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Pinnacle Entertainment, Inc. 10-Q 2013
PNK 9.30.13 10Q
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 September 30, 2013
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 November 8, 2013, the number of outstanding shares of the registrant’s common stock was 59,197,606.



PINNACLE ENTERTAINMENT, INC.
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT




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 September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
Gaming
$
371,624

 
$
225,667

 
$
847,650

 
$
663,995

Food and beverage
22,692

 
14,623

 
50,228

 
40,026

Lodging
9,677

 
6,170

 
20,509

 
16,913

Retail, entertainment and other
14,934

 
9,692

 
34,414

 
27,138

Total revenues
418,927

 
256,152

 
952,801

 
748,072

Expenses and other costs:
 
 
 
 
 
 
 
Gaming
203,599

 
124,639

 
474,432

 
366,126

Food and beverage
19,858

 
12,649

 
43,807

 
34,731

Lodging
3,981

 
3,231

 
10,130

 
8,367

Retail, entertainment and other
7,416

 
6,005

 
16,744

 
15,905

General and administrative
84,519

 
46,303

 
185,758

 
136,014

Depreciation and amortization
39,528

 
19,058

 
85,183

 
54,502

Pre-opening and development costs
63,086

 
11,516

 
87,851

 
18,444

Write-downs, reserves and recoveries, net
12,130

 
61

 
14,259

 
201

Total expenses and other costs
434,117

 
223,462

 
918,164

 
634,290

Operating (loss) income
(15,190
)
 
32,690

 
34,637

 
113,782

Interest expense, net
(48,500
)
 
(22,960
)
 
(105,420
)
 
(67,346
)
Loss on early extinguishment of debt
(30,830
)
 

 
(30,830
)
 
(20,718
)
Loss from equity method investments

 
(1,367
)
 
(92,181
)
 
(4,206
)
Income (loss) from continuing operations before income taxes
(94,520
)
 
8,363

 
(193,794
)
 
21,512

Income tax benefit (expense)
47,378

 
(1,701
)
 
51,766

 
(3,674
)
Income (loss) from continuing operations
(47,142
)
 
6,662

 
(142,028
)
 
17,838

Loss from discontinued operations, net of income taxes
(133,275
)
 
(7,020
)
 
(128,887
)
 
(7,247
)
Net income (loss)
(180,417
)
 
(358
)
 
(270,915
)
 
10,591

Net loss attributable to non-controlling interest
(11
)
 

 
(36
)
 

Net income (loss) attributable to Pinnacle Entertainment, Inc.
$
(180,406
)
 
$
(358
)
 
$
(270,879
)
 
$
10,591

Net income (loss) per common share—basic
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.80
)
 
$
0.11

 
$
(2.43
)
 
$
0.29

Loss from discontinued operations, net of income taxes
(2.27
)
 
(0.11
)
 
(2.20
)
 
(0.12
)
Net income (loss) per common share—basic
$
(3.07
)
 
$

 
$
(4.63
)
 
$
0.17

Net income (loss) per common share—diluted
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
(0.80
)
 
$
0.11

 
$
(2.43
)
 
$
0.29

Loss from discontinued operations, net of income taxes
(2.27
)
 
(0.11
)
 
(2.20
)
 
(0.12
)
Net income (loss) per common share—diluted
$
(3.07
)
 
$

 
$
(4.63
)
 
$
0.17

Number of shares—basic
58,777

 
61,560

 
58,548

 
62,095

Number of shares—diluted
58,777

 
62,027

 
58,548

 
62,498

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

3


PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(amounts in thousands)
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
Net income (loss)
$
(180,417
)
 
$
(358
)
 
$
(270,915
)
 
$
10,591

Post-retirement plan benefit obligation, net of income taxes

 
5

 

 
14

Comprehensive income (loss)
(180,417
)
 
(353
)
 
(270,915
)
 
10,605

Comprehensive loss attributable to non-controlling interest
(11
)
 

 
(36
)
 

Comprehensive income (loss) attributable to Pinnacle Entertainment, Inc.
$
(180,406
)
 
$
(353
)
 
$
(270,879
)
 
$
10,605

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.


4


PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
 
September 30,
2013
 
December 31,
2012
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
196,745

 
$
94,800

Accounts receivable, net of allowance for doubtful accounts of $8,170 and $7,308
26,840

 
19,340

Inventories
7,883

 
5,530

Held-to-maturity securities

 
4,428

Income tax receivable, net
12,332

 

Prepaid expenses and other assets
27,794

 
11,468

Deferred income taxes
11,300

 

Assets of discontinued operations held for sale
508,104

 
459,841

Total current assets
790,998

 
595,407

Restricted cash
11,592

 
5,667

Land, buildings, vessels and equipment, net
3,026,638

 
1,285,871

Goodwill
921,550

 
55,157

Equity method investments
1,975

 
91,424

Intangible assets, net
505,999

 
20,833

Other assets, net
85,593

 
54,635

Total assets
$
5,344,345

 
$
2,108,994

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
60,950

 
$
30,401

Accrued interest
69,198

 
26,422

Accrued compensation
83,716

 
32,800

Accrued taxes
52,332

 
19,803

Other accrued liabilities
102,662

 
62,212

Deferred income taxes

 
3,210

Current portion of long-term debt
16,005

 
3,250

Liabilities of discontinued operations held for sale
69,482

 
21,429

Total current liabilities
454,345

 
199,527

Long-term debt less current portion
4,479,686

 
1,437,251

Other long-term liabilities
28,457

 
21,606

Deferred income taxes
176,871

 
3,493

Total liabilities
5,139,359

 
1,661,877

Commitments and contingencies (Note 8)

 

Stockholders’ equity:
 
 
 
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding

 

Common stock—$0.10 par value, 100,000,000 authorized, 59,041,887 and 58,206,813 shares outstanding, net of treasury shares
6,542

 
6,458

Additional paid-in capital
1,071,101

 
1,053,919

Retained deficit
(813,058
)
 
(542,179
)
Accumulated other comprehensive income
9

 
9

Treasury stock, at cost, 6,374,882 of treasury shares for both periods
(71,090
)
 
(71,090
)
Total Pinnacle stockholders' equity
193,504

 
447,117

Non-controlling interest
11,482

 

Total stockholders' equity
204,986

 
447,117

Total liabilities and stockholders' equity
$
5,344,345

 
$
2,108,994

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

5


PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(amounts in thousands)
 
 
Capital Stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Deficit
 
Accumulated
Other
Comprehensive
Income
 
Treasury
Stock
 
Total Attributable to Parent
 
Non-Controlling Interest
 
Total
Stockholders'
Equity
Balance as of January 1, 2013
 
58,207

 
$
6,458

 
$
1,053,919

 
$
(542,179
)
 
