tlvhc20141231

10-K 1 tlvhc20141231_10k.htm FORM 10-K tlvhc20141231_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
☐	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: 000-53894

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	27-0455607 (I.R.S. Employer Identification No.)
3801 Las Vegas Boulevard South Las Vegas, Nevada 89109 (Address of principal executive offices and zip code)

(702) 739-3530

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $0.01 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark is the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. ☐

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 ☐

Accelerated filer ☐

Non-accelerated filer ☒
(Do not check if a
smaller reporting company)

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 ☐ No ☒

The aggregate market value of the common stock held by non-affiliates (all other persons other than executive officers or directors) of the registrant as of December 31, 2014 was $0.

As of January 31, 2015, there were 4,668,151 shares outstanding of the registrant’s Class A Common Stock, $0.01 par value and no shares outstanding of the registrant’s Class B Common Stock, $0.01 par value. The issued and outstanding equity securities of the registrant are not publicly traded.

Documents Incorporated by Reference

Portions of the definitive Proxy Statement for the 2015 Annual Meeting of Stockholders, which will be filed within 120 days after the end of the fiscal year, are incorporated by reference into Part III hereof.

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

2014 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS


PART I

Item 1.	Business	1
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	22

PART II

Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	33
Item 9A.	Controls and Procedures	33
Item 9B.	Other Information	33

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	34
Item 11.	Executive Compensation	34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accountant Fees and Services	34

PART IV

Item 15.	Exhibits and Financial Statement Schedules	35
	Signatures	38

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain “forward-looking statements,” including information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding statements with respect to our financial condition, results of operations and our business including capital improvement projects, legal proceedings and employee matters. Forward-looking statements speak only as of the date the statements are made and should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. You should not put undue reliance on any forward-looking statements. You should consider the areas of risk and uncertainty described above, as well as those discussed under “Item 1A. Risk Factors” in this Annual Report on Form 10-K. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward- looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PART I

Item 1. Business

Introduction

Tropicana Las Vegas Hotel and Casino, Inc., (“Tropicana Las Vegas”) is a Delaware corporation formed in June 2009 that acts largely as a holding company and, through its wholly owned subsidiaries owns the Tropicana Las Vegas hotel-casino resort. Tropicana Las Vegas offers casino gaming, hotel accommodations, dining, entertainment, retail shopping and other resort amenities. Tropicana Las Vegas is conveniently located on 35 acres at the corner of Tropicana Avenue and Las Vegas Boulevard on the Las Vegas Strip. Our principal executive offices are located at 3801 Las Vegas Boulevard South, Las Vegas, Nevada 89109. The telephone number for our executive offices is (702) 739-3530 and our website is www.troplv.com. The information on our website is not part of this Annual Report on Form 10-K or any other report we file or furnish to the Securities and Exchange Commission.

Unless otherwise stated in this Annual Report on Form 10-K or unless the content otherwise requires, references to “we,” “us,” “management,” “our” or “our company” refer to the Tropicana Las Vegas Hotel and Casino, Inc. and/or its consolidated subsidiaries.

Background

On May 5, 2008, Tropicana Entertainment Holding, LLC (“TEH”) together with certain of its subsidiaries, including subsidiary entities that owned and operated the Tropicana Las Vegas, specifically Adamar of Nevada, Hotel Ramada of Nevada LLC, Tropicana Development Company, LLC, Tropicana Enterprises, Tropicana Las Vegas Holdings, LLC, Tropicana Las Vegas Resort and Casino, LLC, and Tropicana Real Estate Company, LLC, (collectively, the “Predecessor”), filed voluntary petitions for relief, seeking to reorganize their businesses under the provisions of Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”). Pending adoption of a plan of reorganization, TEH continued to operate the Predecessor as debtors in possession under the jurisdiction and orders of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), and in accordance with the applicable provisions of the Bankruptcy Code. On May 5, 2009, the Bankruptcy Court entered an order confirming the First Amended Joint Plan of Reorganization of Tropicana Las Vegas Holdings, LLC and Certain of Its Debtor Affiliates under Chapter 11 of the Bankruptcy Code, (“Bankruptcy Plan”), proposed by the Predecessor. The Bankruptcy Plan was consummated and became effective on July 1, 2009. Pursuant to the Bankruptcy Plan, among other things, our company was formed to own and operate the Tropicana Las Vegas, free and clear of all liens and claims against the Predecessor other than the obligations and liabilities we specifically assumed under the Bankruptcy Plan. See “Item 3 - Legal Proceedings–Bankruptcy” for our remaining bankruptcy obligations.

Management

Management. Effective December 1, 2010, we entered into a management agreement with Trilliant Management, LP (“Trilliant Management”) to assist in the management and operation of Tropicana Las Vegas, Inc. The management agreement provides that Trilliant Management will, among other things, have sole authority and responsibility to determine operating policy, standards of operations, quality of service, maintenance and physical appearance of Tropicana Las Vegas, Inc. and any other matters affecting operations and management; as well as to supervise and direct all phases of advertising, sales and business promotions for Tropicana Las Vegas, Inc. As a result, we are dependent upon Trilliant Management for the successful operation of Tropicana Las Vegas, Inc. Trilliant Management is controlled by its general partner, Trilliant Gaming Nevada Inc. (“Trilliant Gaming”).

Each of Mr. Alex Yemenidjian, our Chairman of the Board, Chief Executive Officer and President, Mr. Timothy Duncanson, one of our directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. See “Note 5—Related Party Transactions”, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Property

We believe that having facilities that are attractive and desirable to customers is critical to our competitiveness. We and our third party operators have completed an approximately $200 million multi-year, large scale remodeling project of our property with almost the entire resort being refurbished and upgraded. The following represents a description of our property:

Casino. Gaming amenities include a comprehensive remodeled 50,000 square foot casino floor with a state of the art race and sports book. The casino floor offers our guests a variety of gaming options including 844 slot and video poker machines and 38 table games such as blackjack, mini-baccarat, craps and roulette. The state-of-the art race and sports book is operated by a third party, providing a full suite of unique sports betting technology, including in-running sports wagering using mobile devices offered throughout the property.

Hotel and Restaurants. Our hotel currently offers 1,467 remodeled guest rooms and suites featuring warm tones that evoke the casual luxury of a South Beach getaway. In early February 2013, we unveiled 121 bungalow-styled rooms and six pool villas which provide our guests with a South Beach experience adjacent to our award-winning pool and gardens. In early October 2013, we unveiled six sky villas designed with emphasis on “modern glamour” while providing dazzling skyline views. The sky villas are elegantly appointed with every luxury to create a lifetime of memories in one stay. The hotel also offers a business center, room service and in-room high-speed internet access. We offer guests the option of three full-service updated restaurants with a total of over 500 seats, including Bacio, Biscayne Steak, Sea and Wine and Beach Cafe as well as two casual dining venues within our Food Court.

Hotel Franchise Agreement. In late October 2012, we announced a franchise agreement with Hilton linking our hotel to Hilton’s fastest growing full-service chain, Doubletree by Hilton. The agreement offers Hilton’s loyalty program members the opportunity to earn and redeem points on the Las Vegas Strip after a nearly 14-year absence. We integrated into Hilton’s websites and toll-free reservations number in mid-January 2013. The partnership affords us the opportunity to maintain our individuality and culture, while taking advantage of the sales and marketing scale of the worldwide Hilton organization.

Entertainment. We believe in having a wide range of entertainment options to appeal to a variety of guest preferences. The Tropicana Theater has been completely renovated into a 1,199-seat theater. Seating is wide and inviting with VIP cocktail tables and booths in the front of the theater. The theater features all new seating, lighting and sound upgrades to enhance the audience entertainment experience. In September 2014, we announced that “The New Illusions” and “Raiding the Rock Vault” would both join our entertainment line-up in the Tropicana Theater. “The New Illusions” starring Jan Rouven received the Las Vegas Review-Journal’s award for Best Magic Show and debuted on Friday, November 28, 2014 with nightly performances running Saturday through Thursday at 7 pm. “Raiding the Rock Vault” was named Readers’ Choice Best of Las Vegas 2014 by the Las Vegas Review Journal and debuted on November 1, 2014 with nightly performances running Friday through Wednesday at 9 pm. We also have the “Laugh Factory” to provide comedic entertainment in our 300 plus seat Comedy Club. The Laugh Factory is recognized as “the #1 comedy club in the country” according to USA Today.

Convention Facilities. The Tropicana Las Vegas conference center features over 60,000 square feet of remodeled flexible meeting and function space, accommodating up to 1,500 people. In early June 2013, we announced plans to significantly expand our meeting and convention facilities to more than 100,000 square feet. Our conference center is the ideal venue due to its flexible options and ability to host events from intimate gatherings to large events for up to 3,000 guests. Phase I of the expansion included five 650 square-foot breakout rooms with natural lighting and private restrooms. Phase II of the expansion will include the Tropicana Pavilion offering more than 55,000 square feet that can be used for large exhibits and general sessions with the utmost flexibility in size configuration. Phase II is anticipated to be completed in early 2015.

Special Events Venues. In September 2013, we announced the addition of two distinctive special event venues, the Havana Room and the Beach Club. The Havana Room is lavishly designed with a magnificent crystal chandelier surrounded by more than 40 custom-built banquette-seating areas for up to 300 guests, three full-service bars, a dance floor, and premium sound and lighting technology. The Beach Club is the ideal outdoor party location featuring two pools, two Olympic size sand volleyball courts, multiple full-service bars, and state of the art audio technology. The new venues are the perfect backdrop for Las Vegas weddings, special events, elaborate dinners and corporate holiday parties.

Other Amenities. Additional non-gaming amenities include a wedding chapel, an indoor-outdoor swimming pool, an outdoor recreation area with individual cabanas, a water oasis and tropical garden, multiple shopping boutiques, and a new state of the art spa and fitness facility with over 10,000 square feet, which is operated by a third party.

Proposed Retail Development. In early 2014, we announced pre-development plans for an innovative retail development project including our receipt of a Special Use Permit from the Clark County Commission. The proposed two-level shopping mall is expected to be located on the front corner of our property and is expected to span approximately 275,000 square feet. It is anticipated to have more than 160,000 square feet of leasable space for flagship retail stores as well restaurants with outdoor terraces overlooking the Strip and a food court. The proposed project is expected to take approximately two years to construct once plans and financing are finalized. We have entered into a pre-development agreement with a partner to jointly fund on-going predevelopment activities as we negotiate a joint venture agreement.

Employees

As of January 31, 2015, we had 1,486 employees, with approximately 62% of such employees being unionized. Our employees are critical to our success and we seek to foster a productive work culture. We offer our employees what we believe to be competitive salaries, as well as a benefits package that includes medical and dental coverage. We believe that we have a good working relationship with both our union and non-union employees. We recently completed negotiations regarding a number of our collective bargaining agreements and have one union contract covering approximately 20 employees open to negotiations. See “Item 1A. Risk Factors—Risks Related to Our Business and Industry—Increased labor costs, work stoppages, other labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.”

Business Strategy

Our company was formed with the primary purpose of owning and operating Tropicana Las Vegas. We intend to grow revenues and the profitability of our business through the execution of the following business strategies.

Capital Enhancements: We believe that having facilities that are attractive and desirable to customers is critical to our competitiveness and success. Since acquiring the property in July 2009, we and our third party operators have completed an approximately $200 million multi-year, large scale remodeling project of our property with almost the entire resort being refurbished and upgraded. We will continue with our targeted capital expenditures and develop our property site to enhance our appeal and attract our customers.

Focus on Customer Service. Generating customer loyalty is a critical component of our business strategy as retaining customers is less expensive than attracting new ones. We continue to emphasize the importance of having a culture focused on superior customer service to effectively compete in our market, as captured in our mission statement, “Exceed Expectations, Every Guest, Every Day.” We are continually seeking to promote and maintain an environment in which all employees feel a sense of commitment to customer service and customers feel welcome at Tropicana Las Vegas. Customer satisfaction will continue to be a key basis of employee evaluation.

Gaming Mix Targeted To Customers. We market our property directly to gaming customers using database marketing techniques, as well as traditional incentives, through our customer loyalty program. Our customer loyalty program offers discounted and complimentary meals, lodging and entertainment for our guests. In addition, we entice new customers to enroll in our loyalty program with a variety of incentives including free slot machine play and cash back offers. Our casino floor houses 844 slot machines and 38 table games. We continually evaluate the mix of gaming machines, gaming tables and non-gaming activities we offer as we seek to satisfy the preferences of our gaming customers.

Marketing Strategy

Our marketing efforts are targeted at both the visitor market (tourists and business travelers) primarily in California and Arizona as well as local customers. To reach our customers, we employ innovative forms of online marketing, including use of strategic affiliate internet sites, partnerships, a strong focus on search engine optimization and online social networks, as well as more traditional forms of marketing, including print, radio and television advertising, database marketing, hotel group sales, player development and public relations. In 2013, we developed a franchise relationship with Hilton Worldwide (“Hilton”) and gained access to communicate to their 12 million member database.

We believe that the property’s central location, with neighbors including MGM Grand Hotel & Casino, Excalibur Hotel and Casino, Luxor Hotel and Casino, Monte Carlo Resort and Casino and New York-New York Hotel and Casino, on a prime intersection collectively offering over 21,784 hotel rooms and average daily pedestrians of approximately 100,000, allows us to benefit from increased visitation and gaming play. We market to different customer segments to manage our hotel occupancy, such as targeting conventions to ensure mid-week occupancy. Our results do not depend on key individual customers, though our success in marketing to customer groups, such as convention customers, or the financial health of customer segments, such as business travelers or high-end gaming customers from a particular country or region, can impact our operating results.

Competition and the Las Vegas Market

We operate in a highly competitive environment and compete against other gaming companies as well as other hospitality companies and companies that specialize in leisure and business travel. Tropicana Las Vegas competes with other Las Vegas hotels, resorts and casinos, including those located on the Las Vegas Strip, on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered, convention and meeting facilities, shopping and restaurant facilities, theme and size. Many of the competing properties have themes and attractions which draw a significant number of visitors and directly compete with our operations. Some of these facilities are operated by companies that have more than one operating facility, have greater name recognition and financial and marketing resources than us and market to the same target demographic group as we do.

The following table provides certain historical information relating to Las Vegas gathered by the Las Vegas Convention and Visitors Authority for the preceding five years (in thousands except average daily room rate):

	Year Ended December 31,
	2014		2013		2012		2011		2010
Room Inventory		151		151		150		150		149
Visitor Volume		41,127		39,668		39,727		38,929		37,335
Average Daily Room Rate	$	116.73	$	110.72	$	108.08	$	105.11	$	94.91
Total Room Nights Occupied		47,497		46,191		46,480		45,654		43,366
Convention Attendance		5,169		5,107		4,944		4,865		4,473
Gaming Revenues	$	9,554,002	$	9,676,458	$	9,399,882	$	9,222,906	$	8,908,698

The principal segments of the Las Vegas visitor market are free and independent travelers, gaming customers, convention attendees (encompassing people that attend exhibits, small meetings and corporate incentive programs) and tour and travel visitors. Our marketing strategy is aimed at attracting a mix of convention groups, tour and travel as well as free and independent visitors midweek and gaming customers and free and independent travelers on the weekend.

In addition, we draw a substantial number of customers from geographic areas outside of Las Vegas, particularly California and Arizona, in which there are a significant number of Native American casinos. As a result, we face significant competition from gaming venues outside the Las Vegas market, including hotel casinos in the Mesquite, Laughlin, Primm, Reno and Lake Tahoe areas of Nevada; Atlantic City, New Jersey and other parts of the United States, gaming on Native American tribal lands and gaming on cruise ships. We also compete with state-sponsored lotteries, racetracks, off-track wagering, video lottery and video poker terminals, riverboats and card parlors. In addition, the potential expansion of the legalization of internet gaming, which has occurred in Nevada, Delaware and New Jersey, could create additional competition for us and could adversely affect our operations. See “Item 1A. Risk Factors—Risks Related to Our Business and Industry—We face increasing competition from gaming venues in other geographic regions, other forms of legalized gambling and online gaming.”

Seasonality

Customers of the Tropicana Las Vegas generally wager with cash and pay for non-gaming services with cash or credit cards, making our revenue essentially cash based (less than 25% of casino play and group-related hotel activity is conducted on a credit basis). Our net revenue, and in turn our results of operations, vary by month during the year. A variety of factors may affect the results of any interim period, including the timing of major Las Vegas conventions, the amount and timing of marketing and special events for our customers and the level of play during major events (e.g., Superbowl) and holidays (e.g., New Year’s Eve). Visitor volumes typically are lower during off-peak times, such as mid-week or during traditional leisure periods between Thanksgiving and New Year’s. Our operating results are highly dependent on the volume of customers that visit Tropicana Las Vegas, which in turn impacts the prices we can charge for our hotel rooms and other amenities.

Trademark

We have a Trademark Settlement Agreement with Tropicana Entertainment, LLC which confirms, among other things, that (i) we own and have the exclusive right to use the “Tropicana Las Vegas” and the “Tropicana LV” (or “Trop LV”) marks within 50 miles of our facility in the business of providing entertainment and hospitality services, and on the internet and for advertising purposes without geographic limitation, and (ii) Tropicana Entertainment, LLC owns and has the exclusive right to use the “Tropicana” and “Trop” marks, in connection with a modifier indicating the type of service being provided or designating a geographic location, outside of the Las Vegas area, and for advertising purposes without geographic limitation.

Environmental Matters

Portions of Tropicana Las Vegas are known to contain asbestos as well as other environmental conditions, including the presence of mold. The environmental conditions are expected to require remediation in isolated areas. The extent of such potential conditions cannot be determined definitively, and may result in additional expense in the event that additional or currently unknown conditions are detected. See “Item 1A. Risk Factors—The physical condition of, and improvements to, our property may require the remediation or abatement of certain environmental conditions.”

Nevada Gaming Regulation and Licensing

Introduction

Tropicana Las Vegas is subject to the laws, rules and regulations of the State of Nevada and the County of Clark, Nevada, the jurisdiction where Tropicana Las Vegas is located. We cannot be assured that we will obtain all required registrations, licenses and approvals on a timely basis or at all, or that, once obtained, the registrations, findings of suitability, licenses and approvals will not be suspended, conditioned, limited or revoked.

The Nevada Gaming Commission (the “Nevada Commission”) and the Nevada State Gaming Control Board (the “Nevada Board”) are responsible for enforcing the Nevada Gaming Control Act and the regulations of the Nevada Commission (collectively, the “Nevada Act”), while the Clark County Liquor and Gaming Licensing Board (the “Clark County Board”) is charged with enforcing the Clark County Code relative to gaming and liquor. (The Nevada Commission, the Nevada Board and the Clark County Board are collectively referred to as the “Nevada Gaming Authorities” and the Nevada Act and the Clark County Code are collectively referred to as the “Nevada Gaming Laws.”).

