10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

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: 000-52975

American Casino & Entertainment Properties LLC

(Exact name of registrant as specified in its charter)

Delaware	20-0573058
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
2000 Las Vegas Boulevard South
Las Vegas, NV	89104
(Address of principal executive offices)	(Zip code)

  (702) 380-7777

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

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

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 x (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 x

TABLE OF CONTENTS

			Page
Part I		Financial Information
	Item 1.	Unaudited Condensed Consolidated Financial Statements	1
		Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	1
		Condensed Consolidated Statements of Operations (unaudited) for the Three months ended March 31, 2013 and March 31, 2012	2
		Condensed Consolidated Statements of Cash Flows (unaudited) for the Three months ended March 31, 2013 and March 31, 2012	3
		Condensed Consolidated Statement of Members’ Equity (unaudited) for the Three months ended March 31, 2013	4
		Notes to Condensed Consolidated Financial Statements (unaudited)	5
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
	Item 4.	Controls and Procedures	15
Part II		Other Information
	Item 6.	Exhibits	16

i

PART I-FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of		As of
	March 31, 2013		December 31, 2012
	(Unaudited)
	(In thousands)
Assets
Current Assets:
Cash and cash equivalents	$	76,516	$	63,169
Investments-restricted		211		211
Accounts receivable, net		4,533		3,519
Accounts receivable, net - related party		112		102
Other current assets		12,099		11,701
Total Current Assets		93,471		78,702
Property and equipment, net		1,093,747		1,097,638
Debt issuance costs, net		1,037		1,232
Intangible and other assets		15,662		15,967
Total Assets	$	1,203,917	$	1,193,539
Liabilities and Members' Equity
Current Liabilities:
Accounts payable	$	4,878	$	4,979
Accrued expenses		27,372		16,959
Accounts payable and accrued expenses - related party		3		6
Accrued payroll and related expenses		13,217		11,415
Current portion of capital lease obligations		307		304
Total Current Liabilities		45,777		33,663
Long-Term Liabilities:
Long-term debt, net of unamortized discount		330,512		329,196
Capital lease obligations, less current portion		1,246		1,324
Total Long-Term Liabilities		331,758		330,520
Total Liabilities		377,535		364,183
Commitments and Contingencies
Members' Equity:
Members' Equity		826,382		829,356
Total Members' Equity		826,382		829,356
Total Liabilities and Members' Equity	$	1,203,917	$	1,193,539

See notes to condensed consolidated financial statements.

1

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended March 31,
	2013			2012
	(Unaudited)
	(In thousands)
Revenues:
Casino	$	53,745		$	54,003
Hotel		14,724			15,603
Food and beverage		17,090			16,508
Tower, retail, entertainment and other		7,565			7,660
Gross revenues		93,124			93,774
Less promotional allowances		6,774			6,625
Net revenues		86,350			87,149
Costs And Expenses:
Casino		16,703			16,794
Hotel		7,886			8,201
Food and beverage		13,146			12,367
Other operating expenses		2,701			2,817
Selling, general and administrative		29,461			28,425
Depreciation and amortization		8,296			8,652
Pre-opening costs		114			-
Gain on disposal of assets		(31	)		(42	)
Management fee - related party		250			250
Total costs and expenses		78,526			77,464
Income From Operations		7,824			9,685
Other Expense:
Interest expense		(10,798	)		(11,051	)
Total other expense		(10,798	)		(11,051	)
Net Loss	$	(2,974	)	$	(1,366	)

See notes to condensed consolidated financial statements.

2

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three months ended March 31,
	2013			2012
	(Unaudited)
	(In thousands)
Cash Flows From Operating Activities:
Net loss	$	(2,974	)	$	(1,366	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		8,296			8,652
Amortization of debt issuance and debt discount costs		1,511			1,402
Gain on disposal of assets		(31	)		(42	)
Changes in operating assets and liabilities:
Accounts receivable, net		(1,014	)		241
Other assets		(397	)		(1,051	)
Accounts payable and accrued expenses		11,650			11,481
Related party activity, net		(13	)		195
Net Cash Provided by Operating Activities		17,028			19,512
Cash Flows From Investing Activities:
Acquisition of property and equipment		(3,665	)		(5,282	)
Proceeds from sale of property and equipment		59			45
Net Cash Used in Investing Activities		(3,606	)		(5,237	)
Cash Flows From Financing Activities:
Payments on capital lease obligation		(75	)		(72	)
Net Cash Used in Financing Activities		(75	)		(72	)
Net increase in cash and cash equivalents		13,347			14,203
Cash and cash equivalents - beginning of period		63,169			74,201
Cash and cash equivalents - end of period	$	76,516		$	88,404
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest, net of amounts capitalized	$	30		$	33
Supplemental Disclosures of Non-Cash Items:
Accrued capital expenditures	$	464		$	422

See notes to condensed consolidated financial statements.

3

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

(Unaudited)

(In thousands)

	Class A Equity		Class B Equity			Total Equity
Balances at December 31, 2012	$	-	$	829,356		$	829,356
Net loss		-		(2,974	)		(2,974	)
Balances at March 31, 2013	$	-	$	826,382		$	826,382

See notes to condensed consolidated financial statements.

