MNTG Mtr Gaming Grp., Inc. (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date earliest event reported):  August 8, 2014

MTR GAMING GROUP, INC.

(exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

STATE ROUTE 2 SOUTH, P.O. BOX 356, CHESTER, WEST VIRGINIA

(Address of principal executive offices)

26034

(Zip Code)

Registrant’s Telephone Number, Including Area Code:  (304) 387-8000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.         Results of Operations and Financial Condition.

On August 8, 2014, MTR Gaming Group, Inc. (the “Registrant”) issued a press release announcing its unaudited financial results for the three and six months ended June 30, 2014.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.         Financial Statements and Exhibits.

(d)       Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

2

Exhibit 99.1

FOR IMMEDIATE RELEASE

MTR GAMING GROUP REPORTS SECOND QUARTER 2014 RESULTS

CHESTER, WV — August 8, 2014 — MTR Gaming Group, Inc. (NasdaqGS: MNTG) today announced financial results for the second quarter and six months ended June 30, 2014.

Second Quarter 2014 Results

For the second quarter of 2014, the Company’s total net revenues were $124.9 million, a decrease of 4.9% compared to $131.4 million in the same period of 2013.  Adjusted EBITDA in the second quarter of 2014 was $25.6 million, a decrease of 7.0% from the prior-year period, and adjusted EBITDA margin was 20.5%, a decrease of 40 basis points from the prior-year period.

“Our second quarter results were once again affected by a challenging regional operating environment,” said Joseph L. Billhimer, President and Chief Operating Officer of MTR Gaming Group, Inc.  “We were pleased with the continued strong performance of our Scioto Downs gaming facility, which has been a stellar performer since its opening in mid-2012 despite the increase in competition since that time.  Our Mountaineer and Presque Isle Downs operations were affected in the second quarter by another round of increased competition from Ohio’s expanding gaming market.  Looking ahead, our management teams remain focused on our core fundamental day-to-day operations as we evaluate the changing competitive environment in each of our markets and prepare for one more round of competitors opening in our region.”

The Company reported a net loss of $1.2 million for the second quarter of 2014, or $0.04 per diluted share, compared to net income of $2.4 million, or $0.08 per diluted share, in the same period of 2013.  Excluding $0.4 million in strategic transaction costs associated with MTR Gaming’s impending merger with Eldorado HoldCo LLC (“Eldorado”), the net loss in the second quarter of 2014 would have been $0.8 million, or $0.03 per diluted share.

Net revenues at Scioto Downs increased 2.3% to $38.4 million in the second quarter of 2014 compared to $37.6 million in the second quarter of 2013.  The property saw adjusted EBITDA increase to $13.0 million from $12.6 million in the comparable quarter of 2013, while the adjusted EBITDA margin at Scioto Downs increased to 33.8% compared to 33.6% in the prior-year quarter despite an increase in the amounts contributed to purses for racing by 1.5%.

Net revenues at Mountaineer Casino, Racetrack & Resort decreased 5.7% to $48.8 million in the second quarter of 2014 compared to $51.7 million in the second quarter of 2013.  Revenues from slots and table games decreased by $2.1 million and $0.6 million,

respectively, compared to the same quarter of 2013.  The property saw adjusted EBITDA decrease to $8.8 million from $9.9 million in the comparable quarter of 2013, while the adjusted EBITDA margin at Mountaineer decreased to 18.0% compared to 19.1% in the prior-year quarter.

Net revenues at Presque Isle Downs & Casino decreased 10.4% to $37.7 million in the second quarter of 2014 compared to $42.1 million in the second quarter of 2013.  Revenues from slots and table games decreased by $3.9 million and $0.4 million, respectively, compared to the same quarter of 2013.  The property generated adjusted EBITDA of $5.9 million compared to $7.4 million in the same quarter of 2013, while the adjusted EBITDA margin decreased to 15.5% compared to 17.6% in the prior-year quarter.

The decrease in the Company’s net revenues and adjusted EBITDA for the second quarter of 2014 was primarily attributable to additional gaming competition from Ohio, as well as continued competitive pressure from existing casinos in that market.

Corporate overhead costs totaled $2.1 million during the second quarter of 2014, exclusive of $0.4 million in costs associated with strategic initiatives, compared to $2.4 million in the prior-year period.

Six Month Results

For the first half of 2014, MTR’s total net revenues decreased 5.7% to $239.7 million from $254.1 million in the first half of 2013.  Adjusted EBITDA of $46.1 million decreased 12.2% from $52.4 million in the same period last year.  The 2014 year-to-date net loss was $7.4 million, or $0.26 per diluted share, compared to net income of $1.6 million, or $0.06 per diluted share, in the prior-year period.  Excluding $0.9 million in strategic transaction costs associated with MTR Gaming’s impending merger with Eldorado, the net loss in the first half of 2014 would have been $6.5 million, or $0.23 per diluted share.

See attached tables, including a reconciliation of net loss, a GAAP financial measure, to adjusted EBITDA, as well as the calculation of adjusted EBITDA margin, each of which are non-GAAP financial measures.

Balance Sheet and Liquidity

As of June 30, 2014, MTR had $104.7 million in cash and cash equivalents, $7.9 million in restricted cash and $559.9 million in total debt, net of discount.  In addition, the Company has $20 million available for borrowing under its revolving credit facility.

