Attached files
| file | filename |
|---|---|
| EX-99.1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BLACK GAMING, LLC - NGA Holdco, LLC | d242772dex991.htm |
| EX-99.2 - AUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BLACK GAMING, LLC - NGA Holdco, LLC | d242772dex992.htm |
| 8-K/A - NGA HOLDCO, LLC -- FORM 8-K/A - NGA Holdco, LLC | d242772d8ka.htm |
Exhibit 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
On August 1, 2011, the acquisition by NGA Holdco, LLC, a Nevada limited liability company (the “Company”), through its wholly owned subsidiary, NGA AcquisitionCo, LLC, a Nevada limited liability company, (“AcquisitionCo”), of a 40% equity interest (the “40% Interest”) in Mesquite Gaming, LLC, a Nevada limited liability company (“Mesquite Gaming”), was completed upon the transfer to Mesquite Gaming of all of the assets of Black Gaming, LLC (“Black Gaming”), including its direct and indirect ownership interests in its subsidiaries, for $8,222,222 in cash. The assets acquired by Mesquite Gaming include the CasaBlanca Hotel & Casino and the Virgin River Hotel & Casino, each in Mesquite, Nevada, two golf courses, a bowling center, a gun club, restaurants, and banquet and conference facilities. The transfer of the Black Gaming assets to Mesquite Gaming and the acquisition by AcquisitionCo of the 40% Interest were pursuant to a joint plan of reorganization (the “Plan”) filed by Black Gaming and its subsidiaries with the United States Bankruptcy Court for the District of Nevada (the “Court”) on March 1, 2010, and approved by the Court on June 28, 2010.
The following unaudited pro forma financial information is prepared to reflect the Company’s consolidated balance sheets as of June 30, 2011 as if the acquisition of the 40% Interest had occurred on June 30, 2011, and the results of operations for the six months ended June 30, 2011 and the year ended December 31, 2010 as if the acquisition of the 40% Interest had occurred on January 1, 2010. Due to the fact that the Company does not control, but exercises significant influence over Mesquite Gaming, the Company’s investment in Mesquite Gaming is accounted for using the equity method. The unaudited pro forma financial information has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisition transaction occurred on the date indicated or what may result in the future:
NGA HOLDCO, LLC
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
As of June 30, 2011
| June 30, 2011 | ||||||||||||
| Company Historical | Investment in Mesquite | Pro Forma Adjusted | ||||||||||
| ASSETS |
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| Current Assets: |
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| Cash and cash equivalents |
$ | 498,353 | $ | — | $ | 498,353 | ||||||
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| Total current assets |
498,353 | — | 498,353 | |||||||||
| Investment in Eldorado |
28,816,383 | — | 28,816,383 | |||||||||
| Investment in Mesquite |
— | 8,222,222 | (A) | 8,222,222 | ||||||||
| Due from related party |
5,179,772 | — | 5,179,772 | |||||||||
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| Total Assets |
$ | 34,494,508 | $ | 8,222,222 | $ | 42,716,730 | ||||||
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| LIABILITIES AND MEMBERS’ EQUITY |
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| Current Liabilities: |
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| Accounts payable and accrued liabilities |
$ | 8,546 | $ | — | $ | 8,546 | ||||||
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| Total current liabilities |
8,546 | — | 8,546 | |||||||||
| Due to related party |
2,756,195 | — | 2,756,195 | |||||||||
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| Total Liabilities |
2,764,741 | — | 2,764,741 | |||||||||
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| Members’ Equity: |
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| Class A unit (1 Unit issued and outstanding) |
3,806 | — | 3,806 | |||||||||
| Class B units (9,999 Units issued and outstanding) |
36,322,652 | 8,222,222 | 44,544,874 | |||||||||
| Accumulated deficit |
(4,596,691 | ) | — | (4,596,691 | ) | |||||||
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| Total Members’ equity |
31,729,767 | $ | 8,222,222 | 39,951,989 | ||||||||
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| Total Liabilities & Members’ equity |
$ | 34,494,508 | $ | 8,222,222 | $ | 42,716,730 | ||||||
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| (A) | To reflect the Company’s investment in Mesquite Gaming. |
NGA HOLDCO, LLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2011
| Company Historical | Equity Income on Mesquite Gaming |
Pro Forma Adjusted |
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| Loss: |
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| Equity income on unconsolidated investees |
$ | 744,624 | (A) | $ | 1,093,600 | (B) | $ | 1,838,224 | ||||
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| Total income |
744,624 | 1,093,600 | 1,838,224 | |||||||||
| Expenses: |
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| Legal, licensing, and other expenses |
51,690 | — | 51,690 | |||||||||
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| Net income before income taxes |
692,934 | 1,093,600 | 1,786,534 | |||||||||
| Income tax expense |
— | — | (C) | — | ||||||||
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| Net income |
$ | 692,934 | $ | 1,093,600 | $ | 1,786,534 | ||||||
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| (A) | Historically reported as Equity income on Eldorado. |
| (B) | To reflect the Company’s share of the net income of Mesquite Gaming for the period. |
| (C) | There is no impact to the Company’s income tax expense due to the Company’s full tax valuation allowance. |
NGA HOLDCO, LLC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2010
| Company Historical |
Equity Loss
on Mesquite Gaming |
Pro Forma Adjusted |
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| Loss: |
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| Equity loss on unconsolidated investees |
$ | (1.131,247 | )(A) | $ | (5,719,200 | ) (B) | $ | (6,850,447 | ) | |||
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| Total loss |
(1,131,247 | ) | (5,719,200 | ) | (6,850,447 | ) | ||||||
| Expenses: |
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| Legal, licensing, and other expenses |
611,310 | — | 611,310 | |||||||||
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| Net loss before income taxes |
(1,742,557 | ) | (5,719,200 | ) | (7,461,757 | ) | ||||||
| Income tax expense |
— | — | (C) | — | ||||||||
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| Net loss |
$ | (1,742,557 | ) | $ | (5,719,200 | ) | $ | (7,461,757 | ) | |||
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| (A) | Historically reported as Equity loss on Eldorado. |
| (B) | To reflect the Company’s share of the net loss of Mesquite Gaming for the period. |
| (C) | There is no impact to the Company’s income tax expense due to the Company’s full tax valuation allowance. |