4

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

NOTES TO Condensed CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. The Company

American Casino & Entertainment Properties LLC, or ACEP, was formed in Delaware on December 29, 2003. As used in this Quarterly Report on Form 10-Q, the terms “ACEP”, “company”, “we”, “our”, “ours”, and “us” refer to American Casino & Entertainment Properties LLC and its subsidiaries, unless the context suggests otherwise. ACEP owns and operates the Stratosphere Casino Hotel & Tower, or the Stratosphere, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in Las Vegas, Nevada, and the Aquarius Casino Resort, or the Aquarius, in Laughlin, Nevada.

On April 22, 2007, American Entertainment Properties Corp., or AEP, our former direct parent, entered into a Membership Interest Purchase Agreement, or the Agreement, with W2007/ACEP Holdings, LLC, or Holdings, an affiliate of Whitehall Street Real Estate Funds, or Whitehall, a series of real estate investment funds affiliated with Goldman, Sachs & Co., to sell all of our issued and outstanding membership interests to Holdings, for approximately $1.3 billion. Pursuant to the Assignment and Assumption Agreement, dated December 4, 2007, between Holdings and W2007/ACEP Managers Voteco, LLC, or Voteco, Holdings assigned all of its rights, obligations and interests under the Agreement to Voteco. Voteco’s acquisition of ACEP, or the Acquisition, closed at a purchase price of $1.2 billion on February 20, 2008.

On February 23, 2010, ACEP and ACEP Finance Corp., or ACEP Finance and, together with ACEP, the Issuers, completed an exchange offer registered with the Securities and Exchange Commission, or SEC, in which the Issuers issued approximately $374.9 million aggregate principal amount of their 11% Senior Secured Notes due 2014, or SEC-Registered Notes, in exchange for $374.9 million of their outstanding, 11% Senior Secured Notes due 2014, or the Unregistered Notes, issued in a transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, or the Securities Act. The SEC-Registered Notes have substantially identical terms to the Unregistered Notes, except that the SEC-Registered Notes were issued in a transaction registered under the Securities Act. The SEC-Registered Notes and the Unregistered Notes are collectively referred to herein as the 11% Senior Secured Notes.

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements included herein have been prepared by ACEP, without audit, in accordance with the accounting policies described in our 2012 audited consolidated financial statements and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments (consisting only of those of a normal recurring nature), which are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results to be expected for any future interim period or for the entire fiscal year.

These condensed consolidated financial statements should be read in conjunction with the notes to the 2012 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 21, 2013 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website at http://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website at http://www.acepllc.com.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of ACEP and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

5

Note 3. Related Party Transactions

On February 20, 2008, we entered into a consulting agreement with Highgate Hotels, L.P., or Highgate, pursuant to which Highgate provides asset management consulting services to us. Highgate owns a less than 5% membership interest in Holdings. The agreement was amended to reduce fees payable thereunder on June 25, 2009 and Highgate converted amounts due them from ACEP to contributed capital in Holdings. The consulting agreement expires on June 20, 2013.Highgate is entitled to receive a $1.5 million per year base consulting fee for the periods through February 20, 2011 and a $1.0 million per year consulting fee for the periods after February 20, 2011, additional consulting fees up to $500,000 per year for periods after February 20, 2011 based on EBITDA results at the properties and development fees at 4% of the aggregate costs of any agreed upon development projects. We incurred Highgate fees of approximately $250,000 for both the three months ended March 31, 2013 and March 31, 2012. As of March 31, 2013 and December 31, 2012, there were no amounts due to Highgate.

On June 16, 2008, we entered into an agreement with Travel Tripper LLC, or TTL, to utilize their technology for online hotel reservations. TTL is owned by an affiliate of Goldman Sachs (9%), an affiliate of Highgate (9%) and an employee of Highgate (40%). From June 16, 2008 to July 31, 2010, TTL was paid 4% of room revenues booked utilizing its system. As of August 1, 2010, the fee paid to TTL was reduced to 2%. As of December 4, 2012, we no longer use Travel Tripper LLC’s services. We expensed fees of approximately $8,000 and $51,000 for the three months ended March 31, 2013 and March 31, 2012, respectively. As of March 31, 2013 and December 31, 2012, we owed TTL approximately $0 and $5,000, respectively.

Archon Group, LP, or Archon, formerly an affiliate of Goldman Sachs, provides various services to us such as environmental services and insurance brokers. Effective December 31, 2012, Archon became a division within Goldman Sachs. We expensed fees of approximately $5,000 and $19,000 for the three months ended March 31, 2013 and March 31, 2012, respectively. In addition, we provided construction management services to Archon for hotels managed by them. We recorded revenues of approximately $60,000 and $0 for the three months ended March 31, 2013 and March 31, 2012, respectively. As of March 31, 2013 and December 31, 2012, we owed Archon $0. As of March 31, 2013 and December 31, 2012, Archon owed us approximately $112,000 and $102,000, respectively.

