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Note 11 - Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Condensed Financial Statements [Text Block]

NOTE 11. 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 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 and our less than wholly owned subsidiaries.

The tables below present the condensed consolidating balance sheets as of March 31, 2020 and December 31, 2019, the condensed consolidating statements of operations for the three months ended March 31, 2020 and 2019, and the condensed consolidating statements of cash flows for the three months ended March 31, 2020 and 2019.

Condensed Consolidating Balance Sheets

March 31, 2020

Non-

Guarantor

Subsidiary

Subsidiaries

Guarantor
(100% (100%

(In thousands)

Parent

Subsidiaries

Owned)*

Owned)

Eliminations

Consolidated

Assets

Cash and cash equivalents
$ 803,696 $ 19,752 $ — $ 7,798 $ — $ 831,246

Restricted cash
— 15,980 — 2,549 — 18,529

Other current assets
22,817 89,923 9 1,239 — 113,988

Property and equipment, net
166,596 2,389,293 — 102,040 — 2,657,929

Investments in subsidiaries
3,643,760 — — — (3,643,760 ) —

Intercompany receivable
757,019 163,027 59,162 — (979,208 ) —

Operating leases right-of-use assets
22,126 884,702 — 21,198 — 928,026

Other long-term assets
20,173 24,282 — 48,445 — 92,900

Intangible assets, net
— 1,327,986 — 74,971 — 1,402,957

Goodwill, net
— 957,568 — 13,719 — 971,287

Total assets
$ 5,436,187 $ 5,872,513 $ 59,171 $ 271,959 $ (4,622,968 ) $ 7,016,862

Liabilities and Stockholders' Equity

Current maturities of long-term debt
$ 26,695 $ 305 $ — $ — $ — $ 27,000

Other current liabilities
140,587 298,550 — 36,534 (1,513 ) 474,158

Accumulated losses of subsidiaries in excess of investment
— 4,397 — 41 (4,438 ) —

Intercompany payable
— — — 977,722 (977,722 ) —

Long-term debt, net of current maturities and debt issuance costs
4,310,179 234 — 57,684 — 4,368,097

Operating lease liabilities, net of current portion
17,966 809,912 — 588 — 828,466

Other long-term liabilities
(171,010 ) 379,635 900 (2,154 ) — 207,371

Total stockholders' equity (deficit)
1,111,770 4,379,480 58,271 (798,456 ) (3,639,295 ) 1,111,770

Total liabilities and stockholders' equity
$ 5,436,187 $ 5,872,513 $ 59,171 $ 271,959 $ (4,622,968 ) $ 7,016,862

*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, 2019

Non-

Guarantor

Subsidiary

Subsidiaries

Guarantor
(100% (100%

(In thousands)

Parent

Subsidiaries

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 lease 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 Statements of Operations

Three Months Ended March 31, 2020

Non-

Guarantor

Subsidiary

Subsidiaries

Guarantor
(100% (100%

(In thousands)

Parent

Subsidiaries

Owned)*

Owned)

Eliminations

Consolidated

Total revenues
$ 15,784 $ 666,416 $ — $ 17,646 $ (19,321 ) $ 680,525

Operating costs and expenses

Operating
— 357,571 — 15,400 — 372,971

Selling, general and administrative
— 110,919 — 2,511 — 113,430

Master lease rent expense
— 24,665 — — — 24,665

Maintenance and utilities
— 32,909 — 237 — 33,146

Depreciation and amortization
12,595 51,842 — 2,528 — 66,965

Corporate expense
23,920 97 — 941 — 24,958

Project development, preopening and writedowns
589 436 — 2,483 — 3,508

Impairment of assets — 153,500 — 17,600 — 171,100

Other operating items, net
255 7,239 — 49 — 7,543

Intercompany expenses
51 19,270 — — (19,321 ) —

Total operating costs and expenses
37,410 758,448 — 41,749 (19,321 ) 818,286

Equity in earnings (losses) of subsidiaries
(101,196 ) (277 ) — — 101,473 —

Operating income (loss)
(122,822 ) (92,309 ) — (24,103 ) 101,473 (137,761 )

Other expense (income)

Interest expense, net
49,452 332 — 1,622 — 51,406

Loss on early extinguishments and modifications of debt
175 — — — — 175

Other, net
37 (331 ) — (50 ) — (344 )

Total other expense (income), net
49,664 1 — 1,572 — 51,237

Income (loss) before income taxes
(172,486 ) (92,310 ) — (25,675 ) 101,473 (188,998 )

Income tax benefit
24,927 14,951 — 1,561 — 41,439

Net income (loss)
$ (147,559 ) $ (77,359 ) $ — $ (24,114 ) $ 101,473 $ (147,559 )

Comprehensive income (loss)
$ (146,432 ) $ (76,232 ) $ — $ (24,114 ) $ 100,346 $ (146,432 )

*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

Three Months Ended March 31, 2019

Non-

Guarantor

Subsidiary

Subsidiaries

Guarantor
(100% (100%

(In thousands)

Parent

Subsidiaries

Owned)*

Owned)

