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Pinnacle Entertainment, Inc. 10-Q 2011
WebFilings | EDGAR view
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________ 
FORM 10-Q
(Mark One)
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
or
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission file number: 001-13641
____________________________
PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
95-3667491
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
8918 Spanish Ridge Avenue
Las Vegas, NV 89148
(Address of principal executive offices) (Zip Code)
(702) 541-7777
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 x NO o
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 x NO o
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.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
As of the close of business on May 4, 2011, the number of outstanding shares of the registrant’s common stock was 61,918,913.

PINNACLE ENTERTAINMENT, INC.
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


PART I
Item 1. Financial Statements
PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(amounts in thousands, except per share data)
 
 
For the three months
ended March 31,
 
2011
 
2010
Revenues:
 
 
 
Gaming
$
253,878
 
 
$
230,766
 
Food and beverage
16,428
 
 
15,286
 
Lodging
8,324
 
 
8,398
 
Retail, entertainment and other
9,104
 
 
8,109
 
 
287,734
 
 
262,559
 
Expenses and other costs:
 
 
 
Gaming
143,425
 
 
129,833
 
Food and beverage
16,816
 
 
15,708
 
Lodging
5,320
 
 
5,198
 
Retail, entertainment and other
5,426
 
 
4,568
 
General and administrative
56,354
 
 
54,590
 
Depreciation and amortization
26,699
 
 
25,890
 
Pre-opening and development costs
2,236
 
 
8,884
 
Write-downs, reserves and recoveries, net
692
 
 
(6,035
)
 
256,968
 
 
238,636
 
Operating income
30,766
 
 
23,923
 
Interest expense, net of capitalized interest
(26,190
)
 
(20,952
)
Loss on early extinguishment of debt
 
 
(1,418
)
Other non-operating income
92
 
 
27
 
Income from continuing operations before income taxes
4,668
 
 
1,580
 
Income tax expense
(68
)
 
(679
)
Income from continuing operations
4,600
 
 
901
 
Income (loss) from discontinued operations, net of income taxes
(2,239
)
 
35,842
 
Net income
$
2,361
 
 
$
36,743
 
Net income per common share—basic
 
 
 
Income from continuing operations
$
0.07
 
 
$
0.01
 
Income (loss) from discontinued operations, net of income taxes
(0.03
)
 
0.60
 
Net income per common share—basic
$
0.04
 
 
$
0.61
 
Net income per common share—diluted
 
 
 
Income from continuing operations
$
0.07
 
 
$
0.01
 
Income (loss) from discontinued operations, net of income taxes
(0.03
)
 
0.59
 
Net income per common share—diluted
$
0.04
 
 
$
0.60
 
Number of shares—basic
61,824
 
 
60,107
 
Number of shares—diluted
62,384
 
 
60,936
 
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
 

3


PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
 
March 31, 2011
 
December 31, 2010
 
(Unaudited)
 
 
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
143,021
 
 
$
194,925
 
Accounts receivable, net of allowance for doubtful accounts of $3,450 and $2,810
16,491
 
 
19,318
 
Inventories
7,933
 
 
7,787
 
Prepaid expenses and other assets
15,841
 
 
17,166
 
Assets of discontinued operations held for sale
58,859
 
 
60,120
 
Total current assets
242,145
 
 
299,316
 
Restricted cash
6,452
 
 
6,452
 
Land, buildings, riverboats and equipment: (Note 1)
 
 
 
 
 
Land and land improvements
261,782
 
 
259,402
 
Buildings, riverboats and improvements
1,299,182
 
 
1,290,820
 
Furniture, fixtures and equipment
472,914
 
 
464,427
 
Construction in progress
77,886
 
 
47,111
 
 
2,111,764
 
 
2,061,760
 
Less: accumulated depreciation
(612,155
)
 
(588,145
)
 
1,499,609
 
 
1,473,615
 
Goodwill
52,546
 
 
16,742
 
Intangible assets, net (Note 1)
18,516
 
 
18,516
 
Other assets, net
67,430
 
 
69,153
 
Total assets
$
1,886,698
 
 
$
1,883,794
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
32,770
 
 
$
28,472
 
Accrued interest
26,460
 
 
21,290
 
Accrued compensation
38,927
 
 
47,164
 
Accrued taxes
14,993
 
 
17,426
 
Other accrued liabilities
45,294
 
 
50,886
 
Deferred income taxes
3,287
 
 
3,287
 
Current portion of long-term debt (Note 2)
97
 
 
95
 
Liabilities of discontinued operations held for sale
5,010
 
 
5,425
 
Total current liabilities
166,838
 
 
174,045
 
Long-term debt less current portion (Note 2)
1,176,927
 
 
1,176,622
 
Other long-term liabilities
21,834
 
 
22,204
 
Deferred income taxes
3,553
 
 
3,553
 
Total liabilities
1,369,152
 
 
1,376,424
 
Commitments and contingencies (Note 7)
 
 
 
Stockholders’ Equity
 
 
 
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding
 
 
 
Common stock—$0.10 par value, 61,911,713 and 61,592,135 shares outstanding, net of treasury shares
6,392
 
 
6,360
 
Additional paid in capital
1,036,363
 
 
1,032,548
 
Retained deficit
(505,474
)
 
(511,798
)
Accumulated other comprehensive loss
355
 
 
350
 
Treasury stock, at cost, 2,008,986 of treasury shares for both periods
(20,090
)
 
(20,090
)
Total stockholders’ equity
517,546
 
 
507,370
 
 
$
1,886,698
 
 
$
1,883,794
 
See accompanying notes to the unaudited Condensed Consolidated Financial Statements

4


PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(amounts in thousands)
 