The Nevada Gaming Authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us. The Nevada Gaming Authorities may, among other things, revoke the gaming license of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations. In addition, the Nevada Gaming Authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, note holder or key employee of a licensed or registered entity.

Overview of Gaming Regulation

The laws, rules, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things:

•

the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity;

•

the establishment and maintenance of responsible accounting practices and procedures;

•

the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities;

•

the prevention of cheating and fraudulent practices; and

•

providing a source of state and local revenues through taxation and licensing fees.

Changes in such applicable laws, rules, regulations and procedures could have an adverse effect on our gaming operations and our financial condition and results of operations.

Casino Operational Matters Subject to Regulation

The Nevada Act has various requirements and standards governing the operations of Tropicana Las Vegas. These items include, but are not limited to, the minimum standards by which the casino operations are to be conducted, that any activity by Tropicana Las Vegas deemed inimical to the state’s public policy can subject the licensee to discipline by the Nevada Gaming Authorities, the registration of certain casino employees with the Nevada Board, the minimum accounting procedures and internal controls that are to be utilized by the casino, the minimum cash a casino must have on a daily and next business day basis, the reporting of certain loans to casino licensees, the manner in which patron disputes are addressed, the licensing of the form of business entities and the individuals associated therewith, the approval of the transfers of ownership in a licensee and its parent companies, the taxation of gaming and certain live entertainment events, the methods by which the casino’s games and sports wagering are conducted, the standards of the casino’s surveillance system, programs to address problem gambling, the registration of certain individuals who bring customers to the casino, the testing and approval of gaming devices and certain other technology utilized by a casino and the activities that constitute crimes under the Nevada Act.

The sale of alcoholic beverages at Tropicana Las Vegas is subject to licensing control and regulation by the Clark County Board. All liquor licenses are revocable and are not transferable. The Clark County Board has the full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could, and any such revocation would, have a material adverse effect on the operations of Tropicana Las Vegas.

Owner and Operator Licensing Requirements

Our subsidiary, Tropicana Las Vegas, Inc. is required to be licensed by the Nevada Gaming Authorities as a non-restricted licensee to operate our casino, which we refer to herein as a company licensee. The gaming license requires the periodic payment of fees and taxes and is not transferable. Tropicana Las Vegas, Inc., has also been licensed as a manufacturer and distributor and has been approved to share in the revenue from the operation of the race book and sports pool operated by a third party. Our subsidiary, Tropicana Las Vegas Intermediate Holdings, Inc., is also required to be registered as an intermediary company and as the sole shareholder of Tropicana Las Vegas, Inc., which we refer to as intermediary company. The company licensee and the intermediary licensee are collectively referred to as the licensed subsidiaries. The licensed subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits, and licenses required in order to engage in gaming activities in Nevada.

Company Registration Requirements

Tropicana Las Vegas Hotel and Casino, Inc. is required to be registered by the Nevada Commission as a “publicly traded corporation,” which we refer to herein as a registered company. We are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information that the Nevada Commission may require. Certain of our directors, executive officers and key employees are also required to be licensed by the Nevada Gaming Authorities. Substantially all of our material loans, leases, sales of securities and similar financing transactions must be reported to, or approved by, the Nevada Gaming Authorities.

Individual Licensing Requirements

No person may become a stockholder of, or receive any percentage of the profits of, the licensed subsidiaries without first obtaining licenses and approvals from the Nevada Gaming Authorities. The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, us to determine whether the individual is suitable or should be licensed as a business associate of a gaming licensee. Certain of our directors, executive officers, key employees and stockholders, and all officers and directors of the licensed subsidiaries, are required to file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. An applicant for licensing or an applicant for a finding of suitability must pay or must cause to be paid all the costs of the investigation.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. In addition, the Nevada Commission may require us to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

Consequences of Violating Gaming Laws

If the Nevada Commission decides that we have violated the Nevada Gaming Control Act or any of its regulations, it could limit, condition, suspend or revoke our gaming license. In addition, we and the persons involved could be subject to substantial fines for each separate violation of Nevada laws, at the discretion of the Nevada Commission. Further, the Nevada Commission could appoint a supervisor to operate the gaming-related activities at Tropicana Las Vegas and, under specified circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of any gaming licenses we may obtain and the appointment of a supervisor could, and revocation of any such gaming license would, have a significant negative effect on our gaming operations.

Requirements for Voting Security Holders

Regardless of the number of shares or other interests held, any beneficial holder of the voting securities of a registered company may be required to file an application, be investigated and have that person’s suitability as a beneficial holder of voting securities determined if the Nevada Commission has reason to believe that the ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the beneficial holder of such securities who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information including a list of its beneficial owners. The applicant must pay all costs of the investigation incurred by the Nevada Gaming Authorities in conducting any investigation.

The Nevada Gaming Control Act requires any person who, individually or in association with others, acquires, directly or indirectly, beneficial ownership of more than 5% of the voting securities of a registered company to report the acquisition to the Nevada Commission. The Nevada Gaming Control Act requires any person who, individually or in association with others, acquires, directly or indirectly, beneficial ownership of more than 10% of a registered company’s voting securities to apply to the Nevada Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Gaming Control Act, which acquires more than 10%, but not more than 25%, of the registered company’s voting securities may apply to the Nevada Commission for a waiver of a finding of suitability if the institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, own up to 29% of the voting securities of a registered company for a limited period of time and maintain the waiver. An institutional investor will not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board at directors of the registered company, a change in the corporate charter, bylaws, management, policies or operations of the registered company, or any of its gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding the registered company’s voting securities for investment purposes only. Activities which are consistent with holding voting securities for investment purposes only include:

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voting on all matters voted on by stockholders or interest holders;

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making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and

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other activities that the Nevada Commission may determine to be consistent with such investment intent.

The Nevada Commission may, in its discretion, require the holder of any debt or nonvoting security of a registered company to file applications, be investigated and be found suitable to own the debt or nonvoting security of the registered company if the Nevada Commission has reason to believe that the ownership would otherwise be inconsistent with the declared policies of the State of Nevada.

Consequences of Being Found Unsuitable

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission or by the Chairman of the Nevada Board, or who refuses or fails to pay the investigative costs incurred by the Nevada Gaming Authorities in connection with the investigation of its application, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of any equity security or debt security of a registered company beyond the period of time as may be prescribed by the Nevada Gaming Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to hold an equity interest or to have any other relationship with us, we:

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pay that person any dividend or interest upon any securities;

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allow that person to exercise, directly or indirectly, any voting right held by that person relating to our company;

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pay remuneration in any form to that person for services rendered or otherwise; or

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fail to pursue all lawful efforts to require the unsuitable person to relinquish such person’s voting securities including, if necessary, the immediate purchase of the securities for cash at fair market value.

Approval of Public Offerings

A registered company may not make a public offering of its securities without the prior approval of the Nevada Commission if it intends to use the proceeds from the offering to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for those purposes or for similar transactions. As a registered company, any approval that we might receive in the future relating to future offerings will not constitute a finding, recommendation or approval by any of the Nevada Board or the Nevada Commission as to the accuracy or adequacy of the offering memorandum or the investment merits of the securities. Any representation to the contrary is unlawful.

The regulations of the Nevada Commission also provide that any entity which is not an “affiliated company,” as that term is defined in the Nevada Gaming Control Act, or which is not otherwise subject to the provisions of the Nevada Gaming Control Act or regulations, that plans to make a public offering of securities intending to use such securities, or the proceeds from the sale thereof, for the construction or operation of gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes, may apply to the Nevada Commission for prior approval of such offering. The Nevada Commission may find an applicant unsuitable based solely on the fact that it did not submit such an application, unless upon a written request for a ruling, referred to as a Ruling Request, the Nevada Board Chairman has ruled that it is not necessary to submit an application.

Approval of Changes in Control

We must obtain prior approval of the Nevada Commission with respect to a change in control through:

• merger;

• consolidation;

• stock or asset acquisitions;

• management or consulting agreements; or

• any act or conduct by a person by which the person obtains control of us.

Entities seeking to acquire control of a registered company must satisfy the Nevada Board and Nevada Commission with respect to a variety of stringent standards before assuming control of the registered company. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

Approval of Defensive Tactics

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada gaming licenses or affecting registered companies that are affiliated with the operations permitted by Nevada gaming licenses may be harmful to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to reduce the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to:

• assure the financial stability of corporate gaming operators and their affiliates;

• preserve the beneficial aspects of conducting business in the corporate form; and

• promote a neutral environment for the orderly governance of corporate affairs.

Approvals may be required from the Nevada Commission before we can make exceptional repurchases of voting securities above their current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Gaming Control Act also requires prior approval of a plan of recapitalization proposed by a registered company’s board of directors in response to a tender offer made directly to its stockholders for the purpose of acquiring control.

Fees and Taxes

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the licensed subsidiaries respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable monthly, quarterly or annually and are based upon:

• a percentage of the gross revenue received;

• the number of gaming devices operated; or

• the number of table games operated.

A live entertainment tax is also paid on charges for admission to any facility where certain forms of live entertainment are provided.

Foreign Gaming Investigations

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with those persons, or, collectively, licensees, and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation of the Nevada Board of the licensee’s or registrant’s participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Licensees and registrants are required to comply with the reporting requirements imposed by the Nevada Gaming Control Act. A licensee or registrant is also subject to disciplinary action by the Nevada Commission if it:

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knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation;

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fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations;

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engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada or is contrary to the gaming policies of Nevada;

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engages in activities or enters into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees; or

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employs, contracts with or associates with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.

License for Conduct of Gaming and Sale of Alcoholic Beverages

The conduct of gaming activities and the service and sale of alcoholic beverages at Tropicana Las Vegas are subject to licensing, control and regulation by the Clark County Board, which has granted Tropicana Las Vegas licenses for such purposes. In addition to approving the licensee, the Clark County Board has the authority to approve all persons owning or controlling the stock of any business entity controlling a gaming or liquor license. All licenses are revocable and are not transferable. The Clark County Board has full power to limit, condition, suspend or revoke any license. Any disciplinary action could, and revocation would, have a substantial negative impact upon the operations of Tropicana Las Vegas.

Other Regulations

In addition to gaming regulations, we are subject to extensive local, state, federal laws and regulations in the jurisdictions in which we operate. These include, but are not limited to, laws and regulations relating to alcoholic beverages, food safety, environmental matters, employment and immigration, employee health and welfare, currency and other transactions, taxation, zoning and building codes, marketing and advertising, lending, debt collection, privacy, telemarketing, and money laundering. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Any material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business and operating results.

Available Information

We are required to file annual, quarterly and current reports and other information with the United States Securities and Exchange Commission (the “Commission”). You may read and copy any reports, statements or other information filed by us at the Commission’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the Public Reference Room. Our filings are also available to the public from commercial document retrieval services and at the web site maintained by the Commission at www.sec.gov.

We also make available, free of charge, at our principal internet address (www.troplv.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and if applicable, amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Commission.

Our Code of Business Conduct and Ethics includes a code of ethics for our principal executive officer and our principal accounting officer and applies to all of our employees and non-employee directors. Our Code of Business Conduct and Ethics is available on the Investor Relations section of our website at www.troplv.com.

Item 1A. Risk Factors

The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below as well as those discussed elsewhere in this Annual Report on Form 10-K. Additional risks and uncertainties that management is not aware of or that are currently deemed immaterial may also adversely affect our business operations. If any of the following risks actually occur, our business, financial condition, results of operations, cash flows and future prospects could be materially and adversely affected.

Risks Related to our Business and Industry

We have limited liquidity and capital resources, have been operating at a loss with negative cash flow prior to 2014 and may be unable to secure additional financing for our continued operations, which could prevent us from servicing our debt obligations and may cause our business to fail.

We have a limited amount of cash. We have been operating at a loss since we commenced operations on July 1, 2009 and generated negative cash flows prior to 2014. Our ability to generate cash from operations in the future depends, in significant part, upon the state of the gaming industry in Las Vegas, which in turn depends upon a number of factors including the state of the United States economy, the amount of discretionary consumer and corporate spending in Las Vegas and the level of competition in the Las Vegas casino market. If our sources of capital are inadequate to fund our short-term or long-term liquidity requirements, including our need to service our existing debt obligations as they come due, we will attempt to procure additional debt or equity financing to fund our operations, capital expenditures and debt service requirements. There can be no assurances that such sources of financing will be available to us on terms acceptable to us, if at all. Even if we are able to obtain such financing, if we continue to operate at a loss we may eventually be unable to service our debt obligations or continue to operate our business, in which case our stockholders may lose their investment in our company.

The Las Vegas hotel, casino and resort market’s sensitivity to reductions in discretionary spending, combined with the continued weakness and possible further weakening in global economic conditions that has had and may continue to have a material adverse effect on consumer and corporate spending and tourism trends, may cause a further deterioration in our business, prospects, financial condition, results of operations and cash flows.

The Las Vegas market is showing signs of a modest recovery with visitor volumes reaching 37.3 million in 2010, 38.9 million in 2011, 39.7 million in 2012, 39.7 million in 2013, and 41.1 million in 2014. Gaming revenues without baccarat in Clark County were approximately $8.1 billion in 2014 compared to $8.1 billion in 2013, a slight decrease of approximately 0.2% under 2013 and $8.1 billion in 2013 compared to $8.0 billion in 2012, an increase of approximately 0.6% over 2012. (Visitor volume statistics noted above are released by the Las Vegas Convention and Visitors Authority and gaming statistics noted above are released by Nevada Gaming Control Board). However, due to a number of factors affecting consumers, including the lingering effects of a slowdown in global economies, contracting credit markets and reduced consumer and/or discretionary spending, an existing supply/demand imbalance, energy and fuel cost fluctuations, the outlook for the gaming, travel, and entertainment industries in Las Vegas remains uncertain. During 2012, several competitors announced investments in new hotel offerings, restaurants and clubs in Las Vegas. These new offerings began opening in 2013 and 2014. Additionally, there are a number of large projects with additional hotel rooms slated to open in 2017. The increase in hotel room inventory has resulted in increased competition. These factors have and could continue to result in low-to-modest growth in customer visits to Las Vegas, or customers spending less, as compared to prior periods. Gaming and other leisure activities represent discretionary expenditures and participation in such activities tends to decline during economic downturns, during which consumers generally have less disposable income. As a result, customer demand for leisure activities that we offer may continue to be depressed. Furthermore, during periods of economic contraction, revenues may decrease while some of our costs remain fixed or even increase, resulting in decreased earnings.

The Las Vegas hotel, resort and casino market in which we operate is highly competitive, and we may not have the resources needed to compete successfully or be successful in executing our marketing strategy.

Tropicana Las Vegas competes with other Las Vegas hotels, resorts and casinos, in particular those located on the Las Vegas Strip, on the basis of overall atmosphere, range of amenities, level of service, price, location, entertainment offered, convention, shopping and restaurant facilities, theme and size. Currently, there are approximately 30 major gaming properties located on or near the Las Vegas Strip, 10 additional major gaming properties in the downtown area and additional gaming properties located in other areas of Las Vegas. Many of the competing properties have themes and attractions which draw a significant number of visitors and directly compete with our operations. Some of these facilities are owned by companies that have more than one operating facility, have greater name recognition and financial and marketing resources than us and may utilize such resources to market themselves more effectively to the same target demographic group as we do. Our ability to compete also depends, to a large extent, on our ability to successfully execute our marketing strategy, including factors such as targeting the appropriate demographic groups and utilizing forms of media with the geographic scope to successfully reach our targeted demographic groups. If we lack sufficient financial resources or liquidity to maintain the attractiveness of our facility or match the promotions, marketing and branding efforts of competitors, the number of customers at Tropicana Las Vegas may decline, which may have an adverse effect on our financial performance. See “Item 1. Business—Marketing.”

Furthermore, openings of additional major hotel casinos and high rise condos and significant expansions of existing properties containing large numbers of hotel rooms and attractions have occurred in Las Vegas recently and will put additional pressure on us to remain competitive. If we are unable to compete effectively, we could lose market share and have declining margins which could adversely affect our business and results of operations.

We face increasing competition from gaming venues in other geographic regions, other forms of legalized gambling and online gaming.

We face significant competition from gaming venues outside the Las Vegas market, including hotel casinos in the Mesquite, Laughlin, Primm, Reno and Lake Tahoe areas of Nevada, Atlantic City, New Jersey and other parts of the United States, gaming on Native American tribal lands and gaming on cruise ships. We also compete with state-sponsored lotteries, racetracks, off-track wagering, video lottery and video poker terminals, riverboats and card parlors. In addition, the potential expansion of the legalization of internet gaming, which has occurred in Nevada, Delaware and New Jersey, could create additional competition for us and could adversely affect our business and results of operations.

As Tropicana Las Vegas draws a substantial number of customers from certain other specific geographic areas, including California and Arizona, the availability of competing gaming venues, other forms of legalized gambling and online gaming in these and other parts of the United States has diverted some potential visitors away from Las Vegas, which has had and is expected to continue to have a negative effect on our business. In particular, we expect increasing competition from casinos operated on Native American tribal lands in California, which are permitted to operate video slot machines, blackjack and house-banked card games. The governor of California has entered into compacts with numerous tribes in California with no limits on the number of gaming machines (which had been limited under the prior compacts). The federal government has also approved numerous compacts in California and casino-style gaming is now legal on those tribal lands. While the competitive impact on our operations from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of competing gaming venues in California and other areas, as well as other forms of legalized gambling and online gaming, could adversely affect our business and results of operations.

Furthermore, several states have considered legalizing casino gaming and others may in the future. Legalization of large-scale, unlimited casino gaming in or near any major metropolitan area or increased gaming in other areas could have a material adverse economic impact on our business and results of operations by diverting our customers to competitors in those areas. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of customers could adversely affect our business and results of operations.

The Las Vegas hotel, resort and casino industry is capital intensive; financing construction and future capital improvements could reduce our cash flow and adversely affect our financial performance.

Our property will have an ongoing need for renovations and other capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and equipment. We may also need to make capital expenditures to comply with any changes in applicable laws and regulations. Renovations and other capital improvements of hotel casinos require significant capital expenditures. In addition, renovations and capital improvements of hotel casinos sometimes generate little or no cash flow until the project’s completion. We may not be able to fund such projects solely from cash provided from our operating activities. Consequently, we will rely upon the availability of debt or equity capital to fund renovations and capital improvements and our ability to carry them out will be limited if we cannot obtain satisfactory debt or equity financing, which will depend on, among other things, market conditions. No assurances can be made that we will be able to obtain additional equity or debt financing or that we will be able to obtain such financing on favorable terms.

Energy price increases may adversely affect our cost of operations and our revenues and the discretionary spending of our customers.

We use significant amounts of electricity and natural gas. Substantial increases in energy prices in the United States may negatively affect our operating results in the future. The extent of the impact is subject to the magnitude and duration of any energy and fuel price increases, but this impact could be material. In addition, energy and gasoline price increases for our customers could result in a decline in disposable income and a corresponding decrease in visitation and spending at Tropicana Las Vegas, which would negatively impact our revenues.

