UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period to

Commission File No. 0-52734

NGA HOLDCO, LLC

(Exact name of registrant as specified in its charter)



Nevada		20-8349236
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

21 Waterway Avenue, Suite 150

The Woodlands, TX 77380

(Address of principal executive offices)

Telephone: (713) 559-7400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	(Do not check if a smaller ¨ reporting company)	Smaller reporting company	ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

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NGA HOLDCO, LLC

FORM 10-Q

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):	3
	Forward-Looking Statements
Item 1.	Consolidated Financial Statements (Unaudited):	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1413
Item 4.	Controls and Procedures	1413
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1514
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1514
Item 3.	Defaults Upon Senior Securities	1514
Item 4.	Mine Safety Disclosures	1514
Item 5.	Other Information	1514
Item 6.	Exhibits	1514
SIGNATURES		1514

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Forward-Looking Statements

In addition to historical information, this Form 10-Q contains forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from those contained in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the Notes to Consolidated Financial Statements of NGA Holdco, LLC set forth in the section entitled “Consolidated Financial Statements.” When used in this report, the words “expects,” “intends,” “anticipates,” “should,” “believes,” “will,” “plans,” “estimates,” “may,” “seeks,” and similar expressions are generally intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to the forward-looking statements after the date of this document. You should carefully review the information described in this 10-Q and the previously filed Form 10-K for the year ended February 28, 2014, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

NGA HOLDCO, LLC

CONSOLIDATED BALANCE SHEETS

	August 31, 2014			February 28, 2014
	November 30, 2014			February 28, 2014
	(Unaudited)
ASSETS
Current assets, consisting of cash	$	24,~~440~~046,~~115~~003		$	1,683,837
Other assets:
Investment in Eldorado	25,521,584			25,496,573
Marketable securities, Eldorado Resorts, Inc.	16,686,022			—
Investment in Mesquite	5,148,022			4,244,222
Investment in unconsolidated equity method investees	4,065,222			29,740,795
Note receivable, Mesquite	14,000,000			14,000,000
Due from the Newport Funds	5,179,772			5,179,772
	$	5243,~~289~~977,~~493~~019		$	50,604,404
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Income taxes payable	$	~~500~~161,~~625~~601		$	163,241
Accounts payable and accrued expenses	518,~~851~~986			810
	506,476			164,051
	180,587			164,051
Due to the Newport Funds	3,~~590~~631,~~828~~663			3,450,793
	4,097,304			3,614,844
	3,812,250			3,614,844
Members’ equity:
Class A unit (1 Unit issued and outstanding)	3,806			3,806
Class B units (9,999 Units issued and outstanding)	57,544,874			57,544,874
Accumulated equity in other comprehensive income of unconsolidated investees	282,966			—
Accumulated other comprehensive loss	(7,051,088		)	—
Accumulated deficit	(910,~~639~~332,~~457~~823		)	(10,559,120		)
	48,192,189			46,989,560
	40,164,769			46,989,560
	$	5243,~~289~~977,~~493~~019		$	50,604,404

See notes to consolidated financial statements.

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NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended						~~Six~~Nine Months Ended
	August 31,						August 31,
	November 30,						November 30,
	2014			2013			2014			2013
Interest income	$	~~250~~255,~~445~~889		$	—193,277		$	~~487~~743,~~278~~167		$	—193,277
Equity in net income of unconsolidated investees	760,872			2,525,486			1,216,721			4,150,889
Equity in net income (loss) of unconsolidated investees	(1,234,308		)	(1,340,680		)	(17,587		)	2,935,764
Professional fees and other expenses	(3953,~~737~~971		)	(3959,~~848~~435		)	(~~145~~199,~~076~~047		)	(~~114~~173,~~246~~681		)
Income before income taxes	971,580			2,485,638			1,558,923			4,036,643
Income (loss) before income taxes	(1,032,390		)	(1,206,838		)	526,533			2,955,360
Income taxes	~~(198~~339,~~451~~024		)	—			~~(337~~1,~~384~~640		)	—
Net income	773,129			2,485,638			1,221,539			4,036,643
Net income (loss)	(693,366		)	(1,206,838		)	528,173			2,955,360
Equity in other comprehensive loss of unconsolidated investee	(188,~~910~~148		)	—			(1827,~~910~~058		)	—
Comprehensive income	$	754,219		$	2,485,638		$	1,202,629		$	4,036,643
Reversal of comprehensive income of unconsolidated investee previously accounted for using the equity method	(274,818		)	—			(274,818		)	—
Unrealized loss on available-for-sale securities	(7,051,088		)	—			(7,051,088		)	—
Comprehensive income (loss)	$	(8,027,420	)	$	(1,206,838	)	$	(6,824,791	)	$	2,955,360

See notes to consolidated financial statements.

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NGA HOLDCO, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended
	Nine Months Ended
	August 31,
	November 30,
	2014			2013
Operating activities:
Net income	$	1528,~~221,539~~173		$	42,~~036~~955,~~643~~360
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net (income) loss of Eldorado	(43,921		)	(1,291,289		)
Equity in net income of unconsolidated equity method investees	17,587			(2,935,764		)
Equity in net income of Mesquite	(1,172,800		)	(2,859,600		)
Increase (decrease) in accounts payable and accrued expenses	18,176			(3,455		)
Increase (decrease) in accounts payable and accrued expenses	5,041			(9,761		)
Decrease in income taxes payable	(1,640		)	—
Increase in income taxes payable	337,384			—
Net cash provided by operating activities	562,296			16,141
Net cash provided by (used in) operating activities	347,243			(124,007		)
Investing activities:
Loan to Mesquite	—			(14,000,000		)
Distributions received from equity investment in Eldorado				546,852
Proceeds from sale of investment in Tamarack Crossing, LLC	1,350,000			—
Distributions received from equity investment in Mesquite	269,000			—
Distributions received from equity method investees	269,000			904,606
Net cash provided by (used in) investing activities	~~269~~1,619,000			(13,~~453~~095,~~148~~394		)
Financing activities:
Capital contributions	—			13,000,000
Advances received from the Newport Funds	~~140~~180,~~035~~870			~~124~~177,~~007~~136
Net cash provided by financing activities	~~140~~180,~~035~~870			13,~~124~~177,~~007~~136
Net increase (decrease) in cash	756,278			(453,148		)
Net increase in cash	2,362,166			97,883
Cash, beginning of period	1,683,837			1,330,211
Cash, end of period	$	24,~~440~~046,~~115~~003		$	~~877~~1,~~063~~428,094

See notes to consolidated financial statements.

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NGA HOLDCO, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

Business activities

NGA HoldCo, LLC, a Nevada limited liability company (“NGA”), was formed on January 8, 2007 at the direction of Newport Global Opportunities Fund LP, a Delaware limited partnership (“NGOF”) and an affiliate of Newport Global Advisors LP, a Delaware limited partnership (“Newport”). NGA was formed for the primary purpose of holding equity, directly or indirectly through its subsidiaries, in one or more entities related to the gaming industry. ~~The~~NGA ~~Company~~ has two wholly owned subsidiaries, NGA Blocker, LLC, a Nevada limited liability company (“Blocker”), and NGA AcquisitionCo, LLC, a Nevada limited liability company owned indirectly through Blocker (“AcquisitionCo”), each of which was formed on January 8, 2007 (collectively with NGA, the “Company”).

The Company has had no revenue generating business since inception. ~~During~~The ~~the period covered by this report, the~~ Company's business plan ~~consisted~~consists primarily of gaming industry related investments including its holding, through AcquisitionCo, of a ~~17.0359~~40% equity interest (the “~~Eldorado~~Mesquite Interest”) in ~~Eldorado~~Mesquite ~~Holdco~~Gaming LLC, a Nevada limited liability company (“~~Eldorado~~Mesquite”), a loan to Mesquite, and aownership 40of publicly traded shares of Eldorado Resorts, Inc. ("ERI," formerly known as Eclair Holdings Company) common stock, $0.00001 par value, representing an approximate 8.6% ownership interest in ERI (the "ERI shares"). The Company's 17.0359% equity interest (the ~~“Mesquite~~"Eldorado Interest”") in ~~Mesquite~~Eldorado ~~Gaming~~Holdco, LLC, a Nevada limited liability company (~~“Mesquite”~~"Eldorado"). ~~The~~and the ~~Eldorado~~Mesquite Interest ~~was~~were effectively acquired on December 14, 2007 and August 1, 2011, respectively. On September 19, 2014, upon consummation of a merger between MTR Gaming, Inc. ("MTR") and Eldorado (the “"Eldorado ~~Acquisition”~~Merger"), and in ~~exchange~~accordance ~~for~~with ~~certain~~an ~~first~~Agreement ~~mortgage~~and ~~bonds~~Plan of Merger, dated as of September 9, 2013, as amended on November 18, 2013, February 13, 2014 and ~~preferred~~May 13, ~~equity~~2014, ~~interests~~by and among MTR, Eldorado, ERI and certain affiliates of ERI and Eldorado (the “~~Eldorado-Shreveport~~Merger ~~Investments~~Agreement”), ~~valued~~4,040,440 atshares ~~$38~~of ERI common stock,~~314~~ including post-closing adjustments (Note 10),~~863~~ were received by the Company in exchange for the Eldorado Interest. The Mesquite Interest was acquired August 1, 2011 (the “Mesquite Acquisition”), in exchange for $8,222,222 in cash, of which $7,222,222 and $1,000,000 were contributed to the Company by NGOF and Newport Global Credit Fund (“NGCF,” and collectively with NGOF, the “Newport Funds”), respectively.

~~Except~~As asa ~~otherwise~~result ~~indicated,~~of the ~~discussions~~Eldorado Merger, ~~information~~ERI owns and ~~amounts~~operates ~~contained~~(1) inthe ~~this~~Eldorado ~~report~~Hotel & ~~which~~Casino ~~pertain~~located toin Reno, Nevada, (2) the Eldorado ~~are~~Resort ~~reported~~Casino asShreveport oflocated ~~and/or~~in ~~for~~Shreveport, ~~Eldorado's~~Louisiana, ~~three~~(3) Scioto Downs Racino located in Columbus, OH, (4) Mountaineer Casino Racetrack & Resort located in Chester, WV, and ~~six~~(5) ~~months~~Presque ~~ended~~Isle ~~June~~Downs 30& Casino located in Erie, ~~2014~~PA, and ~~2013~~owns oran asapproximate of96% interest in an entity which owns a 50% interest in a joint venture that owns and~~/or~~ ~~for~~operates the ~~Company's~~Silver ~~three~~Legacy ~~and~~Resort Casino (which is seamlessly connected to the Eldorado Hotel & Casino). The six ~~months~~properties ~~ended~~contain ~~August~~a 31combined 3,300 ~~2014~~hotel rooms, 280 table games, 32 restaurants, and ~~2013~~approximately 10,000 asslot ~~applicable.~~machines and video lottery terminals.

