| | 2,739 |
| Investment in joint ventures | | — |
| | (33 | ) | | — |
| | (33 | ) | | (5,778 | ) | | — |
| | (5,811 | ) | Investment in subsidiaries | | (5,778 | ) | | (13,531 | ) | | — |
| | (19,309 | ) | | — |
| | 19,309 |
| | — |
| Distributions in excess of earnings from joint ventures | | — |
| | 1,019 |
| | — |
| | 1,019 |
| | — |
| | — |
| | 1,019 |
| Distributions from subsidiaries | | 21,818 |
| | 10,094 |
| | (21,818 | ) | | 10,094 |
| | — |
| | (10,094 | ) | | — |
| Proceeds from repayment of Native American development costs | | — |
| | 66,048 |
| | — |
| | 66,048 |
| | — |
| | — |
| | 66,048 |
| Proceeds from repayment of advances to subsidiaries, net | | 170,439 |
| | — |
| | (170,439 | ) | | — |
| | — |
| | — |
| | — |
| Loans to parent, net | | — |
| | (160,490 | ) | | 160,490 |
| | — |
| | — |
| | — |
| | — |
| Native American development costs | | — |
| | (2,630 | ) | | — |
| | (2,630 | ) | | — |
| | — |
| | (2,630 | ) | Other, net | | 714 |
| | (762 | ) | | — |
| | (48 | ) | | 50 |
| | — |
| | 2 |
| Net cash provided by (used in) investing activities | | 154,597 |
| | (164,435 | ) | | (31,767 | ) | | (41,605 | ) | | (8,892 | ) | | 9,215 |
| | (41,282 | ) | Cash flows from financing activities: | | | | | | | | | | | | | | | Payments under credit agreements with original maturities greater than three months | | (66,922 | ) | | — |
| | — |
| | (66,922 | ) | | (1,207 | ) | | — |
| | (68,129 | ) | Distributions to members and noncontrolling interests | | (130,319 | ) | | (21,818 | ) | | 21,818 |
| | (130,319 | ) | | (20,188 | ) | | 10,094 |
| | (140,413 | ) | Payments of debt issuance costs | | (2,454 | ) | | — |
| | — |
| | (2,454 | ) | | — |
| | — |
| | (2,454 | ) | Payments on derivative instruments with other-than-insignificant financing element | | (8,948 | ) | | (2,032 | ) | | — |
| | (10,980 | ) | | — |
| | — |
| | (10,980 | ) | Loans from subsidiaries, net | | 160,490 |
| | — |
| | (160,490 | ) | | — |
| | — |
| | — |
| | — |
| Payments on advances from parent, net | | — |
| | (170,439 | ) | | 170,439 |
| | — |
| | — |
| | — |
| | — |
| Capital contributions from members | | — |
| | — |
| | — |
| | — |
| | 19,309 |
| | (19,309 | ) | | — |
| Capital contributions from noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | 9,969 |
| | — |
| | 9,969 |
| Other, net | | (1,910 | ) | | (2,018 | ) | | — |
| | (3,928 | ) | | (1 | ) | | — |
| | (3,929 | ) | Net cash (used in) provided by financing activities | | (50,063 | ) | | (196,307 | ) | | 31,767 |
| | (214,603 | ) | | 7,882 |
| | (9,215 | ) | | (215,936 | ) |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) FOR THE YEAR ENDED DECEMBER 31, 2014 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | | | | | | | | | | | | | | | | Cash and cash equivalents (including cash and cash equivalents of discontinued operations): | | | | | | | | | | | | | | | (Decrease) increase in cash and cash equivalents | | (13,628 | ) | | 991 |
| | — |
| | (12,637 | ) | | (2,282 | ) | | — |
| | (14,919 | ) | Balance, beginning of year | | 27,182 |
| | 103,584 |
| | — |
| | 130,766 |
| | 6,855 |
| | — |
| | 137,621 |
| Balance, end of year | | $ | 13,554 |
| | $ | 104,575 |
| | $ | — |
| | $ | 118,129 |
| | $ | 4,573 |
| | $ | — |
| | $ | 122,702 |
