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Long-term Debt
6 Months Ended
Jun. 30, 2015
Long-term Debt  
Long-term Debt

 

6.  Long-term Debt

 

Long-term debt, net of current maturities, is as follows:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(in thousands)

 

 

 

 

 

 

 

Senior secured credit facility

 

$

813,750

 

$

807,500

 

$300 million 5.875% senior unsecured notes due November 1, 2021

 

300,000

 

300,000

 

Other long term obligations

 

170,196

 

154,189

 

Capital leases

 

177

 

199

 

 

 

 

 

 

 

 

 

1,284,123

 

1,261,888

 

Less current maturities of long-term debt

 

(44,015

)

(30,853

)

Less discount on senior secured credit facility Term Loan B

 

(972

)

(1,056

)

Less debt issuance costs, net of accumulated amortization of $9.7 million and $6.8 million, respectively

 

(22,228

)

(25,151

)

 

 

 

 

 

 

 

 

$

1,216,908

 

$

1,204,828

 

 

 

 

 

 

 

 

 

 

The following is a schedule of future minimum repayments of long-term debt as of June 30, 2015 (in thousands, excluding other long-term obligations attributable to the contingent purchase price consideration related to the purchase of Plainridge Racecourse further discussed below):

 

Within one year

 

$

44,015 

 

1-3 years

 

126,953 

 

3-5 years

 

478,477 

 

Over 5 years

 

614,781 

 

 

 

 

 

Total minimum payments

 

$

1,264,226 

 

 

 

 

 

 

 

Senior Secured Credit Facility

 

The senior secured credit facility consists of a five year $500 million revolver, a five year $500 million Term Loan A facility, and a seven year $250 million Term Loan B facility.  At June 30, 2015, the Company’s senior secured credit facility had a gross outstanding balance of $813.8  million, consisting of a $462.5 million Term Loan A facility, a $246.3 million Term Loan B facility, and $105.0 million outstanding on the revolving credit facility.  Additionally, at June 30, 2015, the Company had conditional obligations under letters of credit issued pursuant to the senior secured credit facility with face amounts aggregating $22.9 million, resulting in $372.1 million of available borrowing capacity as of June 30, 2015 under the revolving credit facility.

 

Other Long Term Obligations

 

Other long term obligations at June 30, 2015 of $170.2 million included $19.9 million for the contingent purchase price consideration related to the purchase of Plainridge Racecourse, $135.0 million related to the relocation fees for Hollywood Gaming at Dayton Raceway and Hollywood Gaming at Mahoning Valley Race Course, and $15.3 million related to the repayment obligation of a hotel and event center located near Hollywood Casino Lawrenceburg; all of which are more fully described below.

 

Plainridge Racecourse

 

On April 11, 2014, the Company purchased Plainridge Racecourse in Massachusetts, at which the Company began to operate a slots-only gaming facility on June 24, 2015. The associated option and purchase agreement contained contingent purchase price consideration that is calculated based on the actual earnings over the first ten years of operations following the commencement of gaming. The first payment is due 60 days after the completion of the first four full fiscal quarters of operation following the commencement of gaming, and additional payments are due every year for nine years after the first payment. The fair value of this liability was based on an income approach from the Company’s internal earning projections and was discounted at a rate consistent with the risk a third party market participant would require holding the identical instrument as an asset. At each reporting period, the Company assesses the fair value of this obligation and changes in its value are recorded in earnings. The amount included in interest expense related to the change in fair value of this obligation was $0.3 million and $0.7 million for the three and six months ended June 30, 2015, respectively.

 

Ohio Relocation Fees

 

In June 2013, the Company finalized the terms of its memorandum of understanding with the State of Ohio, which included an agreement by the Company to pay a relocation fee in return for being able to relocate its existing racetracks in Toledo and Grove City to Dayton and Mahoning Valley, respectively. Upon opening of these two racinos in Ohio in the third quarter of 2014, the relocation fee for each new racino was recorded at the present value of the contractual obligation, which was calculated to be $75 million based on the 5% discount rate included in the agreement.  The relocation fee for each facility is payable as follows: $7.5 million upon the opening of the facility and eighteen semi-annual payments of $4.8 million beginning one year from the commencement of operations. This obligation is accreted to interest expense at an effective yield of 5.0%. The amount included in interest expense related to this obligation was $1.7 million and $3.4 million for the three and six months ended June 30, 2015, respectively.

 

Event Center

 

The City of Lawrenceburg Department of Redevelopment recently completed construction of a hotel and event center located less than a mile away from Hollywood Casino Lawrenceburg. Effective in mid-January 2015, by contractual agreement, a repayment obligation for the hotel and event center was assumed by a wholly-owned subsidiary of the Company in the amount of $15.3 million, which was financed through a loan with the City of Lawrenceburg Department of Redevelopment.  The Company is obligated to make annual payments on the loan of approximately $1 million for twenty years beginning January 2016. This obligation is accreted to interest expense at its effective yield of 3.0%. The amount included in interest expense related to this obligation was $0.1 million and $0.2 million for the three and six months ended June 30, 2015, respectively.

 

Debt Issuance Costs

 

As discussed in Note 3, the Company elected to early adopt accounting guidance issued in April 2015 to simplify the presentation of debt issuance costs.  This change in accounting principle was implemented retrospectively as of March 31, 2015.  Debt issuance costs that are incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense using the effective interest method over the contractual term of the underlying indebtedness.  The Company has reclassified debt issuance costs as a direct reduction to the related debt obligation on the balance sheet as of December 31, 2014.

 

Covenants

 

The Company’s senior secured credit facility and $300 million 5.875% senior unsecured notes require it, among other obligations, to maintain specified financial ratios and to satisfy certain financial tests, including fixed charge coverage, interest coverage, senior leverage and total leverage ratios. In addition, the Company’s senior secured credit facility and $300 million 5.875% senior unsecured notes restrict, among other things, its ability to incur additional indebtedness, incur guarantee obligations, amend debt instruments, pay dividends, create liens on assets, make investments, engage in mergers or consolidations, and otherwise restrict corporate activities.

 

At June 30, 2015, the Company was in compliance with all required financial covenants.