$
9

 
$
(71,090
)
 
$
447,117

 
$

 
$
447,117

Net loss
 

 

 

 
(270,879
)
 

 

 
(270,879
)
 
(36
)
 
(270,915
)
Non-controlling interest
 

 

 

 

 

 

 

 
12,429

 
12,429

Distribution to minority owner
 

 

 

 

 

 

 

 
(911
)
 
(911
)
Share-based compensation
 

 

 
8,550

 

 

 

 
8,550

 

 
8,550

Common stock issuance and option exercises
 
736

 
74

 
8,414

 

 

 

 
8,488

 

 
8,488

Tax benefit from stock option exercises
 

 

 
65

 

 

 

 
65

 

 
65

Share issuance
 
99

 
10

 
153

 

 

 

 
163

 

 
163

Balance as of September 30, 2013
 
59,042

 
$
6,542

 
$
1,071,101

 
$
(813,058
)
 
$
9

 
$
(71,090
)
 
$
193,504

 
$
11,482

 
$
204,986


See accompanying notes to the unaudited Condensed Consolidated Financial Statements.


6


PINNACLE ENTERTAINMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(amounts in thousands)
 
For the nine months ended
September 30,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(270,915
)
 
$
10,591

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
97,727

 
80,089

Loss on disposal of assets
2,336

 
496

Loss from equity method investments
92,181

 
4,206

Loss on early extinguishment of debt
30,830

 
20,718

Reserve on uncollectible loan receivable
1,760

 
1,700

Impairment of indefinite-lived intangible assets
10,000

 

Impairment of buildings, vessels and equipment
144,722

 

Impairment of land and development costs

 
6,950

Amortization of debt issuance costs and debt discounts
4,324

 
4,872

Share-based compensation expense
8,550

 
7,065

Changes in operating assets and liabilities:
 
 
 
Receivables, net
2,593

 
3,932

Prepaid expenses and other
9,848

 
(5,557
)
Accounts payable, accrued expenses and other
(4,121
)
 
36,220

Net cash provided by operating activities
129,835

 
171,282

Cash flows from investing activities:
 
 
 
Capital expenditures
(188,457
)
 
(255,013
)
Payments for business combinations, net of cash acquired
(1,749,736
)
 
(4,300
)
Equity method investments, inclusive of capitalized interest
(2,732
)
 
(20,428
)
Purchase of held-to-maturity debt securities
(5,853
)
 
(20,062
)
Proceeds from matured investments
4,428

 

Proceeds from sale of property and equipment
318

 
4,200

Net proceeds from sale of discontinued operations
29,246

 
10,784

Purchase of intangible assets

 
(1,057
)
Proceeds from non-refundable deposit

 
25,000

Loans receivable, net
(6,346
)
 
(6,036
)
Refund of restricted cash

 
413

Net cash used in investing activities
(1,919,132
)
 
(266,499
)
Cash flows from financing activities:
 
 
 
Proceeds from Credit Facility
1,651,702

 
47,500

Repayments under Credit Facility
(5,122
)
 
(103,500
)
Proceeds from issuance of long-term debt
850,000

 
646,750

Repayments of long-term debt
(567,462
)
 
(390,688
)
Proceeds from common stock options exercised, net
8,488

 
996

Payments on other secured and unsecured notes payable

 
(653
)
Purchase of treasury shares

 
(28,643
)
Distribution to non-controlling interest minority owner
(911
)
 

Debt issuance and other financing costs
(41,073
)
 
(12,408
)
Net cash provided by financing activities
1,895,622

 
159,354

Increase in cash and cash equivalents
106,325

 
64,137

Cash and cash equivalents at the beginning of the period
101,792

 
80,294

Cash and cash equivalents at the end of the period
$
208,117

 
$
144,431

 
 
 
 
Supplemental cash flow information:
 
 
 
Cash paid for interest, net of amounts capitalized
$
59,521

 
$
52,728

Cash payments related to income taxes, net
2,229

 
3,374

Decrease in construction-related deposits and liabilities
(2,473
)
 
(6,528
)
Non-cash consideration for business combination

 
(300
)

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

7


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. In August 2013, we acquired all of the outstanding common shares of Ameristar Casinos, Inc. ("Ameristar") in an all cash transaction valued at $26.50 per share representing total consideration of $2.8 billion, including assumed debt. For further information about the acquisition, see Note 6, Investments and Acquisition Activities. 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.

Excluding discontinued operations, we own 14 gaming properties in Louisiana, Mississippi, Missouri, Indiana, Colorado, and Nevada. We also own a racetrack in Ohio and operate a racetrack in Texas. Prior to the acquisition of Ameristar, we viewed each property as an reporting segment, with the exception of our St. Louis, Missouri properties which were aggregated into the "St. Louis" reporting segment. Upon the acquisition of Ameristar, we have changed our reporting segments as follows.
South segment
 
Ameristar Vicksburg *
Vicksburg, Mississippi
Boomtown Bossier City
Bossier City, Louisiana
Boomtown New Orleans
New Orleans, Louisiana
L'Auberge Baton Rouge
Baton Rouge, Louisiana
L'Auberge Lake Charles
Lake Charles, Louisiana
 
 
Midwest segment
 
Ameristar Council Bluffs *
Council Bluffs, Iowa
Ameristar East Chicago *
East Chicago, Indiana
Ameristar Kansas City *
Kansas City, Missouri
Ameristar St. Charles *
St. Charles, Missouri
Belterra Casino Resort
Switzerland County, Indiana
Belterra Park Gaming & Entertainment Center (formerly River Downs)
Cincinnati, Ohio
River City Casino
St. Louis, Missouri
 
 
West segment
 
Ameristar Black Hawk *
Black Hawk, Colorado
Cactus Petes *
Jackpot, Nevada
The Horseshu *
Jackpot, Nevada
 
 
* Ameristar properties acquired in the Merger
 
  
In addition, we manage Retama Park Racetrack in San Antonio, Texas, and own and operate a live and televised poker tournament series under the trade name Heartland Poker Tour.

We have classified certain of our assets and liabilities as held for sale in our unaudited Condensed Consolidated Balance Sheets and included the related results of operations in discontinued operations. As of September 30, 2013, Lumière Place Casino and Hotels and Ameristar Casino Resort Spa Lake Charles, which is currently under construction, are considered held for sale and the related results of operations have been reclassified as discontinued operations. For further information, see Note 7, Discontinued Operations. Our unaudited Condensed Consolidated Statements of Cash Flows have not been adjusted for discontinued operations.