OnEldorado ~~September~~previously ~~19,~~owned ~~2014 ("Effective Date"), upon consummation of~~ a ~~merger~~21.25% ~~between~~interest ~~MTR~~in ~~Gaming~~Tamarack Crossing, ~~Inc.~~LLC ("~~MTR~~Tamarack") ~~and~~that ~~Eldorado~~owns ~~(the "Eldorado Merger"),~~ and inoperates ~~accordance~~Tamarack ~~with~~Junction, ana ~~Agreement~~casino ~~and~~in ~~Plan~~south ofReno. ~~Merger,~~On ~~dated as of~~ September 9, ~~2013~~1, ~~as amended on November 18~~2014, ~~2013, February 13, 2014~~ and ~~May 13,~~as ~~2014,~~a bycondition ~~and~~to ~~among~~closing ~~MTR,~~the Eldorado Merger, Eldorado ~~Resorts,~~distributed ~~Inc.~~on ~~("ERI,"~~ a ~~Nevada~~pro-rata ~~corporation~~basis ~~formerly~~to ~~known~~its asmembers ~~Eclair Holdings Company) and certain affiliates of ERI and Eldorado~~ (~~the~~including ~~“Merger Agreement”),~~ the Company) ~~previous~~its ~~Eldorado~~equity ~~Interest~~interest ~~was~~in ~~converted to 3,978,573 shares of common stock, $0~~Tamarack.~~00001~~ ~~par~~The ~~value,~~Company ~~representing~~contemporaneously ansold ~~approximate~~its ~~8.6%~~equity ~~ownership~~ interest in ~~ERI~~Tamarack ~~(the "ERI shares") in exchange~~ for ~~the Eldorado Interest. Subsequent to the consummation of the Eldorado Merger~~$1,350,000, the ~~Company's~~estimated ~~business~~fair ~~plan~~value ~~consists primarily~~ of ~~its holding, through AcquisitionCo, of~~ the ~~ERI shares and the Mesquite Interest. See Note 10, "Subsequent Events~~ in-kind ~~Eldorado Transaction," below~~distribution.

~~Prior~~Mesquite tois ~~the~~engaged ~~Eldorado~~in ~~Merger, Eldorado owned entities that own and operate~~ the ~~Eldorado~~casino ~~Hotel &~~resort ~~Casino~~industry ~~located~~ in ~~Reno~~Mesquite, Nevada ~~and the Eldorado Resort Casino Shreveport located in Shreveport, Louisiana. Eldorado also owned,~~ through a wholly owned ~~subsidiary,~~subsidiaries ~~an approximate 21% interest ("the "Tamarack Interest") in a joint venture~~ that ~~owns~~own and ~~operates~~operate Tamarack Junction Casino & Restaurant, a small casino located in Reno, Nevada. In addition, Eldorado owned an approximate 96% interest in Eldorado Limited Liability Company, a Nevada limited liability company and subsidiary of Eldorado ("ELLC")which owns a 50% interest in a joint venture (the ~~"Silver~~CasaBlanca ~~Legacy Joint Venture") that owns and operates the Silver Legacy~~ Resort /Casino/Golf/Spa, ~~(which is seamlessly connected to~~ the ~~Eldorado~~Virgin ~~Hotel &~~River Hotel/Casino~~). Eldorado's Tamarack Interest was disposed of in connection with the consummation of the Eldorado Merger. Also in connection with the consummation of the Eldorado Merger~~/Bingo, ~~ELLC,~~ ~~ERI,~~two ~~Eldorado~~championship ~~Resorts~~golf ~~LLC ("Resorts~~courses," a ~~Nevada~~full-service ~~corporation~~spa, ~~which became~~ a ~~subsidiary~~bowling ~~of ERI upon consummation of the Eldorado Merger)~~center, ~~entered into~~ a ~~Retained~~gun ~~Interest Agreement~~club, ~~as contemplated by the Merger Agreement~~restaurants, ~~with~~and ~~Recreational~~banquet ~~Enterprises, Inc. ("REI")~~ and ~~Hotel-Casino~~conference ~~Management, Inc~~facilities. Mesquite ~~("HCM"),~~also ~~the minority owners of ELLC. Subsequent to the Eldorado Merger, ERI~~ owns ~~(directly~~real orestate ~~indirectly)~~on ~~and~~which ~~operates~~another ~~five~~hotel ~~properties including the Eldorado Hotel~~ & ~~Casino,~~casino ~~the~~was ~~Eldorado Resort Casino Shreveport, Scioto Downs Racino~~ located inprior ~~Columbus,~~to ~~OH,~~its ~~Mountaineer~~demolition ~~Casino Racetrack & Resort located~~ in ~~Chester, WV, and Presque Isle Downs & Casino located in Erie, PA~~2013. In addition, ERI also owns a 50% interest in the Silver Legacy Resort Casino (a 50/50 joint venture with MGM Resorts International), The six properties contain a combined 3,300 hotel rooms, 280 table games, 32 restaurants, and approximately 10,000 slot machines and video lottery terminals.

~~Mesquite~~The isCompany ~~engaged~~has inno ~~the~~current ~~casino~~plans resort industry in Mesquite, Nevada through wholly owned subsidiaries that own and operate the CasaBlanca Resort/Casino/Golf/Spa, the Virgin River Hotel/Casino/Bingo, two championship golf courses, a full-service spa, a bowling center, a gun club, restaurants, and banquet and conference facilities. Mesquite also owns real estate on which the Oasis Resort & Casino was located prior to ~~its~~acquire ~~demolition,~~any ~~which~~equity ~~was~~interest ~~substantially~~in ~~completed~~another ~~by August 31, 2013~~entity.

Formed in 2005, Newport is a Texas-based investment management firm focused on alternative fixed income strategies. The firm concentrates primarily on the stressed and distressed opportunities within the high yield debt and bank loan markets but may also include the acquisition and disposition of other types of corporate securities and claims. Newport has 10 employees, with its primary office in The Woodlands, TX. Newport’s principals include Timothy T. Janszen, CEO, Ryan Langdon, Senior Managing Director, and Roger A. May, Senior Managing Director. Collectively, the principals have over 40 years of experience investing in the high yield and distressed debt markets. Newport is registered with the Securities and Exchange Commission (the "Commission") as an investment adviser under the Investment Advisers Act of 1940, as amended. Newport is investment manager of the Newport Funds, private investment funds which seek attractive long-term risk adjusted returns by capitalizing on investments in the distressed debt markets and possibly control-oriented investments. The Newport Funds began investing in 2006.

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The Company holds no equity interests other than the equity interest in ERI evidenced by the ERI shares acquired in exchange for the Eldorado Interest and the Mesquite Interest, along with any indirect interests it may, from time to time, hold in other entities by virtue of its equity interests in ERI and Mesquite. The Company has no current plans to acquire any equity interest in another entity.

Formed in 2005, Newport is a Texas-based investment management firm focused on alternative fixed income strategies. The firm concentrates primarily on the stressed and distressed opportunities within the high yield debt and bank loan markets but may also include the acquisition and disposition of other types of corporate securities and claims. Newport has 10 employees, with its primary office in The Woodlands, TX. Newport’s principals include Timothy T. Janszen, CEO, Ryan Langdon, Senior Managing Director, and Roger A. May, Senior Managing Director. Collectively, the principals have over 35 years of experience investing in the high yield and distressed debt markets. Newport is registered with the Securities and Exchange Commission (the "Commission") as an investment adviser under the Investment Advisers Act of 1940, as amended. Newport is investment manager of the Newport Funds, private investment funds which seek attractive long-term risk adjusted returns by capitalizing on investments in the distressed debt markets and possibly control-oriented investments. The Newport Funds began investing in 2006.

Concentrations and economic uncertainties

The Company is, and expects to continue to be, economically dependent upon relatively few investments in the gaming industry. The ~~United~~gaming ~~States~~industry ~~recently~~in ~~experienced a recession accompanied by~~general, ~~among~~including ~~other things, weakness in~~ the ~~commercial~~markets ~~and investment banking systems resulting~~ in ~~reduced~~which ~~credit~~the ~~and~~Company's ~~capital~~investments ~~financing availability~~operate, ~~and~~have ~~highly~~not ~~curtailed~~fully ~~gaming,~~recovered ~~other~~from ~~recreational,~~the ~~construction~~most ~~and~~recent ~~real~~economic ~~estate~~recession ~~market activities~~ and, ~~general discretionary consumer spending. Although capital market activity and liquidity are reported~~ to ~~have~~varying ~~improved of late~~degrees, the ~~recovery~~continuing ~~from~~economic ~~this~~weakness ~~recessionary period is fragile and there can be no assurance~~ that ~~the Company’s business, which~~ has ~~been~~curtailed ~~severely~~consumer ~~affected by the downturn~~spending, ~~will~~particularly ~~fully~~for ~~recover~~gaming toand ~~pre-recession~~other ~~levels~~recreational activities. In addition, the Company carries cash on deposit with financial institutions substantially in excess of federally-insured limits. However, the extent of any loss that might be incurred as a result of uninsured deposits in the event of a future failure of a bank or other financial institutions, if any, is not subject to estimate at this time.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Accounting and Presentation