The physical condition of, and improvements to, our property may require the remediation or abatement of certain environmental conditions.

Development of the land and buildings we now own dates back to the 1950’s, and multiple alterations and additions have taken place throughout the history of the property. Portions of the property are known to contain asbestos, which requires abatement if disturbed. Improvements to the property are expected to require asbestos abatement in isolated areas. Other environmental conditions, including the presence of mold, are also expected to require remediation in isolated areas. The extent of potential environmental conditions cannot be determined definitively, and may result in substantial expense in the event that additional or currently unknown conditions are detected.

Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

We may incur costs to comply with environmental requirements, such as those relating to discharges into the air, water and land, the handling and disposal of solid and hazardous waste and the cleanup of the property affected by hazardous substances, including asbestos and mold. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxic substances or chemical releases at our property. As an owner or operator, we could also be held responsible to a governmental entity or third parties for property damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination.

These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use our property.

We are entirely dependent on one property for all of our cash flow, which subjects us to greater risks than a gaming company with more operating properties.

We do not expect to have material assets or operations other than Tropicana Las Vegas and, therefore, we are entirely dependent upon Tropicana Las Vegas for all of our cash flow. As a result, we are subject to a greater degree of risk than companies with properties in more than one location. In addition, some of our competitors with multiple operating properties are able to achieve cost savings, including through the use of centralized management, administrative and other services and superior purchasing power, which we cannot match.

Our revenues may be negatively impacted by volatility in our hold percentage.

Casino revenue is recorded as the difference between gaming wins and losses or net win from gaming activities. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our slot machines, table games, and all other games we provide to our customers. We use the hold percentage as an indicator of a game’s performance against its expected outcome. Although each game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. The hold percentage and actual outcome on our games can be impacted by the level of a customer’s skill in a given game, length of a customer’s play, errors made by our employees, the number of games played, faults within the computer programs that operate our slot machines and the random nature of slot machine payouts. If our games perform below their expected range of outcomes, our results of operations and cash flow will be negatively impacted.

We are dependent upon Trilliant Management LP, an entity controlled by Trilliant Gaming Nevada, Inc., to operate Tropicana Las Vegas.

The operation of Tropicana Las Vegas is managed by Trilliant Management pursuant to the Management Agreement. Trilliant Management is a limited partnership that is controlled by its general partner, Trilliant Gaming. The success of Tropicana Las Vegas and, in turn, ours, will be substantially dependent upon Trilliant Management. There can be no assurance that Trilliant Management will be successful at managing Tropicana Las Vegas or that the terms of the Management Agreement will turn out to be in our best interests.

Trilliant Gaming controls a significant percentage of our outstanding voting securities and a conflict may arise between our interests and those of Trilliant Gaming.

Trilliant Gaming is the general partner of Onex Armenco Gaming I LP, Onex Armenco Gaming II LP, Onex Armenco Gaming III LP, Onex Armenco Gaming IV LP, Onex Armenco Gaming V LP, Onex Armenco Gaming VI LP, Onex Armenco Gaming VII LP, Onex Armenco Gaming IX LP, Onex Armenco Gaming X LP and Onex Armenco Gaming XI LP (the “Onex Armenco Gaming Entities”). The Onex Armenco Gaming Entities, in the aggregate, own, and Trilliant Gaming has voting and investment control over, approximately 82.65% of our outstanding voting securities. Each of Mr. Alex Yemenidjian, our Chairman of the Board, Chief Executive Officer and President, Mr. Timothy Duncanson, one of our directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. The only other outstanding capital stock of Trilliant Gaming is one non-voting preferred share held by Mr. Yemenidjian, which share had a subscription price of $10,000 and upon a liquidation of Trilliant Gaming is entitled to receive the subscription price plus any accrued and unpaid dividends (dividends accrue at the rate of 8% per annum). This one non-voting preferred share represents a de minimus ownership interest in and has no effect on the control of Trilliant Gaming. A stockholder agreement between Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, our securities owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming Entities were formed by entities affiliated with Onex Corporation. Onex Corporation has itself been registered as a publicly traded company with the Nevada Commission and found suitable as a person having a material relationship with Tropicana Las Vegas.

As a result of Trilliant Gaming’s voting and investment control over our securities held by the Onex Armenco Gaming Entities, Trilliant Gaming may, among other things, exercise a controlling influence over our affairs, the election of directors and the approval of significant corporate transactions, including a merger or the sale of all or substantially all of our assets. Trilliant Gaming may have the ability to prevent any transaction that requires approval of our stockholders regardless of whether or not other stockholders believe that any such transaction is in our best interests and such other stockholders. Trilliant Gaming also controls the voting of greater than two-thirds of the outstanding shares of our Class A Preferred, Class A Series 2 Preferred, Class A Series 3 Preferred and Class A Series 4 Preferred (collectively “Preferred Stock”), giving it the power to amend or waive certain provisions of the Preferred Stock, including the power to waive the anti-dilution protections thereof.

We depend upon the continued service of our senior management team and key employees.

Our success is substantially dependent upon the efforts and skills of our senior management team. In the event members of our senior management team or key employees were to leave us, we might not be able to find suitable or comparable replacements. We believe the loss of the services of our senior management team and key employees could have a material adverse effect on our results of operations.

Increased labor costs, work stoppages, other labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.

Approximately 62% of our employees are unionized. Currently, we are negotiating contract terms and conditions under one of our collective bargaining agreements. If we are unable to obtain favorable terms in, or are forced to, accept unfavorable changes to these collective bargaining agreements, we could face significant increases in our labor and benefit costs, which could have a material adverse effect on our business and results of operations. Union organization efforts, a prolonged dispute with our employees or a strike or work stoppage at Tropicana Las Vegas could cause disruptions in our business and our incurrence of significant additional costs. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting Tropicana Las Vegas. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

We are subject to extensive governmental regulation and taxation policies which have a material effect upon our business, financial condition and results of operations.

Regulation by Gaming Authorities. The ownership and operation of a gaming facility in Nevada is subject to the Nevada Gaming Laws and we will be subject to such laws upon our maintaining all necessary governmental registrations, findings of suitability, licenses, qualifications, permits and approvals to operate Tropicana Las Vegas. The laws, regulations and ordinances requiring these licenses, permits and other approvals generally relate to the responsibility, financial stability and character of the owners and managers of gaming operations, as well as persons financially interested or involved in gaming operations. The scope of the approvals required to open and operate a gaming facility is extensive.

The Nevada Gaming Authorities will have broad powers to request detailed financial and other information and to limit, condition, suspend or revoke a registration, gaming license or related approval. Substantial fines or forfeiture of assets for violations of gaming laws or regulations may be levied. The suspension of any license or the levy of substantial fines or forfeiture of assets could, and the revocation of any gaming license would, significantly harm our business, financial condition and results of operations. Furthermore, compliance costs associated with gaming laws, regulations and licenses are significant.

Potential Changes in Legislation and Regulation. From time to time, legislators and special interest groups propose legislation that would expand, restrict or prevent gaming operations in Nevada. Further, from time to time, various legislation and referenda are considered or enacted, such as bans on smoking in casinos and other entertainment and dining facilities, which could adversely affect our operations. Any restriction on, or prohibition relating to, our gaming operations or enactment of other adverse legislation or regulatory changes applicable to our business or gaming licenses, could require us to make substantial expenditures or otherwise negatively affect our gaming operations and have a material adverse effect on our business, prospects and results of operations.

Taxation and Fees. The casino entertainment industry represents a significant source of tax revenue to Nevada. Gaming companies are currently subject to significant state and local taxes and fees in addition to federal income taxes, and such taxes and fees could increase at any time. From time to time, various state and federal legislators and officials have proposed changes in tax laws, or in the administration of such laws, including increases in tax rates, which would affect the industry. Worsening economic conditions could intensify the efforts of state and local governments to raise revenues through increases in gaming taxes and fees. In addition, state or local budget shortfalls could prompt tax or fee increases. Any material increase in assessed taxes, or the adoption of additional taxes or fees in Nevada, could have a material adverse effect on our financial results.

Compliance With Other Laws. We are also subject to a variety of other rules and regulations, including zoning, environmental, construction and land-use laws, laws governing our relationship with our employees in such areas as minimum wage and maximum working hours, overtime, working conditions, hiring and firing employees and work permits and regulations governing the preparation and sale of food and beverages, including alcoholic beverages. Failure to comply with these laws could have a material adverse effect on our business, financial condition or results of operations. Also, our ability to remodel, refurbish or add to our property may be dependent upon our obtaining necessary building permits from local authorities. The failure to obtain any of these permits could adversely affect our ability to increase revenues and net income through capital improvements of our property.

The denial of a license or a finding of unsuitability by the Nevada Gaming Authorities may result in criminal or disciplinary action.

Any person who fails or refuses to apply for a finding of suitability or a license within the period prescribed after being advised by Nevada Gaming Authorities that such person is required to do so may be denied a license or found unsuitable or unqualified. Any holder of securities that is found unsuitable or unqualified or is denied a license, and who holds, directly or indirectly, any beneficial ownership of a gaming entity’s securities beyond such period of time as may be prescribed by the Nevada Gaming Authorities, may be guilty of a criminal offense. Furthermore, a gaming entity may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a holder of securities or to have any other relationship with such gaming entity or any of its subsidiaries, such gaming entity:

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pays that person any dividend or interest upon the securities;

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allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person;

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pays remuneration in any form to that person for services rendered or otherwise; or

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fails to pursue all lawful efforts to require such unsuitable person to relinquish the securities.

In the event that disqualified holders fail to divest themselves of such securities, the Nevada Gaming Authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities. The Nevada Gaming Authorities may also require that suppliers of certain goods and services to gaming industry participants be licensed and that we purchase and lease gaming equipment, supplies and services only from such licensed suppliers. Finally, the Nevada Gaming Authorities may also, among other things, limit, condition, suspend, or revoke a gaming license or approval to own an entity or joint venture interest of any of our operations for any cause deemed reasonable by such licensing authority. If the Tropicana Las Vegas were to violate any applicable gaming laws, our gaming licenses could be limited, conditioned, suspended, or revoked by the Nevada Gaming Authorities, and we and any other persons involved could be subject to substantial fines.

Any violation of the applicable Anti-Money Laundering Regulations could have a negative impact on us.

We deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws and regulations by us or our employees could have material adverse effect on our financial condition, results of operation or cash flows.

We may face potential successor liability.

As the acquirer of certain assets of the Predecessor, we may be subject to certain liabilities of the Predecessor notwithstanding confirmation and effectiveness of the Bankruptcy Plan. While remote, such liabilities conceivably might arise in a number of circumstances, including those where:

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a creditor of the Predecessor did not receive proper notice of the pendency of the bankruptcy case relating to the Bankruptcy Plan or the deadline for filing claims therein;

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the injury giving rise to, or source of, a creditor’s claim did not manifest itself in time for the creditor to file the creditor’s claim;

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a creditor did not timely file the creditor’s claim in such bankruptcy case due to excusable neglect;

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we are liable for the Predecessor’s tax liabilities under a federal and/or state theory of successor liability; or

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the order of confirmation for the Bankruptcy Plan was procured by fraud.

Although we have no reason to believe that we will become subject to liabilities of the Predecessor that are not provided for in the Bankruptcy Plan, we would vigorously contest any effort to make us subject to such liabilities. If we should become subject to such liabilities, it could have a material adverse effect on our business, financial condition and results of operations. By listing above potential circumstances under which an entity may seek to hold us liable for obligations of the Predecessor, we do not concede that we would become liable even in such circumstances, and nothing herein is an admission or waiver of any sort in this regard.

We may face substantial administrative liabilities.

Pursuant to the Bankruptcy Plan, among other things, we assumed certain obligations and liabilities of the Predecessor. The following represents the current status of such obligations as well as remaining litigation matters. We agreed to pay $0.4 million in satisfaction of the Predecessor’s unsecured claims. To date, we have paid or have been deemed by order of the Bankruptcy Court to have satisfied $0.3 million of those unsecured claims and have a remaining $0.1 million recorded as a liability in accounts payable. With regard to allowed priority and cure claims and non-professional fee administrative expenses, we have paid approximately $2.9 million. Other disputed administrative/priority claims (“Disputed Claims”) are discussed below.

One set of Disputed Claims consists of claims for professional fees. The professionals employed at the expense of the bankruptcy estates of the Predecessor and other debtors filed applications for allowance of approximately $13.5 million in professional fees and expenses against the Predecessor. We dispute and have objected to many of those applications in advance of hearings before the Bankruptcy Court, the first of which occurred on May 11, 2011, and addressed issues of allocation of fees and expenses between the Predecessor and TEH. Following the May 11, 2011 hearing, the Bankruptcy Court requested post-hearing submissions from the parties, which were filed on June 30, 2011. Thereafter, on December 30, 2014, the Bankruptcy Court issued the Memorandum Regarding Fee Allocation Dispute and entered the Order Regarding Fee Allocation Dispute (the “Allocation Order”), which held that “Professional Fees [with one exception] should be allocated 75% to the OpCo Debtors [TEH] and 25% to the LandCo Debtors [Predecessor].” During a status conference held on February 3, 2015, the Bankruptcy Court directed the Company and TEH to attempt to resolve the Disputed Claims either informally or, if necessary, through a formal mediation process. A second hearing on all other issues subject to the objections will occur, if necessary, when scheduled by the Bankruptcy Court. As described below, we believe that our potential liability in respect of such claimed professional fees and expenses should be limited to the current balance of a professional fee escrow account the Predecessor funded and accrued in the amount of $5.0 million pursuant to the Bankruptcy Plan. Approximately $3.8 million remains in that account, which is restricted to the sole purpose of satisfying liabilities related to professional services incurred as part of the Chapter 11 Cases. Notwithstanding the foregoing, management cannot predict the outcome of these Disputed Claims and no assurance can be provided regarding our liability in this regard.

Another set of Disputed Claims were asserted by Wimar Tahoe Corporation and Columbia Sussex Corporation, which are companies related by common ownership to the Predecessor that provided management services to and incurred expenses through September 2008 that were charged to the Predecessor. Both companies seek allowance and payment by the Predecessor of administrative expense and/or priority claims in the Chapter 11 Cases in the aggregate amount of $0.8 million. Oral arguments on dispositive cross motions for summary judgment were conducted on September 27, 2011, and we are awaiting the Bankruptcy Court ruling. We currently have recorded a liability in the amount of $0.8 million in accounts payable for these claims.

Finally, TEH has asserted two additional Disputed Claims against the Predecessor in the Chapter 11 Cases. The first claim has been asserted as an administrative/priority claim in the amount of approximately $0.5 million and relates to management fees for services allegedly rendered by TEH in May and June 2009 and an unliquidated contingent claim relating to alleged workers’ compensation liabilities. We dispute the workers’ compensation liabilities claim in its entirety and a portion of the claimed management fees. Given our position, we have not recorded any liability associated with this Disputed Claim, which has yet to be adjudicated.

In the second claim, TEH has asserted that the Predecessor should be responsible for payment of the entire amount of fees and expenses allocated to the Predecessor pursuant to the Allocation Order, which the Company calculates to be approximately $12.7 million, less approximately $2.3 million already paid on account of such fees and expenses and less the $3.8 million remaining in the professional fee escrow account. The Company, on the other hand, has taken the position that, pursuant to the Bankruptcy Plan, it is responsible only for the Predecessor’s appropriate allocation of professional fees and expenses that were unpaid at the time of confirmation of the Bankruptcy Plan, which would be an amount no more than the remaining balance of the professional fee escrow account. Given our position, we have not recorded any liability associated with this claim in excess of the remaining balance of the professional fee escrow account. Management cannot predict the outcome and no assurance can be given that the claims asserted will ultimately be disallowed or will not have a material adverse impact on the Company. See “Item 3 - Legal Proceedings—Bankruptcy.”

We face risks related to claims that may be brought against us in the future.

We are, from time to time and during the normal course of business, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to Tropicana Las Vegas. Certain litigation claims may not be covered entirely by our insurance policies, or at all, or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert the attention of our management from the operation of Tropicana Las Vegas. Further, litigation involving visitors to Tropicana Las Vegas, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our business. We cannot predict the outcome of any action, and it is possible that adverse judgments or settlements could have a material adverse effect on our business, financial condition and results of operations.

Our results of operations and financial condition could be materially and adversely affected by the occurrence of natural disasters or other catastrophic events, including war and terrorism, that have a negative effect on travel and leisure expenditures by consumers and on corporate spending on conventions and business development.

Catastrophic events such as terrorist and war activities in the United States and elsewhere have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions) and tourism by consumers and on corporate spending on conventions and business development. In addition, any man-made or natural disasters in or around Nevada, or the areas from which we draw customers for Tropicana Las Vegas, could reduce the number of visitors to Las Vegas. For example, earthquakes are common in California, the Nevada gaming industry’s primary feeder market, and the severity of any such natural disasters is unpredictable. Any such events could have a significant adverse effect on our business, prospects, financial condition and results of operations.

We may not have or be able to obtain sufficient insurance coverage to replace or cover the full value of losses we may suffer.

We evaluate our risks and insurance coverage annually. While we believe we have obtained sufficient insurance coverage with respect to the occurrences of casualty damage to cover losses that could result from the acts or events described above for the next year, we may not be able to obtain sufficient or similar insurance for later periods and we cannot predict whether we will encounter difficulty in collecting on any insurance claims that may be submitted, including claims for business interruption.

In addition, while we maintain insurance against many risks to the extent and in amounts that we believe are reasonable, these policies do not cover all risks. Furthermore, portions of our business are difficult or impracticable to insure. Therefore, after carefully weighing the costs, risks and benefits of retaining versus insuring various risks, as well as the availability of certain types of insurance coverage, we occasionally opt to retain certain risks not covered by insurance policies. Retained risks are associated with deductible limits, partial self-insurance programs and insurance policy coverage ceilings.

As an example, we carry certain insurance policies that, in the event of certain substantial losses, may not be sufficient to pay the full current market value or current replacement cost of damaged property. As a result, if a significant event were to occur that is not fully covered by an insurance policy, we may lose all, or a portion of, the capital we have invested in our property, as well as the anticipated future revenue from such property, and our financial condition and results of operations could be adversely affected. Consequently, uninsured losses may negatively affect our financial condition, liquidity and results of operations. There can be no assurance that we will not face uninsured losses pertaining to the risks that have been retained.

We face risks rising from potential material weaknesses in our internal control environment.

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls or our internal audit controls can prevent all possible error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurances that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all control systems, no evaluation of controls can provide absolute assurance that we have detected all control issues and instances of fraud, if any. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential future condition. Over time, controls may be inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.