Principles of Consolidation: The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (the “SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in

8


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. Investments in unconsolidated affiliates in which we have the ability to exercise significant influence are accounted for under the equity method. 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, Form 10-K/A Amendment No. 1 and Form 10-K/A Amendment No. 2 filed with the SEC for the year ended December 31, 2012.

Use of Estimates: The preparation of unaudited Condensed 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, estimates required to allocate the purchase price of Ameristar to tangible and identifiable intangible assets acquired and liabilities assumed, 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 our customer loyalty 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: Fair value measurements affect our accounting and impairment assessments of our long-lived assets, investments in unconsolidated affiliates, assets acquired in an acquisition, goodwill, and other intangible assets. Fair value measurements also affect our accounting for certain financial assets and liabilities. 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 and is measured according to a hierarchy that includes: "Level 1" inputs, such as quoted prices in an active market for identical assets or liabilities; "Level 2" inputs, which are observable inputs for similar assets; or "Level 3" inputs, which are unobservable inputs.

The following table presents a summary of fair value measurements by level for certain liabilities measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets:
 
 
 
Fair Value Measurements Using:
 
Total Fair Value
 
Level 1
 
Level 2
 
Level 3
 
(in millions)
As of September 30, 2013
 
Liabilities:
 
 
 
 
 
 
 
Deferred compensation
$
0.9

 
$
0.9

 
$

 
$

As of December 31, 2012
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Deferred compensation
$
1.0

 
$
1.0

 
$

 
$



9


The following table presents a summary of fair value measurements by level for certain financial instruments not measured at fair value on a recurring basis in the unaudited Condensed Consolidated Balance Sheets for which it is practicable to estimate fair value:
 
 
 
 
 
Fair Value Measurements Using:
 
Total Carrying Value
 
Total Fair Value
 
Level 1
 
Level 2
 
Level 3
As of September 30, 2013
(in millions)
Assets:
 
 
 
 
 
 
 
 
 
Held-to-maturity securities
$
14.8

 
$
30.1

 
$

 
$
26.7

 
$
3.4

Promissory notes
$
9.0

 
$
15.9

 
$

 
$
15.9

 
$

Liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt
$
4,495.7

 
$
4,615.3

 
$

 
$
4,615.3

 
$

As of December 31, 2012
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
Held-to-maturity securities
$
14.4

 
$
14.4

 
$

 
$
14.4

 
$

Promissory notes
$
4.0

 
$
4.0

 
$

 
$
4.0

 
$

Liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt
$
1,440.5

 
$
1,532.1

 
$

 
$
1,532.1

 
$


The estimated fair values for certain of our long-term held-to-maturity securities and our long-term promissory notes were based on Level 2 inputs using observable market data for comparable instruments in establishing prices.

The estimated fair values for certain of our long-term held-to-maturity securities were based on Level 3 inputs using a present value of future cash flow valuation technique that rely on management assumptions and qualitative observations. Key significant unobservable inputs in this technique include discount rate risk premiums and probability-weighted cash flow scenarios.

The estimated fair values of our long-term debt includes the fair value of our senior notes, senior subordinated notes, senior secured credit facility and term loan using Level 2 inputs of observable market data on comparable debt instruments on or about September 30, 2013 and December 31, 2012.

Land, Buildings, Vessels and Equipment: Land, buildings, vessels and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $40.6 million at September 30, 2013. We capitalize the costs of improvements that extend the life of the asset. We expense maintenance and repair costs as incurred. Gains or losses on the dispositions of land, buildings, vessels and equipment are included in the determination of income.

Development costs directly associated with the acquisition, development and construction of a project are capitalized as a cost of the project, during the periods in which activities necessary to get the property ready for its intended use are in progress. The costs incurred for development projects are carried at cost. Interest costs associated with development projects are capitalized as part of the cost of the constructed asset. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted-average cost of borrowing. Capitalization of interest ceases when the project, or discernible portions of the project, is substantially complete. If substantially all of the construction activities of a project are suspended, capitalization of interest will cease until such activities are resumed. For further discussion, see Note 2, Long-term Debt.


10


The following table presents a summary of our land, buildings, vessels and equipment:
 
September 30,
2013
 
December 31,
2012
 
(in millions)
Land, buildings, vessels and equipment:
 

 
 

Land and land improvements
$
416.2

 
$
241.2

Buildings, vessels and improvements
2,483.5

 
1,113.3

Furniture, fixtures and equipment
616.9

 
428.3

Construction in progress
118.8

 
46.4

Land, buildings, vessels and equipment, gross
3,635.4

 
1,829.2

Less: accumulated depreciation
(608.8
)
 
(543.3
)
Land, buildings, vessels and equipment, net
$
3,026.6

 
$
1,285.9


Equity Method Investments: We apply equity method accounting for investments when we do not control the investee, but have the ability to exercise significant influence over its operating and finance policies. Equity method investments are recorded at cost, with the allocable portion of the investee's income or loss reported in earnings, and adjusted for capital contributions to and distributions from the investee. Distributions in excess of equity method earnings, if any, are recognized as a return of investment and recorded as investing cash flows in the unaudited Condensed Consolidated Statements of Cash Flows. We review our equity investments for impairment whenever events or changes in circumstances indicate that the carrying value of our investment may have experienced an other-than-temporary decline in value. If such conditions exist, we would compare the estimated fair value of the investment to its carrying value to determine if an impairment is indicated. In addition, we would determine if the impairment is other-than-temporary based on our assessment of all relevant factors, including consideration of our intent and ability to retain the investment. To estimate fair value, we would use a discounted cash flow analysis based on estimated future results of the investee and market indicators of terminal year capitalization rates.

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. During the third quarter of 2013, we determined there was an indication of impairment for our Boomtown Bossier City gaming license due to a decrease in forecasted financial performance resulting from new competition, and we recorded an impairment of $10 million. For further discussion, see Note 5, Write-downs, reserves and recoveries, net. During the nine months ended September 30, 2013, we acquired $866.4 million of goodwill and $529.2 million of intangible assets related to our acquisition of Ameristar and Pinnacle Retama Partners, LLC. For further discussion, see Note 6, Investments and Acquisition Activities.
Customer Loyalty Programs: We currently offer incentives to our customers through two customer loyalty programs, mychoice for our legacy Pinnacle properties, and Star Awards for the legacy Ameristar properties. Under both programs, customers earn points based on their level of play that may be redeemed for various benefits, such as cash back, dining, or hotel stays, among others. The reward credit balance under both plans will be forfeited if the customer does not earn any reward credits over the prior six-month period for mychoice, or 12-month period for Star Awards. In addition, based on their level of play under the mychoice program, customers can earn additional benefits without redeeming points, such as a car lease, among other items.
We accrue a liability for the estimated cost of providing these benefits as the benefits are earned. Estimates and assumptions are made regarding cost of providing the benefits, breakage rates, and the mix of goods and services customers will choose. We use historical data to assist in the determination of estimated accruals. Changes in estimates or customer redemption habits could produce significantly different results. At September 30, 2013 and December 31, 2012, we had accrued $16.9 million and $10.6 million, respectively, for the estimated cost of providing these benefits. Such amounts are included in "Other accrued liabilities" in our unaudited Condensed Consolidated Balance Sheets.