On October 3, 2008, we entered into a participation agreement with Nor1, Inc., or Nor1, to utilize their technology to help sell perishable suite and room inventories. Nor1 gives the guest who books on-line the opportunity to book a non-guaranteed suite or upgraded rooms at a discounted rate if such is available at check-in. If the suite or upgraded room is awarded, Nor1 is paid 25% of the upgrade fee. Goldman Sachs owns less than 5% of Nor1. We expensed fees of approximately $6,000 and $10,000 for the three months ended March 31, 2013 and March 31, 2012, respectively. As of March 31, 2013 and December 31, 2012, we owed Nor1 approximately $2,000 and $1,000, respectively.

We follow a related party transaction approval policy for reviewing related person transactions. These procedures are intended to ensure that transactions with related persons are fair to us and in our best interests. If a proposed transaction appears to or does involve a related person, the transaction is presented to our audit committee for review. The audit committee is authorized to retain and pay such independent advisors as it deems necessary to properly evaluate the proposed transaction, including, without limitation, outside legal counsel and financial advisors to determine the fair value of the transaction.

Note 4. Intangible Assets

Pursuant to authoritative guidance, indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a fair-value-based test.

Our finite-lived acquired intangible assets include our player loyalty plan and a non-compete agreement. Our indefinite-lived acquired intangible assets include trade names. Acquired assets are recorded at fair value on the date of acquisition and finite-lived assets are amortized over the estimated period to be benefited.

6

As of March 31, 2013 and December 31, 2012, we had the following intangible assets.

			(in thousands)
			March 31, 2013							December 31, 2012
			Gross					Net		Gross					Net
	Asset		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
Amortizing intangible assets:	Life		Amount		Amortization			Amount		Amount		Amortization			Amount
Player Loyalty Plan		5 Years	$	7,450	$	(7,450	)		-	$	7,450	$	(7,201	)	$	249
Non-Compete Agreement		38 Months		1,045		(1,045	)		-		1,045		(990	)		55
			$	8,495	$	(8,495	)	$	-	$	8,495	$	(8,191	)	$	304
Non-amortizing intangible assets:
Trade Name								$	15,507						$	15,507
								$	15,507						$	15,811

Note 5. Debt

Long-term debt and capital lease obligations consist of the following:

	As of			As of
	March 31, 2013			December 31, 2012
	(In thousands)
11% Senior Secured Notes due June 15, 2014	$	337,500		$	337,500
Unamortized discount		(6,988	)		(8,304	)
Capital lease obligations		1,553			1,628
Total long-term debt and capital lease obligations		332,065			330,824
Current portion of capital lease obligations		(307	)		(304	)
Total long-term debt and capital lease obligations, net	$	331,758		$	330,520

11% Senior Secured Notes

On August 14, 2009, we issued the 11% Senior Secured Notes pursuant to the Indenture. The 11% Senior Secured Notes mature on June 15, 2014 and bear interest at a rate of 11% per annum. Interest is computed on the basis of a 360-day year composed of twelve 30-day months and is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2009. The obligations are jointly, severally and unconditionally guaranteed by all of the subsidiaries of ACEP other than ACEP Finance and will be so guaranteed by any future domestic subsidiaries of ACEP, subject to certain exceptions. The 11% Senior Secured Notes are collateralized by substantially all fee and leasehold real property comprising the Stratosphere, the Aquarius, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder. 

On February 23, 2010, the Issuers completed an exchange offer registered with the SEC in which the Issuers issued approximately $374.9 million aggregate principal amount of their SEC-Registered Notes in exchange for $374.9 million of their Unregistered Notes. The SEC-Registered Notes have substantially identical terms to the Unregistered Notes, except that the SEC-Registered Notes were issued in a transaction registered under the Securities Act.

On May 31, 2011, the Issuers completed a redemption of five percent (5%) of aggregate principal amount of the 11% Senior Secured Notes pursuant to paragraph 5(b) of the 11% Senior Secured Notes and the redemption provisions of the Indenture (Section 3.07(b)). The redemption price for the 11% Senior Secured Notes was 102% of the principal amount of the 11% Senior Secured Notes redeemed, or $19.1 million, plus accrued interest to the redemption date of approximately $951,000. Interest on the 11% Senior Secured Notes called for redemption ceased to accrue on and after the redemption date. As a result of the redemption, a loss of $1.4 million was recognized. The loss is comprised of the redemption premium of $375,000 and a proportionate write-off of debt issuance and debt discount costs of $1.0 million.

7

On April 30, 2012, the Issuers completed a redemption of five percent (5%) of aggregate principal amount of the 11% Senior Secured Notes pursuant to paragraph 5(b) of the 11% Senior Secured Notes and the redemption provisions of the Indenture (Section 3.07(b)). The redemption price for the 11% Senior Secured Notes was 102% of the principal amount of the 11% Senior Secured Notes redeemed, or $19.1 million, plus accrued interest to the redemption date of approximately $773,000. Interest on the 11% Senior Secured Notes called for redemption ceased to accrue on and after the redemption date. As a result of the redemption, a loss of $1.1 million was recognized. The loss is comprised of the redemption premium of $375,000 and a proportionate write-off of debt issuance and debt discount costs of $737,000.