We rely on information technology and other systems to maintain and transmit customer financial information, credit card settlements, credit card funds transmissions, mailing lists and reservations information. We have implemented systems that are designed to meet all requirements of the Payment Card Industry standards for data protection. However, our information and processes are subject to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, or employees of third party vendors. The steps we take to deter and mitigate these risks may not be successful and our insurance coverage for protecting against a cybersecurity risks may not be sufficient. Any disruption, compromise or loss of data or systems that result from cybersecurity attack or breach could materially adversely impact, operations or regulatory compliance and could result in remedial expenses, fines, litigation, and loss of reputation, potentially impacting our financial results.

Risks Related to our Securities

There is currently no public market for our securities, a public market may not develop in the future and state gaming laws may affect marketability of shares of our capital stock.

None of our securities are listed on any national securities exchange. There is currently no public market for any of our securities, and a public trading market may not develop in the future. If a market for any of our securities were to develop, the liquidity of any such market would depend, among other things, upon the number of holders of our securities, our financial performance and the market for similar securities. We cannot predict whether an active trading market will develop, or if a market develops, what the liquidity or pricing characteristics of that market will be. In addition, Nevada Gaming Laws regulate the transfer of securities of gaming companies. These restrictions on marketability may limit our stockholders’ ability to sell their shares and, if sold, the prices they may receive for those shares.

We have not paid dividends in the past, and do not plan to pay dividends in the future, on shares of our common stock.

We do not plan to pay any dividends or make any distributions on shares of our common stock in the foreseeable future. Therefore, the shareholder should not expect to receive any dividend income in the foreseeable future from shares of our common stock. Our current loan agreement prohibits us from declaring dividends as long as there is outstanding debt.

We are required to pay cumulative dividends on our shares of Preferred Stock, which will reduce the amount of cash available to us for our operations or, if we do not pay the dividends and the shares of Preferred Stock are converted into shares of our common stock, will result in dilution to holders of shares of our common stock.

Dividends on shares of our Preferred Stock accrue at a rate of 12.5% per annum, payable semi-annually in arrears. These dividends are cumulative. Payment of these dividends will reduce the amount of cash available to us for our operations. If for any reason our board of directors does not declare a dividend on the Preferred Stock for a particular dividend period, or if our board of directors declares less than a full dividend, we will remain obligated to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on each subsequent dividend date (meaning that dividends for future dividend periods will accrue on any unpaid dividend amounts for prior dividend periods). If there are unpaid dividends on our shares of Preferred Stock at a time when shares of our Preferred Stock are converted to shares of our common stock, the conversion price for the Preferred Stock is adjusted such that additional shares of our common stock will be issuable upon conversion of the Preferred Stock, which would result in dilution to holders of shares of our common stock.

There have been no cash dividends declared on our preferred stock since we issued each preferred stock series. We do not intend to pay cash dividends on our preferred stock for the foreseeable future. Our current loan agreement prohibits us from declaring dividends as long as there is outstanding debt. As of December 31, 2014, we had approximately $142.7 million in unrecorded dividend liability.

Stockholders may experience dilution of their ownership interests due to the future issuance of shares of our common stock or preferred stock, which could have an adverse effect on our stock valuation.

We have conducted four rights offering from 2009 through 2012 to raise $200 million. We may, in the future, conduct rights offering and issue convertible preferred stock which would result in the dilution of the ownership interests of our present stockholders. Our authorized capital stock consists of 16,500,000 shares of Class A Common Stock, 16,500,000 shares of Class B Common Stock and 2,062,202 shares of Class A Preferred Stock with such designations, preferences and rights as may be determined by our Board of Directors.

The potential issuance of such additional shares of common stock or preferred stock may create downward pressure on the valuation of our common stock or preferred stock. We may also issue additional shares of our common stock, preferred stock, or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, private placements of our securities for capital raising purposes, debt refinancing, or for other business purposes. In the future, we may engage in public offerings of our stock. Future sales of substantial amounts of our common stock, or the perception that sales could occur, could have a material adverse effect on the valuation of our common stock or preferred stock.

Risks Related to our Indebtedness

Our indebtedness could adversely affect our business, financial condition and result of operations and prevent us from fulfilling our obligations under the terms of the indebtedness.

Our indebtedness could adversely affect our business, financial condition and results of operations and prevent us from fulfilling our obligations under the terms of our indebtedness. There may be factors beyond our control that could affect our ability to meet debt service requirements such as our future performance, our ability to sustain sales conditions in the market in which we operate, the economy in general and other factors beyond our control. If we are unable to make scheduled debt payments or comply with the provisions of our debt instruments, our lenders will be permitted under certain circumstances to accelerate the maturity of our indebtedness owing to them and exercise other remedies provided for in those instruments and under applicable law. We can provide no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Moreover, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot make assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

The agreements governing our debt facility contain certain financial covenants and other covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions.

Our debt facility contains restrictions on our ability to engage in certain transactions and may limit our ability to respond to changing business and economic conditions. The debt facility imposes operating and financial restrictions, including, among other things, limitations on our ability to:

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incur additional indebtedness;

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create, incur, assume or permit to exist liens on property or assets;

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make, incur or assume certain investments;

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engage in mergers or consolidations;

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sell assets;

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pay dividends or make distributions;

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make optional prepayments of certain indebtedness;

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engage in certain transactions with affiliates;

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enter into sale-leaseback transactions; and

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pay management fees.

In addition, the debt facility requires us to:

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maintain a $2.0 million cash balance;

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deposit an additional $1.6 million into the interest reserve account;

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meet certain EBITDA minimums on a quarterly basis for the periods from March 31, 2015 through March 31, 2018, with a standard cure provision if the EBITDA minimums are not met; and

If there were an event of default under our debt facility, the lender of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately or take action to enforce their security interests in our assets.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We own approximately 35 acres of land where Tropicana Las Vegas is located. Our primary business is the ownership and operation of Tropicana Las Vegas which offers casino gaming, hotel accommodations, dining, entertainment, retail shopping and other resort amenities. Tropicana Las Vegas is a hotel-casino property conveniently located at the corner of Tropicana Avenue and Las Vegas Boulevard on the Las Vegas Strip. Our property is pledged as collateral under terms of our debt facility.

Item 3. Legal Proceedings

General

We are occasionally party to routine lawsuits arising from the normal operations of a hotel and casino. As with all ligation, no assurance can be provided as to the outcome of such matters. Other than the items discussed below, there are no other pending legal proceedings to which we are party to, that are material in relation to our consolidated financial statements.

Bankruptcy Litigation

One set of Disputed Claims consists of claims for professional fees. The professionals employed at the expense of the bankruptcy estates of the Predecessor and other debtors filed applications for allowance of approximately $13.5 million in professional fees and expenses against the Predecessor. We dispute and have objected to many of those applications in advance of hearings before the Bankruptcy Court, the first of which occurred on May 11, 2011, and addressed issues of allocation of fees and expenses between the Predecessor and TEH. Following the May 11, 2011 hearing, the Bankruptcy Court requested post-hearing submissions from the parties, which were filed on June 30, 2011. Thereafter, on December 30, 2014, the Bankruptcy Court issued the Memorandum Regarding Fee Allocation Dispute and entered the Order Regarding Fee Allocation Dispute (the “Allocation Order”), which held that “Professional Fees [with one exception] should be allocated 75% to the OPCo Debtors [TEH] and 25% to the LandCo Debtors [Predecessor].” During a status conference held on February 3, 2015, the Bankruptcy Court directed the Company and TEH to attempt to resolve the Disputed Claims either informally or, if necessary, through a formal mediation process. A second hearing on all other issues subject to the objections will occur, if necessary, when scheduled by the Bankruptcy Court. As described below, we believe that our potential liability in respect of such claimed professional fees and expenses should be limited to the current balance of a professional fee escrow account the Predecessor funded and accrued in the amount of $5.0 million pursuant to the Bankruptcy Plan. Approximately $3.8 million remains in that account, which is restricted to the sole purpose of satisfying liabilities related to professional services incurred as part of the Chapter 11 Cases. Notwithstanding the foregoing, management cannot predict the outcome of these Disputed Claims and no assurance can be provided regarding our liability in this regard.

Contingencies

In the ordinary course of business, we enter into numerous agreements that contain standard guarantees and indemnities whereby we indemnify another party for breaches of representations and warranties. Many of these parties are also indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement such as a lease agreement. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement. There are no explicit limitations on the maximum potential amount of future payments that we could be required to make under some of these guarantees. We are unable to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not predictable. We maintain insurance coverage that mitigates some potential payments to be made.

Item 4. Mine Safety Disclosures

Not Applicable.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

All of our outstanding common and preferred stock is privately held and there is no established public trading market for our stock.

Holders

As of January 31, 2015, there were 44 holders of record of our common stock.

Dividends

Holders of shares of our common stock are entitled to receive dividends only when, as and if approved by our board of directors from funds legally available for the payment of dividends, after payment of dividends on our outstanding series of preferred stock. We have not paid, and do not anticipate paying in the foreseeable future, any dividends on our common stock since our loan agreement prohibits dividends while there is debt outstanding.

Securities authorized for issuance under equity compensation plans

Information regarding our securities authorized for issuance under equity compensation plans will be included in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this Annual Report on Form 10-K and is incorporated herein by reference from our definitive proxy statement relating to our 2014 Annual Meeting of Stockholders.

Item 6. Selected Financial Data

The following table sets forth selected consolidated financial data of our company for the years ended December 31, 2014, 2013, 2012, 2011 and 2010. The data as of and for the years ended December 31, 2014, 2013, 2012, 2011 and 2010 have been derived from our audited consolidated financial statements for the periods indicated and are contained elsewhere in this Annual Report on Form 10-K. The selected financial data set forth below is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Significant events impacting our selected financial data included:

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On July 1, 2009, we emerged from a Chapter 11 bankruptcy process.

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From July 1, 2009 through early 2012, we completed an extensive capital improvement project of our property.

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From 2009 through 2012, we raised $200 million in four private preferred stock offerings for general corporate purposes including capital improvements.

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In late 2012, we entered into a franchise agreement with Hilton Worldwide linking our hotel to Hilton’s Doubletree franchise with full integration into their reservation systems in early 2013.

The following information is not necessarily indicative of our future financial results ($ in thousands).

	Year Ended December 31,
	2014			2013			2012			2011			2010

Income Statement Data:
Net revenues	$	109,660		$	96,762		$	91,396		$	85,424		$	54,184
Operating loss		(16,030	)		(24,491	)		(30,289	)		(39,249	)		(42,893	)
Net loss		(19,255	)		(27,386	)		(34,261	)		(40,337	)		(43,820	)


Cash Flow Data:
Cash provided by (used in) operating activities		1,517			(3,132	)		(13,720	)		(16,845	)		(40,364	)
Cash used by investing activities		(3,133	)		(14,545	)		(9,646	)		(47,290	)		(69,617	)
Cash provided by financing activities		2,568			18,685			19,555			66,320			74,730

	As of December 31,
	2014		2013		2012		2011		2010

Balance Sheet Data:
Total assets	$	345,245	$	360,565	$	365,464	$	373,865	$	345,972
Total debt		64,968		60,634		40,617		60,745		29,333
Total stockholders’ equity		252,228		271,476		297,547		291,444		296,765

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the “Selected Historical Financial Data” and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations and estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Item 1A - Risk Factors” and “Special Note Regarding Forward-Looking Statements” appearing elsewhere in this Annual Report on Form 10-K.

Overview

Our primary business is the ownership and operation of Tropicana Las Vegas which offers casino gaming, hotel accommodations, dining, entertainment, retail shopping and other resort amenities. Our financial results are dependent upon the number of patrons that we attract to our property and the amounts those guests spend per visit. Additionally, our operating results may be affected by, among other things, overall economic conditions impacting the disposable income of our guests, achieving and maintaining cost efficiencies, competition on the Las Vegas Strip, gaming tax increases and other regulatory changes, the commencement of new gaming operations, charges associated with debt refinancing, construction at our facilities and general public sentiment regarding travel.

We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages and other factors. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results. Historically, our fourth quarter is weaker than other periods due mostly to the combined effects of inclement weather and a decline in guest visitation and spending patterns between the Thanksgiving and Christmas holidays. Over the last few years, the weak economic conditions have adversely impacted our business volumes and the amount our guests spend at our property. However, we have recently seen some indications of stability. Additionally, we continue to implement operating efficiencies and are reducing our cost structure in response to the weak economic conditions. These enhancements may improve our operating margins.

Property Updates – Expanding Meeting and Convention Facilities. In August 2014, the Company announced a March 2015 completion timeframe to expand the Tropicana Pavilion which increases our meeting and convention facilities to approximately 100,000 square feet. The new 26,000 square foot Tropicana Pavilion area will offer up to 11 separate breakout rooms featuring new private restrooms. Once completed, the new space will be able to handle larger corporate meetings and events in an entirely self-contained remodeled space of 55,000 square feet.

Property Updates – Theater. In September 2014, the Company announced that “The New Illusions” and “Raiding the Rock Vault” will both join our entertainment line-up in the Tropicana Theater. “The New Illusions” starring Jan Rouven received the Las Vegas Review-Journal’s award for Best Magic Show and will debut on Friday, November 28, 2014 with nightly performances running Saturday through Thursday at 7 pm. “Raiding the Rock Vault” was named Readers’ Choice Best of Las Vegas 2014 by the Las Vegas Review Journal and will debut on November 1, 2014 with nightly performances running Friday through Wednesday at 9 pm.

Key Financial Metrics

Casino Revenue. Casino revenue is derived primarily from customers wagering on slot machines, table games and other gaming activities. Table games generally include blackjack or twenty one, craps, mini-baccarat, roulette and other specialty games. Other gaming activities include poker. Casino revenue is defined as the net win from gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. “Table game drop” and “slot handle” are casino industry specific terms that are used to identify the amount wagered by customers at tables and slot machines, respectively. “Table game hold” and “slot hold” represent the percentage of the total amount wagered by customers that the casino has won. Hold is derived by dividing the amount won by the casino by the amount wagered by customers. Casino revenue is recognized at the end of each gaming day. Casino revenue varies from time to time due to table game hold, slot hold and the amount of gaming activity.

Room Revenue. Room revenue is derived from hotel rooms and suites rented to guests. “Average daily rate” is an industry specific term used to define the average amount of revenue per room per rented room day. “Occupancy percentage” defines the total percentage of rooms occupied and is computed by dividing the number of rooms occupied by the total number of rooms available. “Revenue per available room” (“RevPAR”) is an industry specific term used to define the average amount of revenue per room per available room day and is computed by dividing total room revenue by total rooms available. Room revenue is recognized at the time the rooms are provided to guests. Hotel room revenue varies depending upon the occupancy level of the hotel and the rates that can be charged.

Food and Beverage Revenue. Food and beverage revenue is derived from food and beverage sales in the food outlets of the hotel casino, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the relevant food or beverage service is provided to guests.

Operating Expenses. Operating costs and expenses include the direct costs associated with, among other things, operating the casino, hotel, food and beverage outlets and other casino and hotel operations (including retail amenities, concessions, entertainment offerings and certain other ancillary services conducted at the casino). These direct costs primarily relate to payroll, supplies, costs of goods sold and gaming taxes and licenses. Gaming taxes and license fees are based upon such factors as a percentage of the gross revenues or net gaming proceeds received and the number of gaming devices and table games operated. Gaming license fees and taxes may also vary with changes in applicable legislation. Operating costs and expenses also include the costs of marketing, advertising and promotions, general and administrative costs and the costs of maintenance and utilities in addition to depreciation and amortization expense.

Summary of Financial Results

The Company’s operations are conducted entirely at Tropicana Las Vegas hotel-casino resort, which includes hotel, casino, food and beverage, entertainment, retail and other related operations. Given the integrated nature of these operations, the Company is considered to have one operating segment.

The following table highlights our results of operations ($ in thousands):

	2014			2013			Percent Change			2012			Percent Change
Net revenues	$	109,660		$	96,762			13	%	$	91,396			6	%
Operating expenses		125,690			121,253			4	%		121,685			—	%
Operating loss		(16,030	)		(24,491	)		(35	)%		(30,289	)		(19	)%
Interest income and expense, net		(3,225	)		(2,895	)		11	%		(3,972	)		(27	)%
Net loss		(19,255	)		(27,386	)		(30	)%		(34,261	)		(20	)%

Note: A dash mark under Percent Change represents less than 1%.

Net Revenues. Net revenues increased $12.9 million or 13% for the year ended December 31, 2014 as compared to the year ended December 31, 2013. The increase is primarily due to a 16% increase in room revenue, 15% increase in food and beverage revenue and a 7% increase in casino revenue. Net revenues increased $5.4 million or 6% for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The increase is primarily due to a 14% increase in room revenue and a 17% increase in other revenue, slightly offset by a 1% decrease in casino revenue.

Operating Loss. The operating loss decreased by $8.5 million, or 35%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013, which was primarily due to an increase in net revenues as noted above. The operating loss decreased by $5.8 million, or 19%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012, which was primarily due to an increase in net revenues as noted above and a $0.4 million decrease in operating costs.

The following table highlights our sources of revenues and expenses as compared to prior periods ($ in thousands):

	Year Ended December 31,
	2014			2013			Percent Change			2012			Percent Change
Casino revenues	$	41,354		$	38,821			7	%	$	39,239			(1	)%
Casino expenses		27,095			28,285			(4	)%		28,749			(2	)%
Margin		34	%		27	%					27	%

Room revenue		47,238			40,590			16	%		35,613			14	%
Room expense		22,024			19,336			14	%		17,300			12	%
Margin		53	%		52	%					51	%

Food and beverage revenues		26,410			22,932			15	%		22,938			—	%
Food and beverage expenses		21,932			19,692			11	%		21,031			(6	)%
Margin		17	%		14	%					8	%

Other revenues		5,039			4,937			2	%		4,231			17	%
Other expenses		5,156			4,366			18	%		4,107			6	%
Selling, general and administrative expenses		19,941			18,989			5	%		19,229			(1	)%
Maintenance and utilities		12,490			12,203			2	%		12,309			(1	)%
Depreciation and amortization		17,709			18,037			(2	)%		18,660			(3	)%

Note: A dash mark under Percent Change represents less than 1%.

Year Ended December 31, 2014 compared with Year Ended December 31, 2013

Casino. Casino revenues increased $2.5 million, or 7%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013. Table game revenues accounted for $1.3 million of the increase in casino revenues as a result of a higher hold percentage. Slot revenues accounted for a $1.2 million of the increase in casino revenues due to an increase in both hold and handle. Casino expenses decreased $1.2 million, or 4% for the current year as compared to the prior year. The majority of the decrease was associated with the lower labor expense, lower bad debt expense and a reduction in customer complimentaries. As a result of higher casino revenues and lower expenses, the casino operating margin increased 7 percentage points for the current year as compared to the prior year.