For the three months
ended March 31,
 
2011
 
2010
Cash flows from operating activities:
 
 
 
Net income
$
2,361
 
 
$
36,743
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
26,699
 
 
26,757
 
Gain (loss) on disposal of assets
(232
)
 
514
 
Impairment of buildings, riverboats, and equipment
 
 
2,971
 
Impairment of land and development costs
301
 
 
 
Other write-downs, reserves, and recoveries
 
 
(8
)
Amortization of debt issuance costs
1,869
 
 
1,831
 
Share-based compensation expense
1,452
 
 
1,447
 
Change in income taxes
(2,444
)
 
(1,548
)
Changes in operating assets and liabilities:
 
 
 
Receivables, net
2,927
 
 
2,899
 
Prepaid expenses and other
1,859
 
 
2,711
 
Other long-term assets
211
 
 
(3,050
)
Accounts payable
(505
)
 
(10,081
)
Accrued interest
5,170
 
 
(5,451
)
Other accrued liabilities
(10,971
)
 
(3,988
)
Other long-term liabilities
(404
)
 
(17,965
)
Net cash provided by operating activities
28,293
 
 
33,782
 
Cash flows from investing activities:
 
 
 
Capital expenditures
(38,293
)
 
(65,908
)
Purchase of River Downs racetrack
(45,193
)
 
 
Change in restricted cash
 
 
667
 
Proceeds from sale of property and equipment
923
 
 
1,463
 
Net cash used in investing activities
(82,563
)
 
(63,778
)
Cash flows from financing activities:
 
 
 
Proceeds from credit facility
10,000
 
 
165,379
 
Repayments under credit facility
(10,000
)
 
(122,298
)
Payments on other secured and unsecured notes payable
(24
)
 
(9
)
Proceeds from common stock options exercised
2,361
 
 
15
 
Proceeds from issuance of common stock
 
 
1,081
 
Debt issuance and other financing costs
 
 
(6,447
)
Net cash provided by financing activities
2,337
 
 
37,721
 
Effect of exchange rate changes on cash and cash equivalents
 
 
(58
)
Increase (decrease) in cash and cash equivalents
(51,933
)
 
7,667
 
Cash and cash equivalents at the beginning of the period
195,387
 
 
129,576
 
Cash and cash equivalents at the end of the period
$
143,454
 
 
$
137,243
 
Supplemental Cash Flow Information:
 
 
 
Cash paid for interest, net of amounts capitalized
$
19,162
 
 
$
24,584
 
Cash (received) payments related to income taxes, net
(352
)
 
358
 
Increase (decrease) in construction-related deposits and liabilities
5,577
 
 
(30,493
)
See accompanying notes to the unaudited Condensed Consolidated Financial Statements

5


PINNACLE ENTERTAINMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Note 1—Summary of Significant Accounting Policies
Basis of Presentation and Organization Pinnacle Entertainment, Inc. (“Pinnacle”) is an owner, operator and developer of casinos and related hospitality and entertainment facilities. We operate casinos located in southeastern Indiana (“Belterra Casino Resort”); Lake Charles, New Orleans and Bossier City, Louisiana (“L’Auberge du Lac,” “Boomtown New Orleans” and “Boomtown Bossier City,” respectively); Reno, Nevada (“Boomtown Reno”) and St. Louis, Missouri (“River City Casino” and “Lumière Place Casino and Hotels”). In addition, we own and operate a racetrack facility in southeast Cincinnati, Ohio ("River Downs"), which was purchased in January 2011 for approximately $45.2 million. We view each property as an operating segment, with the exception of our properties located in St. Louis, Missouri, which are aggregated into the “St. Louis” reporting segment. References in these footnotes to “Pinnacle,” the “Company,” “we,” “our” or “us” refer to Pinnacle Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates.
We have classified certain of our assets and liabilities as held for sale in our unaudited Condensed Consolidated Balance Sheets and include the related results of operations in discontinued operations. For further information, see Note 6, Discontinued Operations.
        
We are also developing a casino-hotel in Baton Rouge, Louisiana, which is subject to various regulatory approvals. Management currently expects our Baton Rouge project to open in the summer of 2012. However, the ultimate opening date is dependent upon the Mississippi River water levels and obtaining regulator approvals, among other factors.
 
Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (“SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with the instructions for generally accepted accounting principles in the United States (“GAAP”). The results for the periods indicated are unaudited, but reflect all adjustments that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2010.
Use of Estimates The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and mychoice customer rewards programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates.
Fair Value Effective January 1, 2008, we adopted the authoritative guidance for fair value measurements, which guidance provides companies the option to measure certain financial assets and liabilities at fair value with changes in fair value recognized in earnings each period. We have elected not to measure any financial assets and liabilities at fair value that were not previously required to be measured at fair value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
 
 

6


• Level 1: Quoted market prices in active markets for identical assets or liabilities.
• Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
• Level 3: Unobservable inputs that are not corroborated by market data.
 
We measure our liability for deferred compensation on a recurring basis. As of March 31, 2011, our liability for deferred compensation had a balance and fair value of $1.5 million and was valued using Level 1 inputs.
Land, Buildings, Riverboats and Equipment Land, buildings, riverboats and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $44.8 million at March 31, 2011 and December 31, 2010. We capitalize the costs of improvements that extend the life of the asset. Construction in progress at March 31, 2011 relates primarily to our Baton Rouge project. Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing.
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Depreciation expense
$
25.8
 
 
$
24.4
 
Capitalized interest
$
0.8
 
 
$
3.5
 
We expense maintenance and repairs costs as incurred. Gains or losses on the dispositions of land, buildings, riverboats and equipment are included in the determination of income.
 
