8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  May 12, 2010

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

(Exact name of registrant as specified in its charter)

Delaware	000-52975	20-0573058
(State of Incorporation)	(Commission	(I.R.S. Employer
	File Number)	Identification No.)

2000 Las Vegas Boulevard South

Las Vegas, NV 89104

(Address of principal executive offices)(Zip code)

(702) 383-5242

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 2.02    Results of Operations and Financial Condition.

On May 12, 2010, American Casino & Entertainment Properties LLC, or ACEP, issued a press release announcing its financial results for the quarter ended March 31, 2010 and other financial information. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of ACEP under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 12, 2010.

SIGNATURES

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

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
		(Registrant)
	By:	/s/ Edward W. Martin, III
		Edward W. Martin, III
		Chief Financial Officer and Treasurer

Date: May 12, 2010

EX-99.1

LAS VEGAS, May 12, 2010 — American Casino & Entertainment Properties LLC (“ACEP”) today reported financial results for the first quarter ended March 31, 2010.

For the first quarter 2010, ACEP reported a net loss of $2.7 million compared to a net loss of $1.6 million for the first quarter ended in 2009. ACEP’s 2010 net earnings were negatively impacted when compared to 2009 due to (i) increased amortization expense associated with its debt restructuring, (ii) expenses associated with its 2010-2011 property tax appeal and, (iii) pre-opening expenses associated with The Stratosphere Casino Hotel & Tower’s newest ride, Sky Jump Las Vegas.

Net revenues were $87.8 million for the first quarter of 2010 compared to $93.7 million for the first quarter of 2009, a decrease of 6.3%.  EBITDA¹ decreased 4.5% to $19.2 million compared to $20.1 million in 2009. Adjusted EBITDA¹ decreased 5.3% to $19.8 million.

“We continue to look for opportunities to improve our business and operate more efficiently while keeping a constant focus on customer service and the maintenance of our properties. As a result of these efforts, we reported a consolidated Adjusted EBITDA¹ margin of 22.5% for the three months ended March 31, 2010 compared to 22.3% for the three months ended March 31, 2009,” according to Ned Martin, Chief Financial Officer.

The Stratosphere – The Stratosphere reported an overall decrease in Net revenue due to decreases in occupancy, average daily room rate, and an overall decrease in spend by guests.  Although Net revenue has continued to decline at Stratosphere, the year-over-year decrease for the three months ended March 31, 2010 was approximately 10.8% compared to a year-over-year decrease of 21.9% in the three months ended March 31, 2009.

Arizona Charlie’s – The Arizona Charlie’s properties reported an overall decrease in Net revenue with the greatest percentage impact occurring due to decreases in occupancy and average daily room rate. Although Net revenue decreased at Arizona Charlie’s, the year-over-year decrease for the three months ended March 31, 2010 was approximately 7.7% compared to a year-over-year decrease of 15.0% in the three months ended March 31, 2009.

The Aquarius – The Aquarius increased Net revenue 3.3% year-over-year for the three months ended March 31, 2010 compared to a year-over-year decrease of 13.5% for the three months ended March 31, 2009.

Financial Statistics as of March 31, 2010:
·     Cash	$113.8 million
·     Debt, including capital leases	$377.7 million
·     Capital expenditures	$    4.4 million

Conference Call Information:

ACEP will hold its first quarter earnings conference call today (Wednesday, May 12, 2010) at 11:30 a.m. (Eastern Time). To attend the call, dial 888-710-3981 (domestic toll-free). The pass code is 5415305.  A recording of the call will be available on American Casino & Entertainment Properties LLC’s website Investor Relations page, www.acepllc.com.

2000 Las Vegas Boulevard South ∙ Las Vegas, Nevada 89104

For more information regarding American Casino & Entertainment Properties LLC, please visit our web site at www.acepllc.com

¹Please see the comments at the end of this release for information about non-GAAP financial measures.