Revenue Recognition. Gaming revenues consist of the net win from gaming activities, which is the difference between amounts wagered and amounts paid to winning patrons, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers’ possession. Gaming revenues are reduced by the cash value of customer loyalty program points and coin coupon offerings. Food and beverage, lodging, retail, entertainment, and other operating revenues are recognized as products are delivered or services are performed.


11


The retail value of food and beverage, lodging and other services furnished to guests on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The estimated cost of providing such promotional allowances is primarily included in gaming expenses. The amounts included in promotional allowances and the cost of providing such promotional allowances are as follows:
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Food and beverage
$
28.1

 
$
14.8

 
$
61.7

 
$
42.4

Lodging
14.9

 
7.3

 
29.3

 
21.0

Other
3.7

 
2.5

 
9.3

 
6.8

Total promotional allowances
$
46.7

 
$
24.6

 
$
100.3

 
$
70.2

 
 
 
 
 
 
 
 
Promotional allowance costs included in gaming expense
$
31.8

 
$
18.4

 
$
72.2

 
$
51.7


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 September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Gaming taxes
$
105.3

 
$
66.0

 
$
244.1

 
$
195.0

Pre-opening and Development Costs: Pre-opening and development costs are expensed as incurred. For the three and nine months ended September 30, 2013 and 2012, pre-opening and development costs consist of the following:
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Ameristar acquisition (1)
$
62.3

 
$

 
$
86.0

 
$

Other
0.8

 
11.5

 
1.9

 
18.4

Total pre-opening and development costs
$
63.1

 
$
11.5

 
$
87.9

 
$
18.4

(1)
Amounts principally comprised of legal and advisory expenses, severance charges and other costs and expenses related to the financing and integration of the acquisition of Ameristar.

Earnings per Share: For the three and nine months ended September 30, 2013, we recorded net losses from continuing operations. Accordingly, the potential dilution from the assumed exercise of stock options is anti-dilutive. As a result, basic earnings per share is equal to diluted earnings per share for such periods and options and securities that could potentially dilute basic earnings per share in the future that were not included in the computation of diluted earnings per share were 1.9 million and 1.6 million for the three and nine months ended September 30, 2013, respectively.

For the three and nine months ended September 30, 2012, out-of-money stock options were excluded from the calculation of diluted earnings per share because including them would have been anti-dilutive, and totaled 4.7 million for the three and nine months ended September 30, 2012, respectively.
 
Treasury Stock: In July 2012, the Board of Directors authorized a share repurchase program of up to $100 million of shares of our Common Stock. The cost of the shares acquired is treated as a deduction from stockholders' equity. During the year ended December 31, 2012, we repurchased 4.4 million shares of common stock, and deducted $51.0 million from stockholders' equity. We suspended share repurchase activity late in 2012. The share repurchase authorization still remains in place.


12


Reclassifications: The unaudited Condensed Consolidated Financial Statements reflect certain reclassifications to prior year amounts to conform to classification in the current period. In addition, prior year amounts have been adjusted for reclassification of Lumière Place Casino and Hotels from continuing operations to discontinued operations and Note 10, Segment Information, has been recast to reflect our new reporting segment presentation. These reclassifications have no effect on previously reported net loss.

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued new accounting guidance for the reporting of amounts reclassified out of accumulated other comprehensive income. The amendment requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of directly to income or expense in the same reporting period. The new guidance was effective prospectively for reporting periods beginning after December 15, 2012. We adopted this guidance during the first quarter of 2013 and it did not have a material impact on our financial statements.

In July 2013, the FASB issued an amendment to accounting for income taxes which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The objective in issuing this amendment is to eliminate diversity in practice resulting from a lack of guidance on this topic in current GAAP. Under the amendment, an entity must present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset for an NOL carryforward, a similar tax loss, or a tax credit carryforward except under certain conditions. The amendment is effective for fiscal years beginning after December 15, 2013, and for interim periods within those years, and should be applied to all unrecognized tax benefits that exist as of the effective date. The adoption of this standard is not expected to have an impact on our financial position, results of operations or cash flows.

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.

Note 2—Long-Term Debt
Long-term debt at September 30, 2013 and December 31, 2012 consists of the following:
 
September 30,
2013
 
December 31,
2012
 
(in millions)
Senior Secured Credit Facility:
 
 
 
Revolving Credit Facility
$
379.6

 
$

Term Loan

 
319.7

Term B1 Loan due 2016
419.3

 

Term B2 Loan due 2020
1,070.4

 

6.375% Senior Notes due 2021
850.0

 

7.50% Senior Notes due 2021
1,101.3

 

7.75% Senior Subordinated Notes due 2022
325.0

 
325.0

8.75% Senior Subordinated Notes due 2020
350.0

 
350.0

8.625% Senior Notes due 2017

 
445.8

Other
0.1

 

 
4,495.7

 
1,440.5

Less current maturities
(16.0
)
 
(3.3
)
 
$
4,479.7

 
$
1,437.3


13



Amended and Restated Credit Agreement: On August 13, 2013, we entered into an Amended and Restated Credit Agreement ("Credit Facility"), which amended and restated our Fourth Amended and Restated Credit Agreement dated as of August 2, 2011, as amended. The Credit Facility consists of (i) $1.6 billion of term loans comprised of $500 million of Tranche B-1 term loans and $1.1 billion in Tranche B-2 term loans and (ii) a $1 billion revolving credit commitment. As of September 30, 2013, we had approximately $380 million drawn under the revolving credit facility, and had approximately $9.0 million committed under letters of credit. The Credit Facility was entered into in connection with our acquisition of Ameristar. The outstanding principal on the Tranche B-1 and Tranche B-2 term loans have been discounted on issuance for the reduction in the proceeds received when the transaction was consummated.