Goodwill and Other Intangible Assets Goodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a fair-value-based test. There were no impairments to goodwill during the three months ended March 31, 2011 and 2010. In January 2011, we acquired goodwill totaling $35.8 million related to the purchase of River Downs.
Gaming Taxes We are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment on our gaming revenues and are recorded as a gaming expense in the unaudited Condensed Consolidated Statements of Operations.
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Gaming taxes
$
75.3
 
 
$
67.9
 
Pre-opening and Development Costs Pre-opening and development costs are expensed as incurred. For the three months ended March 31, 2011 and 2010, they consist of the following:
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
River City
$
0.1
 
 
$
8.2
 
Baton Rouge
1.0
 
 
0.2
 
Sugarcane Bay (a)
0.2
 
 
0.4
 
Other
0.9
 
 
0.1
 
Total pre-opening and development costs
$
2.2
 
 
$
8.9
 
(a)
We canceled our Sugarcane Bay project in April 2010. The continuing costs relate to the cost to terminate the project and costs to restore the site to its original state. In April 2011, we agreed to resolve our litigation in regards to issues related to the cancellation of our Sugarcane Bay project. We expect to incur no additional material cash costs as a result of the settlement.

7


Comprehensive Income Our comprehensive income is as follows:
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Net income
$
2.4
 
 
$
36.7
 
  Foreign currency translation loss
 
 
(0.3
)
Post-retirement plan benefit obligation, net of income taxes (a)
 
 
0.1
 
Comprehensive income
$
2.4
 
 
$
36.5
 
 
(a)
Included in the balance are benefit obligations related to both the executive deferred compensation plan and directors’ health and medical plan.
Earnings per Share Diluted earnings per share assume exercise of in-the-money stock options (those options with exercise prices at or below the weighted average market price for the periods presented) outstanding at the beginning of the period or at the date of issuance. We calculate the effect of dilutive securities using the treasury stock method. As of March 31, 2011 and 2010, our share-based awards issued under our stock option plans consisted primarily of common stock option grants, restricted stock units and phantom stock units.
 
Recently Issued Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (the “FASB”) issued new authoritative guidance regarding disclosures about fair value measurements. An entity is now required to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements, and describe the reasons for the transfers, and additional disclosure is required regarding purchases, sales, issuances and settlements of Level 3 measurements. The guidance is effective for interim and annual periods beginning after December 15, 2009, except for the additional disclosure of Level 3 measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance did not have a material effect on our unaudited Condensed Consolidated Financial Statements.
 
In April 2010, the FASB issued authoritative accounting guidance for companies that generate revenue from gaming activities that involve base jackpots, which guidance requires companies to accrue for a liability at the time the company has the obligation to pay the jackpot and record such obligation as a reduction of gaming revenue accordingly. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2010. We adopted this guidance effective January 1, 2011 and reduced our progressive jackpot liability by approximately $4.0 million and recorded a corresponding credit to our beginning retained earnings account.
 
In December 2010, the FASB issued guidance to improve disclosures of supplementary pro forma information for business combinations. The guidance specifies that if an entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period. This guidance also expands the supplemental pro forma disclosures required to include a description of the nature and amount of material nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The guidance is effective prospectively for business combinations for which the acquisition date is on or after annual reporting periods beginning after December 15, 2010. We expect that the adoption of this guidance may have an impact on our consolidated financial statements, in the event that we acquire a company significant to our operations in the future.
A variety of proposed or otherwise potential accounting standards are currently under review and study by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements.
 

8


Note 2—Long-Term Debt
Long-term debt at March 31, 2011 and December 31, 2010 consists of the following:
 
March 31, 2011
 
December 31, 2010
 
(in millions)
Senior Secured Credit Facility
$
 
 
$
 
8.75% Senior Notes due 2020
350.0
 
 
350.0
 
8.625% Senior Subordinated Notes due 2017
444.7
 
 
444.5
 
7.50% Senior Subordinated Notes due 2015
381.6
 
 
381.5
 
Other secured and unsecured notes payable
0.7
 
 
0.7
 
 
1,177.0
 
 
1,176.7
 
Less current maturities
(0.1
)
 
(0.1
)
 
$
1,176.9
 
 
$
1,176.6
 
Senior Secured Credit Facility: On February 5, 2010, we entered into an amended and restated credit agreement for a $375 million revolving credit facility (the “Credit Facility”), which matures on March 31, 2014. As of March 31, 2011, we had no borrowings outstanding under the Credit Facility, and had $9.3 million committed under letters of credit for various self-insurance programs.
Loss on Early Extinguishment of Debt: During the three months ended March 31, 2011, we had no losses on early extinguishment of debt. During the three months ended March 31, 2010, we incurred a loss on early extinguishment of debt of $1.4 million related to the write off of unamortized debt issuance costs related to the execution of our Credit Facility.
Interest expense, net of capitalized interest was as follows:
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Interest expense before capitalization of interest
$
27.0
 
 
$
24.4
 
Less: capitalized interest
(0.8
)
 
(3.5
)
Total interest expense, net of capitalized interest
$
26.2
 
 
$
20.9
 
We stopped capitalizing interest on our River City Casino upon its opening in March 2010, contributing to the decrease in capitalized interest. We began capitalizing interest on our Baton Rouge project during the fourth quarter of 2010.
Fair Value of Financial Instruments: The estimated fair value of our long-term debt at March 31, 2011 was approximately $1.2 billion, with a book value of $1.2 billion. At December 31, 2010, the estimated fair value was approximately $1.3 billion, with a book value of $1.2 billion. The estimated fair value of our senior notes and senior subordinated notes was based on quoted market prices on or about March 31, 2011 and December 31, 2010.
 