Room. Room revenue increased $6.6 million, or 16%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013, which was attributable to an increase in average daily room rate to $89 from $84 and a higher occupancy rate of 89.3% versus 82.1% from prior year. The hotel business continues to be extremely challenging and competitive given the amount of room capacity available on the Las Vegas Strip. RevPAR was $79 and $69 for the current year and the prior year, respectively. Room expense increased $2.7 million, or 14% for the current year as compared to the prior year, due primarily to higher operating costs including labor, credit card fees, laundry services, room supplies, and fees associated with the Hilton agreement. As a result of the higher room revenue, the hotel operating margin increased 1 percentage point in the current year as compared to the prior year.

Food and Beverage. Food and beverage revenues increased $3.5 million, or 15% for the year ended December 31, 2014 as compared to the year ended December 31, 2013. The increase in food and beverage revenue was primarily due to increased banquet sales, and higher food court and café revenues. Food and beverage expenses increased approximately $2.2 million, or 11%, for the current year as compared to the prior year primarily due to higher labor, cost of goods sold and lower cost of customer complimentaries being allocated to casino expense. As a result of higher food and beverage revenue, the food and beverage operating margin increased 3 percentage points in the current year as compared to the prior year.

Other. Other revenues primarily included income from the convention, entertainment and leased outlets. Other revenues increased by $0.1 million, or 2%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013. The increase in other revenues is primarily the result of increase in convention business slightly offset by a reduction lease income. Other expenses increased $0.8 million, or 18%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013. The increase in other expenses is primarily due to increases in the convention business as well as to increases in entertainment expenses associated with the new entertainment offerings.

Selling, General and Administrative. Selling, general and administrative expenses increased $1.0 million, or 5%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013. The increase was primarily due to increase in labor, benefits and management fees as well as one time legal development costs for the proposed retail development project offset slightly by lower general liability insurance and legal fees.

Maintenance and Utilities. Maintenance and utilities expense increased $0.3 million or 2% for the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to higher utilities and outside repair expenses offset slightly by lower labor expense.

Depreciation and Amortization. A decrease in depreciation and amortization expense of $0.3 million, or 2%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013 related to retiring certain assets.

Loss on Assets Disposals. We wrote-off $0.9 million of property and equipment for the year ended December 31, 2014 due to a tenant lease settlement whereby our existing assets were replaced by the tenant. In the prior year, we wrote off $0.3 million due to the retiring of certain assets associated with remodeling the theater, bungalows and sky villas.

Gain on Lease Terminations. We recognized a $1.5 million gain for the year ended December 31, 2014 based upon a tenant lease settlement whereby we received $1.5 million in personal property and leasehold improvements.

Interest Expense, Net. Net interest expense increased $0.3 million, or 11%, for the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to increase in borrowings to cover capital expenditures and the funding of the interest reserve account.

Year Ended December 31, 2013 compared with Year Ended December 31, 2012

Casino. Casino revenues decreased $0.4 million, or 1%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. Table game revenues accounted for $2.6 million of the decrease in casino revenues as a result of a lower hold percentage in the first quarter of 2013. Poker room revenue accounted for $0.3 million of the decrease in casino revenues as result of closing of the poker room in the third quarter of 2012. Offsetting some of the revenue reductions were slot revenues, which accounted for a $2.5 million increase in casino revenues due to a 9% increase in handle. Casino expenses decreased $0.5 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The majority of the decrease was associated with the closing of the New Jersey branch office. As a result of slightly lower casino revenues and expenses, the casino operating margin remained flat for 2013 as compared to 2012.

Room. Room revenue increased $5.0 million, or 14%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012, which was attributable to an increase in average daily room rate to $84 from $77 with a slightly lower occupancy rate of 82.1% versus 83.0% from 2012. The hotel business continues to be extremely challenging and competitive given the amount of room capacity available on the Las Vegas Strip. RevPAR was $69 and $64 for 2013 and 2012, respectively. Room expense increased $2.0 million, or 12% for the year ended December 31, 2013 as compared to the year ended December 31, 2012, due to slightly higher operating costs including labor, credit card fees, laundry services, operating supplies, and fees associated with the Hilton agreement. As a result of the higher daily room rate, the hotel operating margin increased 1 percentage point in 2013 as compared to 2012.

Food and Beverage. Food and beverage revenues remained flat for the year ended December 31, 2013 as compared to the year ended December 31, 2012. There were increases in food and beverage revenue due to banquet sales however the closing of our nightclub and beach club in March 2012 offset that revenue increase. Food and beverage expenses decreased approximately $1.3 million, or 6%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 directly corresponding to the closing of the nightclub and beach club. As a result of eliminating the lower margin nightclub and beach club business, the food and beverage operating margin increased 6 percentage points in 2013 as compared to 2012.

Other. Other revenues primarily included income from the convention, entertainment and leased outlets. Other revenues increased by $0.7 million, or 17%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The increase in other revenues is primarily the result of increase in lease income.

Selling, General and Administrative. Selling, general and administrative expenses decreased $0.2 million, or 1%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The decrease was due to lower legal fees.

Maintenance and Utilities. Maintenance and utilities expense for the year ended December 31, 2013 as compared to the year ended December 31, 2012 decreased by a negligible amount due to our initiatives associated with energy efficiency projects.

Depreciation and Amortization. A decrease in depreciation and amortization expense of $0.6 million, or 3%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012 related to retiring certain assets.

Loss on Asset Disposals. We wrote off $0.3 million for the year ended December 31, 2013 due to the retiring of certain assets associated with remodeling the theater, bungalows and sky villas. For the year ended December 31, 2012, we wrote off $0.3 million associated with retiring $0.1 million of assets and the elimination of a restaurant shell with a carrying value of $0.2 million.

Interest Expense, Net. Net interest expense decreased $1.1 million, or 27%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. In November 2012, we completed a $40.0 million rights offering of our Series 4 Preferred Stock. This additional equity allowed us to pay down a substantial portion of our outstanding revolving credit facility, thus lowering 2013 interest expense. In addition, we recognized $30,000 in interest income for 2012 related to the sales and use tax settlement on complimentary meals.

Liquidity and Capital Resources

Amended and Restated Loan Agreement

Effective December 21, 2012, we agreed to amend and restate our $65.0 million loan agreement. The Amended and Restated Loan is comprised of a $50.0 million Revolver A facility, a $5.0 million Revolver B facility, and a $10.0 million Revolver C facility. The Revolver A bears interest at 4% per annum, Revolver B bears interest at 5% per annum and Revolver C bears interest at 6% per annum. The fee for any unfunded portion of the Revolver A, Revolver B or Revolver C is 0.50%. Each revolving credit facility has a stated maturity date of April 2, 2018.

The Amended and Restated Loan contains customary affirmative, negative and financial covenants. The covenants, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; create liens on property or assets; make certain investments; engage in mergers or consolidations; sell assets; pay dividends or make distributions; engage in certain transactions with affiliates; enter into sale-leaseback transactions; and pay management fees. In addition, the Amended and Restated Loan requires us to: maintain a $2.0 million cash balance; meet certain EBITDA minimums on a quarterly basis for the periods from March 31, 2015 through March 31, 2018 with a standard cure provision if the EBITDA minimums are not met; and limits the annual aggregate capital expenditures to $18.0 million in 2013 and 2014. Substantially all of the assets of Tropicana Las Vegas are pledged as collateral under the Amended and Restated Loan and priority of liens and security interest were granted to our lenders. The lenders have agreed to release their security interest in a one acre (approximately) parcel for future development.

Effective December 30, 2014 we executed a letter with lenders that established: i) the required minimum EBITDA financial covenants for fiscal year 2015; ii) required the Company to deposit an additional $1.6 million into the interest reserve account in January 2015; and iii) eliminated the Lender obligation to disburse all amounts in the interest reserve account as of December 31, 2014 if certain conditions were met. As of December 31, 2014, we are in compliance with all of our covenants and expect to remain compliant with our covenants throughout 2015. The interest reserve account as of December 31, 2014, has a balance of $1.2 million to cover future interest payments.

Liquidity Outlook

We have been operating at a loss since we commenced operations on July 1, 2009 and generated negative cash flows prior to 2014. Our ability to generate cash from operations in the future depends, in significant part, upon the state of the gaming industry in Las Vegas, which in turn depends upon a number of factors including the state of the United States economy, the amount of discretionary consumer and corporate spending in Las Vegas and the level of competition in the Las Vegas casino market.

Our primary sources of liquidity have been comprised of a revolving line of credit totaling $65 million and four rights offerings which raised $200 million. We believe that our existing cash balance, cash flows from operations, and existing revolver line ($2.5 million available as of December 31, 2014) will be more than adequate to meet our financial and operating obligations over the next twelve months. However, we will continue to closely monitor and manage our cash position given the current economic environment. If our sources of capital are inadequate to fund our long-term liquidity requirements, including our need to service our existing debt obligations as they come due, we will attempt to procure additional debt or equity financing to fund our operations, capital expenditures and debt service requirements.

We can provide no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Moreover, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot make assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Cash Flows Provided by (Used in) Operating Activities

During the year ended December 31, 2014, cash flows provided by operating activities were $1.5 million as compared to using $3.1 million for the year ended December 31, 2013. The increase in cash flows provided by operating activities is the result of our 13% net revenue growth coupled with our cost containment initiatives.

During the year ended December 31, 2013, cash flows used in operating activities were $3.1 million as compared to $13.7 million for the year ended December 31, 2012, reflecting a year over year decrease in cash flows used in operating activities. The reduction in cash out-flows is the result of our 6% net revenue growth and our cost containment initiatives.

Cash Flows Used in Investing Activities

During the year ended December 31, 2014, cash used for capital expenditures and change in construction payables was $3.1 million reflecting the theater remodel, completion of the sky villas and expansion of our convention space.

During the year ended December 31, 2013 cash used for capital expenditures was $14.5 million reflecting the completion of our bungalow-styled room renovations, theater remodel, bathroom renovations and the construction of our sky villas.

During the year ended December 31, 2012, cash used for capital expenditures and change in construction payables was $9.9 million reflecting the start of the bungalow-styled room renovations and theater remodel as well as significant heating and air conditions upgrades.

Cash Flows Provided by Financing Activities

During the year ended December 31, 2014, we had cash flows provided by financing activities of $2.6 million. We had net borrowing of $3.0 million on our Revolver C loan to complete capital expenditures and to fund $1.6 million into the interest reserve account. We also entered into $0.9 million of financing arrangements for insurance coverage of which we paid $0.4 million during the year. In addition, we paid $0.9 million in principal payments under capital leases. This increase represents $1.8 million in slot machines and pavilion capital leases entered into during 2014. As of December 31, 2014, we had remaining borrowing base of $2.5 million under the Amended and Restated Loan.

During the year ended December 31, 2013, we had cash flows provided by financing activities of $18.7 million. In 2013, we borrowed $29.7 million to complete capital expenditures and to pay down our Revolver C loan of $10 million. Revolver C carries a higher interest rate than Revolver A, thus allowing us to lower our overall financing cost. In addition, we paid $0.8 million in principal payments under capital leases. This increase represents $1.2 million in additional slot machine capital leases entered into during 2013.

During the year ended December 31, 2012, we had cash flows provided by financing activities of $19.6 million. In July 2012, we entered into a third amendment to our loan agreement which established an additional $5.0 million revolving credit facility. During 2012, we borrowed $10.0 million to fund our capital expenditures. In November 2012, we raised $40.0 million in a private placement of our Series 4 Preferred Stock which allowed us to pay down our borrowing base by $30.0 million. In addition, we paid $0.3 million in principal payments on capital leases and $0.1 million in debt issuance costs.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2014 and the effect such obligations are expected to have on our liquidity and cash flow in future periods ($ in thousands):

	Periods of Payments
	Total		Less than One Year		1-3 Years		3-5 Years		More than 5 Years
Long-term debt	$	62,265	$	—	$	—	$	62,265	$	—
Interest on long-term debt (a)		8,752		2,691		5,381		680		—
Capital leases		2,220		1,262		698		260		—
General purchase obligations		45		45		—		—		—
Capital purchase obligations		1,165		1,165		—		—		—
Other commitments (b)		36,342		12,104		13,562		4,812		5,864
Total contractual obligations	$	110,789	$	17,267	$	19,641	$	68,017	$	5,864

(a)

Amounts estimated based on current outstanding debt.

(b)

Amounts represent various contract commitments including software licenses, maintenance agreements and service agreements.

Off-Balance sheet Arrangements

We have no special purpose entities, financing partnerships, guarantees or off-balance sheet arrangements other than $0.2 million of outstanding letters of credit discussed in Note 6 “Commitments and Contingencies” to our Consolidated Financial Statements in this Annual Report on Form 10-K.

Critical Accounting Policies

Our consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States. A summary of our significant accounting policies are presented in Note 2 to the Consolidated Financial Statements. Certain of our accounting policies require management to apply significant judgment in defining the appropriate assumptions integral to financial estimates. We evaluate our estimates on an ongoing basis including those related to the estimated lives of depreciable assets, allowance for doubtful accounts, accruals for customer loyalty programs, self-insurance, contingencies and other items. Judgments are based on historical experience, terms of existing contracts, industry trends, information that is currently available and various other assumptions that we believe are reasonable under the circumstances. However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results may differ from our estimates. We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or, for capital leases and leasehold improvements, over the asset’s useful life or the term of the lease. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred. The cost and accumulated depreciation of property and equipment retired or disposed of are eliminated from the respective accounts and any resulting gain or loss is included in the results of operations.

Long-Lived Assets

Long-lived assets, which are to be held and used, including property and equipment, are periodically reviewed by management for impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, we compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value. Our assumptions used in developing undiscounted cash flows included the key assumption of constructing and selling a proposed retail development project. If the proposed retail development project fails to be completed or is not sold with an expected profit margin, then our undiscounted cash flows may not exceed our carrying value and impairment may be incurred in the future.

Self-Insurance Reserves

We are self-insured up to certain stop-loss limits for costs of employee health coverage for non-union employees as well as worker’s compensation and general liability claims. Insurance claims and reserves include accruals of estimated settlements for known claims as provided by a third party. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe the estimates of future liability are reasonable based upon our monitoring of claim types and incidents; however, changes in health care costs, accident frequency and severity could materially affect estimates for these liabilities.

Customer Loyalty Program

We provide a customer loyalty program which allows customers to redeem points earned from their gaming activity for slot play, food, beverages, rooms or merchandise. We accrue a liability for the estimated cost of the outstanding points that we believe will ultimately be redeemed which is calculated based on the total number of points earned, converted to a redemption value based on the average number of points needed to convert to rewards. The offset to this liability is recorded as contra casino revenue.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting guidance, "Revenue from Contracts with Customers." The core principle of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and clarify guidance for multiple-element arrangements. This standard is effective for fiscal years and interim periods within those years beginning after December 15, 2016, with early adoption prohibited. Accordingly, we will adopt this standard in the first quarter of fiscal year 2017. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements.

In August 2014, FASB issued accounting guidance, "Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern." The core principle of the new standard requires management to evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the financial statements are issued (or available to be issued when applicable) and if so, disclose that fact. Management will be required to evaluate and disclose whether its plans alleviate that doubt. The assessment will be similar to the one auditors historically have performed under auditing standards. This standard is effective for fiscal years and interim periods within those years beginning after December 15, 2016. Accordingly, we anticipate adopting this standard in the first quarter of fiscal year 2017, even though early adoption is permitted. The Company does not expect this guidance to have a material impact on the consolidated financial statements. However, the Company needs to determine if new internal controls or changes to existing internal controls will be required to comply with the new requirements.

With the exception of the new accounting standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during 2014, 2013 or 2012 that have had or are expected to have a material impact on the Company’s financial position or results of operations. A variety of proposed or otherwise potential accounting standards are currently under consideration 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 such proposed standards would have on our financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our use of debt exposes us to interest rate risk. As of December 31, 2014, all of our long-term debt and capital leases had fixed interest rates which eliminated our exposure to fluctuation of interest rates. The following table set forth our long-term debt obligations and the related interest rates as of December 31, 2014 ($ in thousands):

Type	Expected Maturity	Interest Rate			Principal Outstanding
Obligations under capital leases	Dec 2014 – Jul 2017		0.0% to 8.5	%	$	2,220
Revolver A, $50.0 million limit	April 2018	Fixed at 4.0		%		49,765
Revolver B, $5.0 million limit	April 2018	Fixed at 5.0		%		5,000
Revolver C, $10.0 million limit	April 2018	Fixed at 6.0		%		7,500
Total debt					$	64,485

Item 8. Financial Statements and Supplementary Data

The information required by this Item is contained in Item 15(a) of this Annual report on Form 10-K under “Financial Statements”.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedure

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2014, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely discussions regarding required disclosure.

Management Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013 version of framework). Based on our assessment, management believes that, as of December 31, 2014, the Company’s internal control over financial reporting was effective.

This annual report does not include an attestation report regarding internal controls over financial reporting from Ernst & Young LLP, our independent registered public accounting firm. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to Section 404(c) to the Sarbanes-Oxley of 2002 that permits the Company to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to our definitive proxy statement for our 2015 Annual Meeting to be filed with the Securities and Exchange Commission pursuant to regulation 14A within 120 days after the end of the fiscal year covered by this report.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1). Financial Statements

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2014 and 2013	F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2014, 2013 and 2012	F-3
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2014, 2013 and 2012	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	F-5
Notes to Consolidated Financial Statements	F-6

(a)(2). Financial Statement Schedules

We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

(a)(3). Exhibits

Exhibit Number		Exhibit Description

2.1		First Amended Joint Plan of Reorganization of Tropicana Las Vegas Holdings, LLC and Certain of its Debtor Affiliates pursuant to Title 11 of the United States Code, 11 U.S.C. Section 101 et seq. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

3.1		Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

3.2		Bylaws of Tropicana Las Vegas Hotel and Casino, Inc. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

3.3		Certificate of Designations of Class A Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated as of August 12, 2009. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

3.4		Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. dated as of August 12, 2009. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)

3.5		Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. dated as of March 17, 2010. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)

3.6		Certificate of Designations of Class A Series 2 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated as of March 17, 2010. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)

3.7		Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. dated as of April 28, 2011 (Included as exhibit 3.7 to the Registrant’s Form 8-K filed on May 3, 2011 and incorporated herein by reference)

3.8		Certificate of Designations of Class A Series 3 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated as of April 28, 2011 (Included as exhibit 3.8 to Form 8-K filed on May 3, 2011 and incorporated herein by reference)

3.9		Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc., dated November 1, 2012. (Incorporated herein by reference to the Company’s Form 8-K filed on November 8, 2012)

3.10		Certificate of Designations of Class A Series 4 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated November 1, 2012. (Incorporated herein by reference to the Company’s Form 8-K filed on November 8, 2012)

3.11		Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc., dated January 31, 2013. (Incorporated herein by reference to the Company’s Form 8-K filed on January 30, 2013)

3.12		Amended Certificate of Designations of Class A Series 4 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated November 1, 2012. (Incorporated herein by reference to the Company’s Form 8-K filed on January 30, 2013)

4.1		Form of Tropicana Las Vegas, Inc. Common Share Certificate(Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

4.2		Warrant Agreement, dated July 1, 2009, for Warrant Issued to Tropicana Entertainment, LLC (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)

10.1		Stockholders’ Agreement, dated July 1, 2009, by and among Tropicana Las Vegas Hotel and Casino, Inc., and the stockholders listed on a schedule thereto and any stockholder or option holder who becomes a party thereto by joinder. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

10.2		Employment Agreement dated July 1, 2009 by and between Tropicana Las Vegas, Inc. and Alex Yemenidjian. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

Exhibit
Number

Exhibit Description

10.3 Employment Agreement dated October 1, 2010 by and between Tropicana Las Vegas, Inc. and Joanne M. Beckett. (Incorporated herein by reference to the Company’s Form 8-K dated December 8, 2010 when originally filed as Exhibit 10.4)

10.4 Management Agreement, dated May 17, 2010, by and between Tropicana Las Vegas, Inc. and Trilliant Management, L.P. (Incorporated herein by reference to the Company’s Form 8-K dated May 21, 2010 when originally filed as Exhibit 10.8)

10.5 2010 Non-Employee Director Restricted Stock Plan (effective September 16, 2010), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement. (Incorporated herein by reference to the Company’s Form 8-K dated September 17, 2010 when originally filed as Exhibit 10.9)

10.6 2011 Non-Employee Director Restricted Stock Plan (effective September 15, 2011), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement (Incorporated herein by reference to the Company’s Form 8-K dated September 16, 2011 when originally filed as Exhibit 10.12).