The consolidated financial statements of the Company ~~prepares~~include the accounts of NGA and its wholly-owned subsidiaries. The interim financial statements onpresented herein have been prepared by the ~~accrual~~Company, ~~basis~~without audit, pursuant to the rules and regulations of ~~accounting~~the United States Securities and Exchange Commission (the “Commission”) applicable to interim financial information. Certain information and disclosures normally included in ~~conformity~~the annual financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations. In the opinion of ~~America~~management, all adjustments necessary for a fair presentation of the results for the interim periods have been made (~~GAAP~~consisting of normal recurring adjustments). Results ~~The~~of ~~consolidated~~operations ~~financial~~for ~~statements~~the ~~include~~current ~~the~~interim ~~accounts~~periods are not necessarily indicative of ~~NGA~~results ~~and~~to ~~its~~be ~~wholly~~expected ~~owned~~for ~~subsidiaries.~~the full fiscal year. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Until~~The ~~September 19, 2014 (Note 10), the~~ Company's ~~investments~~investment in Mesquite ~~and~~is ~~Eldorado (Notes 4 and 5) were~~ accounted for using the equity method of accounting. ~~Accordingly,~~as ~~for~~was ~~all~~its ~~periods~~investment ~~presented~~ in ~~this~~Eldorado ~~report,~~until the ~~Company~~Eldorado ~~measures~~Merger ~~all~~on ofSeptember ~~its~~19, ~~assets~~2014. ~~and~~Commencing ~~liabilities~~September on19, 2014, the ~~historical~~ERI ~~cost~~shares ~~basis~~received ofin ~~accounting~~the ~~except~~Eldorado asMerger ~~required by GAAP. Such assets~~ are ~~evaluated~~classified, ~~at least annually (~~and ~~more~~accounted ~~frequently~~for, ~~when~~as ~~circumstances~~available-for-sale ~~warrant)~~securities toand ~~determine~~are ifcarried ~~events~~at orestimated ~~changes~~fair ~~in circumstances indicate that the carrying~~ value ~~may~~based ~~not~~on betrading ~~recoverable.~~activity ~~Examples~~(Level of1 ~~such~~inputs ~~events~~as ordefined ~~changes~~by inGAAP). Realized ~~circumstances~~gains ~~that~~and ~~might~~losses ~~indicate~~(if ~~impairment~~any) ~~testing~~on isthe ~~warranted~~ERI ~~might~~shares ~~include~~are anincluded ~~adverse change~~ in ~~the~~net ~~legal~~income, ~~regulatory~~while orunrealized ~~business~~gains ~~climate~~and ~~relative~~losses toare ~~gaming~~included ~~nationally or~~ in the ~~jurisdictions in which the~~ Company’'s ~~investees~~consolidated ~~operate,~~statements ~~or a significant long-term decline in historical or forecasted earnings or cash flows~~ of ~~the~~operations ~~investee or the fair value of its property or business, possibly~~ as a ~~result~~component of ~~competitive or~~ other ~~economic~~comprehensive ~~or political factors~~income. The InCompany ~~evaluating~~recognizes ~~whether~~equity ~~a loss~~ in ~~value is other than temporary,~~ the ~~Company~~net ~~considers:~~income (1loss) ~~the~~ ~~length of time~~ and ~~the~~other ~~extent~~comprehensive toincome ~~which~~(loss) ~~the~~of ~~fair~~its ~~value~~unconsolidated orinvestees ~~market~~on ~~value~~a ~~has~~calendar ~~been~~year ~~less~~basis. ~~than~~For ~~cost;~~example, ~~(2)~~ the ~~financial~~Company’s ~~condition~~net ~~and~~income ~~near-term~~for ~~prospects of~~ the ~~investee,~~nine ~~including~~months ~~any~~ended ~~specific~~November ~~events~~30, ~~which~~2014 ~~may~~includes ~~influence~~equity ~~the~~in ~~operations; (3)~~ the ~~Company’s~~net ~~intent~~income ~~and~~of ~~ability~~Mesquite tofor ~~retain~~the ~~its~~nine ~~investments~~months inended ~~the~~September ~~investee~~30, ~~for~~2014 a(through ~~period~~September of18, ~~time~~2014 ~~sufficient~~for toEldorado). Accordingly, ~~allow~~except for ~~any~~the ~~anticipated~~ERI ~~recovery~~shares inand ~~fair~~otherwise ~~value;~~as ~~(4) the~~required ~~condition~~by GAAP and ~~trend~~disclosed ofherein, the ~~economic~~Company ~~cycle;~~measures ~~(5) the~~all ~~investee’s~~of ~~historical~~its assets and ~~forecasted~~liabilities ~~financial~~on ~~performance; (6) trends in~~ the ~~general~~historical ~~market;~~cost ~~and (7) the investee’s capital strength and liquidity~~basis.

InThe ~~determining~~Company's ~~whether~~investments are evaluated at least annually (and more frequently when circumstances warrant) to determine if events or changes in circumstances indicate that the carrying value may not be recoverable. Examples of ~~the~~such ~~Company’s~~events ~~investment~~or changes in ancircumstances ~~investee~~that might indicate impairment testing is ~~less~~warranted ~~than~~might ~~its~~include, ~~estimated~~as ~~fair~~applicable, ~~value~~prolonged periods of the ~~investment~~trading value of available-for-sale securities being less than cost, aan ~~discounted~~adverse ~~cash~~change ~~flow~~in ~~approach~~the tolegal, ~~value~~regulatory isor ~~used~~business ~~and~~climate isrelative ~~based~~to ongaming ~~Level~~nationally 3or ~~inputs~~in asthe ~~defined~~jurisdictions byin ~~GAAP.~~which ~~The~~the Company’s ~~valuation~~investees ~~model~~operate, ~~incorporates~~or ana ~~estimated~~significant ~~weighted~~long-~~average~~term ~~cost~~decline ofin ~~capital~~historical ~~(effectively,~~or aforecasted ~~discount~~earnings ~~rate)~~or ~~and~~cash ~~terminal~~flows of the investee or the fair value ~~multiples~~of ~~that~~its ~~are~~property ~~used~~or bybusiness, ~~market~~possibly ~~participant~~as a result of competitive or other economic or political factors. ~~The~~In ~~estimated~~evaluating ~~weighted-average~~whether ~~cost~~a ofloss ~~capital~~in value is ~~based~~other onthan temporary, the ~~risk~~Company ~~free~~considers: ~~interest~~(1) the ~~rate~~length atof time and the ~~time,~~extent ~~adjusted~~to ~~for~~which ~~specific~~the ~~risk~~fair ~~factors.~~value ~~The~~or ~~Company~~market ~~also~~value ~~considers~~has ~~the~~been ~~metrics~~less ofthan ~~specific~~cost; ~~business~~(2) the ~~transactions~~financial ~~that~~condition ~~may~~and benear-term ~~comparable~~prospects toof ~~varying~~the ~~degrees.~~investee, ~~The~~including ~~weight~~any ~~assigned~~specific toevents ~~these~~which ~~approaches~~may toinfluence ~~value~~the inoperations; (3) the Company’s ~~impairment~~intent ~~evaluation~~and ~~may~~ability ~~vary~~to ~~from~~retain its investments in the investee for a period of time sufficient to ~~period~~allow ~~depending~~for ~~upon~~any ~~evolving~~anticipated ~~events.~~recovery ~~Forecasted~~in ~~prospective~~fair value; (4) the condition and trend of the economic cycle; (5) the investee’s historical and forecasted financial ~~information~~performance; ~~used~~(6) trends in the ~~model~~general ismarket; ~~based~~and on(7) the ~~management~~investee’s ~~excepted~~capital ~~course~~strength and liquidity; and (8) the reaction to changes in markets and specific performance of ~~action.~~the ~~Sensitivity~~Company's ~~analyses~~investments ~~are~~by ~~also~~the ~~performed~~investing public.

In determining whether the carrying value of the Company’s investment in Mesquite is less than its estimated fair value, a discounted cash flow approach to value is used and is based on Level 3 inputs as defined by GAAP. The Company’s valuation model incorporates an estimated weighted-average cost of capital (effectively, a discount rate) and terminal value multiples that are used by market participants. The estimated weighted-average cost of capital is based on the risk free interest rate at the time, adjusted for specific risk factors. The Company also considers the metrics of specific business transactions that may be comparable to varying degrees. The weight assigned to these approaches to value in the Company’s impairment evaluation may vary from period to period depending upon evolving events. Forecasted prospective financial information used in the model is based on management’s expected course of action. Sensitivity analyses are also performed related to key assumptions used, including possible variations in the weighted-average cost of capital and terminal value multiples, among others.

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related to key assumptions used, including possible variations in the weighted-average cost of capital and terminal value multiples, among others.

Equity in the net income (loss) and other comprehensive income (loss) of unconsolidated investees

Through September 19, 2014 (Note 10), the Company recognized equity in the net income (loss) and other comprehensive income (loss) of its unconsolidated investees on a calendar year basis. For example, the Company’s net income for the six months ended August 31, 2014 included equity in the net income of its investees for the investees' six months ended June 30, 2014.

Use of estimates

Timely preparation of financial statements in accordance with the rules and regulations of the Commission requires management to make estimates that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting periods. Actual results could differ from those estimates. Management estimates that the Company will eventually sell its investments ~~in unconsolidated investees~~ following an expected economic recovery at a price sufficient to realize the carrying value of the Company’s assets which estimates are subject to material variation over the next year.

3. Ownership and Management of the Company

Ownership

The Company’s one issued and outstanding Class A Unit, representing all of its voting equity, is held by NGA VoteCo, LLC, a Nevada limited liability company (“VoteCo”). All of the Company’s issued and outstanding Class B Units, representing all of its non-voting equity, are held by NGA No VoteCo, LLC, a Nevada limited liability company (“InvestCo”). At present, the Company has no plans to issue any additional Class A or Class B Units.

VoteCo is owned by Timothy T. Janszen and Ryan L. Langdon, each of whom owns a 42.85% interest, and Roger A. May, who owns a 14.3% interest. Messrs. Janszen, Langdon and May collectively are referred to as the “VoteCo Equityholders." InvestCo is owned by the Newport Funds. Newport holds for the benefit of the Newport Funds all of InvestCo’s issued and outstanding voting securities.

Management

The VoteCo Equityholders, through VoteCo, control all matters of the Company that are subject to the vote of members, including the appointment and removal of managers. Each of the VoteCo Equityholders is a member of the Company’s board of managers, and Mr. Janszen is the Company’s operating manager who has responsibility for the day-to-day management of the Company. The Class B Units issued to InvestCo allow it and its investors to invest in the Company without having any voting power or power to control the operations or affairs of the Company, except as otherwise required by law. If InvestCo and its investors had any of the power to control the operations or affairs of the Company afforded to holders of the Class A Units, they and their respective constituent equityholders would generally be required to be licensed or found suitable under the gaming laws and regulations of the States of Nevada, Louisiana, Ohio, West Virginia and Pennsylvania.

4. ~~Investment~~Marketable inSecurities, Eldorado Resorts, Inc.