Note 3—Income Taxes
 
Our effective income tax rate for continuing operations for the three months ended March 31, 2011 was an expense of $0.1 million, or 1.5%, as compared to an expense of $0.7 million, or 42.9% for the prior year period. Our tax rate differs from the statutory rate of 35.0% due to the effects of permanent items and the recording of a valuation allowance against a portion of our deferred tax assets generated in the current year. It is reasonably possible that the total amount of unrecognized tax benefits may increase by approximately $0.5 million to $2.0 million during the next twelve months.

9


Note 4—Employee Benefit and Other Plans
Share-based Compensation: As of March 31, 2011, we had approximately 5.3 million share-based awards issued, 204,801 of which are restricted stock awards and the rest of which are common stock options, and approximately 2.1 million share-based awards available for grant.
We recorded share-based compensation expense as follows:
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Share-based compensation expense
$
1.5
 
 
$
1.4
 
Unamortized compensation costs
$
16.9
 
 
$
18.7
 
         
The weighted average period over which the costs are expected to be recognized is approximately three years.
The aggregate amount of cash we received from the exercise of stock options is described below. The associated shares were newly issued common stock.
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Cash received from exercise of stock options
$
2.3
 
 
$
 
The following table summarizes information related to our common stock options under our stock option plans:
 
Number of
Stock Options
 
Weighted Average
Exercise Price
Options outstanding at January 1, 2011
5,604,916
 
 
$
13.69
 
Granted
397,800
 
 
$
13.56
 
Exercised
(310,669
)
 
$
7.60
 
Cancelled, Forfeited
(344,100
)
 
$
12.78
 
Options outstanding at March 31, 2011
5,347,947
 
 
$
14.09
 
Vested or expected to vest at a point in the future as of March 31, 2011
4,949,242
 
 
 
Options exercisable at March 31, 2011
2,779,497
 
 
$
16.25
 
Weighted-average value per granted option calculated using the Black-Scholes option-pricing model for options granted during the three months ended March 31, 2011
$
7.05
 
 
 
 
Note 5—Write-downs, reserves and recoveries, net
 
Write-downs, reserves and recoveries, net consist of the following:
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Loss on disposal of assets
$
0.7
 
 
$
0.5
 
Legal settlement recoveries
 
 
(6.5
)
Write-downs, reserves and recoveries, net
$
0.7
 
 
$
(6.0
)
Loss on disposal of assets: During the first quarter of 2011, we sold various slot equipment at our properties for a net loss of $0.7 million, as compared to a net loss of $0.5 million in the prior year period.
Legal settlement recoveries: During March 2010, we received a $6.5 million legal settlement related to the recovery of

10


legal fees.
 
Note 6—Discontinued Operations
Discontinued operations as of March 31, 2011 consist of our Atlantic City operations, our former President Casino operations, our former Casino Magic Argentina operations, our former Casino Magic Biloxi operations and our former operations at The Casino at Emerald Bay in The Bahamas.
Atlantic City: In the first quarter of 2010, we made the decision to sell our Atlantic City operations. We have reflected our Atlantic City operations as discontinued operations and the related assets and liabilities as held for sale.
President Casino: We closed the President Casino on June 24, 2010, and have reflected the entity in discontinued operations and the remaining assets and liabilities as held for sale. In October 2010, we sold The Admiral Riverboat, on which the President Casino formerly operated.
Casino Magic Argentina: On April 29, 2010, we entered into an agreement to sell our Argentina operations. On June 30, 2010, we completed the sale of our Argentina operations for approximately $40.0 million.
Casino Magic Biloxi: Casino Magic Biloxi closed after significant damage from Hurricane Katrina in 2005. In February 2010, we settled all remaining insurance claims in exchange for a final payment of approximately $23.4 million. We received payments totaling approximately $215 million from our insurers related to this asset. Prior insurance advances that exceeded the book value of destroyed assets and certain insured expenses were recorded as a deferred gain of $18.3 million. As a result of this final settlement, we recognized this deferred gain in February 2010 in addition to the gain associated with the proceeds.
The Casino at Emerald Bay: The Casino at Emerald Bay in The Bahamas was closed during the first quarter of 2009. In February 2011, we completed the sale of the final asset and we recorded a gain on sale of $0.1 million. After this sale, we should incur no further costs associated with this entity.
Revenue, expense and net income for entities and operations included in discontinued operations are summarized as follows:
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Revenues
$
0.2
 
 
$
15.0
 
Operating loss
(2.2
)
 
(5.8
)
Non-operating income
 
 
41.7
 
Income (loss) before income taxes
(2.2
)
 
35.9
 
Income tax expense
 
 
(0.1
)
Income (loss) from discontinued operations
$
(2.2
)
 
$
35.8
 
Net assets for entities and operations included in discontinued operations are summarized as follows:
 
March 31, 2011
 
December 31, 2010
 
(in millions)
Assets:
 
 
 
Property and equipment, net
$
38.0
 
 
$
38.0
 
Other assets, net
20.8
 
 
22.1
 
Total assets
$
58.8
 
 
$
60.1
 
Liabilities:
 
 
 
Total liabilities
5.0
 
 
5.4
 
Net assets
$
53.8
 
 
$
54.7
 
 

11


Note 7—Commitments and Contingencies
 
Redevelopment Agreement: In connection with our Lumière Place Casino and Hotel ("Lumière Place"), we have a redevelopment agreement which, among other things, commits us to oversee the investment of $50.0 million in residential housing, retail or mixed-use developments in the City of St. Louis within five years of the opening of Lumière Place. Such investment can be made with partners and partner contributions and project debt financing, all of which count toward the $50.0 million investment commitment. We are also obligated to pay an annual fee of $1.0 million to the City of St. Louis, which obligation began after our River City Casino opened in March 2010. The redevelopment agreement also contains certain contingent payments in the event of certain defaults. If we and any development partners collectively fail to invest $50.0 million in residential housing, retail, or mixed-use developments within five years of the opening of the casino and hotels, we would be obligated to pay an additional annual service fee of $1.0 million, less applicable credits, in year six, $2.0 million in years seven and eight, and $2.0 million annually thereafter, adjusted by the change in the consumer price index.
 