MTR Gaming-Eldorado Merger Developments

The Company’s previously announced strategic business combination with Eldorado pursuant to which the Company and Eldorado will become wholly-owned subsidiaries of Eclair Holdings Company (“ERI”), which will be renamed “Eldorado Resorts, Inc.”, remains subject to certain conditions and approvals, including regulatory approvals from gaming regulators in Pennsylvania, registration and listing of ERI shares and customary

closing conditions.  The proposed combination has been approved by MTR stockholders and gaming regulators in West Virginia, Nevada, Louisiana and Ohio.  The transaction is expected to close in the third quarter of 2014.  For more information about these milestones and other conditions and approvals required, please see the Registration Statement on Form S-4 and applicable amendments (File No. 333-192086) filed by Eclair Holdings Company with the Securities and Exchange Commission, as well as other relevant documents concerning the proposed combination.

Reconciliation of GAAP Measures to Non-GAAP Measures

Adjusted EBITDA represents earnings (losses) before interest expense (income), income taxes, depreciation and amortization, gain (loss) on the sale or disposal of property, other regulatory gaming assessment costs, loss on asset impairment, project-opening costs, strategic transaction costs, loss on debt modification and extinguishments and equity in loss of unconsolidated joint venture, to the extent that such items existed in the periods presented.  Adjusted EBITDA margin represents the calculation of adjusted EBITDA divided by net revenues. Adjusted EBITDA and adjusted EBITDA margin are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”), are unaudited and should not be considered as an alternative to, or more meaningful than, net income (loss) or operating margin as indicators of our operating performance, or cash flows from operating activities, as a measure of liquidity. Adjusted EBITDA and adjusted EBITDA margin have been presented as supplemental disclosures because they are widely used measures of performance and basis’ for valuation of companies in our industry. Management of the Company uses adjusted EBITDA and adjusted EBITDA margin as primary measures of the Company’s operating performance and as components in evaluating the performance of operating personnel.  Uses of cash flows that are not reflected in adjusted EBITDA include capital expenditures, interest payments, income taxes, debt principal repayments, and certain regulatory gaming assessments which can be significant. Moreover, other companies that provide EBITDA and/or adjusted EBITDA information may calculate EBITDA and/or adjusted EBITDA differently than we do. A reconciliation of GAAP net income (loss) to adjusted EBITDA, as well as the calculation of adjusted EBITDA margin, is included in the financial tables accompanying this release.

Conference Call

Management will conduct a conference call focusing on the financial results today at 9:00 a.m. EDT.  Interested parties may participate in the call by dialing (888) 417-8465.  Please call in 10 minutes before the call is scheduled to begin and ask for the MTR Gaming call (conference ID # 5599888).

The conference call will be webcast live via the Investor Relations section of the Company’s website at www.mtrgaming.com.  To listen to the live webcast please go to the website at least 15 minutes early to register, download and install any necessary audio software.  If you are unable to listen live, the conference call will be archived on the Investor Relations section of the Company’s website.

A replay of the call will be available two hours following the end of the call through midnight EDT on Friday, August 15, 2014 at www.mtrgaming.com and by telephone at (877) 870-5176; passcode 5599888.

About MTR Gaming Group, Inc.

MTR Gaming Group, Inc. is a hospitality and gaming company that through subsidiaries owns and operates Mountaineer Casino, Racetrack & Resort in Chester, West Virginia; Presque Isle Downs & Casino in Erie, Pennsylvania; and Scioto Downs in Columbus, Ohio. For more information, please visit www.mtrgaming.com

Forward-Looking Statements

Except for historical information, this press release contains forward-looking statements concerning, among other things the prospects for improving the results of our operations at Mountaineer, Presque Isle Downs and Scioto Downs, including the successful operation of video lottery terminals at Scioto Downs. Such statements are subject to a number of risks and uncertainties that could cause the statements made to be incorrect and/or for actual results to differ materially. Those risks and uncertainties include, but are not limited to, the impact of new competition for Mountaineer, Presque Isle Downs and Scioto Downs (including casino gaming and video lottery terminals in Ohio), the successful integration and operation of video lottery terminals at Scioto Downs, the effectiveness of our marketing programs, the enactment of future gaming legislation in the jurisdictions in which we operate, changes in, or failure to comply with, laws, regulations or the conditions of our gaming licenses, accounting standards or environmental laws, including adverse changes in the gaming tax rates that the Company currently pays in its various jurisdictions, general economic conditions, disruption (occasioned by weather conditions or work stoppages) of our operations, our ability to maintain or improve our operating margins, our continued suitability to hold and obtain renewals of our gaming and racing licenses, our ability to fulfill our obligations and comply with the covenants associated with our various debt instruments and/or our ability to obtain additional debt and/or equity financing, if and when needed, the impact of our announced combination with Eldorado, and other factors described in the Company’s periodic reports filed with the Securities and Exchange Commission.  The Company does not intend to update publicly any forward-looking statements, except as may be required by law. The cautionary advice in this paragraph is permitted by the Private Securities Litigation Reform Act of 1995.

For Additional Information, Please Contact:

MTR Gaming Group, Inc.

www.mtrgaming.com

John W. Bittner, Jr.

Executive Vice President and Chief Financial Officer

(724) 933-8122

Jbittner@mtrgaming.com

MTR GAMING GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share amounts)

(unaudited)

MTR GAMING GROUP, INC.

SELECTED FINANCIAL INFORMATION

(dollars in thousands)

(unaudited)

The following tables set forth a reconciliation of income (loss) from continuing operations and income (loss) from discontinued operations, GAAP financial measures, to Adjusted EBITDA, as well as the calculation of Adjusted EBITDA margin, non-GAAP financial measures.

MTR GAMING GROUP, INC.

SELECTED FINANCIAL INFORMATION (continued)

(dollars in thousands)

(unaudited)

MTR GAMING GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

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