OnEffective ~~December 14,~~September ~~2007~~19, ~~the Company~~2014, ~~through~~as ~~AcquisitionCo,~~a ~~effectively~~result ~~acquired~~of the Eldorado ~~Interest~~Merger, bythe ~~transferring~~Company’s ~~the~~previous Eldorado~~-Shreveport~~ ~~Investments~~Interest inwas ~~part~~converted tointo ~~Resorts~~4,040,440 ~~and~~shares ~~the~~of ~~balance~~ERI tocommon ~~Donald~~stock, L$0.00001 ~~Carano~~par ~~(“Carano”)~~value, ~~free~~including ~~and clear of any liens. The Eldorado~~post-~~Shreveport~~closing ~~Investments~~adjustments ~~included~~(Note ~~first~~10), ~~mortgage~~representing ~~bonds~~approximately ~~due~~8.6% ~~2012~~of ~~co-issued~~such byshares ~~Eldorado~~then ~~Casino~~outstanding. ~~Shreveport~~Upon ~~Joint~~conversion, ~~Venture (~~the ~~“Louisiana~~fair ~~Partnership”)~~market ~~and~~value ~~Shreveport~~of ~~Capital~~the ~~Corporation~~ERI shares, abased ~~wholly~~on ~~owned~~current ~~subsidiary~~trading ofactivity, ~~the~~was ~~Louisiana~~less ~~Partnership~~than (the ~~“Mortgage~~carrying ~~Bonds”)~~value ~~and~~of ~~11,000~~the ~~preferred~~Eldorado ~~shares~~Interest ~~issued~~prior byto ~~Shreveport~~the ~~Gaming~~Eldorado ~~Holdings~~Merger, ~~Inc.~~resulting ~~(“SGH”),~~in ~~then~~ a ~~partner~~write down of ~~the~~such ~~Louisiana~~value ~~Partnership,~~and ~~that~~a ischarge ~~not~~to ~~affiliated~~other ~~with~~comprehensive ~~Resorts~~loss orfor ~~the~~an ~~Company.~~unrealized ~~The~~holding ~~original~~loss ~~principal amount~~ of ~~the~~approximately ~~Mortgage Bonds was~~ $~~38,045,363~~6.5 ~~Previously,~~million. inCommencing ~~May~~September ~~2007~~19, ~~NGOF~~2014 ~~contributed~~through ~~the~~November ~~Eldorado-Shreveport~~30, ~~Investments~~2014, toadditional ~~the~~adjustments ~~Company~~to atcarrying ~~the estimated fair~~ value of ~~such~~the ~~investments~~ERI asshares ofbased ~~that~~on ~~date.~~trading ~~Effective~~activity ~~April 1,~~resulted ~~2009,~~in ~~Resorts~~an ~~became~~unrealized aholding ~~wholly~~loss ~~owned subsidiary~~ of ~~Eldorado~~$0.8 ~~when~~million. ~~all~~Through of the ~~members~~date of ~~Resorts,~~this ~~including AcquisitionCo~~filing, ~~exchanged~~the ~~their~~estimated ~~interests~~fair invalue ~~Resorts~~of ~~for~~this ~~identical~~the ~~interests~~ERI incommon ~~Eldorado.~~shares Ofbased ~~the~~on ~~Company’s~~trading ~~17.0359%~~activity ~~Eldorado~~has ~~Interest,~~not ~~14.47%~~changed ~~and~~materially ~~2.5659%~~from ~~interests~~the ~~were~~carrying ~~acquired~~value ~~directly~~as ~~from~~of ~~Resorts~~November ~~and Carano~~30, ~~respectively.~~2014

AsThe aoriginal ~~limited~~cost ~~liability~~of ~~company, Eldorado was generally not subject to federal income taxes during~~ the ~~period that the~~ Company ~~held the Eldorado Interest and its members were required to include their respective shares of Eldorado~~’s ~~taxable~~investment ~~income~~ in ~~their respective income tax returns.~~ Eldorado’s ~~operating~~in ~~agreement~~2007 ~~provided~~(prior ~~that the board of managers would distribute each year~~ to ~~each~~subsequent ~~member~~impairment ancharges ~~amount~~and ~~equal~~equity toin ~~such~~the ~~member’s~~earnings ~~allocable~~(losses) ~~share~~ of ~~taxable income multiplied by~~ the ~~highest~~investee ~~marginal~~through ~~combined~~September ~~federal~~18, ~~state,~~2014) ~~and~~was ~~local~~approximately ~~income~~$38 ~~tax rate applicable to the members for that year~~million.

The following table presents unaudited condensed financial information of Eldorado for the quarter-to-date and year-to-date periods ended September 18, 2014 and for the three and nine months ended September 30, 2013 (in thousands):



	QTD Period Ended September 18, 2014			Three Months Ended September 30, 2013		YTD Period Ended September 18, 2014			Nine Months Ended September 30, 2013
Net operating revenues	$	54,477		$	63,631	$	173,256		$	191,638
Operating income	$	2,449		$	7,092	$	10,814		$	23,617
Net income	$	(751	)	$	3,184	$	(175	)	$	11,819

5. Investment in Mesquite

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WeLLC ~~evaluated~~(known ~~our~~as ~~investment~~the Oasis Resort and Casino prior to its demolition in ~~Eldorado~~2013) ~~for~~and ~~possible~~its ~~impairment~~wholly asowned ofsubsidiaries, ~~August 31~~Oasis Interval Ownership, ~~2014~~LLC, ~~and~~Oasis ~~determined~~Interval ~~that~~Management, noLLC ~~impairment~~and ~~existed~~Oasis Recreational Properties, Inc.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Net operating revenues	$	61,749	$	65,828	$	118,779	$	128,007
Operating income	$	6,775	$	10,500	$	8,327	$	16,525
Net income	$	2,909	$	6,548	$	576	$	8,635

On August 1, 2011, the Company, through AcquisitionCo, acquired the Mesquite Interest in exchange for $8,222,222 in cash that was contributed to the Company by the Newport Funds in July 2011.

The following table presents unaudited condensed financial information of Mesquite for the three and nine months ended September 30, 2014 and 2013 (in thousands):

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2014			2013			2014		2013
Net operating revenues	$	3519,~~516~~925		$	3419,~~886~~231		$	6370,~~093~~733	$	6170,~~704~~775
Operating income	$	6(1,~~640~~732	)	$	5(2,~~728~~539	)	$	83,~~071~~276	$	54,~~947~~160
Net loss	$	3,882		$	3,406		$	2,576	$	1,474
Net income	$	(2,707	)	$	(4,640	)	$	225	$	2,509

See Note 10, "Subsequent Events - Eldorado Transaction," below.

5. Investment in Mesquite

Mesquite is engaged in the hotel casino industry in Mesquite, Nevada through its wholly owned subsidiaries C & HRV, LLC (doing business as Virgin River Hotel/Casino/Bingo) and VRCC, LLC and its wholly owned subsidiaries, 5.47 RBI, LLC and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa), and its wholly owned subsidiary, CasaBlanca Resorts, LLC (known as the Oasis Resort and Casino prior to its demolition which commenced in May 2013 and was substantially completed in August 2013) and its wholly owned subsidiaries, Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc.

On August 1, 2011, the Company, through AcquisitionCo, acquired the Mesquite Interest in exchange for $8,222,222 in cash that was contributed to the Company by the Newport Funds in July 2011. The acquisition was completed upon the transfer to Mesquite of all of the assets of Black Gaming, LLC (“Black Gaming”), including Black Gaming’s direct and indirect ownership interests in its subsidiaries. The transfer of the Black Gaming assets to Mesquite and the acquisition by AcquisitionCo of the Mesquite 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.

We evaluated our investment in Mesquite for possible impairment as of August 31, 2014 and determined that no impairment existed.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Net operating revenues	$	24,332	$	24,546	$	50,808	$	51,544
Operating income	$	1,842	$	2,403	$	5,008	$	6,699
Net income	$	731	$	4,318	$	2,932	$	7,149

6. Note Receivable, Mesquite

On August 22, 2013, the Company, through Blocker, loaned $14 million to Mesquite under a Second Lien Credit Agreement, dated as of August 22, 2013 (the “Credit Agreement”), pursuant to which Mesquite borrowed a total of $35 million from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its existing indebtedness. Each of the other lenders, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and real estate on which another hotel & casino was situated prior to its demolition in 2013, each located in Mesquite, Nevada.

9The terms of the loan originally provided for the payment by Mesquite to each lender, including Blocker, of interest on the unpaid principal amount owed to such lender at the rate of 7% per annum over the period from August 22, 2013 to August 22, 2014, and at the rate of 8% per annum thereafter. However, on August 14, 2014, Mesquite and the various lenders entered into Amendment No.1 to the Credit Agreement, which extended the date through which Mesquite pays interest at 7% per annum from August 22, 2014 to January 1, 2015. During the term of the loan, interest is payable in cash, in arrears, monthly on the first day of each month. The principal amount of the loan, along with any accrued and unpaid interest, becomes due and payable on February 21, 2020. The indebtedness may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Credit Agreement.

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from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its existing indebtedness. Each of the other lenders, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and its Oasis Hotel and Casino (the demolition of which was largely completed in August 2013), each located in Mesquite, Nevada. The terms of the loan originally provided for the payment by Mesquite to each lender, including Blocker, of interest on the unpaid principal amount owed to such lender at the rate of 7% per annum over the period from August 22, 2013 to August 22, 2014, and at the rate of 8% per annum thereafter. However, on August 14, 2014, Mesquite and the various lenders entered into Amendment No.1 to the Credit Agreement, which extended the date through with Mesquite pays interest at 7% per annum from August 22, 2014 to January 1, 2015. During the term of the loan, interest is payable in cash, in arrears, monthly on the first day of each month, commencing on September 1, 2013. The principal amount of the loan, along with any accrued and unpaid interest, becomes due and payable on February 21, 2020. The indebtedness may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Credit Agreement.

The Company's participation as a lender under the Credit Agreement was funded utilizing $1 million of cash on hand and a capital contribution from InvestCo in the amount of $13 million, which was provided to InvestCo by its equity owners, NGOF and NGCF, in the respective amounts of $11.3 million and $1.7 million.

7. Transactions with the Newport Funds

In 2007, NGOF received on behalf of (but did not remit to) the Company $5,118,172 of interest on mortgage bonds exchanged for the ~~Mortgage~~Eldorado ~~Bonds~~Interest and $61,600 of preferred dividends which amounts are reflected in the accompanying balance sheets as due from the Newport Funds. There is no formal agreement outlining the settlement of this receivable (and the payable discussed in the following paragraph) and, accordingly, the receivable is reflected as a non-current asset.