Lease and Development Agreement for River City Casino: In connection with our River City Casino, we have a lease and development agreement with the St. Louis County Port Authority which, among other things, commits us to lease 56 acres for 99 years (subject to certain termination provisions). We have invested the minimum requirement of $375.0 million to: (a) construct a gaming and multi-use facility, which opened on March 4, 2010; (b) perform environmental remediation on the site of the project, which remediation has been completed; (c) contribute $5.1 million for the construction of community and recreational facilities, which amount has been paid; and (d) construct a roadway into the project, which construction is complete. We are still required to develop and construct a hatch shell on the adjoining property within eighteen months of March 4, 2010. We were required to pay rent in the amount of $2.5 million from May 1, 2009 to March 31, 2010, which amount has been paid. From April 1, 2010 through the expiration of the term of the lease and development agreement, we are required to pay to St. Louis County as annual rent the greater of (a) $4.0 million, or (b) 2.5% of annual adjusted gross receipts, as that term is defined in the lease and development agreement. We are also required to invest at least an additional $75 million into a second phase that would include a hotel with a minimum of 100 guestrooms and other amenities, to be mutually agreed upon by us and St. Louis County. The second phase must be opened within three years after March 4, 2010. In each of the five subsequent years that the second phase is not opened, the amount of liquidated damages begins at $2.0 million for the first year and increases by $1.0 million each subsequent year: hence, $3.0 million in year two, $4.0 million in year three, $5.0 million in year four and $6.0 million in year five. As a result, the maximum total amount of such liquidated damages that we would have to pay if the second phase is not completed is $20.0 million.
 
Self-Insurance: We self-insure various levels of general liability and workers' compensation at all of our properties and medical coverage at most of our properties. Insurance reserves include accruals for estimated settlements for known claims, as well as accruals for estimates of claims not yet made, which are included in “Accrued compensation” and “Other accrued liabilities” on the Condensed Consolidated Balance Sheets.
 
Legal
 
Union Proceedings: On October 15, 2010, UNITE HERE local 74 (the “Union”) filed unfair labor practice charges with the National Labor Relations Board (the “NLRB”) against Casino One Corporation, a wholly-owned subsidiary of the Company, which is doing business as Lumière Place Casino and Hotels.  The Union alleges that Lumière Place had failed and refused to bargain collectively with the Union.   On January 28, 2011, the NLRB issued a complaint alleging that Lumière Place unlawfully failed to bargain in good faith and unilaterally modified the terms of employment for bargaining unit employees.  A trial before an administrative law judge of the NLRB is scheduled to commence on May 9, 2011.   In addition, Region 14 of the NLRB has requested authorization from the NLRB to seek an injunction in federal district court, requiring compliance with the National Labor Relations Act and restoration of the status quo that existed prior to Lumière Place's alleged unilateral modifications of the terms of employment.  The NLRB sought an order requiring Lumière Place to bargain in good faith, reinstate work rules, and reinstate with back pay employees who were discharged for violating the modified rules.  Lumière Place and the NLRB executed a settlement agreement resolving all outstanding issues associated with the changes, which was approved by the NLRB on April 28, 2011. 
 
On May 11, 2010, a former President Casino employee filed an unfair labor practice with the NLRB against (1) Casino One Corporation doing business as Lumière Place; (2) PNK (River City), LLC, a wholly-owned subsidiary of Pinnacle, doing business as River City; (3) President Riverboat Casino-Missouri, Inc., a wholly-owned subsidiary of Pinnacle, doing business as President Casino; and (4) Pinnacle Entertainment, Inc. The former employee alleges that Lumière Place, River City, President Casino and Pinnacle Entertainment, Inc. are a single employer, which unlawfully refused to hire President Casino employees for River City and Lumière Place.

12


Madison House Litigation: On December 23, 2008, Madison House Group, L.P. (“Madison House”) filed suit in Superior Court of New Jersey, Chancery Division, Atlantic County against the Company, ACE Gaming, LLC, a wholly owned subsidiary of the Company (“ACE”), and one other defendant. We acquired ACE as part of our acquisition of the entities owning the former Sands Hotel & Casino (the “Sands”) in Atlantic City, New Jersey in November 2006. The lawsuit arises out of a lease dated December 18, 2000 between Madison House as landlord and ACE as tenant for the Madison House hotel in Atlantic City, New Jersey. The lawsuit alleges in part that ACE breached certain obligations under the lease, including, among other things, by failing to operate and maintain the hotel as required by the lease, which was alleged to have resulted in substantial damages to the hotel. The lawsuit further alleges that the Company, as the ultimate parent entity of ACE, should be jointly and severally liable with ACE for the damages sought, and separately alleges independent actions against the Company as described more fully in the lawsuit. The lawsuit seeks specific performance of ACE's obligations under the lease, including restoration of the hotel, as well as unspecified compensatory and exemplary damages, and attorneys' fees, against the Company and ACE. ACE continues to make its payment obligations under the lease, which expires in December 2012.
 
