Gaming Expansion in New Jersey Assessing the Impacts on the Atlantic City Region Prepared At The Request Of: Resorts Casino Hotel, Atlantic City, NJ Prepared By: Morowitz Gaming Advisors, LLC & Global Gaming & Hospitality, LLC January 22, 2016 Gaming Expansion in New Jersey January 2016 This Economic Impact Assessment and Financial Analysis (the “Report”) has been prepared by Morowitz Gaming Advisors, LLC and Global Gaming & Hospitality LLC (collectively hereinafter referred to as “GGH” or the “Advisors”), including its subsidiaries, affiliates, and independent contractors, which include Leisure Dynamics Research, LLC, at the request of Resorts Casino Hotel (the “Company”). The sole purpose of the Report is to assess the impacts of gaming expansion in northern New Jersey on the gaming industry and economies of the Atlantic City region and State of New Jersey. This Report does not purport to contain information that a prospective interested party may rely upon to evaluate any investment related to a potential transaction involving anything associated with Atlantic City. This Report has been prepared for informational purposes only. All information set forth in this Report has been prepared by GGH based upon information furnished by various third‐party sources. GGH does not assume any responsibility for such information, including the estimates and projections of future financial and operating performance of any of the companies or entities mentioned in this report, if any, and other forward‐looking statements, or of any additional evaluation material made available in connection with any further investigation of the market or the impacts of northern New Jersey gaming expansion. Any estimates, projections and forward‐looking statements contained herein have been prepared and based on information currently available to GGH and involve subjective assumptions, judgments and analyses, which may or may not be correct. GGH or the Company undertake no obligation to update any such estimates, projections or forward‐looking statements or to provide access to any additional information. Neither GGH nor the Company make any express or implied representation or warranty as to the accuracy or completeness of the information contained in, or for any omissions from, the Report or any additional evaluation material made available in connection with any further investigation of the impacts of northern New Jersey gaming expansion. Each of GGH and the Company expressly disclaims any and all liability which may be based on such information, errors therein or omissions therefrom. Neither the receipt of this Report by any person nor any information contained herein or supplied herewith or subsequently communicated to any person in connection herewith is to be taken as providing legal, tax, accounting, or investment advice by GGH to any such person. Further, the information contained herein, as well as any other communications or information provided by GGH is not intended to be, and shall not be regarded or construed as, a recommendation to participate in a transaction or to make any investment. GGH does not provide tax, legal or accounting advice. You should conduct a thorough and independent review of the legal, tax and accounting aspects of any information contained in this report and an independent assessment of the merits of pursuing a transaction related to Atlantic City or the potential northern New Jersey gaming expansion and should consult your own professional advisors in light of your particular circumstances. This Report does not constitute a solicitation of funds, an offer to sell a financial interest in the Company or anything else related to the potential northern New Jersey gaming expansion or any other entity, or an offer to accept any proposal, nor does it constitute an offer to sell, or a solicitation of offers to buy, securities of the Company or any other entity. In furnishing this Report, neither GGH nor the Company undertake any obligation to provide the recipient with access to any evaluation material. This Report shall neither be deemed an indication of the state of affairs of the Company or other casinos or businesses in New Jersey nor constitute an indication that there has been no change in the business affairs of the Company or New Jersey since the date hereof or since the dates as of which information is provided herein. All communications, inquiries and requests for information relating to this Report should be addressed directly to GGH at the contact information listed below. i | Page Gaming Expansion in New Jersey January 2016 GGH Contact Information: Cory Morowitz Michael S. Kim Morowitz Gaming Advisors, LLC Global Gaming & Hospitality LLC Chairman & Managing Member Managing Partner, New York 248 South New York Road 299 Park Avenue, 6th Floor Galloway, NJ 8205 New York, NY 10171 T 609.652.6472 T 646.719.1096 F 609.652.6473 F 702.823.1926 [email protected] [email protected] www.morowitzgaming.com www.gghsp.com ii | Page Gaming Expansion in New Jersey January 2016 Gaming Expansion in New Jersey – Impacts on Atlantic City Region TABLE OF CONTENTS I. EXECUTIVE SUMMARY ................................................................................... 