In accordance with positions established by the SEC, separate financial information with respect to the parent, co-issuer, guarantor subsidiaries and non-guarantor subsidiaries is not required as the parent and co-issuer have no independent assets or operations, the guarantees are full and unconditional and joint and several, and the total assets, stockholders’ equity, revenues, income from operations before income taxes and cash flows from operating activities of the non-guarantor subsidiaries is less than 3% of ACEP’s consolidated amounts.

The fair value of our debt is estimated based on market prices for the same or similar issues. The estimated fair value of the 11% Senior Secured Notes was approximately $340.9 million as of March 31, 2013.

On or after June 15, 2013, we may redeem the 11% Senior Secured Notes at par value, or 100% of the principal amount, plus accrued and unpaid interest to the applicable call date.

If certain change of control events occur as specified in the Indenture, we must offer to repurchase the 11% Senior Secured Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the applicable repurchase date.

If ACEP or its subsidiaries sell assets under certain circumstances or experience certain events of loss, we must offer to repurchase the 11% Senior Secured Notes at a repurchase price equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, as the case may be.

We are bound by certain covenants contained and defined in the Indenture that requires us to file quarterly and annual reports, and among other things, restricts our ability to:

· declare or pay dividends and distributions on our equity interests, purchase, redeem, or otherwise retire for value any equity interest, make payments on debt, or make investments;

· incur indebtedness or issue preferred stock;

· sell, create liens, or otherwise encumber our assets or equity interests; and

· enter into transactions with affiliates.

These covenants contained in the Indenture are subject to a number of important limitations and exceptions.

The Indenture provides for events of default, including, but not limited to, cross defaults to certain other debt of ACEP and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding 11% Senior Secured Notes will become due and payable immediately without further action or notice. Management believes that we are in compliance with the provisions of the Indenture as of March 31, 2013 and the date of this filing.

Note 6. Legal Proceedings

We are, from time to time, a party to various legal proceedings arising out of our businesses. We believe, however, there are no proceedings pending or threatened against us, which, if determined adversely, would have a material adverse effect upon our financial condition, results of operations or liquidity.

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

With the exception of historical facts, the matters discussed in this quarterly report on Form 10-Q are forward looking statements. Forward-looking statements may relate to, among other things, future actions, future performance generally, business development activities, future capital expenditures, strategies, the outcome of contingencies such as legal proceedings, future financial results, financing sources and availability and the effects of regulation and competition. When we use the words “believe”, “intend”, “expect”, “may”, “will”, “should”, “anticipate”, “could”, “estimate”, “plan”, “predict”, “project”, or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements.

These forward-looking statements are based on the current plans and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. These factors include, but are not limited to: the size of our indebtedness, our indebtedness' effect on our business, the adverse effect of government regulation and other matters affecting the gaming industry, increased operating costs of our properties, increased competition in the gaming industry, adverse effects of economic downturns and terrorism, our failure to make necessary capital expenditures, increased costs associated with our growth strategy, the loss of key personnel, risks associated with geographical market concentration, our failure to satisfy our working capital needs from operations or our indebtedness, our inability to raise additional money, our dependence on water, energy and technology services, adverse effects of increasing energy costs, and the availability of and costs associated with potential sources of financing.

You should also read, among other things, the risks and uncertainties described in the section entitled Risk Factors in Item 1A of our annual report on Form 10-K, filed with the SEC on March 21, 2013 (SEC File No. 000-52975).

We warn you that forward-looking statements are only predictions. Actual events or results may differ as a result of risks that we face. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update them.

The following discussion contains management’s discussion and analysis of financial condition and results of operations. Management’s discussion and analysis should be read in conjunction with “Item 1. Financial Statements” of this quarterly report on Form 10-Q and Management’s Discussion and Analysis of Financial Condition and Results of Operations presented in our annual report on Form 10-K for the year ended December 31, 2012.

Overview

We own and operate four gaming and entertainment properties in Clark County, Nevada. The four properties are the Stratosphere Casino Hotel & Tower, or the Stratosphere, which is located on the Las Vegas Strip and caters to visitors to Las Vegas, two off-Strip casinos, Arizona Charlie's Decatur and Arizona Charlie's Boulder, which cater primarily to residents of Las Vegas and the surrounding communities, and the Aquarius Casino Resort, in Laughlin, Nevada, or the Aquarius, which caters to visitors to Laughlin. The Stratosphere is one of the most recognized landmarks in Las Vegas, our two Arizona Charlie’s properties are well-known casinos in their respective marketplaces and the Aquarius has the largest hotel in Laughlin. Each of our properties offers customers a value-oriented experience by providing competitive odds in our casinos, quality rooms in our hotels, award-winning dining facilities and, at the Stratosphere and Aquarius, an offering of competitive value-oriented entertainment attractions. We believe the value we offer our customers, together with a strong focus on customer service, will enable us to continue to attract customers to our properties.

Our operating results are greatly dependent on the volume of customers at our properties, which in turn affects the price we can charge for our non-gaming amenities. A substantial portion of our operating income is generated from our gaming operations, more specifically, slot play (including video poker). Approximately 57.7% of our gross revenue for the three months ended March 31, 2013 was generated from our gaming operations. Hotel and food and beverage sales generated similar percentages of our gross revenue during the three months ended March 31, 2013, with hotel sales representing 15.8% and food and beverage sales representing 18.4%. The majority of our revenue is cash based through customers wagering with cash or paying for non-gaming amenities with cash or credit card. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

9

Las Vegas is one of the largest entertainment markets in the country. Las Vegas hotel occupancy rates are among the highest of any major market in the United States. We believe that the Las Vegas gaming market has two distinct sub-segments: the tourist market, which tends to be concentrated on the Las Vegas Strip and Downtown Las Vegas, and the local market, which includes the surrounding Las Vegas area.