On March 17, 2010, Madison House moved to dismiss its complaint and ACE's counterclaim without prejudice, which motion was heard on April 28, 2010. The court ruled that it was granting the motion to dismiss Madison House's complaint, without prejudice, but that it was denying the motion to dismiss ACE's counterclaim. The court also ruled that the case would be moved from the Chancery Division to the Law Division. On September 20, 2010, Madison House moved to dismiss ACE's counterclaim, which was heard on October 15, 2010. On January 13, 2011 the court denied Madison House's motion to dismiss the counterclaim. While the Company cannot predict the outcome of this litigation, it intends to pursue its counterclaim vigorously.
 
Indiana Tax Dispute: In 2008, the Indiana Department of Revenue (“IDR”) commenced an income tax examination of the Company's Indiana income tax filings for the 2005 to 2007 period. In February 2010, the Company received a notice of proposed adjustment from the field agent in the amount of $7.3 million, excluding interest and penalties of $2.3 million, challenging the treatment of income and gain from certain asset sales, including the sale of the Hollywood Park Racetrack in 1999, and other transactions outside of Indiana, such as the Aztar merger termination fee in 2006, which we reported on our Indiana state tax returns for the years 2000 through 2007. In March 2010, the Company timely filed a protest with the IDR requesting abatement of all tax, interest and penalties. In September 2010, a hearing was held with the IDR where the Company restated significant facts and positions which the Company believed the field agent had not taken into consideration in issuing the assessment. On March 30, 2011, the IDR issued a Letter of Findings ("LOF") from the IDR denying all issues protested. The LOF provides that the Company demonstrated reasonable cause and agreed with the Company that the imposition of the negligence penalty is not appropriate. Accordingly, the Company's request for waiver of the penalty is sustained. The Company has requested a rehearing with the IDR. If the request for rehearing is denied, the Company may appeal the decision to the tax court.
 
Indiana State Sales Tax Dispute: In 2002, following a sales and use tax audit of Belterra Casino Resort, we received a proposed assessment for approximately $3.1 million, including interest and penalties. We filed a protest in December 2002. In March 2006, the IDR conducted an administrative hearing of our protest, and, in April 2006, the IDR denied our protest with respect to nearly the entire assessment. In May 2006, we filed an appeal of the IDR's findings with the Indiana Tax Court and conceded a portion, of which $0.8 million was paid in July 2006. In February 2009, the Indiana Tax Court issued its final determination and concluded that Belterra Casino Resort was not liable for the tax. In April 2009, the IDR filed a Petition to Review with the Indiana Supreme Court. The Indiana Supreme Court heard oral arguments on October 29, 2009. On October 5, 2010, the Indiana Supreme Court reversed the Indiana Tax Court's ruling and ruled against the Company in a 3-2 decision. Following the Indiana Supreme Court's ruling, we received a final demand in the amount of approximately $3.3 million which the Company promptly paid. On November 4, 2010, the Company filed a petition for rehearing with the Indiana Supreme Court. On February 9, 2011, we received the Indiana Supreme Court's order affirming its original decision. However, the Indiana Supreme Court granted rehearing with respect to the penalty portion, which was $246,000, and remanded that issue back to the Indiana Tax Court.
 
Other: We are a party to a number of other pending legal proceedings. Management does not expect that the outcome of such proceedings, either individually or in the aggregate, will have a material effect on our financial position, cash flows or results of operations.
 

13


Note 8—Consolidating Condensed Financial Information
 
Our subsidiaries (excluding a subsidiary with approximately $10.5 million in cash and cash equivalents as of March 31, 2011; a subsidiary with approximately $66.3 million in cash and cash equivalents as of March 31, 2011; and certain non-material subsidiaries) have fully and unconditionally and jointly and severally guaranteed the payment of all obligations under the 7.50% Notes, 8.625% Notes and 8.75% Notes, as well as our Credit Facility. Our Atlantic City entities do not guarantee our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:
 
 
Pinnacle
Entertainment,
Inc.
 
100% Owned
Guarantor
Subsidiaries(a)
 
100% Owned
Non-
Guarantor
Subsidiaries(b)
 
Consolidating
and
Eliminating
Entries
 
Pinnacle
Entertainment,
Inc.
Consolidated
 
(in millions)
For the three months ended March 31, 2011
 
 
 
 
 
 
 
 
 
Statement of Operations
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Gaming
$
 
 
$
253.9
 
 
$
 
 
$
 
 
$
253.9
 
Food and beverage
 
 
16.4
 
 
 
 
 
 
16.4
 
Other
 
 
17.4
 
 
 
 
 
 
17.4
 
 
 
 
287.7
 
 
 
 
 
 
287.7
 
Expenses:
 
 
 
 
 
 
 
 
 
Gaming
 
 
143.4
 
 
 
 
 
 
143.4
 
Food and beverage
 
 
16.8
 
 
 
 
 
 
16.8
 
General and administrative and other
10.2
 
 
59.1
 
 
 
 
 
 
69.3
 
Depreciation and amortization
0.9
 
 
25.8
 
 
 
 
 
 
26.7
 
Write-downs, reserves and recoveries
0.5
 
 
0.2
 
 
 
 
 
 
0.7
 
 
11.6
 
 
245.3
 
 
 
 
 
 
256.9
 
Operating income (loss)
(11.6
)
 
42.4
 
 
 
 
 
 
30.8
 
Equity earnings of subsidiaries
37.8
 
 
0.4
 
 
 
 
(38.2
)
 
 
Interest expense and non-operating income, net
(27.0
)
 
0.8
 
 
 
 
 
 
(26.2
)
Loss on early extinguishment of debt
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations before inter-company activity and income taxes
(0.8
)
 
43.6
 
 
 
 
(38.2
)
 
4.6
 
Management fee & inter-company interest
3.2
 
 
(3.2
)
 
 
 
 
 
 
Income tax expense
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
2.4
 
 
40.4
 
 
 
 
(38.2
)
 
4.6
 
Income (loss) from discontinued operations, net of taxes
 
 
(2.7
)
 
0.5
 
 
 
 
(2.2
)
Net income (loss)
$
2.4
 
 
$
37.7
 
 
$
0.5
 
 
$
(38.2
)
 
$
2.4
 
 

14


 
Pinnacle
Entertainment,
Inc.
 