10.7 Consulting Service Agreement, dated March 21, 2012 between Tropicana Las Vegas, Inc. and Mr. Michael A. Ribero (Incorporated herein by reference to the Company’s Form 8-K dated March 21, 2012 when originally filed as Exhibit 10.18).

10.8 Amendment and Restated Loan Agreement, dated December 21, 2012, between Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo Principal Investments, LLC as a Lender and Wells Fargo National Association, as the Administrative Agent for the Lender (Incorporated herein by reference to the Company’s Form 8-K dated on December 26, 2012 when originally filed as Exhibit 10.20).

10.9 Employment Agreement dated July 8, 2013 by and between Tropicana Las Vegas, Inc. and Jason A. Goudie. (Incorporated herein by reference to the Company’s Form 8-K dated July 8, 2013 when originally filed as Exhibit 10.21).

10.10 2013 Non-Employee Director Restricted Stock Plan (effective July 1, 2013), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement (Incorporated herein by reference to the Company’s Form 8-K dated August 12, 2013 when originally filed as Exhibit 10.22).

10.11 Employment Agreement dated August 4, 2014 by and between Tropicana Las Vegas, Inc. and Joanne M. Beckett. (Incorporated herein by reference to the Company’s Form 8-K dated August 7, 2014)

10.12 Master Lease Agreement dated November 21, 2014 by and between Tropicana Las Vegas, Inc. and Onset Financial, Inc. (Incorporated herein by reference to the Company’s Form 8-K dated November 21, 2014)

10.13 Letter Agreement dated December 30, 2014 by and between Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo Principal Investments, LLC as a Lender and Wells Fargo National Association, as the Administrative Agent for the Lender. (Incorporated herein by reference to the Company’s Form 8-K dated December 30, 2014)

10.14* Amendment No. 1 to Master Lease Agreement dated February 10, 2015 by and between Tropicana Las Vegas, Inc. and Onset Financial, Inc.

21.1* Subsidiaries of the registrant.

31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL Instance Document**

101.SCH XBRL Taxonomy Extension Schema Document**

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB XBRL Taxonomy Extension Label Linkbase Document**

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

*	Filed herewith.

**	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TROPICANA LAS VEGAS HOTEL AND CASINO, INC.


Date: February 13, 2015	By:	/s/ Alex Yemenidjian

		Name:	Alex Yemenidjian
		Title:	Chief Executive Officer and President

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	Signature		Title		Date


/s/ Alex Yemenidjian
Alex Yemenidjian		Chairman, Chief Executive Officer and President (Principal Executive Officer)		February 13, 2015

/s/ Jason goudie
Jason Goudie		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		February 13, 2015

/s/ Timothy A. R. Duncanson
Timothy A. R. Duncanson		Director		February 13, 2015

/s/ Judy K. Mencher
Judy K. Mencher		Director		February 13, 2015

/s/ Larry krause
Larry Krause		Director		February 13, 2015

/s/ Michael Ribero
Michael Ribero		Director		February 13, 2015

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Tropicana Las Vegas Hotel and Casino, Inc.

We have audited the accompanying consolidated balance sheets of Tropicana Las Vegas Hotel and Casino, Inc. (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2014 and 2013, and the consolidated results of its operations and its cash flows for the each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Las Vegas, Nevada

February 13, 2015

F-1

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

	December 31,
	2014			2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	10,315		$	9,363
Restricted cash		5,021			7,839
Receivables, net		4,053			3,941
Inventories		587			797
Prepaid expenses and other current assets		2,968			2,393
Total current assets		22,944			24,333
Long-term restricted cash		—			879
Property and equipment, net		318,711			331,122
Other assets, net		3,590			4,231
TOTAL ASSETS	$	345,245		$	360,565

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Current portion of long-term debt	$	1,251		$	784
Financing payable		483			—
Accounts payable		8,368			9,833
Construction payable		164			439
Accrued payroll and related		4,345			5,140
Accrued gaming and related		1,585			1,597
Other accrued expenses and current liabilities		3,818			3,597
Total current liabilities		20,014			21,390
Long-term debt, less current portion		63,234			59,850
Accrued management fees		9,380			7,162
Other long-term liabilities		389			687
TOTAL LIABILITIES		93,017			89,089

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS’ EQUITY:
Class A convertible participating preferred stock, $0.01 par value, 750,000 shares authorized, issued and outstanding		8			8
Class A series 2 convertible participating preferred stock, $0.01 par value, 545,702 shares authorized, 545,585 shares issued and outstanding		5			5
Class A series 3 convertible participating preferred stock, $0.01 par value, 350,000 shares authorized, issued and outstanding		3			3
Class A series 4 convertible participating preferred stock, $0.01 par value, 416,500 shares authorized, issued and outstanding, respectively		4			4
Class A common stock, $0.01 par value, 16,500,000 shares authorized, 4,668,151 and 4,666,151 shares issued and outstanding, respectively		47			47
Class B common stock, $0.01 par value, 16,500,000 shares authorized, no shares issued and outstanding		—			—
Additional paid-in capital		436,208			436,201
Accumulated deficit		(184,047	)		(164,792	)
Total stockholders’ equity		252,228			271,476
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	345,245		$	360,565

The accompanying notes are an integral part of these consolidated financial statements.

F-2

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(amounts in thousands, except per share data)

	Year Ended December 31,
	2014			2013			2012
REVENUES:
Casino	$	41,354		$	38,821		$	39,239
Room		47,238			40,590			35,613
Food and beverage		26,410			22,932			22,938
Other		5,039			4,937			4,231
Gross revenues		120,041			107,280			102,021
Less: promotional allowances		(10,381	)		(10,518	)		(10,625	)
Net revenues		109,660			96,762			91,396

OPERATING EXPENSES:
Casino		27,095			28,285			28,749
Room		22,024			19,336			17,300
Food and beverage		21,932			19,692			21,031
Other		5,156			4,366			4,107
Selling, general and administrative		19,941			18,989			19,229
Maintenance and utilities		12,490			12,203			12,309
Depreciation and amortization		17,709			18,037			18,660
Write down of other assets		—			—			214
Loss on asset disposals, net		871			345			86
Gain on lease termination		(1,528	)		—			—
Total operating expenses		125,690			121,253			121,685

OPERATING LOSS		(16,030	)		(24,491	)		(30,289	)

OTHER (EXPENSES) INCOME:
Interest income		3			33			6
Interest expense		(3,228	)		(2,928	)		(3,978	)
Total other (expense) income		(3,225	)		(2,895	)		(3,972	)

NET LOSS		(19,255	)		(27,386	)		(34,261	)

Other comprehensive income (loss)		—			—			—
COMPREHENSIVE LOSS	$	(19,255	)	$	(27,386	)	$	(34,261	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

	Stockholders’ Equity
	Class A Preferred Stock		Class A Series 2 Preferred Stock		Class A Series 3 Preferred Stock		Class A Series 4 Preferred Stock		Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity

Balances, December 31, 2011	$	8	$	5	$	3	$	—	$	46	$	—	$	394,527	$	(103,145	)	$	291,444

Issuance of preferred stock for cash and issuance of common stock for backstopping offering		—		—		—		4		1		—		39,995		—			40,000
Issuance of preferred stock in payment of debt issuance costs		—		—		—		—		—		—		350		—			350
Share-based compensation		—		—		—		—		—		—		14		—			14
Net loss		—		—		—		—		—		—		—		(34,261	)		(34,261	)
Balances, December 31, 2012		8		5		3		4		47		—		434,886		(137,406	)		297,547

Issuance of preferred stock in payment of debt issuance costs		—		—		—		—		—		—		1,301		—			1,301
Share-based compensation		—		—		—		—		—		—		14		—			14
Net loss		—		—		—		—		—		—		—		(27,386	)		(27,386	)
Balances, December 31, 2013		8		5		3		4		47		—		436,201		(164,792	)		271,476

Share-based compensation		—		—		—		—		—		—		7		—			7
Net loss		—		—		—		—		—		—		—		(19,255	)		(19,255	)
Balances, December 31, 2014	$	8	$	5	$	3	$	4	$	47	$	—	$	436,208	$	(184,047	)	$	252,228

The accompanying notes are an integral part of these consolidated financial statements.

F-4

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2014			2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(19,255	)	$	(27,386	)	$	(34,261	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		17,709			18,037			18,660
Share-based compensation		7			14			14
Amortization of debt issuance costs		703			679			1,311
Loss on disposition of assets		871			345			86
Gain on lease termination		(1,528	)		—			—
Write down of other assets		—			—			214
Changes in operating assets and liabilities
Restricted cash (short and long term)		3,697			2,199			(2,399	)
Receivables, net		(112	)		(260	)		(842	)
Inventories, prepaid expenses and other assets		(365	)		(164	)		231
Accounts payable, accrued expenses and other current liabilities		(2,348	)		1,386			1,326
Accrued management fees		2,218			1,939			1,760
Other assets		(80	)		79			180
Net cash provided by (used in) operating activities		1,517			(3,132	)		(13,720	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(2,951	)		(13,676	)		(11,143	)
Change in construction payable		(275	)		(870	)		1,238
Proceeds from sale of property and equipment		50			1			259
Proceeds in a lease termination for replacement property and equipment		43			—			—
Net cash used in investing activities		(3,133	)		(14,545	)		(9,646	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock		—			—			40,000
Borrowing under loan agreement		5,000			29,664			10,000
Borrowings under financing agreement		895			—			—
Repayments under loan agreement		(2,000	)		(10,000	)		(30,000	)
Payments under financing payable		(413	)		—			—
Principal payments on capital leases		(914	)		(840	)		(337	)
Debt issuance costs		—			(139	)		(108	)
Net cash provided by financing activities		2,568			18,685			19,555

Net increase (decrease) in cash and cash equivalents		952			1,008			(3,811	)
Cash and cash equivalents, beginning of year		9,363			8,355			12,166
Cash and cash equivalents, end of year	$	10,315		$	9,363		$	8,355


SUPPLEMENTAL CASH FLOW INFORMATION:
Preferred shares issued for payment of debt issuance costs	$	—		$	1,301		$	350
Property and equipment financed by debt		1,764			1,194			209
Property and equipment received in a lease termination		1,478			—			—
Cash paid for interest		2,526			2,250			2,668

The accompanying notes are an integral part of these consolidated financial statements.

F-5

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Background

Tropicana Las Vegas Hotel and Casino, Inc., (“Tropicana Las Vegas”) is a Delaware corporation formed in June 2009 that acts largely as a holding company and, through its wholly owned subsidiaries owns the Tropicana Las Vegas hotel-casino resort. Tropicana Las Vegas offers casino gaming, hotel accommodations, dining, entertainment, retail shopping and other resort amenities. Tropicana Las Vegas is conveniently located on 35 acres at the corner of Tropicana Avenue and Las Vegas Boulevard on the Las Vegas Strip. Our property currently offers 1,467 remodeled hotel rooms and suites, a 50,000 square foot casino floor, three restaurants, two casual dining venues, two entertainment venues, beach club and special event venue, and more than 60,000 square feet of flexible convention and meeting space. We also offer a state of the art spa and fitness facility, race and sports book, and retail space, all leased to various third parties.

As a casino-based company, our operating results are highly dependent on a number of factors including the state of the United States economy, the amount of discretionary consumer and corporate spending in Las Vegas, and the level of competition in the Las Vegas casino/hotel market. We have been operating at a loss since we commenced operations on July 1, 2009 and generated negative cash flows prior to 2014. Our primary sources of liquidity have been comprised of a revolving line of credit and four rights offerings totaling $200 million.

We believe that our existing cash balance, cash flows from operations and revolving line of credit will be more than adequate to meet our financial, operating and debt obligations over the next twelve months. However, we will continue to closely monitor and manage our cash position given the current economic environment. If our sources of capital are inadequate to fund our long-term liquidity requirements including our need to service our existing debt obligations as they come due, we will attempt to procure additional debt or equity financing to fund our operations, capital expenditures and debt service requirements. We can provide no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs including capital improvements.

References herein to “we,” “us,” “our,” “management” or “Company” refer to Tropicana Las Vegas Hotel and Casino, Inc. and/or its consolidated subsidiaries, unless the context specifically requires otherwise.

2. Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been eliminated. Certain amounts in the consolidated financial statements for the previous years have been reclassified to be consistent with the current year presentation. These reclassifications related to promotional discounts totaling $0.5 million and $0.4 million, respectively, which were previously charged as promotional allowances in food and beverage revenue for years ended December 31, 2013 and 2012 and reclassified to contra revenue against food and beverage revenue in the consolidated statements of operations and comprehensive loss in order to conform to the current year presentation. These reclassifications had no effect on the net loss previously reported.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used by the Company include estimated useful lives for depreciable and amortizable assets, certain accrued liabilities and the estimated allowances for receivables, customer loyalty program liability, and self-insurance reserves. Actual results may differ from those estimates.

F-6

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments purchased with original maturities of three months or less. We maintain a number of bank accounts at one financial institution and these accounts periodically exceed federally insured limits. We believe, based on the quality of the financial institution, that the risk of any potential losses from these uninsured amounts is not significant.

Restricted Cash

Restricted cash held at December 31, 2014 and 2013 was $5.0 million and $8.7 million, respectively, and consisted of two accounts. The first account consists of funds restricted by the Bankruptcy Court in connection with the Chapter 11 reorganization for the purpose of satisfying liabilities related to professional services incurred as part of the Chapter 11 Cases (See Note 6 “Commitments and Contingencies – Bankruptcy”). The second account consists of funds restricted by our Lender in connection with our loan agreement for the payment of interest on our long term debt. In accordance with the Amended and Restated Loan Agreement, we were required to fund $5.0 million into an interest reserve account in late December 2012 and under a December 2014 letter agreement, we were required to fund an additional $1.6 million into the interest reserve account in January 2015. (See Note 4 “Debt – Loan Agreement”).

Accounts Receivables and Credit Risk

Concentration of credit risk, with respect to casino and hotel receivables, is limited through our credit evaluation process. We issue markers to approved casino customers and issue credit to convention related hotel groups, following credit checks and investigation of creditworthiness. Receivables consist primarily of casino, hotel and other receivables, net of an allowance for doubtful accounts. Receivables are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems them to be uncollectible. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their expected realization, which approximates fair value. The allowance is estimated based on specific review of customer accounts as well as management’s experience with collection trends in the casino industry and current economic and business conditions. Recoveries of accounts previously written off are recorded when received.

Receivables consist of the following as of December 31 ($ in thousands):

	2014			2013
Hotel	$	1,737		$	1,871
Casino		2,410			1,815
Other		227			433
		4,374			4,119
Less: allowance for doubtful accounts		(321	)		(178	)
Receivables, net	$	4,053		$	3,941

Fair Value Measurement

Cash and cash equivalents, restricted cash, accounts receivable and accounts payable are carried at cost which approximates fair market value, due to the short-term maturities of these items. It was not practicable to determine the fair market value of the revolving credit facility due to the lack of comparable credit facilities and the involvement of our majority shareholder in negotiating the terms and conditions directly with the lender. It is unlikely the Company could obtain similar financing on the same terms with another lender without the involvement and resources of our majority shareholder given our financial condition and history of operating losses. The carrying value of other long-term obligations approximates fair value.

Fair value is defined in the authoritative guidance 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: 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 and Level 3: unobservable inputs that are not corroborated by market data. As of December 31, 2014, the Company had no assets or liabilities measured at fair value on a recurring basis.

F-7

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Inventories

Inventories consist of food, beverage, promotional items, and certain operating supplies, which are stated at the lower of cost or market value using the weighted average cost method.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or, for capital leases over the assets’ useful life or term of the lease as outlined in the table below. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred. The cost and accumulated depreciation of property and equipment retired or disposed of are eliminated from the respective accounts and any resulting gain or loss is included in the results of operations.

Property and equipment and the useful lives consist of the following as of December 31 ($ in thousands):

	2014			2013			Useful Life in Years
Land and improvements	$	203,980		$	203,980			15 for improvements
Building and improvements		128,158			123,157			5-35
Furniture, fixtures and equipment		60,320			59,358			2-7
Capital leases		2,463			2,713			5-15
Construction in progress		3,616			5,599			n/a
		398,537			394,807
Less: accumulated depreciation and amortization		(79,826	)		(63,685	)
Property and equipment, net	$	318,711		$	331,122

Long-Lived Assets

Debt Issuance Costs

Direct and incremental costs incurred in connection with the obtaining long-term debt are capitalized and amortized to interest expense using the effective interest method over the expected terms of the related debt agreements and are included in other assets, net, on the consolidated balance sheets. Amortization of debt issuance cost was approximately $0.7 million, $0.7 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014 and 2013, the balance of unamortized debt issuance costs totaled $2.1 million and $2.8 million, respectively.

Self-Insurance Reserves

We are self-insured up to certain stop-loss limits for costs of employee health coverage for non-union employees as well as workers compensation and general liability claims. Insurance claims and reserves include accruals of estimated settlements for known claims as provided by a third party. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe the estimates of future liability are reasonable based upon our monitoring of claim types and incidents; however, changes in health care costs, accident frequency and severity could materially affect estimates for these liabilities.

F-8

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Customer Loyalty Program

Revenue Recognition and Promotional Allowances

We recognize revenues at the time persuasive evidence of the arrangement exists, the service is provided or the retail goods are sold, prices are fixed or determinable and collection is reasonably assured.