Eliminations

Consolidated

Total revenues
$ 21,562 $ 810,548 $ — $ 21,319 $ (26,141 ) $ 827,288

Operating costs and expenses

Operating
— 411,835 — 17,694 — 429,529

Selling, general and administrative
— 112,724 — 2,687 — 115,411

Master lease rent expense
— 23,962 — — — 23,962

Maintenance and utilities
— 37,834 — 266 — 38,100

Depreciation and amortization
7,228 57,082 — 2,943 — 67,253

Corporate expense
29,953 185 — 1,039 — 31,177

Project development, preopening and writedowns
2,109 112 — 1,810 — 4,031

Impairment of assets
— — — — — —

Other operating items, net
24 175 — — — 199

Intercompany expenses
51 26,090 — — (26,141 ) —

Total operating costs and expenses
39,365 669,999 — 26,439 (26,141 ) 709,662

Equity in earnings (losses) of subsidiaries
109,868 (147 ) — — (109,721 ) —

Operating income (loss)
92,065 140,402 — (5,120 ) (109,721 ) 117,626

Other expense (income)

Interest expense, net
59,032 584 — 1,608 — 61,224

Other, net
129 — — (14 ) — 115

Total other expense (income), net
59,161 584 — 1,594 — 61,339

Income (loss) before income taxes
32,904 139,818 — (6,714 ) (109,721 ) 56,287

Income tax benefit (provision)
12,547 (24,440 ) — 1,057 — (10,836 )

Net income (loss)
$ 45,451 $ 115,378 $ — $ (5,657 ) $ (109,721 ) $ 45,451

Comprehensive income (loss)
$ 45,916 $ 115,843 $ — $ (5,657 ) $ (110,186 ) $ 45,916

*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

Three Months Ended March 31, 2020

Non-

Guarantor

Subsidiary

Subsidiaries

Guarantor
(100% (100%

(In thousands)

Parent

Subsidiaries

Owned)*

Owned)

Eliminations

Consolidated

Cash flows from operating activities

Net cash from operating activities
$ (46,369 ) $ 74,724 $ 46 $ (4,786 ) $ (23 ) $ 23,592

Cash flows from investing activities

Capital expenditures
(31,153 ) (15,695 ) — (1,198 ) — (48,046 )

Net activity with affiliates
— (267,724 ) (46 ) — 267,770 —

Net cash from investing activities
(31,153 ) (283,419 ) (46 ) (1,198 ) 267,770 (48,046 )

Cash flows from financing activities

Borrowings under bank credit facility
965,100 — — — — 965,100

Payments under bank credit facility
(338,173 ) — — — — (338,173 )

Net activity with affiliates
274,323 — — (6,576 ) (267,747 ) —

Share-based compensation activities, net
(4,111 ) — — — — (4,111 )

Shares repurchased and retired
(11,120 ) — — — — (11,120 )

Dividends paid
(7,808 ) — — — — (7,808 )

Other financing activities
— (107 ) — — — (107 )

Net cash from financing activities
878,211 (107 ) — (6,576 ) (267,747 ) 603,781

Change in cash, cash equivalents and restricted cash
800,689 (208,802 ) — (12,560 ) — 579,327

Cash, cash equivalents and restricted cash, beginning of period
3,007 244,534 — 22,907 — 270,448

Cash, cash equivalents and restricted cash, end of period
$ 803,696 $ 35,732 $ — $ 10,347 $ — $ 849,775

*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

Three Months Ended March 31, 2019

Non-

Guarantor

Subsidiary

Subsidiaries

Guarantor
(100% (100%

(In thousands)

Parent

Subsidiaries

Owned)*

Owned)

Eliminations

Consolidated

Cash flows from operating activities

Net cash from operating activities
$ (30,882 ) $ 193,653 $ — $ 1,490 $ (171 ) $ 164,090

Cash flows from investing activities

Capital expenditures
(63,156 ) (25,455 ) — (711 ) — (89,322 )

Net activity with affiliates
— (153,088 ) — — 153,088 —

Other investing activities
(4,620 ) (7,298 ) — — — (11,918 )

Net cash from investing activities
(67,776 ) (185,841 ) — (711 ) 153,088 (101,240 )

Cash flows from financing activities

Borrowings under bank credit facility
434,829 — — — — 434,829

Payments under bank credit facility
(466,802 ) — — — — (466,802 )

Debt financing costs, net
(53 ) — — — — (53 )

Net activity with affiliates
153,873 — — (956 ) (152,917 ) —

Share-based compensation activities, net
(2,921 ) — — — — (2,921 )

Shares repurchased and retired
(21,653 ) — — — — (21,653 )

Dividends paid
(6,705 ) — — — — (6,705 )

Other financing activities
— (115 ) — — — (115 )

Net cash from financing activities
90,568 (115 ) — (956 ) (152,917 ) (63,420 )

Change in cash, cash equivalents and restricted cash
(8,090 ) 7,697 — (177 ) — (570 )

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
$ 607 $ 247,600 $ — $ 24,425 $ — $ 272,632

*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.