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 9, 2012

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 November 9, 2012, American Casino & Entertainment Properties LLC, or ACEP, issued a press release announcing its financial results for the quarter ended September 30, 2012 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 9, 2012.

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 9, 2012

EX-99.1

PRESS RELEASE

LAS VEGAS, NEVADA, November 9, 2012 -- American Casino & Entertainment Properties LLC (“ACEP”) today reported financial results for the third quarter ended September 30, 2012.

Net revenue was $85.8 million for the third quarter ended September 30, 2012 compared to $87.0 million for the third quarter of 2011. ACEP reported a third quarter Net loss of $3.3 million for 2012 as compared to $4.2 million in the third quarter of 2011. Adjusted EBITDA decreased 5.5% to $15.6 million for the third quarter of 2012 compared to $16.5 million for the third quarter of 2011. Adjusted EBITDA Margin fell to 18.2% compared to 19.0% in 2011.

The Stratosphere – Stratosphere’s net revenue decreased 1.7% during the third quarter of 2012 due primarily to a 4.3% decrease in hotel revenue. Casino revenue decreased 0.4% due primarily to lower slot coin-in. Hotel revenues declined 4.3% due to lower occupancy and average daily room rates. Despite a 12.0% decrease in guest admissions, Tower revenues increased 0.3% due to a 14.0% increase in average revenue per guest admission.

Arizona Charlie’s –The Arizona Charlie’s net revenue decreased 4.4% during the third quarter of 2012. Casino revenues declined 4.3% due to lower slot coin-in and table drop. Slot coin-in and table drop declined 5.2% and 15.4%, respectively. Hotel revenues declined 5.2% due to lower average daily room rates. Food and Beverage revenues declined 3.6% due to lower covers.

The Aquarius – Aquarius’ net revenues increased 2.2% during the third quarter of 2012. The revenue increase was due primarily to increases in slot coin-in, table hold percentage and higher hotel occupancy and average daily room rates.

Financial Statistics as of September 30, 2012:
Cash	$     74.8 million
Book value of Debt, including capital leases, net of unamortized discount	$   329.6 million
Capital expenditures	$     13.9 million

Conference Call Information:

We will hold our third quarter 2012 earnings conference call, Tuesday, November 13, 2012 at 9:00 AM Pacific Time (10:00 AM Mountain, 11:00 AM Central, 12:00 PM Eastern). To attend, dial 888-596-2569 (US/Canada toll-free). The pass code is 6053647. A recording of the call will be available on American Casino & Entertainment Properties LLC’s website Investor Relations page, www.acepllc.com.

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.

2000 Las Vegas Boulevard South ∙ Las Vegas, Nevada 89104

Numbers may vary due to rounding.

	Three months endedSeptember 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(in millions)						(in millions)
Income Statement Data:
Revenues:
Casino	$	48.4		$	49.2		$	152.6		$	153.2
Hotel		17.0			17.2			50.4			49.3
Food and beverage		17.2			17.5			51.3			51.8
Tower, retail, entertainment and other		9.4			9.3			25.4			25.1
Gross revenues		92.0			93.2			279.7			279.4
Less promotional allowances		6.2			6.2			19.0			18.3
Net revenues		85.8			87.0			260.7			261.1
Costs and expenses:
Casino		16.1			16.4			49.2			49.9
Hotel		9.1			9.1			26.5			26.4
Food and beverage		13.2			13.1			38.9			38.7
Other operating expenses		3.0			3.0			8.7			9.2
Selling, general and administrative		29.1			29.1			86.6			84.6
Pre-opening costs		-			-			-			-
Depreciation and amortization		8.1			9.4			25.0			30.1
Total costs and expenses		78.6			80.1			234.9			238.9
Income from operations	$	7.2		$	6.9		$	25.8		$	22.2
EBITDA Reconciliation:
Net loss	$	(3.3	)	$	(4.2	)	$	(7.5	)	$	(13.2	)
Interest income		-			-			-			-
Interest expense		10.5			11.0			32.2			34.0
Depreciation and amortization		8.1			9.4			25.0			30.1
EBITDA	$	15.3		$	16.2		$	49.7		$	50.9

Numbers may vary due to rounding.

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(in millions)						(in millions)
Adjusted EBITDA Reconciliation:
Net loss	$	(3.3	)	$	(4.2	)	$	(7.5	)	$	(13.2	)
Interest income		-			-			-			-
Interest expense		10.5			11.0			32.2			34.0
Depreciation and amortization		8.1			9.4			25.0			30.1
Loss on disposal of assets		-			-			-			-
Pre-opening costs		-			-			-			-
Management fee - related party		0.3			0.3			0.8			0.8
Loss on debt redemption		-			-			1.1			1.4
Adjusted EBITDA	$	15.6		$	16.5		$	51.6		$	53.1
Adjusted EBITDA Margin		18.2	%		19.0	%		19.8	%		20.3	%

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 September 30,				Nine months ended September 30,
	2012		2011		2012		2011
	(in millions)				(in millions)
WPU - Slot
Stratosphere		108.84		102.89		107.89		99.50
Decatur		105.56		111.64		113.47		122.97
Boulder		68.22		67.93		74.70		75.66
Aquarius		123.20		120.93		134.63		129.76
ACEP Consolidated		103.75		102.80		110.01		109.27
WPU - Tables
Stratosphere		854.04		703.61		851.58		676.19
Decatur		543.48		634.06		577.86		552.49
Boulder		326.09		385.73		401.46		368.32
Aquarius		544.88		508.33		519.08		510.13
ACEP Consolidated		650.67		586.51		651.42		574.26
ADR
Stratosphere		48.99		50.31		50.83		49.80
Decatur		39.80		43.29		43.55		45.38
Boulder		36.24		37.66		39.76		42.86
Aquarius		51.96		51.42		49.68		48.74
ACEP Consolidated		48.96		49.81		49.69		49.00
Hotel Occupancy %
Stratosphere		90.1		91.2		88.0		89.1
Decatur		61.9		62.8		64.1		63.1
Boulder		45.9		44.7		47.2		47.4
Aquarius		55.5		51.9		52.8		48.2
ACEP Consolidated		72.4		71.5		70.5		69.2
Net Revenue
Stratosphere		40.4		41.1		118.9		118.8
Decatur		14.0		14.8		44.9		47.1
Boulder		7.5		7.7		24.3		25.5
Aquarius		23.6		23.1		72.1		69.2
Corporate		0.3		0.3		0.5		0.5
ACEP Consolidated		85.8		87.0		260.7		261.1

Numbers may vary due to rounding.

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 total 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 debt redemption, 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