Casino revenues are measured by the aggregate net difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers’ possession. Hotel, food and beverage, entertainment and other operating revenues are recognized at the time the goods or services are provided or performed. Advance deposits on rooms and advance tickets sales are recorded as customer deposits until services are provided to the customer. Certain other revenue including rental/lease income is recognized on a time proportion basis over the lease term. Contingent rental income is recognized when the right to receive such rental income is established according to the individual lease agreements.

The retail value of rooms, food and beverage, and other services provided to customers on a complimentary basis are included in gross revenues with a corresponding offsetting amount included in promotional allowances. The estimated costs of providing these promotional allowances are included in casino operating expenses. The amounts in promotional allowances and the cost of providing such promotional allowances are as follows for the years ended December 31 ($ in thousands):

	2014		2013		2012
Retail Value of Promotional Allowances
Room	$	5,396	$	5,241	$	5,130
Food and beverage		4,749		5,038		5,296
Other		236		239		199
Total	$	10,381	$	10,518	$	10,625

Cost of Promotional Allowances
Room	$	2,840	$	2,867	$	2,911
Food and beverage		4,809		5,545		6,314
Other		463		475		400
Total	$	8,112	$	8,887	$	9,625

Advertising

The Company expenses an advertising cost the first time the advertising takes place such as the first appearance of a magazine advertisement or the first showing of a television commercial. Costs of billboard advertisement are expensed over the contract or lease period. Advertising costs are recorded in selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss. Total advertising costs were $1.7 million, $1.6 million, and $2.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Gaming Taxes

We are subject to taxes based on the number of gaming devices and gross gaming revenues, subject to applicable adjustments. These gaming taxes are an assessment on our gaming revenues and are recorded in casino expense on the accompanying consolidated statements of operations and comprehensive loss. Gaming taxes totaled approximately $2.8 million, $2.5 million, and $2.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

F-9

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share-based Compensation

The fair value of all share-based compensation is expensed and recognized on a straight-line basis over the full vesting period of the awards.

Income Taxes

We are subject to income taxes in the United States. Accounting standards require the recognition of deferred income tax assets, net of applicable reserves, and liabilities for the estimated future tax consequences attributable to differences between financial statements carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on the income tax provision and deferred tax assets and liabilities is recognized in the results of operations in the period that includes the enactment date. Accounting standards also require recognition of a future tax benefit to the extent that realization of such benefit is “more likely than not” to occur. Otherwise, a valuation allowance is applied.

Our income tax returns are subject to examination by the Internal Revenue Service (“IRS”). We assess potentially unfavorable outcomes of such examinations based on accounting standards for uncertain income taxes. The accounting standards prescribe a minimum recognition threshold a tax position is required to meet before recognized in the financial statements.

Accounting standards utilize a two-step approach for evaluating tax positions. Recognition (“Step I”) occurs when we conclude that a tax position, based on its technical merits, is more likely than not to be sustained upon examination. Measurement (“Step II”) is addressed only if the tax position is deemed to be more likely than not to be sustained. Under Step II, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon settlement. Use of the term “more likely than not” is consistent with how that term is used in accounting for income taxes (i.e., likelihood of occurrence is greater than 50%).

Tax positions failing to qualify for initial recognition, are recognized in the first subsequent interim period that they meet the “more likely than not” standard. If it is subsequently determined that a previously recognized tax position no longer meets the “more likely than not” standard, it is required that the tax position is derecognized. Accounting standards for uncertain tax positions specifically prohibit the use of a valuation allowance as a substitute for derecognition of tax positions. As applicable, we will recognize accrued penalties and interest related to unrecognized tax benefits in the provision for income taxes.

3. Recent Accounting Pronouncements

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TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

With the exception of the new accounting standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during 2014 or 2013 that have had or are expected to have a material impact on the Company’s financial position or results of operations. A variety of proposed or otherwise potential accounting standards are currently under consideration 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 such proposed standards would have on our financial statements.

4. Debt

Long-term debt consists of the following as of December 31 ($ in thousands):

	2014			2013

Revolver A, $50 million limit	$	49,765		$	49,765
Revolver B, $5 million limit		5,000			5,000
Revolver C, $10 million limit		7,500			4,500
Other long-term debt		2,220			1,369
		64,485			60,634
Less current portion		(1,251	)		(784	)
Total long-term debt, net	$	63,234		$	59,850

Loan Agreement

Effective December 21, 2012, we amended and restated our $65.0 million loan agreement (the “Amended and Restated Loan”). The Amended and Restated Loan is comprised of a $50.0 million revolving credit facility (the “Revolver A”), a $5.0 million revolving credit facility (the “Revolver B”), and a $10.0 million revolving credit facility (the “Revolver C”). The Revolver A bears interest at 4% per annum, Revolver B bears interest at 5% per annum and Revolver C bears interest at 6% per annum. The fee for any unfunded portion of the Revolver A, Revolver B or Revolver C is 0.50%. Each revolving credit facility has a stated maturity date of April 2, 2018.

Effective December 30, 2014, we executed a letter with lenders that established: i) the required minimum EBITDA financial covenants for fiscal year 2015; ii) required the Company to deposit an additional $1.6 million into the interest reserve account in January 2015; and iii) eliminated the Lender obligation to disburse all amounts in the interest reserve account as of December 31, 2014 if certain conditions were met. As of December 31, 2014, we are in compliance with all of our covenants and expect to remain compliant with our covenants throughout 2015.

As of December 31, 2014 and 2013, the interest reserve account had a balance of $1.2 million and $3.7 million, respectively. The following table provides interest incurred on the Amended and Restated Loan for the periods indicated ($ in thousands).

		2014				2013				2012
Interest incurred		$	2,490			$	2,204			$	2,606

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TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Scheduled maturities of outstanding amounts under the Amended and Restated Loan are as follows ($ in thousands):

Years ending December 31,
2015	$	—
2016		—
2017		—
2018		62,265
2019		—
Total	$	62,265

Other Long-Term Debt

We enter into capital leases for marquee signs, cash kiosk stations, slot machines and other equipment. These agreements are capitalized at the present value of the future minimum lease payments at inception and are included in property and equipment. The assets are depreciated on straight line method over their estimated useful lives or over the term of the lease. Under the terms, certain lease agreements are non-interest bearing. As a result, no imputed interest was recorded as it was not material to the consolidated financial statements.

Effective November 21, 2014, the Company entered into a capital lease with Onset Financial, Inc. to finance new equipment and improvements in the Tropicana Pavilion convention space in the current amount of approximately $1.4 million with an additional $1.6 million anticipated to be incurred in 2015. Monthly payments are 3.4% of the amount financed with an approximate imputed interest rate of 8.5% based on an estimated 10% buyout (buyout price to be negotiated between Onset and the Company). This obligation covers a thirty month period with an automatic extension of six months if the Company does not provide notice to return the equipment or exercise the buy-out option prior to 150 days of the lease termination date. After the automatic extension of six months, all equipment and improvements under the lease become the property of the Company, free and clear of any encumbrances.

The following table provides principal payments made under the capital leases for the periods indicated ($ in thousands).

	For the Years Ended December 31,
	2014		2013
Principal payments under capital leases	$	914	$	840

Future minimum lease payments required under capital leases are as follows ($ in thousands):

Years ending December 31,
2015	$	1,262
2016		698
2017		260
2018		—
2019		—
Total	$	2,220

F-12

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financing Insurance Payables

Effective May 1, 2014, the Company entered into financing agreement with AFCO Premium Credit LLC to finance the insurance premium related to property insurance coverage in the amount of $0.3 million. This obligation covers a eleven month period with an initial down payment and a finance charge of $4,810 or a 3.196% interest rate.

Effective July 1, 2014, the Company entered into financing agreement with AFCO Premium Credit LLC to finance the insurance premiums related to general liability, workers compensation, umbrella, errors and omission, and auto insurance coverage in the amount of $0.5 million. This obligation covers an eleven month period with an initial down payment and a finance charge of $7,612 or a 3.196% interest rate.

Effective December 1, 2014, the Company entered into financing agreement with AFCO Premium Credit LLC to finance the insurance premiums related to Directors and Officers liability and crime insurance coverage in the amount of $0.1 million. This obligation covers an eleven month period with an initial down payment and a finance charge of $1,725 or a 3.196% interest rate. These financing agreements have been recorded as a liability in financing payables on the accompanying consolidated balance sheets.

5. Related-Party Transactions

Trilliant Gaming Nevada, Inc.

Trilliant Gaming Nevada Inc. (“Trilliant Gaming”) is the general partner of the Onex Armenco Gaming Entities. The Onex Armenco Gaming Entities, in the aggregate, own, and Trilliant Gaming has voting and investment control over approximately 82.65% of our outstanding voting securities. Each of Mr. Alex Yemenidjian, our Chairman of the Board, Chief Executive Officer and President, Mr. Timothy Duncanson, one of our directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation, owns one-third of the outstanding voting securities of Trilliant Gaming, and together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming. A stockholder agreement between Messrs. Yemenidjian, Duncanson and Schwartz sets forth the rights of each of them with respect to control of Trilliant Gaming and, in turn, our securities owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming Entities were formed by entities affiliated with Onex Corporation.

As a result of Trilliant Gaming’s voting and investment control over our securities held by the Onex Armenco Gaming Entities, Trilliant Gaming may, among other things, exercise a controlling influence over our affairs, the election of directors and the approval of significant corporate transactions, including a merger or the sale of all or substantially all of our assets. Trilliant Gaming may have the ability to prevent any transaction that requires approval of our stockholders regardless of whether or not other stockholders believe that any such transaction is in our best interests and the interests of such other stockholders. Trilliant Gaming’s ability to exercise a controlling influence over our affairs is, to a certain extent, set forth in the Stockholders’ Agreement. Trilliant Gaming also controls the voting of greater than two-thirds of the outstanding shares of our Preferred Stock, giving it the power to amend or waive certain provisions thereof, including the power to waive the anti-dilution protections.

Currently, we are a party to a management agreement with Trilliant Management LP, a limited partnership that is controlled by its general partner, Trilliant Gaming (“Trilliant Management”), for the management and operation of the Tropicana Las Vegas, Inc. (See “Management Agreement” below).

Armenco Lease

On June 22, 2009, we entered into the Armenco Lease (“Armenco”) in which we leased the real and non-gaming personal property of our hotel and casino, including the restaurants, lounges, retail shops and other related support facilities, and the operation thereof to Armenco until such time as we were able to obtain all governmental registrations, findings of suitability, licenses, qualifications, permits and approvals pursuant to the gaming laws and regulations of the State of Nevada and Clark County liquor and gaming codes necessary for us to own and operate our gaming facility directly. Effective December 1, 2010, we received all approvals necessary for us to own and operate our gaming property directly. We incurred and accrued approximately $1.7 million in management fees related to the Armenco Lease which was terminated on November 30, 2010. These fees have not been paid and will not accrue interest due to certain restrictions under the Amended and Restated Loan Agreement.

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TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management Agreement

Effective December 1, 2010, we received the necessary approvals and licenses for us to own and operate our gaming facility directly and as a result, the Armenco Lease was terminated and the operation of our hotel and casino was thereafter managed by Trilliant Management, pursuant to the terms of the management agreement entered into in May 2010 (the “Management Agreement”).

The Management Agreement provides for Trilliant Management to assist us in the management and operation of Tropicana Las Vegas beginning December 1, 2010 and terminating on November 30, 2020. For each fiscal year or portion thereof during the term of the Management Agreement, we will pay Trilliant Management a fee equal to the sum of 2% of all revenue from the operation of Tropicana Las Vegas (the “Revenue Fee”) and 5% of EBITDA after reduction of the Revenue Fee (each as defined). The following table provides management fees recorded for the periods indicated and is included in selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss ($ in thousands).

		2014				2013				2012
Management fee expense		$	2,300			$	1,935			$	1,828

For both Armenco and Trilliant Management, the Amended and Restated Loan restricts our payments of management fees until the earlier of a) the date on which the outstanding principal has been repaid in full or b) the date on which EBITDA for the prior 12 month period is equal to or greater than $20.0 million, and upon the condition that no default or event of default is continuing under the Amended and Restated Loan. However, the Amended and Restated Loan does permit the Company to pay a portion of the management fees for reimbursement of tax liabilities actually incurred and paid. During the years ended December 31, 2014, 2013 and 2012, we paid $81,262, $64,892 and $67,963, respectively, for reimbursement of income tax liabilities. In addition, we received a refund of $67,963 in July 2013 for previously paid management fees associated with the income tax liability reimbursement. As of December 31, 2014 and 2013, we have $9.4 million and $7.2 million, respectively, recorded as accrued management fees due Armenco and Trilliant Management. We have not accrued interest on these management fees since these fees are subject to certain restrictions under the Amended and Restated Loan.

Consulting Agreement

On March 21, 2012, the Company entered into a consulting agreement (the “Agreement”) with Mr. Michael Ribero, an independent director of the Company, pursuant to which Mr. Ribero provided consulting services in connection with developing marketing initiatives for the Company through December 31, 2012. The Company obtained a limited waiver from the requisite number of stockholders that such consulting agreement would not be taken into account in determining whether Mr. Ribero was independent for purposes of the Company’s governing documents. During the year ended December 31, 2012, we paid Mr. Ribero $0.3 million for consulting services which included a $40,000 performance bonus.

6. Commitments and Contingencies

Letters of Credit

We maintain two irrevocable standby letters of credit. The first irrevocable standby letter of credit is with the State of Nevada, Division of Insurance which acts as a security deposit providing coverage for workers compensation claims/liabilities since the Company is self-insured. This is reviewed annually by the State of Nevada and can be adjusted based on the Company’s prior workers compensation claims experience. The outstanding balance is currently $200,000 and automatically renews on an annual basis. The second irrevocable standby letter of credit is with Starbucks Coffee Company for $35,000. This is to ensure performance of the Company’s obligations to Starbucks for the term of the ten year licensing agreement which commenced on December 14, 2010.

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TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Self-Insurance Reserves

We are self-insured up to certain stop-loss amounts for employee health coverage for non-union employees as well as workers compensation and general liability cost. Insurance claims and reserves include accruals of estimated settlements for known claims as provided by a third party. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. We continually monitor changes in claim type and incident and evaluate the insurance accrual making necessary adjustments based on the evaluation of these qualitative data points. As of December 31, 2014 and 2013, the estimated liabilities for unpaid and incurred but not reported claims totaled $0.7 million and $1.0 million, respectively.

Customer Loyalty Program

We provide a customer loyalty program (the “Program”) at our casino, which allows customers to redeem points earned from their gaming activity for slot play, food, beverage, rooms or merchandise. Under the Program, customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the Program. We accrue a liability for the estimated cost of the outstanding points that we believe will ultimately be redeemed which is calculated based on the total number of points earned, converted to a redemption value based on the average number of points needed to convert to rewards. The offset to this liability is recorded in contra casino revenue.

We also have a promotion for new members, Even the Odds Program (“Even the Odds”), which allows first-time customers to be reimbursed for their losses up to $200. Under the current promotion rules, a customer’s actual rated slot loss up to $200 is reimbursed in free slot play with 50% reimbursement on the first day of sign up and the remaining 50% is reimbursed thirty days after their loss up to one year from initial play. We record a liability for the estimated cost of the reimbursements under Even the Odds based on our estimate of redemption. As of December 31, 2014 and 2013, the estimated accrual for the costs of the Program and Even the Odds redemption totaled $0.4 million and $0.3 million, respectively.

Termination of a Property Lease

Effective July 29, 2013, the BBCLV, LLC and The One Group (collectively, the “Tenant”) relinquished the operation of the nightclub and beach club to us. We are operating the upscale venues for private events and have renamed the venues Havana Room and Beach Club. Effective May 1, 2014, we reached a settlement agreement with the Tenant whereby: i) we retained their $0.2 million security deposit which was used to offset previous billings to the Tenant; ii) the Tenant made a payment for previously incurred Live Entertainment Taxes and provided an escrow account for potential additional Live Entertainment Taxes incurred during their period of occupancy, iii) the Tenant made a payment for certain missing equipment; and, iv) the Tenant transferred certain personal property and leasehold improvements to us in lieu of us enforcing the 10 year lease guaranty of $0.5 million. The Company conducted an extensive review of the assets that were delivered to the Tenant as well as the bill of sale provided in the settlement agreement. Based upon estimated fair market value, we have recognized $1.5 million in personal property and leasehold improvements with a corresponding gain on lease termination derived from the settlement and have written off $0.9 million of our existing assets due to replacements by the Tenant.

General Litigation

We are occasionally party to routine lawsuits arising from the normal operations of a hotel and casino. As with all ligation, no assurance can be provided as to the outcome of such matters. Other than the items discussed below under “Bankruptcy Litigation”, there are no other pending legal proceedings to which we are party to and that are material in relation to our consolidated financial statements.

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TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Bankruptcy Litigation

The Company was formed in June 2009 for the purpose of owning and operating Tropicana Las Vegas Holdings, LLC and its subsidiaries (the “Predecessor”), including the operations of Tropicana Las Vegas Hotel and Casino, LLC (“Tropicana Las Vegas”), in connection with the reorganization of Tropicana Entertainment Holdings, LLC (“TEH”) and certain of its subsidiaries under Chapter 11 of Title 11 of the United States Code or Bankruptcy Code.

On May 5, 2008 (the “Petition Date”), TEH together with certain of its subsidiaries, including the Predecessor, filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for relief, seeking to reorganize their businesses under the provisions of the Bankruptcy Code (the “Chapter 11 Cases”). As TEH and certain of its subsidiaries progressed towards an exit from the Chapter 11 Cases, it was determined that given their capital structures and the claims arising thereunder, as well as the nature of the business operations, two separate plans of reorganization were warranted. Accordingly, TEH proposed two separate plans of reorganization, one for the Predecessor (the “Bankruptcy Plan”) and one for TEH’s other gaming properties. The Bankruptcy Plan was confirmed by the Bankruptcy Court on May 5, 2009 and became effective on July 1, 2009 (the “Effective Date”).

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TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

Environmental Matters

Portions of Tropicana Las Vegas are known to contain asbestos as well as other environmental conditions, which may include the presence of mold. The environmental conditions may require remediation in isolated areas. The extent of such potential conditions cannot be determined definitively, and may result in additional expense in the event that additional or currently unknown conditions are detected.

7. Stockholders’ Equity

Common Stock

We are authorized to issue up to 16,500,000 shares of our Class A Common, $0.01 par value per share. As of December 31, 2014, and 2013, 4,668,151 shares and 4,666,151shares, respectively, of the Class A Common were outstanding. We are authorized to issue up to 16,500,000 shares of our Class B Common Stock and no shares were issued as of December 31, 2014 and 2013. Except as otherwise provided by our articles of incorporation, Delaware or Nevada law, each holder of the Class A Common is entitled to one vote, in person or by proxy, for each share standing in such holder’s name on our stock transfer records. To the fullest extent permitted by law, holders of Class B Common shall not be entitled to vote on any matter submitted to a vote of our stockholders. Each share of Class A Common is convertible into a share of Class B Common, in each case as adjusted for any stock dividends, splits, combinations, recapitalizations, reclassifications and similar events. Each share of Class B Common is convertible into a share of Class A Common, in each case as adjusted for any stock dividends, splits, combinations, recapitalizations, reclassifications and similar events, provided that such conversion is in compliance with, and such holder has, all necessary approvals and licenses under all applicable gaming laws.