We use certain key measurements to evaluate operating revenue. Casino revenue measurements include “table games drop” and “slot coin-in,” which are measures of the total amounts wagered by patrons. “Win” or “hold percentage” represents the percentage of table games drop or slot coin-in that is retained by the casino and recorded as casino revenue. Hotel revenue measurements include hotel occupancy rate, which is the average percentage of available hotel rooms occupied during a period, and average daily room rate, which is the average price of occupied rooms per day. Food and beverage revenue measurements include number of covers, which is the number of guests served, and the average check amount per guest.

10

Results of Operations

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

The following table sets forth the results of our operations for the periods indicated.

	Three months ended March 31,
	2013			2012
	(in millions)
Income Statement Data:
Revenues:
Casino	$	53.7		$	54.0
Hotel		14.7			15.6
Food and beverage		17.1			16.5
Tower, retail, entertainment and other		7.6			7.6
Gross revenues		93.1			93.7
Less promotional allowances		6.8			6.6
Net revenues		86.3			87.1
Costs and expenses:
Casino		16.7			16.8
Hotel		7.9			8.2
Food and beverage		13.1			12.4
Other operating expenses		2.7			2.8
Selling, general and administrative		29.7			28.5
Pre-opening costs		0.1			-
Depreciation and amortization		8.3			8.7
Total costs and expenses		78.5			77.4
Income from operations	$	7.8		$	9.7
EBITDA Reconciliation:
Net loss	$	(3.0	)	$	(1.4	)
Interest expense		10.8			11.1
Depreciation and amortization		8.3			8.7
EBITDA	$	16.1		$	18.4

We believe that our presentation of EBITDA is an important supplemental measure of our operating performance to investors. EBITDA is a commonly used measure of performance in our industry which we believe, when considered with measures calculated in accordance with United States Generally Accepted Accounting Principles (GAAP), gives investors a more complete understanding of operating results before the impact of investing and financing transactions and income taxes and facilitates comparisons between us and our competitors. Although EBITDA is a non-GAAP measure, we believe this measure will be used by investors in their assessment of our operating performance and the valuation of our company.

Our consolidated gross revenues decreased 0.6% to $93.1 million for the three months ended March 31, 2013 from $93.7 million for the three months ended March 31, 2012. Our consolidated income from operations and EBITDA decreased 19.6% and 12.5% to $7.8 million and $16.1 million for the three months ended March 31, 2013 compared to $9.7 million and $18.4 million for the three months ended March 31, 2012, respectively. The decrease in our gross revenues, income from operations and EBITDA are due primarily to reduced revenues for our gaming and hotel divisions caused by lower table games drop and lower race and sports book hold percentages for the casino, and for the hotel, lower average daily room rates and occupancy.

11

In the three months ended March 31, 2013 our revenues were impacted by one less day in 2013, decreases in hotel occupancy and ADR at Stratosphere and lower gaming revenues in the Las Vegas local market. In addition, increased SG&A expenses had an impact on EBITDA. During the three months ended March 31, 2013, we incurred approximately $882,000 in repair expenses on projects at the Aquarius. ACEP Interactive, our licensed internet gaming subsidiary, spent approximately $239,000 during the first quarter to operate acePLAYPoker.com, which became active in February 2013. Sales taxes increased year-over-year due to an additional $122,000 accrued for sales tax on complimentary and employee meals. The company began accruing for sales tax on complimentary and employee meals in February 2012 based on a decision by the Nevada Tax Commission. We also incurred approximately $60,000 for an on-going maintenance contract on Stratosphere’s new state-of-the-art fire safety system.

Changes in our restaurants and bars also impacted the comparison between the three months ended March 31, 2013 and the same period in 2012. Multiple venues that were closed at the Aquarius in 2012 were operating in 2013. In the three months ended March 31, 2013, Aquarius’ food and beverage revenue increased approximately $414,000, including approximately $208,000 in complimentaries (the retail value of rooms, food and beverage and other items provided to customers on a complimentary basis), and expenses increased approximately $525,000. 2013 is more representative of both historical and on-going operations. In November 2012, we opened the McCall’s Heartland Grill restaurant at the Stratosphere. During the three months ended March 31, 2013, McCall’s Heartland Grill generated approximately $493,000 in revenue, including approximately $54,000 in complimentaries, and approximately $542,000 in expenses. We will continue to manage the operations of McCall’s Heartland Grill to maximize its efficiency and expect revenues to increase over time.