The loans under the Credit Facility are due to be paid as follows: (i) the Tranche B-1 term loans are subject to 0.25% quarterly principal amortization requirements and the remaining principal outstanding is due and payable in full on August 13, 2016; (ii) the revolving credit loans are due and payable in full on August 13, 2018; and (iii) the Tranche B-2 term loans are subject to 0.25% quarterly principal amortization requirements and the remaining principal outstanding is due and payable in full on August 13, 2020; provided, that such date shall be accelerated to November 15, 2019, if any portion of Pinnacle’s 8.75% senior subordinated notes due 2020 are outstanding on November 19, 2019.

The Credit Facility has, among other things, financial covenants and other affirmative and negative covenants. As of September 30, 2013, the Credit Facility requires compliance with the following ratios so long as there are outstanding borrowings under our revolving credit facility: (1) maximum consolidated total leverage ratio (as defined in the Credit Facility) of 8.00 to 1.00; (2) minimum consolidated interest coverage ratio (as defined in the Credit Facility) of 2.00 to 1.00; and (3) maximum consolidated senior secured debt ratio (as defined in the Credit Facility) of 3.50 to 1.00. In addition, the Credit Facility has covenants that limit the amount of senior unsecured debt we may incur to $3.5 billion, unless our maximum consolidated total leverage ratio is less than 6.00 to 1.00. The maximum consolidated total leverage ratio and maximum senior secured debt ratio are subject to change at each fiscal quarter until June 30, 2017 and June 30, 2015. As of September 30, 2013, we were in compliance with each of these ratios, and compliance with these ratios does not have a material impact on our financial flexibility, including our ability to incur new indebtedness.

The Credit Facility permits us, in the future, to increase the commitments under the revolving credit facility and to obtain term loan commitments, in each case from existing or new lenders that are willing to commit to such an increase, so long as we are in pro-forma compliance with the Credit Facility's financial and other covenants, including a consolidated senior secured debt ratio and a consolidated total leverage ratio.

In connection with the Ameristar transaction, we used the proceeds from the Credit Facility, along with the proceeds from an August 2013 offering of $850 million in aggregate principal amount of 6.375% senior notes due 2021 (the "6.375% Notes" discussed below) to finance the aggregate cash consideration for the acquisition of Ameristar, refinance its and Ameristar’s existing credit facilities, including the repayment of our then-existing term loan and the then-outstanding balance of our credit facility, pay related transaction fees and expenses, redeem our then existing 8.625% senior notes due 2017 and to provide working capital and funds for general corporate purposes.

6.375% Senior Notes due 2021: In August 2013, we issued $850 million in aggregate principal amount of 6.375% senior notes due 2021 ("6.375% Notes") to fund the acquisition of Ameristar. The 6.375% Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on February 1 and August 1, commencing on February 1, 2014. The 6.375% Notes mature on August 1, 2021. The net proceeds from the offering of the 6.375% Notes, after deducting the initial purchasers' selling commissions and the estimated offering expenses payable by Pinnacle, were approximately $835 million.

7.50% Senior Notes due 2021: As part of the acquisition of Ameristar, we assumed $1.04 billion in aggregate principal amount 7.50% Senior Notes due 2021 (“7.50% Notes”) that were originally issued by Ameristar. The 7.50% Notes bear interest at a rate of 7.50% per year, payable semi-annually in arrears on April 15 and October 15 of each year.  The 7.50% Notes mature on April 15, 2021. The 7.50% Notes were recorded at fair value as part of the purchase price allocation with a premium of $72.8 million. In addition, a consent fee payment to the holders of the 7.50% Notes at acquisition was included as a discount component of the total carrying value. For further details on the purchase price allocation, see Note 6, Investments and Acquisition activities.

As part of the merger, we were required to receive waivers of, and amendments to, certain provisions of the indenture governing the 7.50% Notes. In April 2013, Ameristar successfully completed the solicitation of consents from holders of the 7.50% Notes, and we paid a total consent fee of $19.6 million to the holders of the 7.50% Notes, of which $9.8 million was paid in April 2013 and $9.8 million was paid in August 2013.


14


7.75% Senior Subordinated Notes due 2022: On March 19, 2012, we issued $325 million in aggregate principal amount of 7.75% senior subordinated notes due 2022 (“7.75% Notes”). The 7.75% Notes were issued at par with interest payable on April 1st and October 1st of each year. The 7.75% Notes mature on April 1, 2022. Net of initial purchasers’ fees and various costs and expenses, proceeds from the offering were approximately $318 million.

8.75% Senior Subordinated Notes due 2020: In May 2010, we issued $350 million in aggregate principal amount of 8.75% senior subordinated notes due 2020 ("8.75% Notes"). The 8.75% Notes were issued at par with interest payable on May 15th and November 15th of each year. The 8.75% Notes mature on May 15, 2020. Net of the initial purchasers' fees and various costs and expenses, proceeds from the offering were approximately $341.5 million.

8.625% Senior Notes due 2017: In August 2009, we issued $450 million in aggregate principal amount of 8.625% senior unsecured notes due 2017 ("8.625% Notes"). In August 2013, we redeemed all of our 8.625% Notes.

Loss on early extinguishment of debt: During the third quarter of 2013, we recorded a $30.8 million loss related to the early redemption of our 8.625% Notes and the amendment and restatement of our Fourth Amended and Restated Credit Agreement. The loss included redemption premiums and the write-off of previously unamortized debt issuance costs and original issuance discount costs.
Interest expense, net of capitalized interest and interest income was as follows:
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Interest expense
$
49.7

 
$
29.2

 
$
108.0

 
$
85.7

Interest income
(0.2
)
 
(0.2
)
 
(0.4
)
 
(0.6
)
Capitalized interest
(1.0
)
 
(6.0
)
 
(2.2
)
 
(17.8
)
Interest expense, net
$
48.5

 
$
23.0

 
$
105.4

 
$
67.3

       
Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing. Interest expense increased due to the additional debt incurred to fund our acquisition of Ameristar and other development projects.

Note 3—Income Taxes

Our effective income tax rate for continuing operations for the three and nine months ended September 30, 2013 was 50.1%, or a benefit of $47.4 million, and 26.7%, or a benefit of $51.8 million, respectively, as compared to an effective tax rate of 20.3%, or an expense of $1.7 million, and 17.1%, or an expense of $3.7 million, for the corresponding prior-year periods. Our tax rate differs from the statutory rate of 35.0% due to the effects of permanent items, the recording of a valuation allowance release, deferred tax expense on tax amortization of goodwill, state taxes and a reserve for unrecognized tax benefits. Our income tax rate for the three and nine months ended September 30, 2013 included a tax benefit from the release of $62.5 million of our valuation allowance as a result of the consolidation of our deferred tax assets with Ameristar's deferred tax liabilities. Our state tax provision represents taxes in the jurisdiction of Indiana, Iowa and Louisiana where we have no valuation allowance. It is reasonably possible that the total amount of unrecognized tax benefits may increase by up to $4.0 million during the next twelve months.