Holders of shares of common stock are entitled to receive dividends only when, as and if approved by our board of directors from funds legally available for the payment of dividends, and after payment of dividends on our outstanding series of preferred stock. Our stockholders are entitled to share ratably in the assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate provision for, all of our known debts and liabilities and of any preferences of the Series 1 Preferred, Series 2 Preferred, Series 3 Preferred, Series 4 Preferred, or any other series of our preferred stock that may be outstanding in the future. These rights are subject to the preferential rights of any other series of our preferred stock that may then be subject to compliance with the stockholders’ agreement, dated July 1, 2009 (the “Stockholders’ Agreement”) and applicable federal and state securities laws, including the Nevada Gaming Control Act, and our common stock may be transferred without any restrictions or limitations.

F-17

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock

We are authorized to issue up to 750,000 shares of our Series 1 Preferred, 545,702 shares of our Series 2 Preferred, 350,000 shares of our Series 3 Preferred, $0.01 par value per share, 416,500 shares of our Series 4 Preferred, $0.01 par value per share, (all series of preferred stock collectively known as “Preferred Stock”) of which 750,000, 545,585, 350,000 and 416,500 shares of Series 1 Preferred, Series 2 Preferred, Series 3 Preferred and Series 4 Preferred, respectively, were outstanding at December 31, 2014.

In November 2012, we consummated a $40.0 million rights offering, pursuant to which we issued and sold 400,000 shares of our Series 4 Preferred to certain of our stockholders. The Series 4 Preferred has the same terms as the other Preferred Stock, except that the initial conversion price of the Series 4 Preferred was $10 per share. As part of the rights offering, we issued an additional 80,000 shares of our Class A Common to purchasers in the rights offering who provided a “backstop” to the offering (i.e., purchasing the shares of Series 4 Preferred that were unsubscribed for by the other stockholders to ensure that we could raise the full $40.0 million from the rights offering). Further, we issued an additional 3,500 shares of Series 4 Preferred to the lead arranger and administrative agent of the loan agreement as consideration for providing the third amendment to the loan agreement.

In January 2013, we issued an additional 13,000 shares of Series 4 Preferred to the lead arranger and administrative agent of the Amended and Restated Loan as consideration for amending and restating the loan agreement.

The Preferred Stock consists of an aggregated 2,062,202 authorized shares having a per share liquidation preference amount equal to the greater of (i) $100 plus the amount of accrued and unpaid dividends for any prior dividend periods; and (ii) an amount equal to the amount the holders of the Preferred Stock would have received upon liquidation, dissolution or winding up of the Company had such holders converted their shares of the Preferred Stock into shares of our common stock immediately prior to such liquidation, dissolution or winding up.

Dividends on the Preferred Stock are payable semi-annually in arrears, when, as and if authorized and declared by our board of directors out of legally available funds, on a cumulative basis on the $100 per share original purchase price plus the amount of cumulated and unpaid dividends for any prior dividend periods. Dividends on the Preferred Stock are calculated at a rate of 12.5% per annum and are payable semi-annually in arrears, commencing in February 2010 for the Series 1 Preferred, August 2010 for the Series 2 Preferred, August 2011 for the Series 3 Preferred and February 2012 for the Series 4 Preferred. Each dividend will be payable to holders of record as they appear on our stock register on the applicable record date, which will be the 15th calendar day immediately preceding the related dividend payment date (whether or not a business day), or such other record date determined by our board of directors that is not more than 60 nor less than 10 days prior to the related dividend payment date. Each period, from and including a dividend payment date (or the date of the issuance of the Preferred Stock) to but excluding the following dividend payment date is referred to as a “dividend period.” Dividends payable for each dividend period are computed on the basis of a 360-day year consisting of twelve 30-day months. Any payment of a dividend will first be credited against the earliest cumulated but unpaid dividend due with respect to such share that remains payable.

Dividends on the Preferred Stock are cumulative. If for any reason our board of directors does not declare a dividend on the Preferred Stock for a particular dividend period, or if our board of directors declares less than a full dividend, we will remain obligated to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on each subsequent dividend date (meaning that dividends for future dividend periods will be calculated on any unpaid dividend amounts for prior dividend periods).

We are not obligated to pay holders of the Preferred Stock any dividend in excess of the dividends on the Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends on the Preferred Stock. So long as the Preferred Stock remains outstanding, we may not declare or pay a dividend or other distribution on our common stock or any other shares that rank junior to the Preferred Stock (other than dividends payable solely in common stock), and we generally may not directly or indirectly purchase, redeem or otherwise acquire any shares of common stock unless all accrued and unpaid dividends on the Preferred Stock for all past dividend periods are paid in full.

F-18

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Each share of Preferred Stock is convertible into shares of common stock. Each holder of the Preferred Stock is entitled to convert any and all shares of such stock into shares of Class A Common or Class B Common (at the option of such holder) provided that the conversion of Preferred Stock to Class A Common will not be permitted unless such conversion is in compliance with, and such holder has, all necessary approvals and licenses under all applicable gaming laws. The number of shares of Class A Common or Class B Common (at the option of such holder) that each Preferred Stock can be converted into can be determined by dividing (i) the sum of the $100 per share original purchase price of the Preferred Stock and the amount of cumulated and unpaid dividends for any prior dividend periods by (ii) the conversion price at the time of the conversion. The initial conversion price is $25 for Series 1 Preferred and Series 2 Preferred, $15 for Series 3 Preferred and $10 for Series 4 Preferred. Each outstanding share of Preferred Stock will automatically convert into a number of shares of Class A Common or Class B Common, as the case may be, upon any initial public offering of our common stock on a national stock exchange.

Subject to any preferences that may be granted to the holders of our preferred stock, each holder of common stock is entitled to receive ratably such dividends as may be declared by our board of directors out of funds legally available therefore, as well as any distributions to the stockholders and, in the event of liquidation, dissolution or winding up of the Company, is entitled to share ratably in all assets of the Company remaining after payment of liabilities.

8. Share-Based Compensation

Under three separate Non-Employee Director Restricted Stock Plans (2010, 2011 and 2013), we have granted restricted common stock to each of our non-employee directors. Each non-employee director was granted 4,000 restricted common stock shares with the first 1,000 shares being immediately vested. The remaining 3,000 shares will vest equally over three years on the anniversary grant date. We determined the fair value associated with the units from the Non-Employee Director Restricted Stock Plans taking into account our estimated enterprise value, expected term of the units at 1.0 year, expected volatility based on expected volatility of equity instruments of comparable companies at 53.9%, a risk free rate of 0.3% and the recent transactions of our stock. For the year ended December 31, 2014, a summary of the status and changes of the unvested restricted Class A Common is as follows:

	Number of Unvested Restricted Shares			Weighted Average Grant Date Fair Value
Unvested, 12-31-13		4,000		$	3.47
Granted		—			—
Vested		(2,000	)		3.95
Forfeited		—			—
Unvested, 12-31-14		2,000		$	3.00

We account for share-based awards exchanged for services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. The following table provides the share-based compensation expense recorded for the years ended December 31, and is included in selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss.

		2014				2013				2012
Share-based compensation expense		$	6,667			$	14,279			$	14,669

9. Employee Bargaining Agreements and Benefit Plans

Collective bargaining agreements

A significant portion of our labor force is covered by collective bargaining agreements. Although unions have been active in Las Vegas, we believe that we have a good working relationship with our union employees. We are currently negotiating contract terms and conditions with one union covering approximately 20 employees. As of December 31, 2014, 935 of our 1,507 employees, or 62%, were covered by collective bargaining agreements.

F-19

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Multi-employer pension plan

We contribute to multi-employer defined benefit pension plans (collectively, “the Plans”) for certain of our union employees under the terms of the applicable bargaining agreements. Risks of participating in a multi-employer plan differ from single-employer plans for the following reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (3) if a participating employer stops participating, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The contributions made by us were not individually significant to any of the respective Plans. The table below includes information on each of our multi-employer defined pension plans ($ in thousands):

				Pension Protection Act Zone Status			Funding Improvement Plan (FIP)/	Company Contributions
Pension Plan Legal Name	Plan No.	Employer Identification Number	Expiration Date		Plan Year 2013	Plan Year 2012	Rehabilitation Plan (RP) Pending /Implemented (Yes or No)	Year Ended December 31, 2014	Year Ended December 31, 2013	Year Ended December 31, 2012
Southern Nevada Culinary Workers and Bartenders Pension Plan Trust	001	88-6016617	5/31/2018		Green	Green	No	$1,107	$983	$911
Nevada Resort Association I.A.T.S.E. Local 720 Pension Trust	001	51-0144767	12/31/2018		Green	Green	No	126	21	84
Western Conference of Teamsters Pension Trust	001	91-0681009	3/31/2018		Green	Green	No	405	394	414
Central Pension Fund of the International Union of Operating Engineers and Participating Employers	001	36-6052390	(M-T-M)		Green	Green	No	261	272	245
Southwest Carpenters Joint Trust Fund	001	95-6042875	7/31/2019		Green	Green	No	64	58	77
National Electrical Benefit Fund including I.B.E.W. Local Union Fund	001	88-6023284	2/28/2017		Green	Green	No	18	19	19
International Painters and Allied Trades Industry Pension Fund	001	52-6073909	5/31/2018		Yellow	Yellow	Implemented FIP	28	28	39
Total Contributions								$2,009	$1,775	$1,789

Retirement Plan

We have a defined contribution plan under Section 401(k) of the Internal Revenue Code that covers substantially all employees who are not covered by collective bargaining agreements. The plan allows employees, at their discretion, to defer within prescribed limits, a percentage of their income on a pre-tax basis through contributions to this plan. We currently make no matching employer contributions.

Employment Agreements

We have entered into employment agreements with our executive officers and other members of management. These agreements generally have one to three year terms and typically indicate a base salary and often contain provisions for bonuses. Certain of the executives are also entitled to a separation payment if terminated without “cause” or upon voluntary termination of employment for “good reason” (as these terms are defined in the employment contracts).

F-20

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Income Taxes

Income tax expense for the years ended December 31, consists of the following ($ in thousands):

	2014		2013		2012
Current taxes	$	—	$	—	$	—
Deferred taxes		—		—		—
Total income tax expense	$	—	$	—	$	—

The income tax provision differs from that computed at the federal statutory corporate tax rate for the years ended December 31, as follows:

	2014			2013			2012
Federal statutory rate		34.0	%		34.0	%		34.0	%
Valuation allowance, net		(34.4	)		(34.4	)		(34.2	)
Other		0.4			0.4			0.2
Effective tax rate		—	%		—	%		—	%

The components of the net deferred tax assets and liabilities as of December 31, consist of the following ($ in thousands):

	2014			2013
Deferred tax assets:
Allowance for doubtful accounts	$	109		$	60
Accrued compensation		348			387
Accrued management fee		3,189			2,435
Accrued other		438			741
Trademark		443			485
General business credits		857			670
Net operating loss carryforwards		59,216			56,851
Property and equipment		1,827			—
Less: valuation allowance		(65,383	)		(58,755	)
Deferred tax assets, net		1,044			2,874

Deferred tax liabilities:
Prepaid expenses		(1,044	)		(849	)
Property and equipment		—			(2,025	)
Deferred tax liabilities, net		(1,044	)		(2,874	)

Net deferred tax assets (liabilities)	$	—		$	—

In assessing the realizability of deferred tax assets, we consider whether it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. We assess the realizability of deferred tax assets on a quarterly basis and have concluded that it is not more likely than not to recognize certain deferred tax assets. This assessment evaluated all positive and negative evidence in determining the need for a valuation allowance. As a result, a valuation allowance was recorded against deferred tax assets.

Accounting standards for accounting for uncertain tax positions require that tax positions be assessed using a two-step process. A tax position is recognized if it meets a “more likely than not” threshold, and is measured at the largest amount of benefit that is greater than 50% likely of being realized. Uncertain tax positions must be reviewed at each balance sheet date. It is the policy of the Company to recognize penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of December 31, 2014 and 2013, we have not recorded a reserve for uncertain tax positions or penalties and interest nor do we anticipate a significant change to the reserve for uncertain tax positions in the next 12 months.

F-21

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We file federal income tax returns in the United States (“U.S.”) that are subject to examination by the IRS. The tax years open to examination include 2009 and forward, due to net operating loss carryforwards and general business tax credit carryforwards. The statute of limitations for tax years that result in a net operating loss is determined by reference to the tax year in which the loss is utilized. The 2013 and 2012 federal income tax returns reported a net operating loss and we anticipate a net operating loss on our 2014 federal income tax return. We have U.S. net operating loss carryforwards available to offset future U.S. taxable income of approximately $174.2 million at December 31, 2014 which will begin to expire in tax years beginning after 2029. Our general business credits in the amount of $0.9 million at December 31, 2014 will begin to expire in tax years beginning after 2029. Due to the expected net operating loss in the current year, the net operating loss carryforwards and the related valuation allowance, no federal income tax expense was recorded in 2014, 2013, and 2012.

11. Compensation Expense Adjustment

Mr. Yemenidjian, our Chairman and President, entered into an employment agreement with Tropicana Las Vegas, Inc. on July 1, 2009. One of the components of the employment agreement is to provide a housing allowance of $10,000 per month net of taxes. In late February 2013, Mr. Yemenidjian elected to suspend his housing allowance until further notice. In December 2014, Mr. Yemenidjian’s housing allowance was reinstated with a retroactive adjustment for the suspended period. Thus, we paid Mr. Yemenidjian approximately $0.4 million in gross wages covering the housing allowance period from March 2013 through December 2014. This compensation expense has been recorded in the fourth quarter in selling, general and administrative expenses on the accompanying consolidated statements of operations and comprehensive loss.

12. Subsequent Events

Revised Letter of Credit

We maintain an irrevocable standby letter of credit with the State of Nevada, Division of Insurance which acts as a security deposit providing coverage for workers compensation claims/liabilities since the Company is self-insured. Annually, the State of Nevada can request an adjustment to this coverage based on the Company’s prior workers compensation claims experience. Effective January 28, 2015, the amount of this letter of credit was increased by $74,000 making the current available balance $274,000. (See Note 6 “Commitments and Contingencies – Letters of Credit”)

Amendment to a Capital Lease

Effective February 10, 2015, the Company amended the capital lease with Onset Financial, Inc. for an additional $1.0 million in capacity to finance new equipment and improvements. Monthly payments will be 3.4% of the amount financed with an approximate imputed interest rate of 8.5% based on an estimated 10% buyout (buyout price to be negotiated between Onset and the Company). (See Note 4 “Debt - Other Long-term Debt”)

F-22

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

13. Selected Quarterly Financial Information (Unaudited)

The following table shows financial data for the periods indicated ($ in thousands):

	Quarter Ended
	March 31			June 30			September 30			December 31
2014
Net revenues	$	27,149		$	29,008		$	26,390		$	27,113
Operating loss	$	(2,910	)	$	(2,878	)	$	(5,432	)	$	(4,810	)
Net loss	$	(3,720	)	$	(3,674	)	$	(6,236	)	$	(5,625	)

2013
Net revenues	$	20,881		$	26,905		$	24,727		$	24,249
Operating loss	$	(8,977	)	$	(4,267	)	$	(5,167	)	$	(6,080	)
Net loss	$	(9,620	)	$	(4,990	)	$	(5,904	)	$	(6,872	)

2012
Net revenues	$	23,283		$	25,416		$	22,403		$	20,294
Operating loss	$	(7,018	)	$	(4,974	)	$	(8,656	)	$	(9,641	)
Net loss	$	(8,019	)	$	(5,975	)	$	(9,723	)	$	(10,544	)

F-23

Exhibit Number		Exhibit Description

10.3		Employment Agreement dated October 1, 2010 by and between Tropicana Las Vegas, Inc. and Joanne M. Beckett. (Incorporated herein by reference to the Company’s Form 8-K dated December 8, 2010 when originally filed as Exhibit 10.4)

10.4		Management Agreement, dated May 17, 2010, by and between Tropicana Las Vegas, Inc. and Trilliant Management, L.P. (Incorporated herein by reference to the Company’s Form 8-K dated May 21, 2010 when originally filed as Exhibit 10.8)

10.5		2010 Non-Employee Director Restricted Stock Plan (effective September 16, 2010), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement. (Incorporated herein by reference to the Company’s Form 8-K dated September 17, 2010 when originally filed as Exhibit 10.9)

10.6		2011 Non-Employee Director Restricted Stock Plan (effective September 15, 2011), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement (Incorporated herein by reference to the Company’s Form 8-K dated September 16, 2011 when originally filed as Exhibit 10.12).

10.7		Consulting Service Agreement, dated March 21, 2012 between Tropicana Las Vegas, Inc. and Mr. Michael A. Ribero (Incorporated herein by reference to the Company’s Form 8-K dated March 21, 2012 when originally filed as Exhibit 10.18).

10.8		Amendment and Restated Loan Agreement, dated December 21, 2012, between Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo Principal Investments, LLC as a Lender and Wells Fargo National Association, as the Administrative Agent for the Lender (Incorporated herein by reference to the Company’s Form 8-K dated on December 26, 2012 when originally filed as Exhibit 10.20).

10.9		Employment Agreement dated July 8, 2013 by and between Tropicana Las Vegas, Inc. and Jason A. Goudie. (Incorporated herein by reference to the Company’s Form 8-K dated July 8, 2013 when originally filed as Exhibit 10.21).

10.10		2013 Non-Employee Director Restricted Stock Plan (effective July 1, 2013), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement (Incorporated herein by reference to the Company’s Form 8-K dated August 12, 2013 when originally filed as Exhibit 10.22).

10.11		Employment Agreement dated August 4, 2014 by and between Tropicana Las Vegas, Inc. and Joanne M. Beckett. (Incorporated herein by reference to the Company’s Form 8-K dated August 7, 2014)

10.12		Master Lease Agreement dated November 21, 2014 by and between Tropicana Las Vegas, Inc. and Onset Financial, Inc. (Incorporated herein by reference to the Company’s Form 8-K dated November 21, 2014)

10.13		Letter Agreement dated December 30, 2014 by and between Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo Principal Investments, LLC as a Lender and Wells Fargo National Association, as the Administrative Agent for the Lender. (Incorporated herein by reference to the Company’s Form 8-K dated December 30, 2014)

10.14*		Amendment No. 1 to Master Lease Agreement dated February 10, 2015 by and between Tropicana Las Vegas, Inc. and Onset Financial, Inc.

21.1*		Subsidiaries of the registrant.

31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**