Casino

Casino revenues consist of revenues from slot machines, table games, poker, race and sports book, bingo and keno. Casino revenues decreased 0.6% to $53.7 million for the three months ended March 31, 2013, compared to $54.0 million for the three months ended March 31, 2012. Our slot and table revenues increased 0.7% and decreased 4.8%, respectively. Slot revenues increased due to a 0.2% increase in coin-in while table revenues decreased due to a 6.2% decrease in table games drop compared to the three months ended March 31, 2012. For the three months ended March 31, 2013, slot machine revenues were 85.7% of casino revenues, and table game revenues were 11.2% of casino revenues, compared to 84.6% and 11.7% of casino revenues, respectively, for the three months ended March 31, 2012. Other casino revenues, consisting of race and sports book, poker, bingo and keno, decreased 15% for the three months ended March 31, 2013 compared to the three months ended March 31, 2012. Decreased race and sports book and keno revenues were partially offset by increased bingo revenues. Race and sports book revenues decreased 16.0% compared to the three months ended March 31, 2012 due to a combination of a 1.8 percentage point decrease in hold percentage and a 0.9% increase in handle. Keno revenues decreased 90.0% for the three months ended March 31, 2013 compared to the three months ended March 31, 2012 as our keno offerings were discontinued at the Aquarius in January. In addition, bingo revenues increased 14.4% due to a 1.2 percentage point increase in hold percentage. Casino operating expenses decreased 0.6% to $16.7 million for the three months ended March 31, 2013, compared to $16.8 million for the three months ended March 31, 2012. The decrease in expenses was due primarily to lower revenue taxes and supplies expenses. Our casino operating margin was 68.9% for both the three months ended March 31, 2013, and March 31, 2012.

Hotel

Hotel revenues decreased 5.8% to $14.7 million for the three months ended March 31, 2013 from $15.6 million for the three months ended March 31, 2012.  Overall room occupancy fell to 64.0% for the three months ended March 31, 2013 compared to 66.0% for the three months ended March 31, 2012 and the average daily room rate decreased 2.0% for the three months ended March 31, 2013 compared to the three months ended March 31, 2012. The occupancy decline was most pronounced at the Stratosphere where occupancy declined to 77.6% for the three months ended March 31, 2013 compared to 82.0% for the three months ended March 31, 2012, while average daily room rates declined at all properties. The decline in occupancy at the Stratosphere was related to the loss of a tour operator contract that accounted for 3.9% of occupancy at the Stratosphere during the first quarter of 2012. Our hotel expenses decreased 3.7% to $7.9 million for the three months ended March 31, 2013, compared to $8.2 million for the three months ended March 31, 2012 due primarily to lower payroll, supplies expense and commission and broker expenses. Due to the decrease in revenues, our hotel operating margin decreased to 46.3% for the three months ended March 31, 2013 as compared to 47.4% for the three months ended March 31, 2012.

12

Food & Beverage

Food and beverage revenues increased 3.6% to $17.1 million for the three months ended March 31, 2013, compared to $16.5 million for the three months ended March 31, 2012.  Revenues increased at all of our properties except Arizona Charlie’s Boulder. Food and beverage revenues increased 13.0% at the Aquarius for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, however for the three months ended March 31, 2012, food and beverage revenues at the Aquarius were negatively impacted by closures of certain of our food venues and bars to replace plumbing, equipment and fixtures. Overall, food covers and beverage covers decreased 2.9% and 2.3%, respectively, for the three months ended March 31, 2013, compared to the three months ended March 31, 2012.  Average revenue per cover for the three months ended March 31, 2013 increased 6.6% compared to the three months ended March 31, 2012. Our food and beverage expenses increased 5.6% to $13.1 million for the three months ended March 31, 2013 compared to $12.4 million for the three months ended March 31, 2012 due to higher labor costs and food and beverage cost of goods. Due to the increase in expenses, our food and beverage operating margin decreased to 23.4% for the three months ended March 31, 2013 as compared to 24.8% for the three months ended March 31, 2012. Food and Beverage operating margin was impacted by the opening of McCall’s Heartland Grill during the fourth quarter 2012. We expect margins to increase as we continue to improve efficiencies at McCall’s Heartland Grill.

Tower, Retail, Entertainment and Other

Tower, retail, entertainment and other revenues were $7.6 million for both the three months ended March 31, 2013 and March 31, 2012. Tower revenues increased 1.5% for the three months ended March 31, 2013, compared to the three months ended March 31, 2012. Tower guest admissions declined 10.7% while revenue per guest admission increased 13.6% compared to the three months ended March 31, 2012. Entertainment revenue declined 46.6% for the three months ended March 31, 2013, compared to the three months ended March 31, 2012, due to fewer performances. The Bite show at the Stratosphere closed on October 31, 2012 and its replacement, Pin Up, debuted on March 2, 2013. Retail revenue decreased 5.8% for the three months ended March 31, 2013 compared to the three months ended March 31, 2012. Other operating income increased 11.0% for the three months ended March 31, 2013 compared to the three months ended March 31, 2012. The increase in revenue was primarily due to higher communications commission revenues and construction management fee revenues. Other operating expenses decreased 3.6% to $2.7 million for the three months ended March 31, 2013 compared to $2.8 million for the three months ended March 31, 2012. This decrease was primarily due to a reduction in entertainer fees.

Promotional Allowances

Promotional allowances are comprised of the retail value of goods and services provided to casino patrons under various marketing programs. As a percentage of casino revenues, promotional allowances increased to 12.7% for the three months ended March 31, 2013 from 12.2% for the three months ended March 31, 2012. This increase was primarily due to increased food and room promotions.

