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MTR
Gaming Group Acquires Binion's Horseshoe Hotel & Casino and
Enters into Joint Operating Agreement with
Harrah's
CHESTER,
W.Va.--(BUSINESS WIRE)--03/11/2004--MTR Gaming Group, Inc. (Nasdaq
National Market:MNTG) today announced that its wholly owned
subsidiary, Speakeasy Gaming of Fremont, Inc., completed its
purchase of the assets of Binion's Horseshoe Hotel & Casino in
downtown Las Vegas and entered into a Joint Operating License
Agreement with an affiliate of Harrah's Entertainment, Inc. (NYSE:HET) pursuant to which
Harrah's will serve as the primary day-to-day operator of the
property on an interim basis.
The purchase
price of the property is $20 million, free and clear of all debts,
subject to increase by $5 million if, at the termination of the
Joint Operating Agreement, Harrah's has achieved certain operational
milestones. Separately, the Company purchased for $1.8 million a
parcel previously ground leased for $232,500 per year.
The Joint Operating Agreement will have an
initial term of one year, which Harrah's may extend for up to an
additional two years. During the term of the agreement, MTR will
receive the following payments from Harrah's: (i) $2.4 million for
the initial one-year term; (ii) if Harrah's extends for the second
year, the greater of $4.8 million or 50% of EBITDA; (iii) if
Harrah's extends for another six months, the greater of $2.7 million
or 50% of EBITDA; and (iv) if Harrah's extends for the final
six-month period, the greater of $2.7 million or 50% of EBITDA. MTR
will seek to hire a majority of the approximately 900 employees
displaced by the January closing of the property, but during the
term of the Joint Operating Agreement, Harrah's will be responsible
for all of the property's operating expenses, including payroll and
insurance, approximately $6 million per year in rent for parcels
that are ground leased, and for funding the necessary operating
capital.
While Harrah's will be the day-to-day
operator of the property, the operations and capital expenditures
are subject to certain oversight and review by a joint committee of
the two companies.
Pursuant to an Intellectual
Property License Agreement, Harrah's will retain the rights to
certain intellectual property, including the names "Horseshoe" and
"World Series of Poker," while MTR will retain the right to use the
name "Binion's" in Clark County, Nevada. Harrah's has agreed,
however, to hold the World Series of Poker at the property in 2004
and at least the final two rounds of the tournament in 2005,
irrespective of whether it elects to extend the Joint Operating
Agreement for a second year. Upon termination of the Joint Operating
License Agreement, MTR will take over operation of the property and
will re-brand the property in accordance with the Intellectual
Property License Agreement.
Binion's Horseshoe
Hotel & Casino is located in the heart of downtown Las Vegas,
and generated over $70 million in revenues (unaudited) in 2003. The
property has approximately 80,000 square feet of gaming space, 360
hotel rooms, restaurants, and a rooftop swimming pool.
Edson R. (Ted) Arneault, President and CEO of
MTR Gaming Group, stated, "While our primary external growth
strategy remains the pursuit of racetrack and racino opportunities,
we believe the Binion's transaction complements and enhances our
existing business for a number of reasons:
-- We feel strongly that this is a
property we can manage well after the joint operating agreement ends
as it attracts a similar type of customer as Mountaineer.
-- Binion's is a Las Vegas landmark and
is situated in what we consider to be the best location in
downtown Las Vegas.
-- It will
enable us to leverage our management team and provide critical
mass within the Nevada market, thus improving overall financial
performance.
-- "Binion's" is an
internationally known brand name.
-- We anticipate that the acquisition will be
immediately accretive to EBITDA and earnings per share.
Mr. Arneault continued, "We are pleased to be
working with Harrah's, and are enthusiastic about re-opening the
property on or about April 1st and hosting the 35th Annual World
Series of Poker beginning April 22nd. While our primary growth
strategy continues to be building or acquiring other middle-market
gaming and/or parimutuel businesses, we are very optimistic about
the Binion's opportunity and look forward to reporting on its
developments. Apart from the business opportunity, we are proud to
be part of a transaction that reemploys so many people and restores
an important landmark. We wish to express our appreciation to the
City of Las Vegas, the Nevada State Gaming Control Board and Nevada
State Gaming Commission whose expedited consideration allowed the
transaction to proceed.
Reconciliation of Non-GAAP Measures to GAAP - EBITDA or
earnings before interest, taxes, depreciation and amortization is
not a measure of performance or liquidity calculated in accordance
with generally accepted accounting principles ("GAAP"), is unaudited
and should not be considered an alternative to, or more meaningful
than, net income or income from operations, as an indicator of our
operating performance, or cash flows from operating activities, as a
measure of liquidity. We have included EBITDA in our discussion
because it is a widely used measure of performance and basis for
valuation of companies in our industry. Uses of our cash flows that
are not reflected in EBITDA include capital expenditures (which may
be significant), interest payments, income taxes, and debt principal
repayments. Moreover, other companies that provide EBITDA
information may calculate and define EBITDA differently than we
do.
About MTR Gaming Group
MTR
Gaming Group, Inc., through subsidiaries, owns and operates the
Mountaineer Race Track & Gaming Resort in Chester, West
Virginia; Scioto Downs in Columbus, Ohio; the Ramada Inn and
Speedway Casino in North Las Vegas, Nevada; Binion's Horseshoe Hotel
& Casino in Las Vegas, Nevada, which the Company operates
jointly with Harrah's; and holds a license to build Presque Isle
Downs, a thoroughbred racetrack with pari-mutuel racing in Erie,
Pennsylvania. The Mountaineer facility, the Company's primary source
of revenues, currently encompasses a thoroughbred racetrack with
off-track betting and export simulcasting, 3,200 slot machines, 359
hotel rooms, golf course, spa & fitness center, theater and
events center, convention center and fine dining and entertainment.
MTR is included on the Russell 2000(R) and Russell(R) 3000 Indexes.
For more information, please visit
www.mtrgaming.com.
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