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):  November 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:

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

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

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

¨ 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 November 12, 2010, American Casino & Entertainment Properties LLC, or ACEP, issued a press release announcing its financial results for the quarter ended September 30, 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 November 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: November 12, 2010

EX-99.1

LAS VEGAS, November 12, 2010 — American Casino & Entertainment Properties LLC (“ACEP”) today reported financial results for the third quarter ended September 30, 2010.

Net revenues were $83.6 million for the third quarter 2010 compared to $87.7 million for the third quarter of 2009, a decrease of 4.7%. Primarily as a result of our lower Net revenues, a 100.0% increase in our interest expense to $11.4 million in 2010 compared to $5.7 million in 2009, and increased amortization associated with our 11% Senior Secured Notes, ACEP reported a Net Loss for the third quarter of $8.9 million compared to a Net Loss of $1.8 million in the third quarter of 2009. The increase in our interest expense was primarily due to the restructuring of our debt on June 25, 2009. For the three months ended September 30, 2009, we did not report any interest expense related to the 2014 Term Loans on our consolidated statements of operations. Interest payments totaling approximately $6.2 million during the three months ended September 30, 2009 were accounted for as a reduction to the outstanding balance of the 2014 Term Loans. Had we expensed the $6.2 million in interest payments, our Net Loss for the three months ended September 30, 2009 would have been $8.0 million. Adjusted EBITDA decreased 4.1% to $14.1 million for the three months ended September 30, 2010 compared to $14.7 million for the three months ended September 30, 2009.

The Stratosphere – The Stratosphere experienced an overall decrease in Net revenue due to decreases in occupancy, average daily room rate, and an overall decrease in spend by guests throughout the property. Although Net revenue has continued to decline at Stratosphere, the year-over-year decrease for the three months ended September 30, 2010 was approximately 10.3% compared to 15.0% in the three months ended September 30, 2009. The 10.3% decrease year-over-year in the third quarter is consistent with the year-over-year declines experienced in the first two quarters of 2010.

Arizona Charlie’s – The Arizona Charlie’s properties experienced an overall decrease in Net revenues with the greatest percentage impact occurring due to decreases in food & beverage. Although Net revenue decreased at Arizona Charlie’s, the year-over-year decrease for the three months ended September 30, 2010 was approximately 3.7% compared to a year-over-year decrease of 20.8% in the three months ended September 30, 2009. The Las Vegas local market continues to be characterized by heavy promotional activity by our competitors.

The Aquarius – Aquarius’ Net revenues increased 5.0% year-over-year for the three months ended September 30, 2010 compared to a year-over-year decrease of 16.4% for the three months ended September 30, 2009. The increase in Net revenue at Aquarius is driven by our targeted marketing programs that have resulted in increased revenues across all major categories.

Financial Statistics as of September 30, 2010:
·	Cash	$	106.0 million
·	Book value of Debt, including capital leases, net of unamortized discount	$	356.8 million
·	Capital expenditures	$	25.0 million

Conference Call Information:

We will hold our third quarter earnings conference call today, Friday, November 12, 2010 at 8:30 AM Pacific Time (9:30 AM Mountain, 10:30 AM Central, 11:30 AM Eastern). To attend, dial 866-293-8823 (US/Canada toll-free). The pass code is 4133806. 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.

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

	Three months ended September 30, 2010			Three months ended September 30, 2009			Nine months ended September 30, 2010			Nine months ended September 30, 2009
	(in millions)						(in millions)
Income Statement Data:
Revenues:
Casino	$	48.9		$	50.1		$	156.1		$	165.4
Hotel		14.3			15.3			43.5			46.5
Food and beverage		16.7			18.7			51.2			56.9
Tower, retail and other		9.6			9.4			25.4			26.7
Gross revenues		89.5			93.5			276.2			295.5
Less promotional allowances		5.9			5.8			18.3			20.0
Net revenues		83.6			87.7			257.9			275.5
Costs and expenses:
Casino		16.3			17.0			50.1			53.7
Hotel		8.9			9.2			25.7			26.5
Food and beverage		12.7			14.5			38.5			42.2
Other operating expenses		3.5			3.3			9.9			10.3
Selling, general and administrative		28.5			29.4			83.8			87.9
Pre-opening costs		-			-			0.3			-
Depreciation and amortization		11.2			10.4			32.7			30.8
Impairment of assets		-			-			2.0			-
Total costs and expenses		81.1			83.8			243.0			251.4
Income from operations	$	2.5		$	3.9		$	14.9		$	24.1
EBITDA Reconciliation:
Net income (loss)	$	(8.9	)	$	(1.8	)	$	(19.3	)	$	(4.2	)
Interest income		-			-			-			(0.1	)
Interest expense		11.4			5.7			34.2			28.4
Depreciation and amortization		11.2			10.4			32.7			30.8
EBITDA	$	13.7		$	14.3		$	47.6		$	54.9

Numbers may vary due to rounding.

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	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30, 2010			September 30, 2009			September  30, 2010			September 30, 2009
	(in millions)						(in millions)
Adjusted EBITDA Reconciliation:
Net income (loss)	$	(8.9	)	$	(1.8	)	$	(19.3	)	$	(4.2	)
Interest income		-			-			-			(0.1	)
Interest expense		11.4			5.7			34.2			28.4
Depreciation and amortization		11.2			10.4			32.7			30.8
Loss on disposal of assets		-			-			-			0.6
Pre-opening costs		-			-			0.3			-
Management fee - related party		0.4			0.4			1.1			1.4
Impairment of assets		-			-			2.0			-
Adjusted EBITDA	$	14.1		$	14.7		$	51.0		$	56.9
Adjusted EBITDA Margin		16.9	%		16.8	%		19.8	%		20.7	%

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:

	Three months ended		Three months ended		Nine months ended		Nine months ended
	September 30, 2010		September 30, 2009		September 30, 2010		September 30, 2009
	(in millions)				(in millions)
WPU - Slots
Stratosphere		82.16		85.89		85.49		99.38
Decatur		112.08		109.70		120.07		116.59
Boulder		70.68		73.21		78.41		80.13
Aquarius		121.54		111.75		129.87		123.77
Consolidated		98.41		96.49		105.25		106.43
WPU - Tables
Stratosphere		643.69		759.75		708.43		810.59
Decatur		564.69		520.04		609.01		549.45
Boulder		362.08		358.44		427.35		411.52
Aquarius		490.76		556.76		524.23		584.38
Consolidated		553.01		628.87		608.34		660.64
ADR
Stratosphere		41.20		43.77		42.48		44.99
Decatur		44.78		47.52		46.14		49.52
Boulder		35.63		36.40		38.16		37.80
Aquarius		48.91		48.07		46.96		45.91
Consolidated		43.39		44.75		43.74		45.08
Hotel Occupancy
Stratosphere		86.0		93.2		87.3		93.0
Decatur		47.5		44.7		48.8		51.8
Boulder		42.3		42.2		42.8		51.4
Aquarius		51.3		46.9		50.6		46.3
Consolidated		67.7		69.5		68.2		70.1
Net Revenue
Stratosphere		37.5		41.8		112.9		126.2
Decatur		14.8		15.2		47.0		50.0
Boulder		8.3		8.8		27.1		30.0
Aquarius		23.0		21.9		70.9		69.3
Consolidated		83.6		87.7		257.9		275.5

Numbers may vary due to rounding.

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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 Revenues are the gross revenues 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 these non-GAAP financial measures 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 by dividing Adjusted EBITDA by Net revenues.

Contact:

Investor Relations

Phyllis Gilland

(702) 380-7777

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