At ~~August~~November 3130, 2014 and February 28, 2014, the Company owed $3,~~590~~631,~~828~~663 and $3,450,793, respectively, to the Newport Funds for expenses paid on the Company’s behalf since inception of the Company. There have been no repayments of such amounts advanced on behalf of the Company and there is no formal agreement outlining the settlement of the receivable and payable between the Newport Funds and the Company (Note 9). Accordingly, the receivable and payable are reflected as a non-current asset and a non-current liability, respectively, at ~~August~~November 3130, 2014 and February 28, 2014.

8. Income Taxes

Blocker, a wholly owned subsidiary of NGA, has elected to be taxed as a corporation. Accordingly, equity in the flow-through earnings of ~~Eldorado~~Mesquite (and ~~Mesquite~~Eldorado through September 18, 2014), realized gains on available-for-sale securities, interest income from the Credit Agreement, and interest expense on intercompany borrowings received from Holdco to fund a portion of the Credit Agreement are taxed to Blocker. NGA recognizes interest income on intercompany loans to Blocker and incurs certain costs, primarily associated with being a public company, including professional and other fees, which, for tax purposes, flow through to its members. To recognize that realization of its deferred tax asset is not considered more likely than not, the Company has recorded a valuation allowance of 100% of its net deferred tax assets consisting primarily of impairment charges related to its investments in unconsolidated investees and the investees' investments. For these reasons, the Company’s effective tax rates for the periods presented are different than the statutory federal rate of 35%.

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purposes, flow through to its members. To recognize that realization of its deferred tax assets consisting primarily of impairment charges related to its investments in ERI and Mesquite is not considered more likely than not, the Company has recorded a valuation allowance of 100%. For these reasons, the Company’s effective tax rates for the periods presented are different than the statutory federal rate of 35%.

9. Financial Instruments

Except for cash ~~and~~(the estimated fair value of which equals its carrying value), shares of ERI's common stock carried at estimated fair value, the note receivable from Mesquite (which management believes approximates its fair value based on current market conditions for instruments with similar collateral, interest rates, and maturity dates), ~~the~~and ~~only significant financial instruments~~ the ~~Company~~investment ~~has are its investments~~ in ~~unconsolidated~~Mesquite ~~investees~~which is accounted for using the equity method (for which estimated fair value disclosure is not required by GAAP), ~~and~~the ~~amounts~~only ~~due~~other tofinancial ~~and~~instruments ~~from~~of the ~~Newport~~Company ~~Funds.~~are ~~There~~amounts isdue noto/from ~~formal agreement between~~ the ~~Company and the~~ Newport Funds. ~~related~~As tothere ~~the~~are ~~amounts due, including~~ no ~~stated~~formal ~~right of offset,~~ repayment terms, ~~and interest rate or method. Accordingly,~~ it is not practical to estimate the fair value of such financial instruments.

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10. Subsequent ~~Events~~Event - Eldorado Transaction Purchase Price Adjustment

~~Effective~~On ~~September~~December 193, 2014, as a result of ~~the~~a ~~transaction~~purchase ~~described~~price ~~and~~adjustment ~~designated~~provision ~~above~~in as the ~~Eldorado~~ Merger, ~~which~~Agreement ~~was~~related ~~accounted~~to ~~for~~working ~~by ERI as a “reverse merger~~capital,” the Company’s ~~previous~~received ~~Eldorado~~an ~~Interest~~additional ~~was converted into 3~~51,~~978,573~~867 shares of ERI common stock, ~~$0.00001 par value, thus being reduced to approximately an 8.6% ownership interest in~~ the ~~larger,~~estimated merged entity. Under GAAP, the Company’s investment in Eldorado will no longer qualify for use of the equity method of accounting and, since its Eldorado Interest was converted to the form of marketable equity securities, it must be carried prospectively at fair ~~market~~ value ~~based~~of onwhich ~~current~~is ~~trading~~included ~~activity.~~in ~~Consistent with management’s intent,~~ the ~~investment~~carrying ~~will be classified as available-for-sale securities. Accordingly, since the fair market~~ value ~~at the effective date~~ of the ~~equity~~ERI ~~conversion of the~~ shares ~~received~~at ~~was~~November ~~less than the previous carrying value of the investment~~30, ~~the conversion resulted in a reduction in the asset carrying value offset by a charge to other comprehensive loss and members’ equity for an unrealized holding loss of approximately $8~~2014.2 ~~million in the third quarter.~~



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the year ended February 28, 2014, as filed with the United States Securities and Exchange Commission ("SEC").

Overview

~~The~~NGA ~~Company~~HoldCo, ~~and~~LLC, ~~its~~a ~~subsidiaries~~Nevada ~~were~~limited ~~formed~~liability ascompany ~~legal~~(“NGA”), ~~entities~~was informed on January 8, 2007 ~~for~~at the ~~primary~~direction ~~purpose~~ of ~~holding~~Newport ~~equity~~Global inOpportunities ~~one~~Fund ~~or more entities related to the gaming industry~~LP, ~~and~~a toDelaware ~~exercise~~limited ~~the~~partnership ~~rights, and manage the distributions received, in connection with those holdings. The Company’s 17.0359% equity interest in Eldorado~~ (~~the "Eldorado Interest"~~“NGOF”) and ~~40%~~an ~~equity~~affiliate ~~interest~~of inNewport ~~Mesquite~~Global ~~(the~~Advisors ~~"Mesquite Interest") were effectively acquired on December 14~~LP, ~~2007~~a ~~and~~Delaware ~~August 1,~~limited ~~2011,~~partnership ~~respectively~~(“Newport”). ~~Subsequent~~NGA towas ~~the~~formed ~~periods~~for ~~covered~~the byprimary ~~this~~purpose ~~report, on September 19, 2014, upon consummation~~ of aholding ~~merger between MTR Gaming~~equity, ~~Inc.~~directly ~~("MTR")~~or ~~and~~indirectly ~~Eldorado~~through ~~(the~~its ~~"Eldorado Merger")~~subsidiaries, ~~and~~ in ~~accordance~~one ~~with~~or anmore ~~Agreement~~entities ~~and~~related ~~Plan~~to ofthe ~~Merger,~~gaming ~~dated~~industry. asNGA ofhas ~~September 9,~~two ~~2013,~~wholly asowned ~~amended on November 18~~subsidiaries, ~~2013,~~NGA ~~February 13~~Blocker, ~~2014 and May 13~~LLC, ~~2014, by and among MTR, Resorts, Eldorado Resorts, Inc. ("ERI,"~~ a Nevada ~~corporation~~limited ~~formerly~~liability ~~known~~company ~~as Eclair Holdings Company) and certain affiliates of ERI and Eldorado~~ (~~the~~ “~~Merger Agreement~~Blocker”), ~~3,978,573~~and ~~shares~~NGA ~~of Eldorado Resorts~~AcquisitionCo, ~~Inc. ("ERI~~LLC," a Nevada ~~corporation~~limited ~~formerly~~liability ~~known~~company asowned ~~Eclair~~indirectly ~~Holdings~~through ~~Company)~~Blocker ~~common stock, $0.00001 par value, representing an approximate 8.6% ownership interest~~ (~~the "ERI shares"~~“AcquisitionCo”) ~~were received by the Company in exchange for the Eldorado Interest. For additional information regarding the Eldorado Merger~~, ~~see~~each ~~Note~~of ~~10,~~which ~~"Subsequent~~was ~~Events~~formed -on ~~Eldorado~~January ~~Transaction" in Part I~~8, ~~Item~~2007 I(collectively ofwith ~~this report~~NGA, ~~which~~the ~~information is incorporated in this Item II by this reference~~“Company”).

The Company’s ~~has~~activities ~~had~~consist nosolely ~~revenue~~of ~~generating~~holding ~~business~~substantial, ~~since~~non-controlling, ~~inception. Its only operations have consisted of~~ equity interests in ~~the~~gaming ~~net~~enterprises ~~income~~and ~~(losses)~~a ofrelated ~~Eldorado~~loan ~~(prior~~ to ~~September~~one ~~19,~~of ~~2014)~~the ~~and~~enterprises. See ~~Mesquite,~~Note ~~interest~~3 ~~income~~to ~~earned on~~ the ~~Eldorado-Shreveport~~Consolidated ~~Investments,~~Financials ~~gains~~for ~~and/or~~information ~~losses~~about onownership ~~its marketable securities (subsequent to September 19, 2014),~~ and ~~nominal~~Management ~~administrative~~of ~~expenses~~the Company.

The Company's holdings include a 40% equity interest in Mesquite Gaming LLC (“Mesquite”), a loan to Mesquite, and publically-traded shares of common stock of Eldorado Resorts, Inc. (“ERI” formerly known as Eclair Holdings Company), representing approximately 8.6% of ERI's outstanding common shares.

Except as otherwise indicated, the discussions, information and amounts contained in this report which pertain to Eldorado are reported as of and/or for Eldorado's three and six months ended June 30, 2014 or as of and/or for the Company's three and six months ended August 31, 2014, as applicable. The Eldorado Merger and its effects on the Company's investment are discussed in greater detail under "Eldorado Transaction," below.Background

~~Through~~The Company’s 17.0359% equity interest in Eldorado (the ~~periods~~"Eldorado ~~covered~~Interest") byand 40% equity ~~this~~interest ~~report~~in Mesquite (the "Mesquite Interest") were effectively acquired on December 14, ~~Eldorado~~2007 and August 1, ~~through~~2011, ~~Resorts~~respectively. On September 19, ~~owned~~2014, upon consummation of a merger between MTR Gaming, Inc. ("MTR") and ~~operated~~Eldorado (the "Eldorado~~-Reno~~ Merger"), aand ~~premier~~in ~~hotel/casino~~accordance with an Agreement and ~~entertainment~~Plan ~~facility~~of inMerger, ~~Reno~~dated as of September 9, ~~Nevada~~2013, ~~and~~as ~~the~~amended ~~Eldorado-Shreveport~~on November 18, an2013, ~~all-suite~~February 13, ~~art~~2014 ~~deco-style~~and ~~hotel~~May 13, 2014, by and among MTR, Eldorado, Eldorado Resorts, Inc. ("ERI," a ~~tri-level~~Nevada ~~riverboat~~corporation ~~dockside~~formerly ~~casino~~known ~~complex~~as ~~situated~~Eclair ~~along~~Holdings Company) and certain affiliates of ERI and Eldorado (the ~~Red~~“Merger ~~River~~Agreement”), in4,040,440 ~~Shreveport~~shares, ~~Louisiana.~~including ~~Eldorado~~post-closing ~~also~~adjustments ~~owned~~(Note 10), ~~through~~of Eldorado Resorts, Inc. ("ERI," a 21Nevada corporation formerly known as Eclair Holdings Company) common stock, $0.2500001 par value, representing an approximate 8.6% ownership interest in(the ~~Tamarack~~"ERI ~~Junction,~~shares") awere ~~small~~received ~~casino~~by the Company in ~~south~~exchange ~~Reno~~for ~~that~~the ~~was~~Eldorado ~~disposed~~Interest. ofAs ina ~~conjunction~~result ~~with~~of the Eldorado Merger, ERI owns and operates (1) the Eldorado Hotel & Casino located in Reno, Nevada, (2) Eldorado Resort Casino Shreveport located in Shreveport, Louisiana. Eldorado, ~~Also~~(3) Scioto Downs Racino located in Columbus, OH, (4) Mountaineer Casino Racetrack & Resort located in Chester, WV, and (5) Presque Isle Downs & Casino located in Erie, PA, and owns an ~~approximately~~approximate 96% ~~owned~~interest ~~subsidiary~~in ofan ~~Resorts~~entity ~~owned~~which owns a 50% interest in a joint venture that owns and operates the Silver Legacy Resort Casino, (which is seamlessly connected to the Eldorado Hotel & Casino). The six properties contain a ~~major~~combined 3,300 ~~themed~~ hotel~~/casino~~ ~~located~~rooms, ~~adjacent~~280 totable ~~Eldorado-Reno~~games, 32 restaurants, and approximately 10,000 slot machines and video lottery terminals.