We file income tax returns in numerous jurisdictions. The statutes of limitations vary by jurisdiction, with certain of these statutes expiring without examination each year.

Note 4—Employee Benefit Plans
Share-based Compensation: As of September 30, 2013, we had approximately 6.8 million share-based awards outstanding, including common stock options, restricted stock units and performance stock units which are detailed below. In addition, we had approximately 2.7 million share-based awards available for grant. We recorded share-based compensation expense as follows:

15


 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Share-based compensation expense
$
3.1

 
$
1.6

 
$
8.2

 
$
7.0

         
Stock options: The following table summarizes information related to our common stock options:
 
Number of
Stock Options
 
Weighted Average
Exercise Price
Options outstanding at January 1, 2013
5,519,345

 
$
11.78

Granted
1,167,559

 
$
21.39

Exercised
(736,806
)
 
$
11.48

Canceled or forfeited
(238,450
)
 
$
12.99

Options outstanding at September 30, 2013
5,711,648

 
$
13.73

Options exercisable at September 30, 2013
2,679,639

 
$
12.59

Expected to vest after September 30, 2013
2,298,795

 
$
14.98


The unamortized compensation costs not yet expensed related to stock options totaled approximately $20.4 million at September 30, 2013 and the weighted average period over which the costs are expected to be recognized is approximately two years. The aggregate amount of cash we received from the exercise of stock options was $8.5 million and $1.0 million for the nine months ended September 30, 2013 and 2012, respectively. The associated shares were newly issued common stock. The following information is provided for our stock options:
 
For the nine months ended
September 30,
 
2013
 
2012
Weighted-average grant date fair value
$
10.53

 
$
4.97

Restricted Stock Units: The following table summarizes information related to our restricted stock units:
 
Number of
Shares
 
Weighted Average
Grant Date Fair Value
Unvested shares at January 1, 2013
220,537

 
$
11.33

Granted
629,438

 
$
19.92

Vested
(135,811
)
 
$
15.13

Canceled or forfeited
(35,115
)
 
$
15.05

Unvested shares at September 30, 2013
679,049

 
$
18.34


Unamortized compensation costs not yet expensed attributable to non-vested shares totaled approximately $10.8 million at September 30, 2013 and the weighted average period over which the costs are expected to be recognized is approximately two years.


16


Performance Stock Units: The following table summarizes information related to our performance stock units:
 
Number of
Shares
 
Weighted Average
Grant Date Fair Value
Unvested shares at January 1, 2013

 
$

Granted
442,540

 
$
22.84

Canceled or forfeited
(10,682
)
 
$
25.14

Unvested shares at September 30, 2013
431,858

 
$
22.79


Note 5—Write-downs, reserves and recoveries, net

Net write-downs, reserves and recoveries consist of $12.1 million and $14.3 million in losses during the three and nine months ended September 30, 2013, respectively. During the third quarter of 2013, we recognized an impairment loss for our Boomtown Bossier City gaming license of $10 million. The fair value of the license was calculated using discounted cash flows using Level 3 inputs.

Note 6—Investments and Acquisition Activities

Acquisition of Ameristar Casinos, Inc.: On August 13, 2013, we completed the acquisition of Ameristar pursuant to an Agreement and Plan of Merger, dated December 20, 2012, as amended. Upon completion of the acquisition, Ameristar was merged with and into Pinnacle and ceased to exist as a separate entity. We expect that this acquisition will allow us to diversify operations into new geographical markets and will provide long term growth for our stockholders.

The purchase price totaled $1.8 billion (excluding assumed debt). We funded the cash required for the acquisition largely with debt financing. See discussion of new debt in Note 2, Long-Term Debt. The purchase price was comprised of the following (in thousands):
Consideration for Ameristar equity
$
962,428

Repayment of Ameristar debt
878,828

 
$
1,841,256


We are required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The excess of the purchase price over those fair values is recorded as goodwill, of which $176.9 million is deductible for tax purposes. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Ameristar. The determination of the fair values of the acquired assets and assumed liabilities requires significant judgment. Management has not yet finalized its valuation analysis, and therefore the allocation of the purchase price is still preliminary and subject to change.


17


The following table reflects the preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed, with the excess recorded as goodwill (in thousands). We have not yet finalized the assignment of goodwill to our reporting units.
Current and other assets
$
157,304

Property and equipment
1,790,914

Goodwill
863,073

Intangible assets
524,200

Other non-current assets
33,837

Total assets
3,369,328

 
 
Current liabilities
177,382

Deferred tax liabilities
230,836

Other long-term liabilities
6,956

Debt
1,112,898

Total liabilities
1,528,072

Net assets acquired
$
1,841,256


The following table summarizes the acquired property and equipment. These are preliminary and may change as the purchase price allocation is finalized.
 
 
 
As Recorded at Fair Value
 
 
 
(in thousands)
Land and land improvements
 
 
$
162,770

Buildings, vessels and improvements
 
 
1,308,151

Furniture, fixtures and equipment
 
 
160,453

Construction in progress (a)
 
 
159,540

Total property and equipment acquired
 
 
$
1,790,914

(a)
Included in acquired construction in progress is Ameristar Casino Resort Spa Lake Charles, which is currently under construction. This asset is currently held for sale. See Note 7, Discontinued Operations, for further detail.

The following table summarizes the acquired intangible assets. These values are preliminary and may change as the purchase price allocation is finalized.
 
 
 
As Recorded at Fair Value
 
 
 
(in thousands)
Trade names
 
 
$
187,000

Gaming licenses
 
 
258,800

Player relationships
 
 
74,000

Favorable leasehold interests
 
 
4,400

 
 
 
$
524,200



18


The following table includes the financial results for the acquired Ameristar entities included in our statement of operations since the acquisition date:
 
Period from August 13, 2013 to September 30, 2013
 
(in thousands)
Net revenues
$
150,410

Net income
$
18,258


The following table includes unaudited pro forma consolidated financial information assuming our acquisition of Ameristar had occurred as of January 1, 2012. The pro forma financial information does not necessarily represent the results that may occur in the future. The pro forma amounts include the historical operating results of Pinnacle and Ameristar prior to the acquisition, with adjustments directly attributable to the acquisition. The pro forma results include increases to depreciation and amortization expense based on the fair values of the intangible assets and fixed assets acquired, amounting to $15.1 million and $30.1 million for the three months ended September 30, 2013 and 2012, respectively, and $75.5 million and $90.6 million for the nine months ended September 30, 2013 and 2012, respectively. The pro forma results also included increases to interest expense, related to the debt issued and assumed in the acquisition, in the amount of $17.2 million and $25.4 million for the three months ended September 30, 2013 and 2012, respectively, and $107.8 million and $116.3 million for the nine months ended September 30, 2013 and 2012, respectively. Lastly, the pro forma results also reflect adjustments for the impact of the extinguishment of Pinnacle's debt in connection with the transaction, acquisition costs and tax expense assuming Ameristar was part of the Company for the full pro forma periods presented.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in thousands, except per share data)
Net revenues
$
553,867