| | | | | | | | | | | | | | | | Supplemental cash flow disclosures: | | | | | | | | | | | | | | | Cash paid for interest, net of amounts capitalized | | $ | 122,202 |
| | $ | 2,383 |
| | $ | — |
| | $ | 124,585 |
| | $ | 3,283 |
| | $ | — |
| | $ | 127,868 |
| Non-cash investing and financing activities: | | | | | | | | | | | | | | | Capital expenditures incurred but not yet paid | | $ | 2,063 |
| | $ | 15,040 |
| | $ | — |
| | $ | 17,103 |
| | $ | 257 |
| | $ | — |
| | $ | 17,360 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2013 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | | $ | (99,353 | ) | | $ | 326,171 |
| | $ | — |
| | $ | 226,818 |
| | $ | 2,305 |
| | $ | — |
| | $ | 229,123 |
| Cash flows from investing activities: | | | | | | | | | | | | | | | Capital expenditures, net of related payables | | (282 | ) | | (81,313 | ) | | — |
| | (81,595 | ) | | (4,693 | ) | | — |
| | (86,288 | ) | Proceeds from sale of land, property and equipment | | 43 |
| | 3,412 |
| | — |
| | 3,455 |
| | 13 |
| | — |
| | 3,468 |
| Investments in joint ventures | | — |
| | (4,598 | ) | | — |
| | (4,598 | ) | | — |
| | — |
| | (4,598 | ) | Investment in subsidiaries | | — |
| | (19,903 | ) | | — |
| | (19,903 | ) | | — |
| | 19,903 |
| | — |
| Advances to subsidiaries, net | | (499,381 | ) | | — |
| | 499,381 |
| | — |
| | — |
| | — |
| | — |
| Distributions in excess of earnings from joint ventures | | — |
| | 315 |
| | — |
| | 315 |
| | — |
| | — |
| | 315 |
| Distributions from subsidiaries | | 21,383 |
| | 10,202 |
| | (21,383 | ) | | 10,202 |
| | — |
| | (10,202 | ) | | — |
| Loans to parent, net | | — |
| | (145,661 | ) | | 145,661 |
| | — |
| | — |
| | — |
| | — |
| Native American development costs | | — |
| | (3,551 | ) | | — |
| | (3,551 | ) | | — |
| | — |
| | (3,551 | ) | Other, net | | 6 |
| | (2,254 | ) | | — |
| | (2,248 | ) | | (128 | ) | | — |
| | (2,376 | ) | Net cash used in investing activities | | (478,231 | ) | | (243,351 | ) | | 623,659 |
| | (97,923 | ) | | (4,808 | ) | | 9,701 |
| | (93,030 | ) | Cash flows from financing activities: | | | | | | | | | | | | | | | Proceeds from issuance of 7.50% Senior Notes | | 499,935 |
| | — |
| | — |
| | 499,935 |
| | — |
| | — |
| | 499,935 |
| Repayments of Senior Notes | | (625,000 | ) | | — |
| | — |
| | (625,000 | ) | | — |
| | — |
| | (625,000 | ) | Borrowings under credit agreements with original maturities greater than three months | | 1,611,622 |
| | — |
| | — |
| | 1,611,622 |
| | — |
| | — |
| | 1,611,622 |
| Payments under credit agreements with original maturities of three months or less, net | | (5,000 | ) | | — |
| | — |
| | (5,000 | ) | | — |
| | — |
| | (5,000 | ) | Payments under credit agreements with original maturities greater than three months | | (936,831 | ) | | (573,562 | ) | | — |
| | (1,510,393 | ) | | (2,855 | ) | | — |
| | (1,513,248 | ) | Distributions to members and noncontrolling interests | | (46,480 | ) | | (21,383 | ) | | 21,383 |
| | (46,480 | ) | | (20,406 | ) | | 10,202 |
| | (56,684 | ) | Payments of debt issuance costs | | (33,248 | ) | | (2,654 | ) | | — |
| | (35,902 | ) | | — |
| | — |
| | (35,902 | ) | Payments on derivative instruments with other-than-insignificant financing elements | | (7,003 | ) | | (2,036 | ) | | — |
| | (9,039 | ) | | — |
| | — |