	Three mos. ended March 31, 2010 Unaudited			Three mos. ended March 31, 2009 Unaudited
	(in millions)
Income Statement Data:
Revenues:
Casino	$	55.9		$	59.5
Hotel		13.9			15.0
Food and beverage		17.0			18.6
Tower, retail and other		7.3			8.2
Gross revenues		94.1			101.3
Less promotional allowances		6.3			7.6
Net revenues		87.8			93.7
Costs and expenses:
Casino		17.2			18.9
Hotel		8.2			8.3
Food and beverage		12.9			13.3
Other operating expenses		3.0			3.4
Selling, general and administrative		27.1			29.6
Pre-opening costs		0.2			-
Depreciation and amortization		10.6			9.9
Total costs and expenses		79.2			83.4
Income from operations	$	8.6		$	10.3
EBITDA Reconciliation:
Net income (loss)	$	(2.7	)	$	(1.6	)
Interest income		-			-
Interest expense		11.3			11.8
Depreciation and amortization		10.6			9.9
EBITDA	$	19.2		$	20.1

Numbers may vary due to rounding

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	Three mos. ended March 31, 2010 Unaudited			Three mos. ended March 31, 2009 Unaudited
	(in millions)
Adjusted EBITDA Reconciliation:
Net income (loss)	$	(2.7	)	$	(1.6	)
Interest income		-			-
Interest expense		11.3			11.8
Depreciation and amortization		10.6			9.9
(Gain)/loss on disposal of assets		-			-
Pre-opening costs		0.2			-
Management fee - related party		0.4			0.8
Adjusted EBITDA	$	19.8		$	20.9

Adjusted EBITDA margin:

	Three mos. ended March 31, 2010 Unaudited			Three mos. ended March 31, 2009 Unaudited
Net revenues	$	87.8		$	93.7
Adjusted EBITDA	$	19.8		$	20.9
Adjusted EBITDA margin (Adjusted EBITDA as % of Net revenues)		22.5	%		22.3	%

Numbers may vary due to rounding

Following are selected statistics related to revenues that we use to make strategic decisions in the day-to-day evaluation of our business, which we believe will be useful to investors when evaluating the performance of our business:

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	Three mos. ended
	March 31, 2010			March 31, 2009
Win per unit-Slots1
Stratosphere	$	89.29		$	109.46
Decatur		129.72			122.61
Boulder		86.30			85.84
Aquarius		141.07			135.86
Consolidated	$	113.24		$	115.04
Win per unit-Tables2
Stratosphere	$	796.65		$	851.06
Decatur		643.38			555.56
Boulder		462.96			414.59
Aquarius		549.12			533.81
Consolidated	$	665.62		$	675.41
Average Daily Room Rate3
Stratosphere	$	43.39		$	46.35
Decatur		48.80			50.45
Boulder		39.21			37.45
Aquarius		42.88			40.71
Consolidated	$	43.29		$	44.64
Hotel Occupancy Rate4
Stratosphere		84.3	%		90.2	%
Decatur		46.6	%		56.3	%
Boulder		40.6	%		60.5	%
Aquarius		49.2	%		44.3	%
Consolidated		66.0	%		68.8	%
Net Revenue ($ in millions)5
Stratosphere	$	36.7		$	41.2
Decatur		16.8			17.9
Boulder		9.9			11.0
Aquarius		24.4			23.6
Consolidated	$	87.8		$	93.7

1. Win per Unit-Slots represents the total amount wagered in slots less amounts paid out to players, amounts paid on participations and discounts divided by the average number of slot units and days during the period.

2. Win per Unit-Tables represents the total amount wagered on tables less amounts paid out to players and discounts divided by the average number of table units and days during the period.

3. Average Daily Room Rate is the average price of occupied rooms per day.

4. Hotel Occupancy Rate is the average percentage of available hotel rooms occupied during a period.

5. Net Revenue is the gross revenue less promotional allowances.

Non-GAAP Measures:

We have included certain “non-GAAP financial measures” in this earnings release. We believe that our presentation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin is an important supplemental measure of our operating performance to investors. Management uses EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin to evaluate our operating performance and make strategic decisions about our business on a day-to-day basis.  EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin are also a commonly used performance measure in our industry, hotel and gaming. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, together with performance measures calculated in accordance with Generally Accepted Accounting Principles, GAAP, provide investors a more complete understanding of our operating results before the impact of investing transactions, financing transactions and income taxes, and facilitates more meaningful comparisons between the Company and its competitors.  We calculate EBITDA as earnings before interest expense, depreciation and amortization, and income taxes. Adjusted EBITDA is EBITDA plus (gains)/losses on the disposal of assets, non-cash impairment charges, loss on the early extinguishment of debt, pre-opening expenses, and management fees. Adjusted EBITDA margin is calculated as Adjusted EBITDA/Net Revenue.

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Contact:

Investor Relations

Phyllis Gilland

(702) 380-7777

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