 
$
554,160

 
$
1,674,108

 
$
1,654,468

Net income (loss) attributable to Pinnacle Entertainment, Inc.
4,135

 
19,992

 
(92,240
)
 
45,904

Basic income (loss) per share
0.07

 
0.32

 
(1.58
)
 
0.74

Diluted income (loss) per share
0.07

 
0.32

 
(1.58
)
 
0.73


As a result of the Ameristar transaction, we became obligated under certain agreements that Ameristar was a party, including, but not limited to, the guaranteed maximum price agreement for the Ameristar Lake Charles development project, development agreements and leases.

ACDL Investment: We have a minority ownership interest in Asian Coast Development (Canada), Ltd. ("ACDL"), which is accounted for under the equity method. Under the equity method, the carrying value is adjusted for our share of ACDL's earnings and losses, as well as capital contributions to and distributions from ACDL. During the three months ended March 31, 2013, we recorded an other-than-temporary impairment of approximately $92.2 million, fully impairing the remaining asset carrying value of our investment in ACDL. As of March 31, 2013, we discontinued applying the equity method for our investment in ACDL and will not provide for additional losses until our share of future net income, if any, equals the share of net losses not recognized during the period the equity method was suspended. During the quarter, we made a $1.8 million loan to ACDL. We determined it was appropriate to fully reserve for the loan receivable during the third quarter of 2013.

Equity Method Investment: During the first quarter of 2012, we committed to invest $2.0 million in Farmworks, a land re-utilization project in downtown St. Louis. As of September 30, 2013, we have invested $2.0 million included in "Equity method investment" in our unaudited Condensed Consolidated Balance Sheet. This investment is accounted for under the equity method.


19


Retama Park Racetrack: In April 2012, we acquired certain bonds (the "RDC Bonds") and promissory notes (the "RDC Notes") issued by the Retama Development Corporation ("RDC") and a 50% interest in additional rights to operate and receive revenue from expanded gaming in the future (the "Gaming Enhancement Rights" and together with the RDC Bonds and RDC Notes, the "Acquired Property") for cash consideration of $7.8 million. On January 29, 2013, we acquired 75.5% of the equity of Pinnacle Retama Partners, LLC ("PRP") through a contribution of a majority of the Acquired Property, cash funding of $16.7 million, and commitments to future capital funding up to $2.0 million annually over the next five years. Cash consideration in the transaction was used primarily to refinance existing RDC indebtedness and to provide RDC working capital.

The acquisition of 75.5% of the equity of PRP was accounted for as a business combination. The purchase price for the equity of PRP was allocated based upon estimated fair values of the assets, with the excess of the purchase price over the estimated fair value of the assets acquired recorded as goodwill. The provisional purchase price allocation includes goodwill of $3.3 million and other intangibles of $5.0 million. The allocation of fair value is preliminary and may be adjusted up to one year after the acquisition date.

As of September 30, 2013, we held $9.0 million in promissory notes issued by RDC, included in "Other Assets, net" in our unaudited Condensed Consolidated Balance Sheet, which have long-term contractual maturities and are collateralized by Retama Park Racetrack assets. The contractual terms of these promissory notes include interest payments due at maturity. Uncertainty exists as to RDC's ability to make these interest payments, therefore we have not recorded accrued interest on these promissory notes.

As of September 30, 2013, we held, at amortized cost, $11.4 million in local government corporation bonds, with long-term contractual maturities, issued by RDC, a local government corporation of the City of Selma, Texas, included in "Other Assets, net" in our unaudited Condensed Consolidated Balance Sheet. It is not likely that we will be required to sell these investments prior to the recovery of the amortized cost.

Heartland Poker Tour: In July 2012, we closed on an agreement to purchase substantially all of the assets of Federated Sports & Gaming, Inc. and Federated Heartland, Inc., owners of the Heartland Poker Tour and other related assets and intellectual property, for total consideration of $4.6 million. The purchase was accounted for as a business combination. The purchase price for the assets of Federated Sports & Gaming Inc. and Federated Heartland, Inc. was allocated based upon estimated fair values of the assets, with the excess of estimated fair value over the net book value of the assets acquired recorded as goodwill. The allocation of fair value was finalized during the fourth quarter of 2012.

Note 7—Discontinued Operations

Discontinued operations for September 30, 2013 consist primarily of Ameristar Lake Charles, Lumiere Place Casino and Hotels, and excess land from our former Boomtown Reno operations and our Atlantic City operations, which was sold during the third quarter of 2013. A disposal group classified as held for sale should be measured at the lower of its carrying value or the fair value less cost to sell. The fair value of the assets to be sold was determined using a market approach using Level 2 inputs, as defined in Note 1, Summary of Significant Accounting Policies.

Ameristar Casino Lake Charles: In July 2013, we entered into a Membership Interests Purchase Agreement dated as of July 24, 2013 with GNLC Holdings, Inc. (“GNLC”), an affiliate of Golden Nugget Casinos and Landry’s, Inc., to sell all of the equity interests of Ameristar Casino Lake Charles, LLC, which is developing the Ameristar Lake Charles development project.

Under the terms of the agreement, GNLC will pay total consideration equal to all cash expenditures on the development up until the date of closing, and the assumption of all outstanding payables related to the project at that time, less a $37 million credit. GNLC will complete the project following the closing of the acquisition of Ameristar Lake Charles. Through September 30, 2013, total invested capital related to the project was $260.5 million, including the original purchase price, capital expenditures and escrow deposits.

The completion of the transaction is subject to various conditions, including, among others, (i) obtaining approval of the Louisiana Gaming Control Board, and (ii) the approval of the U.S. Federal Trade Commission. Subject to the satisfaction or waiver of conditions in the agreement, we expect the transaction to close by the end of 2013.

Lumiere Place Casino and Hotels: In August 2013, we entered into an Equity Interest Purchase Agreement with Tropicana St. Louis LLC, an affiliate of Tropicana Entertainment, Inc. (“Tropicana”), to sell the ownership interests in certain of our subsidiaries, which own and operate the Lumiére Place Casino, the Four Seasons Hotel St. Louis and HoteLumiére and related excess land parcels in St. Louis, Missouri. Under the terms of the agreement, Tropicana will pay a purchase price of $260 million, subject to certain net working capital and other adjustments. During the third quarter of 2013, we recorded an

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impairment charge totaling $144.6 million, to reduce the carrying value of the assets to their net realizable value, less costs to sell.