On ~~June~~August 1, 2011, ~~Resorts~~the ~~and~~Company ~~Eldorado~~acquired ~~Capital~~its ~~Corp.,~~interest ain ~~Nevada~~Mesquite ~~Corporation~~in ~~that~~exchange isfor ~~a wholly owned subsidiary of Resorts~~$8,222,222 ~~completed~~in ~~the issuance of $180 million of 8~~cash.~~625%~~ ~~Senior~~Mesquite ~~Secured~~is ~~Notes~~engaged ~~due~~in ~~June 15, 2019 (~~the ~~“Resorts~~casino ~~Senior~~resort ~~Notes”).~~industry ~~Also,~~in ~~on June 1~~Mesquite, ~~2011,~~Nevada ~~Resorts~~through ~~entered~~wholly ~~into~~owned asubsidiaries ~~new~~that ~~$30~~own ~~million~~and ~~senior~~operate ~~secured~~the ~~revolving~~CasaBlanca ~~credit~~Resort/Casino/Golf/Spa, ~~facility~~the ~~that~~Virgin ~~was~~River ~~available until May 30~~Hotel/Casino/Bingo, ~~2014~~two ~~(the~~championship ~~“Resorts~~golf ~~New Credit Facility”)~~courses, ~~which~~a ~~consisted~~full-service ofspa, a ~~$15~~bowling ~~million~~center, ~~term~~a ~~loan~~gun ~~requiring principal payments of $1.25 million each quarter beginning September 30~~club, ~~2011~~restaurants, and abanquet ~~$15~~and ~~million~~conference ~~revolving credit facility~~facilities. Mesquite ~~Resorts~~also ~~did~~owns ~~not~~real ~~renew~~estate ~~the Resorts New Credit Facility when it matured~~ on ~~May~~which ~~30,~~another ~~2014.~~hotel ~~Proceeds~~& ~~from~~casino ~~the~~was ~~issuance~~located ofprior ~~the Resorts Senior Notes, together with borrowings under the Resorts New Credit Facility, were used~~ to ~~redeem~~its ~~approximately~~demolition ~~$230~~in ~~million of~~ 2013.

On August 22, 2013, the Company through Blocker loaned $14 million to Mesquite under a Second Lien Credit Agreement, dated as of August 22, 2013 (the “Credit Agreement”), pursuant to which Mesquite borrowed a total of $35 million from the Company and other lenders not affiliated with the Company for the purpose of refinancing a portion of its then existing indebtedness utilizing the proceeds from the borrowings under the Credit Agreement. Each of the other lenders under the Credit Agreement, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on substantially all of Mesquite’s real property, including that relating

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~~previously~~to ~~outstanding~~its ~~debt~~Casablanca ~~owed~~Resort by& ~~Resorts~~Casino, ~~and~~ its ~~subsidiaries,~~Virgin ofRiver ~~which~~Hotel ~~approximately~~and ~~$31~~Casino, ~~million~~and ~~was~~real ~~held~~estate byon ~~Resorts.~~which ~~The~~another ~~remaining~~hotel ~~previously~~& ~~outstanding~~casino ~~debt~~ was ~~redeemed~~situated onprior ~~August~~to 1,its ~~2011,~~demolition ~~utilizing~~in ~~$9.7 million of restricted cash which was set aside on June 1~~2013, ~~2011 for the purpose of redeeming the notes that were called. Interest on the Senior Secured Notes is payable semiannually~~ each ~~June~~located 15in ~~and December 15 (commencing on December 15~~Mesquite, ~~2011)~~Nevada. The toindebtedness ~~holders~~outstanding ofunder ~~record on~~ the ~~preceding~~Credit ~~June~~Agreement ~~1 or December 1~~may, ~~respectively.~~at ~~Interest on~~ the ~~credit~~option ~~facility was payable on the last day~~ of ~~the Eurodollar Rate loan~~Mesquite, ~~provided,~~be ~~however,~~prepaid ~~that~~in ifwhole ~~the~~or ~~period~~in ~~exceeded~~part, ~~three~~at ~~months~~any ~~the~~time ~~interest~~without ~~was~~penalty, ~~payable~~and onrepayment ~~the respective dates that fell every three months after the beginning~~ of the ~~loan~~indebtedness ~~period.~~may ~~For~~be ~~each~~accelerated ~~Base~~upon ~~Rate~~the ~~loan,~~occurrence ~~interest was payable as~~ of ~~the~~an ~~end~~event of ~~the~~default, ~~respective~~in ~~quarter.~~accordance ~~The~~with ~~interest period could not have exceeded~~ the ~~maturity~~terms ~~date~~ of the ~~credit~~Credit ~~facility for either a Eurodollar Rate loan or Base Rate loan~~Agreement.

~~Subsequent~~Results ~~to the Eldorado Merger, ERI's debt is comprised~~ of ~~the Resorts Senior Notes and $565 million of 11.5% Senior Secured Second Lien Notes issued by MTR on August 1, 2011 and due August 1, 2019.~~Operations

~~Operational~~The ~~highlights for Eldorado for the three months ended June 30, 2014 included net operating revenues of approximately $61.7 million and operating expenses of approximately $56.1 million. Eldorado~~Company’s ~~equity in the net~~ income of(loss) ~~its~~before ~~unconsolidated affiliates was approximately $2.2 million and interest expense was approximately $3.9 million for the period. Eldorado's net~~ income ~~for~~taxes ~~the~~varies ~~quarter~~as ~~was~~a ~~approximately~~result ~~$2.9 million, compared with net income~~ of ~~approximately~~its ~~$6.5~~equity ~~million~~in ~~for~~ the ~~corresponding~~earnings ~~quarter~~ of ~~2013.~~Mesquite ~~The~~(and ~~year~~prior ~~over year quarterly decrease in Eldorado's net income of approximately $3.6 million was due primarily~~ to aSeptember ~~decrease in operating revenues and an increase in acquisition charges of approximately $4.1 million and $1.1 million~~19, ~~respectively, partially offset by a reduction in operating expenses of approximately $1.2 million. For the six months ended June 30,~~ 2014, ~~net~~Eldorado) ~~operating~~and ~~revenues~~realized ~~were~~gains ~~approximately $118.8 million~~ and ~~operating~~losses ~~expenses~~on ~~were~~the ~~approximately~~ERI ~~$109~~shares.8 Other ~~million,~~comprehensive ~~while equity in net~~ income ofvaries ~~unconsolidated~~by ~~affiliates~~unrealized ~~was~~gains ~~approximately $1.8 million~~ and ~~interest~~losses ~~expense~~on ~~was approximately $7.8 million for~~ the ~~period.~~ERI ~~The net result for the six months ended June 30, 2014 was net income of approximately $0~~shares.~~6 million~~ Historically, ~~compared~~Mesquite's ~~with~~results ~~net income~~ of ~~approximately~~operations ~~$8.6~~have ~~million~~been ~~for~~highly ~~the~~seasonal ~~corresponding~~with ~~period of 2013. For~~ the ~~six~~first ~~months~~two ~~ended~~calendar ~~June~~quarters ~~30,~~of ~~2014,~~ the year ~~over~~reflecting ~~year~~operating ~~decrease in Eldorado's net~~ income ~~of approximately $8.1 million was due primarily to a decrease in operating revenues and an increase in acquisition charges of approximately $9.2 million and $2.5 million, respectively,~~ partially offset by alosses ~~reduction in operating expenses of approximately $3.0 million.The decreases in operating revenues~~ during the ~~three~~second ~~and~~half ~~six months ended June 30, 2014 were primarily the result~~ of the ~~July 2013 opening of a new casino which is located in Bossier City, Louisiana and competes directly with Eldorado-Shreveport~~year.

InThree ~~connection~~Months ~~with~~Ended ~~the Eldorado Merger~~November 30, ~~Eldorado,~~2014 ~~ERI~~Compared ~~and the Company entered into an Assignment and Assumption of Registration Rights Agreement, pursuant~~ to ~~which ERI assumed~~ the ~~obligations~~Three ofMonths ~~Eldorado~~Ended ~~under the Registration Rights Agreement dated December 14~~November 30, ~~2007,~~2013 as amended April 1, 2009, by and among Eldorado and the Company. Pursuant to the Assignment and Assumption of Registration Rights Agreement, ERI acknowledged that the Company’s rights with respect to the registration of membership interests in Eldorado owned by the Company apply to the shares of ERI common stock held by the Company and assumed the obligations of Eldorado with respect to the registration of the sale of ERI common stock held by the Company.