4 II. BACKGROUND, METHODOLOGY & SIGNIFICANT ASSUMPTIONS .................. 7 III. ATLANTIC CITY – AN EVOLVING GAMING MARKET ..................................... 10 IV. THE REGIONAL ECONOMY ........................................................................... 24 V. THE FUTURE OF ATLANTIC CITY WITHOUT NEW JERSEY EXPANSION .......... 43 VI. NON‐GAMING AND CONVENTIONS ............................................................. 59 VII. THE IMPACT OF NORTH JERSEY GAMING EXPANSION ON ATLANTIC CITY CASINOS ....................................................................................................... 65 VIII. THE FLOW THROUGH IMPACTS TO THE REGION FROM NORTH JERSEY GAMING EXPANSION ................................................................................... 82 IX. LIMITING CONDITIONS .............................................................................. 109 X. APPENDIX – ABOUT THE AUTHORS OF THIS REPORT ................................ 110 iii | Page Gaming Expansion in New Jersey January 2016 I. EXECUTIVE SUMMARY The State of New Jersey is considering the expansion of casino gaming into northern New Jersey. Recent proposed legislation calls for no more than two casinos, each to be located in a different county in municipalities more than 72 miles from Atlantic City. This expansion comes at a time that Atlantic City’s gaming industry, after several years of decline owing to an increasingly competitive northeast gaming market, is finally finding its footing. Atlantic City has right sized its gaming industry, is in the middle of several strategic investments and despite potential new out‐ of‐state competition, has stabilized and is poised for new growth. Expansion of gaming to Northern New Jersey could jeopardize Atlantic City’s recovery and negatively impact not only the gaming industry, but the entire region. GGH (Morowitz Gaming Advisors and Global Gaming & Hospitality) was requested by Resorts Casino Hotel (the “Company”) to prepare an analysis of the expansion of gaming in New Jersey. Specifically, GGH analyzed the impact of two large scale casino investments in northern New Jersey on the competitive environment impacting New Jersey and Atlantic City and quantified the potential impacts on the casinos in Atlantic City and the overall economy of the Atlantic City region. We did not analyze or quantify the offsetting economic impacts of casino expansion in northern New Jersey because there is simply not enough detail in the proposed legislation to determine those impacts. This analysis therefore focuses solely on the impacts to the Atlantic City region. Our analysis and conclusions are based on a number of analytical techniques including an in depth qualitative and quantitative analysis of the trends through the date of this report impacting the gaming industry in Atlantic City as well as governmental spending and trends in the region. Our analysis also relies on the development and utilization of a gravity model, which is a modeling technique used throughout the gaming industry to measure the impacts of new gaming supply on existing competitors and the market as a whole. Atlantic County has grown significantly during the casino era in terms of population and almost all of that growth has been confined to the municipalities and towns in the mainland communities surrounding Atlantic City. This growth was catalyzed and supported by the gaming industry and necessitated much in the way of infrastructure to support this growth including roads, schools and government services. As the industry has contracted, the area has come under considerable stress. As of September 2015, the casino industry generated $2.6 billion of net revenue, $404 million of EBITDA, employed 24,431 employees, over $590 million in wages (not including tips) and was paying approximately $381 million in State and local taxes (including property taxes). On a pro forma basis, those amounts are expected to decline marginally with the opening of new out‐of‐ state competitors anticipated in Pennsylvania, Maryland, New York and Massachusetts to $2.45 billion of gaming revenue, $356 million of EBITDA, 23,029 employees, $557 million in wages and $363 million in taxes. At this point, due to saturation of the U.S. market, it is highly unlikely that 4 | Page Gaming Expansion in