| | (9,039 | ) | Loans from subsidiaries, net | | 145,661 |
| | — |
| | (145,661 | ) | | — |
| | — |
| | — |
| | — |
| Advances from parent, net | | — |
| | 499,381 |
| | (499,381 | ) | | — |
| | — |
| | — |
| | — |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) FOR THE YEAR ENDED DECEMBER 31, 2013 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Capital contributions from members | | — |
| | — |
| | — |
| | — |
| | 19,903 |
| | (19,903 | ) | | — |
| Capital contributions from noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | 15,316 |
| | — |
| | 15,316 |
| Other, net | | (1,731 | ) | | (822 | ) | | — |
| | (2,553 | ) | | (6,799 | ) | | — |
| | (9,352 | ) | Net cash provided by (used in) financing activities | | 601,925 |
| | (101,076 | ) | | (623,659 | ) | | (122,810 | ) | | 5,159 |
| | (9,701 | ) | | (127,352 | ) | Cash and cash equivalents (including cash and cash equivalents of discontinued operations): | | | | | | | | | | | | | | | Increase in cash and cash equivalents | | 24,341 |
| | (18,256 | ) | | — |
| | 6,085 |
| | 2,656 |
| | — |
| | 8,741 |
| Balance, beginning of year | | 2,841 |
| | 121,840 |
| | — |
| | 124,681 |
| | 4,199 |
| | — |
| | 128,880 |
| Balance, end of year | | $ | 27,182 |
| | $ | 103,584 |
| | $ | — |
| | $ | 130,766 |
| | $ | 6,855 |
| | $ | — |
| | $ | 137,621 |
| Supplemental cash flow disclosures: | | | | | | | | | | | | | | | Cash paid for interest, net of amounts capitalized | | $ | 106,923 |
| | $ | 10,272 |
| | $ | — |
| | $ | 117,195 |
| | $ | 45 |
| | $ | — |
| | $ | 117,240 |
| Non-cash investing and financing activities: | | | | | | | | | | | | | | | Capital expenditures incurred but not yet paid | | $ | — |
| | $ | 11,395 |
| | $ | — |
| | $ | 11,395 |
| | $ | 97 |
| | $ | — |
| | $ | 11,492 |
| Issuance of note payable with option by Fertitta Interactive in exchange for redemption of noncontrolling interest | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 4,600 |
| | $ | — |
| | $ | 4,600 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2012 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | | $ | (79,074 | ) | | $ | 265,993 |
| | $ | — |
| | $ | 186,919 |
| | $ | 19,705 |
| | $ | — |
| | $ | 206,624 |
| Cash flows from investing activities: | | | | | | | | | | | | | | | Capital expenditures, net of related payables | | (1,839 | ) | | (57,783 | ) | | — |
| | (59,622 | ) | | (2,355 | ) | | — |
| | (61,977 | ) | Proceeds from sale of land, property and equipment | | 13 |
| | 895 |
| | — |
| | 908 |
| | — |
| | — |
| | 908 |
| Acquisition of Fertitta Interactive | | — |
| | (8,704 | ) | | — |
| | (8,704 | ) | | 963 |
| | — |
| | (7,741 | ) | Distributions in excess of earnings from joint ventures | | — |
| | 492 |
| | — |
| | 492 |
| | — |
| | — |
| | 492 |
| Distributions from subsidiaries | | 59,525 |
| | 11,243 |
| | (59,525 | ) | | 11,243 |
| | — |
| | (11,243 | ) | | — |
| Proceeds from repayment of Native American development costs | | — |
| | 195,779 |
| | — |
| | 195,779 |
| | — |
| | — |
| | 195,779 |
| Loans to parent, net | | — |
| | (147,353 | ) | | 147,353 |
| | — |
| | — |
| | — |
| | — |
| Native American development costs | | — |
| | (19,882 | ) | | — |
| | (19,882 | ) | | — |
| | — |
| | (19,882 | ) | Other, net | | (45 | ) | | (4,666 | ) | | — |