100% Owned
Guarantor
Subsidiaries(a)
 
100% Owned
Non-
Guarantor
Subsidiaries(b)
 
Consolidating
and
Eliminating
Entries
 
Pinnacle
Entertainment,
Inc.
Consolidated
 
(in millions)
For the three months ended March 31, 2010
 
 
 
 
 
 
 
 
 
Statement of Operations
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Gaming
$
 
 
$
230.8
 
 
$
 
 
$
 
 
$
230.8
 
Food and beverage
 
 
15.3
 
 
 
 
 
 
15.3
 
Other
 
 
16.5
 
 
 
 
 
 
16.5
 
 
 
 
262.6
 
 
 
 
 
 
262.6
 
Expenses:
 
 
 
 
 
 
 
 
 
Gaming
 
 
129.8
 
 
 
 
 
 
129.8
 
Food and beverage
 
 
15.7
 
 
 
 
 
 
15.7
 
General and administrative and other
9.8
 
 
64.0
 
 
(0.6
)
 
 
 
73.2
 
Depreciation and amortization
1.4
 
 
24.4
 
 
0.1
 
 
 
 
25.9
 
Write-downs, reserves and recoveries
(6.4
)
 
0.4
 
 
 
 
 
 
(6.0
)
 
4.8
 
 
234.3
 
 
(0.5
)
 
 
 
238.6
 
Operating income (loss)
(4.8
)
 
28.3
 
 
0.5
 
 
 
 
24.0
 
Equity earnings of subsidiaries
63.7
 
 
1.1
 
 
 
 
(64.8
)
 
 
Interest expense and non-operating income, net
(24.4
)
 
3.4
 
 
 
 
 
 
(21.0
)
Loss on early extinguishment of debt
(1.4
)
 
 
 
 
 
 
 
(1.4
)
Income (loss) from continuing operations before inter-company activity and income taxes
33.1
 
 
32.8
 
 
0.5
 
 
(64.8
)
 
1.6
 
Management fee & inter-company interest
4.3
 
 
(4.3
)
 
 
 
 
 
 
Income tax expense
(0.7
)
 
 
 
 
 
 
 
(0.7
)
Income (loss) from continuing operations
36.7
 
 
28.5
 
 
0.5
 
 
(64.8
)
 
0.9
 
Income from discontinued operations, net of taxes
 
 
34.6
 
 
1.2
 
 
 
 
35.8
 
Net income (loss)
$
36.7
 
 
$
63.1
 
 
$
1.7
 
 
$
(64.8
)
 
$
36.7
 

15


 
Pinnacle
Entertainment,
Inc.
 
100% Owned
Guarantor
Subsidiaries(a)
 
100% Owned
Non-
Guarantor
Subsidiaries(b)
 
Consolidating
and
Eliminating
Entries
 
Pinnacle
Entertainment,
Inc.
Consolidated
 
(in millions)
As of March 31, 2011
 
 
 
 
 
 
 
 
 
Balance Sheet
 
 
 
 
 
 
 
 
 
Current assets
$
26.2
 
 
$
80.2
 
 
$
76.9
 
 
$
 
 
$
183.3
 
Property and equipment, net
17.0
 
 
1,482.2
 
 
0.4
 
 
 
 
1,499.6
 
Other non-current assets
57.9
 
 
87.0
 
 
 
 
 
 
144.9
 
Investment in subsidiaries
1,652.5
 
 
 
 
 
 
(1,652.5
)
 
 
Assets of discontinued operations held for sale
 
 
59.5
 
 
 
 
(0.6
)
 
58.9
 
Inter-company
1.2
 
 
 
 
 
 
(1.2
)
 
 
 
$
1,754.8
 
 
$
1,708.9
 
 
$
77.3
 
 
$
(1,654.3
)
 
$
1,886.7
 
Current liabilities
46.6
 
 
115.1
 
 
0.1
 
 
 
 
161.8
 
Notes payable, long term
1,176.3
 
 
0.6
 
 
 
 
 
 
1,176.9
 
Other non-current liabilities
14.3
 
 
11.1
 
 
 
 
 
 
25.4
 
Liabilities of discontinued operations held for sale
 
 
5.0
 
 
 
 
 
 
5.0
 
Inter-company
 
 
 
 
1.2
 
 
(1.2
)
 
 
Equity
517.6
 
 
1,577.1
 
 
76.0
 
 
(1,653.1
)
 
517.6
 
 
$
1,754.8
 
 
$
1,708.9
 
 
$
77.3
 
 
$
(1,654.3
)
 
$
1,886.7
 
As of December 31, 2010
 
 
 
 
 
 
 
 
 
Balance Sheet
 
 
 
 
 
 
 
 
 
Current assets
$
84.0
 
 
$
78.1
 
 
$
77.2
 
 
$
 
 
$
239.3
 
Property and equipment, net
13.0
 
 
1,460.1
 
 
0.5
 
 
 
 
1,473.6
 
Other non-current assets
59.3
 
 
51.4
 
 
 
 
 
 
110.7
 
Investment in subsidiaries
1,585.3
 
 
 
 
 
 
(1,585.3
)
 
 
Assets of discontinued operations held for sale
 
 
60.5
 
 
0.3
 
 
(0.6
)
 
60.2
 
Inter-company
1.2
 
 
 
 
 
 
(1.2
)
 
 
 