~~Prior~~For to the ~~Effective~~three ~~Date,~~months ~~the~~ended ~~Company's~~November 30, ~~investments~~2014, ~~in Mesquite and Eldorado (Notes 4 and 5) were accounted for using~~ the ~~equity method of accounting with the~~ Company’s ~~recognizing~~ equity in the net ~~income (~~loss) ~~and other comprehensive income (loss)~~ of its unconsolidated investees onwas aapproximately ~~calendar year basis~~$1.2 ~~For example~~million, ~~the~~compared ~~Company’s~~to ~~net~~approximately ~~income~~$1.3 million for the ~~six~~corresponding ~~months~~period ~~ended August~~of ~~31,~~2013. ~~2014 includes~~Equity ~~equity~~ in the ~~net~~earnings ~~income~~ of ~~its~~Eldorado ~~investees~~decreased ~~for~~approximately ~~the investees' six months ended June 30, 2014~~$0.7 ~~Subsequent to the Effective Date~~million, ~~the~~while ~~Company's~~equity ~~investment~~ in ~~Mesquite continues to be accounted for using~~ the ~~equity~~earnings ~~method~~ of ~~accounting~~Mesquite ~~with~~increased ~~the~~approximately ~~Company~~$0.8 ~~continuing~~million towhen ~~recognize~~compared ~~equity~~to in the ~~net~~prior ~~income~~quarter. ~~(loss)~~Professional fees and other ~~comprehensive~~expenses ~~income~~incurred ~~(loss)~~by ofthe ~~Mesquite~~Company onduring ~~a calendar year basis, while~~ the ~~Company's~~quarter ~~ERI~~were ~~shares~~consistent ~~are~~with ~~classified,~~those ~~and~~incurred ~~accounted~~during ~~for,~~the assame ~~available-for-sale~~period ~~securities.~~in 2013.

Operational highlights for Mesquite for the three months ended September 30, 2014 included net revenues of approximately $19.9 million, operating expenses of approximately $21.7 million, and interest expense of approximately $1.0 million. The net loss for the quarter was approximately $2.7 million, compared with a net loss of approximately $4.6 million for the corresponding period of 2013. The year over year decreased net loss of approximately $1.9 million was due primarily to a reduction in interest expense of approximately $1.0 million, along with an increase in net operating revenues and decrease in operating expenses of approximately $0.7 million and $0.1 million, respectively.

~~Mesquite~~The following is ~~engaged~~a incomparison ~~the~~of ~~hotel~~Eldorado's ~~casino~~quarter-to-date ~~industry~~period inending ~~Mesquite~~September 18, ~~Nevada~~2014 ~~and~~to ~~owns~~Eldorado's ~~and~~three ~~operates~~month ~~the~~period ~~Virgin~~ended ~~River~~September ~~Hotel/Casino/Bingo~~30, ~~and~~2014. Operational highlights for Eldorado for the ~~CasaBlanca~~quarter-to-date ~~Resort/Casino/Golf/Spa~~period ending September 18, 2014 included net revenues of approximately $54.5 ~~Mesquite~~million, ~~also~~operating ~~owns~~income ~~real~~of ~~estate~~approximately on$2.4 ~~which~~million, ~~the~~and ~~Oasis~~interest ~~Resort~~expense &of ~~Casino~~approximately ~~was~~$3.8 ~~located~~million. ~~prior~~The net loss for the quarter-to-date ~~its~~period ~~demolition~~ended September 18, ~~which~~2014 was ~~largely~~approximately ~~completed~~$0.8 inmillion, ~~August~~compared ~~2013~~with net income of approximately $3.2 Inmillion ~~addition~~for tothe ~~casino~~three ~~and~~months ~~hotel~~ended ~~activities~~September 30, ~~Mesquite's~~2013. ~~operations~~The ~~also~~year ~~include~~over ~~vacation~~year ~~ownership~~quarterly ~~interval~~decrease ~~sales,~~in ~~two~~net ~~golf~~income ~~courses,~~of aapproximately ~~full-service~~$3.9 ~~spa,~~million was due primarily to a ~~bowling~~$3.1 ~~center,~~million ~~and~~increase ~~banquet~~in ~~and~~acquisition ~~conference~~charges ~~facilities~~incurred in connection with the Eldorado Merger.

OnOther ~~August 1,~~comprehensive ~~2011,~~loss ~~Mesquite~~increased ~~completed~~approximately ~~the issuance of~~ $627.53 million ofas ~~Senior~~a ~~Secured~~result ~~Notes~~of ~~under~~adjusting ~~its~~the ~~new~~carrying ~~loan~~value ~~facility that provided for interest at an annual rate~~ of ~~LIBOR (1.5% floor and 4.5% ceiling) plus 700 basis points and were due and payable August 1, 2016 (~~the ~~“Mesquite~~ERI ~~Senior~~shares ~~Notes”),~~to ~~and~~fair ~~entered~~value ~~into~~based ~~a new $10 million senior secured revolving credit facility. Interest and principal~~ on ~~the~~trading ~~Mesquite Senior Notes and interest on the senior secured revolving credit facility were payable quarterly~~activity.

Nine Months Ended November 30, 2014 Compared to the Nine Months Ended November 30, 2013

For the nine months ended November 30, 2014, the Company’s equity in the net income of its unconsolidated investees was approximately $0.02 million, with Eldorado and Mesquite accounting for an approximate $0.1 million loss and $0.09 million gain, respectively, compared to equity in net income of approximately $2.9 million, with Eldorado and Mesquite accounting for approximate $1.9 million and $1.0 million gains, respectively, for the corresponding period of 2013. The decrease was primarily attributable to a decrease of approximately $1.9 million and $0.9 million in the Company's equity in the net income of Eldorado and Mesquite, respectively, when comparing the nine months ended November 30, 2014 to the corresponding period of 2013. Professional fees and other expenses incurred by the Company during the nine months ended November 30, 2014 increased $25,366 when compared to the same period in 2013, due primarily to the timing of services.

Operational highlights for Mesquite for the nine months ended September 30, 2014 included net revenues of approximately $70.7 million, operating expenses of approximately $67.5 million, and interest expense of approximately $2.9 million. The net result for the period was net income of approximately $0.2 million, compared with net income of approximately $2.5 million for the corresponding period of 2013. The year over year decrease in Mesquite's net income of approximately $2.3 million was due primarily to a $3.9 million decrease in the gain on the sale and disposal of assets, along with a $0.8 million increase in net operating expenses, partially offset by a $1.9 million decrease in interest expense. Mesquite's management believes that several factors, including general economic weakness in Nevada and neighboring states and high gasoline prices, continue to negatively affect operating results.

The following is a comparison of Eldorado's year-to-date period ending September 18, 2014 to Eldorado's nine month period ended September 30, 2014. Operational highlights for Eldorado for the year-to-date period ending September 18, 2014 included net revenues of approximately $173.3 million, operating income of approximately $10.8 million, and interest expense

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~~On August 22, 2013, Mesquite completed its refinancing~~ of ~~the~~approximately ~~indebtedness then outstanding under the Mesquite Senior Notes and the senior secured credit facility utilizing the proceeds from the following: (a)~~ $2011.6 million. ofThe ~~First~~net ~~Lien~~loss ~~Notes issued to Nevada State Bank, due and payable August 21, 2019, that provide~~ for ~~interest at a 30-day LIBOR rate effective on~~ the ~~first day of each month plus an applicable margin which is determined by reference~~ year-to-date ~~Mesquite's~~period ~~senior~~ended ~~leverage~~September ~~ratio~~18, ~~(5.25%~~2014 ~~for~~was aapproximately ~~ratio greater than 2:1 and 4~~$0.~~75% for a ratio less than or equal to~~ 2~~:1),~~ ~~(b) a three-year term~~million, $6compared ~~million First Lien Revolver~~ with ~~Nevada~~net ~~State~~income ~~Bank,~~of ~~which~~approximately is$11.8 ~~subject~~million tofor the ~~same~~nine ~~interest~~months ~~terms~~ended asSeptember 30, ~~the~~2013. ~~First~~The ~~Lien~~year ~~Notes~~over ~~plus~~year ~~0.25%~~ quarterly ondecrease ~~the~~in ~~unused~~net ~~principal~~income ~~portion~~ of ~~the~~approximately ~~First Lien Revolver, and (c)~~ $3512 million ofwas ~~Second~~due ~~Lien~~primarily ~~Notes issued~~ to ~~Wilmington~~an ~~Trust,~~$18 ~~due~~million ~~and~~decrease ~~payable~~in ~~February~~net ~~21,~~operating ~~2020,~~revenues ~~that provide for no principal amortization~~ and ~~the~~a ~~payment~~$2.5 ofmillion ~~interest~~increase onin ~~the~~acquisition ~~unpaid~~charges ~~principal~~incurred ~~amount~~in atconnection ~~the~~with ~~rate of 7% per annum over~~ the ~~period~~Eldorado ~~from August 22, 2013 to August 22, 2014, and at the rate of 8% per annum thereafter~~Merger.

OnOther ~~August 22,~~comprehensive ~~2013,~~loss ~~the~~increased ~~Company~~approximately ~~through Blocker loaned~~ $147.3 million ~~to Mesquite under a Second Lien Credit Agreement, dated~~ as ~~of August 22, 2013 (the “Credit Agreement”), pursuant to which Mesquite borrowed~~ a ~~total~~result of ~~$35~~adjusting ~~million from~~ the ~~Company~~carrying ~~and~~value ~~other lenders not affiliated with the Company for the purpose~~ of ~~refinancing a portion of its then existing indebtedness utilizing~~ the ~~proceeds~~ERI ~~from~~shares ~~the~~to ~~borrowings~~fair ~~under~~value ~~the~~based Credit Agreement. Each of the other lenders under the Credit Agreement, consisting of limited liability companies and trusts, has an ownership interest in Mesquite or has one or more members or beneficiaries who hold an ownership interest in Mesquite. The repayment of the indebtedness outstanding under the Credit Agreement is secured by a second lien on ~~substantially~~trading all of Mesquite’s real property, including that relating to its Casablanca Resort & Casino, its Virgin River Hotel and Casino, and its Oasis Hotel and Casino (the demolition of which was largely completed in August 2013), each located in Mesquite, Nevadaactivity. The indebtedness outstanding under the Credit Agreement may, at the option of Mesquite, be prepaid in whole or in part, at any time without penalty, and repayment of the indebtedness may be accelerated upon the occurrence of an event of default, in accordance with the terms of the Credit Agreement.