The completion of the transaction is subject to various conditions, including, among others, (i) the approval of the Missouri Gaming Commission, and (ii) the approval of the U.S. Federal Trade Commission (the "FTC"). Subject to the satisfaction or waiver of conditions in the agreement, we expect the transaction to close by the end of the first half of 2014.

Boomtown Reno: In June 2012, we closed the sale of the Boomtown Reno operations for total proceeds of approximately $12.9 million, resulting in a loss of $1.1 million. In March 2013, we agreed to a final working capital adjustment with the casino-resort buyer in which we received an additional $0.5 million in cash proceeds towards the sale. At closing, the casino-resort buyers were granted a one year option to purchase 100% of our membership interest in PNK (Reno), LLC, including 27 acres of additional land adjacent to Boomtown Reno, for incremental consideration of $3.8 million, which amount exceeds the current book value of the land. A dispute arose regarding the exercise of the option and in August 2013, we filed a suit against the option holder and its affiliates seeking specific performance requiring the option holder to close on the purchase and, in the alternative, damages. We intend to pursue our remedies vigorously. In addition, we continue to hold approximately 783 acres of remaining excess land surrounding Boomtown Reno as a discontinued operation. Other than minimal costs associated with the remaining excess land, we expect no material financial impact from the Boomtown Reno operations.

Atlantic City: During the third quarter of 2013, we completed the sale of our land holdings in Atlantic City, New Jersey for total consideration of approximately $29.5 million. We expect no material ongoing financial impact from Atlantic City.

Total discontinued operations: Revenues and net loss from discontinued operations are summarized as follows:
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2013
 
2012
 
2013
 
2012
 
(in millions)
Revenues
$
44.2

 
$
48.6

 
$
139.2

 
$
166.1

Operating loss
(140.9
)
 
(7.0
)
 
(131.8
)
 
(7.6
)
Income tax benefit
7.6

 

 
2.9

 
0.4

Loss from discontinued operations, net of taxes
$
(133.3
)
 
$
(7.0
)
 
$
(128.9
)
 
$
(7.2
)
Net assets for entities and operations included in discontinued operations are summarized as follows:
 
September 30,
2013
 
December 31,
2012
 
(in millions)
Assets:
 
 
 
Land, buildings, vessels and equipment, net
$
430.5

 
$
446.7

Other assets, net
77.6

 
13.1

Total assets
$
508.1

 
$
459.8

Liabilities:
 
 
 
Total liabilities
$
69.5

 
$
21.4

Net assets
$
438.6

 
$
438.4



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Note 8—Commitments and Contingencies

Guaranteed Maximum Price Agreement for L'Auberge Casino & Hotel Baton Rouge: In April 2010, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the construction of L'Auberge Baton Rouge. In May 2011, we entered into an amendment to the agreement, which, among other things, provided that the contractor would complete the construction of the casino for the total guaranteed maximum price of approximately $249.0 million. In May 2013, we entered into a settlement agreement with the general contractor, which among other things increased the total guaranteed maximum price by approximately $9.0 million, including all undisputed change orders, for a total of $258.0 million.

Guaranteed Maximum Price Agreement for Ameristar Lake Charles Project:  As a result of the Ameristar acquisition, we became a party to an Agreement for Guaranteed Maximum Price Construction Services (the “Agreement”) with a contractor that provides the general terms for the construction of the Ameristar Lake Charles development project in Lake Charles, Louisiana, including the total guaranteed maximum price for the construction of the project, a guaranteed date of substantial completion of  21 months following receipt by the contractor of notice to begin construction and the guaranteed date of final completion within 120 days after the date of substantial completion of the entire work. In October 2013, the Company and the contractor entered into an amendment to the Agreement, which provides that the total guaranteed maximum price for the project is approximately $394 million and the guaranteed date of substantial completion for the Ameristar Lake Charles development project is August 17, 2014. The Company is selling the equity interests of the entity developing the Ameristar Lake Charles project to GNLC.

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 million, pursuant to the lease and development agreement. 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 were also required to invest an additional $75.0 million in the second phase of the project to construct: (a) a hotel with a minimum of 200 guestrooms, which was completed in August 2013, (b) a meeting room/event space with at least 10,000 square feet, which was completed in June 2013 and (c) a parking garage with a minimum of 1,600 parking spaces, which was completed in November 2012.

Guaranteed Maximum Price Agreement for Belterra Park: In January 2013, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the mobilization, demolition, site work and foundation work for Belterra Park. This agreement provides, among other things, that the general contractor will complete the initial work for a total guaranteed maximum price of approximately $20.1 million. In July 2013, we entered into an amendment to the agreement with the general contractor, which provides that the guaranteed date of completion for the Belterra Park project is May 1, 2014 and the total guaranteed maximum price for the construction of the Belterra Park project is approximately $119.6 million, which includes the $20.1 million described above.

Guaranteed Maximum Price Agreement for Boomtown New Orleans: In February 2013, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the construction of a 150-guestroom hotel tower at our Boomtown New Orleans property for a total guaranteed maximum price of approximately $14.2 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. At September 30, 2013 and December 31, 2012, we had total self-insurance accruals of $27.3 million and $16.5 million, respectively, which are included in “Other accrued liabilities” in our unaudited Condensed Consolidated Balance Sheets.

Indiana Tax Dispute: In 2008, the Indiana Department of Revenue (the “IDR”) commenced an examination of our Indiana income tax filings for the years 2005, 2006, and 2007. In 2010, we received a proposed assessment in the amount of $7.3 million, excluding interest and penalties. We filed a protest requesting abatement of all taxes, interest and penalties and had two hearings with the IDR where we provided additional facts and support. At issue is whether income and gains 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, resulted in business income subject to apportionment. In April 2012, we received a supplemental letter of findings from the IDR that denied our protest on most counts. In the supplemental letter of findings, the IDR did not raise any new technical arguments or advance any new theory that would alter our judgment regarding the recognition or measurement of the unrecognized tax benefit related to this audit. We believe that our tax return position is sustainable on the merits. In June 2012, we filed a tax

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appeal petition with the Indiana tax court to set aside the final assessment. In August 2013, we filed a Motion for Partial Summary Judgment on the 1999 Hollywood Park sale. We asked the court to grant summary judgment in our favor based on the technical merit of Indiana tax law. Accordingly, we continue to believe that we have adequately reserved for the potential outcome.