$
1,742.8
 
 
$
1,650.1
 
 
$
78.0
 
 
$
(1,587.1
)
 
$
1,883.8
 
Current liabilities
45.1
 
 
123.4
 
 
0.1
 
 
 
 
168.6
 
Notes payable, long term
1,176.0
 
 
0.7
 
 
 
 
 
 
1,176.7
 
Other non-current liabilities
14.3
 
 
11.4
 
 
 
 
 
 
25.7
 
Liabilities of discontinued operations held for sale
 
 
5.4
 
 
 
 
 
 
5.4
 
Inter-company
 
 
 
 
1.2
 
 
(1.2
)
 
 
Equity
507.4
 
 
1,509.2
 
 
76.7
 
 
(1,585.9
)
 
507.4
 
 
$
1,742.8
 
 
$
1,650.1
 
 
$
78.0
 
 
$
(1,587.1
)
 
$
1,883.8
 

16


 
Pinnacle
Entertainment,
Inc.
 
100% Owned
Guarantor
Subsidiaries(a)
 
100% Owned
Non-
Guarantor
Subsidiaries(b)
 
Consolidating
and
Eliminating
Entries
 
Pinnacle
Entertainment,
Inc.
Consolidated
 
(in millions)
For the three months ended March 31, 2011
 
 
 
 
 
 
 
 
 
Statement of Cash Flows
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
$
(55.7
)
 
$
84.4
 
 
$
(0.4
)
 
$
 
 
$
28.3
 
Cash provided by (used in) investing activities Capital expenditures and other
(4.9
)
 
(78.1
)
 
0.4
 
 
 
 
(82.6
)
Cash provided by (used in) investing activities
(4.9
)
 
(78.1
)
 
0.4
 
 
 
 
(82.6
)
Cash provided by financing activities Change in notes payable and other
2.3
 
 
 
 
 
 
 
 
2.3
 
Cash provided by financing activities
2.3
 
 
 
 
 
 
 
 
2.3
 
Increase (decrease) in cash and cash equivalents
(58.3
)
 
6.3
 
 
 
 
 
 
(52.0
)
Cash and cash equivalents, beginning of period
76.9
 
 
41.6
 
 
76.9
 
 
 
 
195.4
 
Cash and cash equivalents, end of period
$
18.6
 
 
$
47.9
 
 
$
76.9
 
 
$
 
 
$
143.4
 
 
 
 
 
 
 
 
 
 
 
For the three months ended March 31, 2010
 
 
 
 
 
 
 
 
 
Statement of Cash Flows
 
 
 
 
 
 
 
 
 
Cash provided by (used in) operating activities
$
(30.9
)
 
$
66.3
 
 
$
(1.6
)
 
$
 
 
$
33.8
 
Cash used in investing activities Capital expenditure and other
(1.0
)
 
(62.8
)
 
 
 
 
 
(63.8
)
Cash used in investing activities
(1.0
)
 
(62.8
)
 
 
 
 
 
(63.8
)
Cash provided by financing activities Change in notes payable
37.7
 
 
 
 
 
 
 
 
37.7
 
Cash provided by financing activities
37.7
 
 
 
 
 
 
 
 
37.7
 
Effect of exchange rate changes on cash
 
 
 
 
(0.1
)
 
 
 
(0.1
)
Increase (decrease) in cash and cash equivalents
5.8
 
 
3.5
 
 
(1.7
)
 
 
 
7.6
 
Cash and cash equivalents, beginning of period
1.5
 
 
56.7
 
 
71.4
 
 
 
 
129.6
 
Cash and cash equivalents, end of period
$
7.3
 
 
$
60.2
 
 
$
69.7
 
 
$
 
 
$
137.2
 
_______________________ 
(a)
The following material subsidiaries are identified as guarantors of the 7.50% Notes, 8.625% Notes and 8.75% Notes: Belterra Resort Indiana, LLC; Boomtown, LLC; PNK (RENO), LLC; Louisiana-I Gaming; PNK (LAKE CHARLES), L.L.C.; Casino Magic Corp.; Biloxi Casino Corp.; PNK (BOSSIER CITY), Inc.; Casino One Corporation; PNK (ES), LLC; PNK (ST. LOUIS RE), LLC; AREP Boardwalk Properties LLC; PNK (Baton Rouge Partnership; PNK (River City), LLC, PNK (SCB), L.L.C.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK Development 13, LLC; PNK (Ohio), LLC, PNK (Ohio) II, LLC, PNK (Ohio) III, LLC, President Riverboat Casino-Missouri, Inc.; and ACE Gaming, LLC. In addition, certain other immaterial subsidiaries are also guarantors of the 7.50% Notes, 8.625% Notes and 8.75% Notes.
 
(b)
PNK Development 11, LLC, which, as of March 31, 2011, held approximately $66.3 million in cash and cash equivalents, is our only material non-guarantor of the 7.50% Notes, 8.625% Notes and 8.75% Notes. Other non-guarantor subsidiaries include, but are not limited to, a subsidiary with $10.5 million in cash and cash equivalents as of March 31, 2011.

17


Note 9—Segment Information
We use Adjusted EBITDA (as defined below) to compare operating results among our segments and allocate resources. The following table highlights our Adjusted EBITDA and reconciles Adjusted EBITDA to income from continuing operations for the three months ended March 31, 2011 and 2010.
 
For the three months ended
March 31,
 
2011
 
2010
 
(in millions)
Revenues:
 
 
 
L'Auberge du Lac
$
88.8
 
 
$
86.4
 
St. Louis (a)
93.5
 
 
71.8
 
Boomtown New Orleans
36.9
 
 
34.8
 
Belterra Casino Resort
36.7
 
 
36.3
 
Boomtown Bossier City
23.1