Mesquite's results of operations tend to be seasonal in nature. During the year ended December 31, 2013, approximately 59% of Mesquite's operating income (less depreciation and amortization and other non-cash items) was generated in the first quarter and approximately 39% was generated in the second quarter, with the remainder being generated during the second half of the year. Consequently, Mesquite's results of operations for the three months ended June 30, 2014 should not be extrapolated to arrive at anticipated full year results for 2014. Operational highlights for Mesquite for the three months ended June 30, 2014 included net revenues of approximately $24.3 million, operating expenses of approximately $22.5 million, and interest expense of approximately $0.9 million. Net income for the quarter ended June 30, 2014 was approximately $0.7 million, compared with net income of approximately $4.3 million for the corresponding period of 2013. The year over year quarterly decrease in net income of approximately $3.6 million was due primarily to a $4.0 million decrease in the gain on the sale and disposal of assets, along with a decrease in net operating revenues and an increase in net operating expenses of approximately $0.2 million and $0.3 million, respectively. The decrease was partially offset by a reduction in interest expense of approximately $0.4 million. For the six months ended June 30, 2014, net revenues were approximately $50.8 million and operating expenses were approximately $45.8 million, while interest expense was approximately $1.9 million for the period. The net result for the six months ended June 30, 2014 was net income of approximately $2.9 million, compared with net income of approximately $7.1 million for the corresponding period of 2013. For the six months ended June 30, 2014, the year over year decrease in Mesquite's net income of approximately $4.2 million was due primarily to a $4.0 million decrease in the gain on the sale and disposal of assets, along with a $0.7 million and $1.0 million decrease and increase in net operating revenues and net operating expenses, respectively, partially offset by a $0.9 million decrease in interest expense. Mesquite's management believes that several additional factors, including general economic weakness in Nevada and neighboring states and high gasoline prices, continue to negatively affect operating results.

Results of Operations, Three Months Ended August 31, 2014 Compared to the Three Months Ended August 31, 2013

For the three months ended August 31, 2014, the Company’s equity in the net income of its unconsolidated investees was approximately $0.8 million, with Eldorado and Mesquite accounting for approximate $0.5 million and $0.3 million gains, respectively, compared to approximately $2.5 million, with Eldorado and Mesquite accounting for approximate $0.8 million and $1.7 million gains, respectively, for the corresponding period of 2013. The decrease was primarily attributable to a decrease of approximately $0.3 million and $1.4 million in the Company's equity in the net income of Eldorado and Mesquite, respectively, when comparing the three months ended August 31, 2014 to the corresponding period of 2013. Professional fees and other expenses incurred by the Company during the quarter were consistent with those incurred during the same period in 2013. Income tax expense during the quarter increased $198,451 when compared to the same period in 2013 due to 2013

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income tax expense having been reduced by the realization of net operating loss and tax credit carryforwards for which a valuation allowance had been previously provided.

Results of Operations, Six Months Ended August 31, 2014 Compared to the Six Months Ended August 31, 2013

For the six months ended August 31, 2014, the Company’s equity in the net income of its unconsolidated investees was approximately $1.2 million, with Eldorado and Mesquite accounting for approximate $0.04 million and $1.2 million gains, respectively, compared to approximately $4.2 million, with Eldorado and Mesquite accounting for approximate $1.3 million and $2.9 million gains, respectively, for the corresponding period of 2013. The decrease was primarily attributable to a decrease of approximately $1.2 million and $1.7 million in the Company's equity in the net income of Eldorado and Mesquite, respectively, when comparing the six months ended August 31, 2014 to the corresponding period of 2013. Professional fees and other expenses incurred by the Company during the six months ended August 31, 2014 increased $30,830 when compared to the same period in 2013, due primarily to the timing of services. Income tax expense during the period increased $337,384 when compared to the same period in 2013 due to 2013 income tax expense having been reduced by the realization of net operating loss and tax credit carryforwards for which a valuation allowance had been previously provided.

Liquidity and Capital Resources

The Company expects to incur during the remainder of fiscal year 2014 approximately $0.1 million in costs associated with the Company’s ownership of its equity interests in Eldorado (and, ~~subsequent~~commencing to September 19, 2014, ERI) and Mesquite. All costs incurred are expected to be funded by the Newport Funds. Thus, management believes the Company has access to the resources needed to fund its operations and commitments during the remainder of fiscal year 2014. The Company has no current plans to make any additional investments. During the quarter, ~~but~~in ~~see~~connection ~~Note~~with 10the Eldorado Merger, ~~"Subsequent~~the ~~Events~~Company -received from Eldorado ~~Transaction"~~an ~~for~~equity ~~information~~interest ~~regarding~~in ~~the~~Tamarack ~~September~~Crossings, 19LLC with an estimated fair value of $1,350,000, ~~2014~~which ~~Eldorado~~the ~~Merger~~Company contemporaneously sold for such amount.

Eldorado Transaction

~~The~~Prior ~~principal~~to ~~component of~~ the ~~Company’s~~Eldorado ~~operating performance is its equity in net income of its unconsolidated investees. During the periods covered by this report~~Merger, the Company’s equity interests consisted of a 17.0359 % equity interest in Eldorado ~~HoldCo,~~(the ~~LLC~~"Eldorado Interest"), and a 40% equity interest in Mesquite ~~Gaming~~(the ~~LLC~~"Mesquite Interest"). As a result of the Eldorado Merger, the Company’s ~~17.0359% equity interest in~~ Eldorado ~~HoldCo~~Interest ~~LLC~~ was converted to an equity interest of approximately 8.6% in Eldorado Resorts, Inc. ("ERI"), effective September 19, 2014. The post-merger operations of ~~Eldorado~~ERI ~~Resorts, Inc.~~ represent a consolidation of the pre-merger operations of Eldorado ~~HoldCo, LLC~~ and those of MTR Gaming, Inc. ("MTR") in accordance with the terms of the merger agreement. Prior to the consummation of the Eldorado Merger, MTR ~~Gaming, Inc.~~ operated a single casino property in each of the states of Ohio, Pennsylvania and West Virginia. As a condition of the merger, Eldorado ~~HoldCo, LLC~~ disposed of a 21.25% interest in Tamarack Junction, a small casino in south Reno. As a result of the Eldorado Merger, the Company's Eldorado Interest, which was accounted for using the equity method, was converted to the ERI shares, which are classified, and accounted for, as available-for-sale securities. The Company believes the aforementioned change in one of its unconsolidated investees is likely to impact the Company’s future financial performance. However, the nature and extent of any such impact will depend on numerous factors that are beyond the control of the Company, including, among others, the ability to successfully merge the previously independent operations and the extent, if any, of any reduction of costs associated with the post-merger operations. Accordingly, the Company is unable to determine at this time the nature or extend to which its future financial performance will be impacted by the Eldorado Merger.

Critical Accounting Estimates and Policies

A description of our critical accounting policies can be found in Item 7 of our Annual Report on Form 10-K for the year ended February 28, 2014. ~~There~~Except ~~have~~for ~~been~~accounting nofor ~~material~~the ~~changes~~ERI toshares ~~those~~as ~~policies~~marketable ~~during~~securities “available-for-sale” and adjusting the ~~six~~carrying ~~months~~amount ~~ended~~to ~~August 31,~~estimated ~~2014.~~fair ~~See~~value ~~Note~~based 10on totrading ~~the~~activity, ~~Unaudited~~as ~~Consolidated~~opposed ~~Financial~~to ~~Statements~~accounting for aour ~~prospective~~prior ~~change~~equity interest in Eldorado using the equity method of accounting ~~for~~as previously discussed, there have been no material changes to those policies during the ~~Company's~~nine ~~investment~~months inended ~~Eldorado~~November 30, 2014.

Recently Issued Accounting Standards

No recently issued accounting pronouncements not yet adopted are expected to have a material impact on our future financial position, results of operations, or cash flows.



Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.



Item 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

14As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an evaluation was performed by management, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective as of November 30, 2014.

Table of Contents

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an evaluation was performed by management, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective as of August 31, 2014.

Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal financial officer, has evaluated our internal control over financial reporting. Based on that evaluation, there have been no changes in our internal control over financial reporting during the ~~six~~three month period ended ~~August~~November 3130, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION



Item 1.	Legal Proceedings.

None.



Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.



Item 3.	Defaults Upon Senior Securities.

None.



Item 4.	Mine Safety Disclosures.

Not applicable.



Item 5.	Other Information.

None.



Item 6.	Exhibits.

The list of exhibits set forth in the accompanying Exhibit Index is incorporated by reference into this Item 6.

SIGNATURES

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




	NGA HOLDCO, LLC

Date: January 20, 2015	By:	/S/ TIMOTHY T. JANSZEN
		Timothy T. Janszen Operating Manager (Principal Executive Officer)

Date: January 20, 2015	By:	/S/ ROGER A. MAY
		Roger A. May Manager (Principal Financial Officer)

Table of Contents

	NGA HOLDCO, LLC
Date: October 15, 2014	By:	/S/ TIMOTHY T. JANSZEN
		Timothy T. JanszenOperating Manager(Principal Executive Officer)
Date: October 15, 2014	By:	/S/ ROGER A. MAY
		Roger A. MayManager(Principal Financial Officer)

Table of Contents

EXHIBIT INDEX

Exhibit No.		Description
10.1		First Amendment to Second Lien Credit Agreement, dated as of August 22, 2013, among Mesquite Gaming LLC, Michael J. Gaughan Family LLC, John F. Gaughan Family LLC, Michael J. Gaughan, as trustee of the Marital Trust as created under the Gaughan 1993 Trust dated December 28, 1993, Franklin Toti, as trustee of the Frank Toti Trust dated May 6, 2008, NGA Blocker LLC and Wilmington Trust, National Association, as Administrative Agent and Collateral Agent.
10.2		Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.1 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on September 11, 2013).
10.3		Amendment No. 1 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.2 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on November 18, 2013).
10.4		Amendment No. 2 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.3 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014).
10.5		Amendment No. 3 to Agreement and Plan of Merger, dated as of September 9, 2013, between MTR Gaming Group, Inc., Eclair Holdings Company, Ridgeline Acquisition Corp., Eclair Acquisition Company, LLC, Eldorado HoldCo, LLC, and Thomas Reeg, Robert Jones and Gary Carano, as the Member Representative (Incorporated by reference to Exhibit 2.3 to the Current Report of MTR Gaming Group, Inc. (Commission File No. 000-20508) on Form 8-K filed with the Securities and Exchange Commission on May 13, 2014).
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer furnished as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following financial statements from NGA Holdco, LLC's Quarterly Report on Form 10-Q for the three and ~~six~~nine months ended ~~August~~November 3130, 2014, filed with the Securities and Exchange Commission on ~~October~~January 1520, ~~2014~~2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at ~~August~~November 3130, 2014 and February 28, 2014; (ii) the Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~August~~November 3130, 2014 and 2013; (iii) the Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~August~~November 3130, 2014 and 2013; and (iv) the Notes to Consolidated Financial Statements.

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