Pre-opening Expenses

We incurred $114,000 in pre-opening costs for the three months ended March 31, 2013 compared to none for the three months ended March 31, 2012. Pre-opening costs for the three months ended March 31, 2013 consisted primarily of equipment, labor costs and supplies for Pin Up, a burlesque show at the Stratosphere. Pin Up opened to the public on March 2, 2013.

13

Selling, General and Administrative (‘‘SG&A’’)

Selling, general and administrative expenses are primarily comprised of payroll, marketing, advertising, utilities and other administrative expenses. These expenses increased 4.2% to $29.7 million, or 31.9% of gross revenues, for the three months ended March 31, 2013, compared to $28.5 million, or 30.4% of gross revenues for the three months ended March 31, 2012. This increase was primarily due to higher repair and maintenance and sales tax expenses. Repair and maintenance expenses increased to approximately $1.4 million for the three months ended March 31, 2013 compared to approximately $700,000 for the three months ended March 31, 2012 due to projects at the Aquarius. We expensed approximately $882,000 during the first quarter of 2013 for the Aquarius repair projects. We began to accrue for sales taxes on complimentary meals provided to customers and employees in February 2012 based on a decision by the Nevada Tax Commission. We accrued sales tax expenses of approximately $212,000 for the three months ended March 31, 2013 compared to approximately $90,000 for the three months ended March 31, 2012. Additionally, we expensed approximately $239,000 related to our interactive gaming initiative during the first quarter of 2013.

Interest Expense

Interest expense decreased 2.7% to $10.8 million for the three months ended March 31, 2013, compared to $11.1 million for the three months ended March 31, 2012. The decrease was due primarily to the redemption of 5% of the aggregate principal amount of our 11% Senior Secured Notes on April 30, 2012.

Financial Condition

Liquidity and Capital Resources

The following liquidity and capital resources discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, renovation projects and our subsidiaries, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, financial market risks, the ability to maintain existing management, competition within the gaming industry, the cyclical nature of the hotel business and gaming business, economic conditions, regulatory matters and litigation and other risks described in our filings with the SEC. In addition, renovation projects entail significant risks, including shortages of materials or skilled labor, unforeseen regulatory problems, work stoppages, weather interference, floods, unanticipated cost increases, and disruption to business. The anticipated costs and construction periods are based on budgets, conceptual design documents and construction schedule estimates. There can be no assurance that the budgeted costs or construction period will be met. All forward-looking statements are based on our current expectations and projections about future events.

Net cash provided by operating activities was $17.0 million for the three months ended March 31, 2013 compared to $19.5 million for the three months ended March 31, 2012. The decrease in cash flow from operations was driven by a $800,000 decrease in net revenues and $1.1 million increase in expenses.

During the three months ended March 31, 2013, our total capital expenditures were $4.1 million (including approximately $500,000 in non-cash items), of which approximately $800,000 was spent on slot machine replacements and conversions, $1.1 million on replacement building controls at the Stratosphere and Aquarius, $500,000 for renovations to our rooms, public areas and food and beverage venues and $1.7 million on our facilities and operations. For the three months ended March 31, 2012, our total capital expenditures were $5.7 million (including approximately $400,000 in non-cash items), of which approximately $300,000 was spent on slot machine replacements and conversions, $700,000 on a replacement fire safety system at the Stratosphere, $600,000 for renovations to our public areas and food and beverage venues, $600,000 on information technology and $3.5 million on our facilities and operations.

Our primary cash requirements for the next twelve months are expected to include (i) expenses associated with ongoing day-to-day operations, (ii) interest payments on indebtedness, (iii) payments for design and development costs of future projects, (iv) regular maintenance and other capital expenditures, and (v) the redemption of our 11% Senior Secured Notes which mature on June 15, 2014. We continually evaluate refinancing options in both the loan and bond markets to address our upcoming bond maturity. We currently anticipate that we will spend approximately $18.2 million on regular maintenance and renovation capital projects during 2013, which will be evaluated throughout the year.

14

We may from time to time seek to retire or repurchase our outstanding 11% Senior Secured Notes through cash purchases in the open market, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. On April 30, 2012, the Issuers redeemed five percent (5%) of aggregate principal amount of the 11% Senior Secured Notes. The redemption price for the 11% Senior Secured Notes was 102% of the principal amount of the 11% Senior Secured Notes redeemed, or $19.1 million, plus accrued interest to the redemption date of approximately $773,000. On May 31, 2011, the Issuers redeemed five percent (5%) of aggregate principal amount of the 11% Senior Secured Notes. The redemption price was 102% of the principal amount, or $19.1 million, plus accrued interest to the redemption date of approximately $951,000. Interest on the 11% Senior Secured Notes called for redemption ceased to accrue on and after the redemption dates.

We believe our cash flow from operations and our cash balances will be sufficient to fund our operations, interest payments and capital expenditures for the next 12 months. However, our ability to fund our operations, make payments on our debt and fund planned capital expenditures will depend on our ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control as well as the factors described in the section entitled Risk Factors in Item 1A of our annual report on Form 10-K, filed with the SEC on March 21, 2013 (SEC File No.).