| | (4,711 | ) | | (1,396 | ) | | — |
| | (6,107 | ) | Net cash provided by (used in) investing activities | | 57,654 |
| | (29,979 | ) | | 87,828 |
| | 115,503 |
| | (2,788 | ) | | (11,243 | ) | | 101,472 |
| Cash flows from financing activities: | | | | | | | | | | | | | | | Borrowings under credit agreements with original maturities greater than three months | | 97,000 |
| | 574,687 |
| | — |
| | 671,687 |
| | — |
| | — |
| | 671,687 |
| Borrowings under credit agreements with original maturities of three months or less, net | | (3,400 | ) | | (7,800 | ) | | — |
| | (11,200 | ) | | — |
| | — |
| | (11,200 | ) | Payments under credit agreements with original maturities greater than three months | | (190,110 | ) | | (689,251 | ) | | — |
| | (879,361 | ) | | (1,250 | ) | | — |
| | (880,611 | ) | Cash paid for early extinguishment of debt | | — |
| | (9,882 | ) | | — |
| | (9,882 | ) | | — |
| | — |
| | (9,882 | ) | Distributions to members and noncontrolling interests | | (9,240 | ) | | (59,525 | ) | | 59,525 |
| | (9,240 | ) | | (22,545 | ) | | 11,243 |
| | (20,542 | ) | Deemed distribution | | (12,638 | ) | | — |
| | — |
| | (12,638 | ) | | — |
| | — |
| | (12,638 | ) | Payments of debt issuance costs | | (758 | ) | | (15,663 | ) | | — |
| | (16,421 | ) | | — |
| | — |
| | (16,421 | ) | Loans from subsidiaries, net | | 147,353 |
| | — |
| | (147,353 | ) | | — |
| | — |
| | — |
| | — |
| Capital contributions from noncontrolling interests | | — |
| | — |
| | — |
| | — |
| | 8,616 |
| | — |
| | 8,616 |
| Other, net | | (1,526 | ) | | (514 | ) | | — |
| | (2,040 | ) | | 153 |
| | — |
| | (1,887 | ) | Net cash provided by (used in) financing activities | | 26,681 |
| | (207,948 | ) | | (87,828 | ) | | (269,095 | ) | | (15,026 | ) | | 11,243 |
| | (272,878 | ) | | | | | | | | | | | | | | | |
CONSOLIDATING STATEMENTS OF CASH FLOWS (continued) FOR THE YEAR ENDED DECEMBER 31, 2012 (amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Parent | | Guarantor Subsidiaries | | Eliminations | | Parent and Guarantor Subsidiaries | | Non–Guarantor Subsidiaries | | Eliminations | | Consolidated | Cash and cash equivalents (including cash and cash equivalents of discontinued operations): | | | | | | | | | | | | | | | Increase in cash and cash equivalents | | 5,261 |
| | 28,066 |
| | — |
| | 33,327 |
| | 1,891 |
| | — |
| | 35,218 |
| Balance, beginning of year | | (2,420 | ) | | 93,774 |
| | — |
| | 91,354 |
| | 2,308 |
| | — |
| | 93,662 |
| Balance, end of year | | $ | 2,841 |
| | $ | 121,840 |
| | $ | — |
| | $ | 124,681 |
| | $ | 4,199 |
| | $ | — |
| | $ | 128,880 |
| | | | | | | | | | | | | | | | Supplemental cash flow disclosures: | | | | | | | | | | | | | | | Cash paid for interest, net of amounts capitalized | | $ | 72,586 |
| | $ | 36,265 |
| | $ | — |
| | $ | 108,851 |
| | $ | 24 |
| | $ | — |
| | $ | 108,875 |
| Non-cash investing and financing activities: | | | | | | | | | | | | | | | Capital expenditures incurred but not yet paid | | $ | — |
| | $ | 22,038 |
| | $ | — |
| | $ | 22,038 |
| | $ | 245 |
| | $ | — |
| | $ | 22,283 |
| Equity issued to noncontrolling interests in Fertitta Interactive in settlement of notes payable | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 8,148 |
| | $ | — |
| | $ | 8,148 |
|
|