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Item 3. 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 primary risk exposure relates to interest rate risk. All of our long-term debt is subject to fixed rates of interest at 11% and does not mature until June 15, 2014.

The fair value of our debt is estimated based on the quoted market prices for the same or similar issues. ACEP issued the Unregistered Notes on August 14, 2009. The estimated fair value of the 11% Senior Secured Notes was approximately $340.9 million as of March 31, 2013.

For the three months ended March 31, 2013, we incurred approximately $10.8 million in interest expense.

We do not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure.

Item 4. Controls and Procedures

Our principal executive officer and principal financial officer, based on their evaluation of our disclosure controls and procedures (as such terms are defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q, have concluded that our disclosure controls and procedures are effective for ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in our internal control over financial reporting that occurred during the first three months of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

15

PART II-OTHER INFORMATION

You should also read, among other things, the risks and uncertainties described in the section entitled Risk Factors in Item 1A of our annual report on Form 10-K, filed with the SEC on March 21, 2013 (SEC File No.). There were no material changes to those risk factors during the three months ended March 31, 2013.

Item 6. Exhibits

The list of exhibits required by Item 601 of Regulation S-K and filed as part of this report is set forth in the exhibits index.

16

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, thereunto duly authorized.

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
	By:	/s/ EDWARD W. MARTIN, III
		Edward W. Martin, III
		Authorized Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
	Date:	May 15, 2013

17

EXHIBITS INDEX

EXHIBIT NO.	DESCRIPTION
31.1	Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012 (audited); (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012; (iii) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012; (iv) Unaudited Condensed Consolidated Statement of Members’ Equity for the three months ended March 31, 2013; and (v) Notes to the Unaudited Condensed Consolidated Financial Statements.

*Pursuant to rule 406T of Regulation S-T, the XBRL related information in this exhibit is furnished and not filed or a part of a registration statement or prospectus for the purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for the purposes of Section 18 of the Securities Exchange of 1934, as amended, and otherwise is not subject to liability under these sections.

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Frank V. Riolo, Chief Executive Officer of American Casino & Entertainment Properties LLC, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Casino & Entertainment Properties LLC (the “Registrant”) for the period ended March 31, 2013 (the “Report”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

By:	/s/ Frank V. Riolo
	Frank V. Riolo
	Chief Executive Officer of
	American Casino & Entertainment Properties LLC

Date: May 15, 2013

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Edward W. Martin, III, Chief Financial Officer and Treasurer of American Casino & Entertainment Properties LLC, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Casino & Entertainment Properties LLC (the “Registrant”) for the period ended March 31, 2013 (the “Report”);

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

By:	/s/ Edward W. Martin, III
	Edward W. Martin, III
	Chief Financial Officer and Treasurer of
	American Casino & Entertainment Properties LLC

Date: May 15, 2013

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

I, Frank V. Riolo, Chief Executive Officer of American Casino & Entertainment Properties LLC (the “Company”), hereby certify that, to the best of my knowledge, on the date hereof:

(a) the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2013 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ FRANK V. RIOLO
	Frank V. Riolo
	Chief Executive Officer of American Casino & Entertainment Properties LLC

Date: May 15, 2013

EX-32.2

EXHIBIT 32.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

I, Edward W. Martin, III, Chief Financial Officer and Treasurer of American Casino & Entertainment Properties LLC (the “Company”), hereby certify that, to the best of my knowledge, on the date hereof:

(a) the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2013 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ EDWARD W. MARTIN, III
	Edward W. Martin, III
	Chief Financial Officer and Treasurer of
	American Casino & Entertainment Properties LLC

Date: May 15, 2013

XML

Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Note 4. Intangible Assets

Pursuant to authoritative guidance, indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a fair-value-based test.

Our finite-lived acquired intangible assets include our player loyalty plan and a non-compete agreement. Our indefinite-lived acquired intangible assets include trade names. Acquired assets are recorded at fair value on the date of acquisition and finite-lived assets are amortized over the estimated period to be benefited.

As of March 31, 2013 and December 31, 2012, we had the following intangible assets.

			(in thousands)
			March 31, 2013							December 31, 2012
			Gross					Net		Gross					Net
	Asset		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
Amortizing intangible assets:	Life		Amount		Amortization			Amount		Amount		Amortization			Amount
Player Loyalty Plan		5 Years	$	7,450	$	(7,450	)		-	$	7,450	$	(7,201	)	$	249
Non-Compete Agreement		38 Months		1,045		(1,045	)		-		1,045		(990	)		55
			$	8,495	$	(8,495	)	$	-	$	8,495	$	(8,191	)	$	304
Non-amortizing intangible assets:
Trade Name								$	15,507						$	15,507
								$	15,507						$	15,811

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 3. Related Party Transactions

On February 20, 2008, we entered into a consulting agreement with Highgate Hotels, L.P., or Highgate, pursuant to which Highgate provides asset management consulting services to us. Highgate owns a less than 5% membership interest in Holdings. The agreement was amended to reduce fees payable thereunder on June 25, 2009 and Highgate converted amounts due them from ACEP to contributed capital in Holdings. The consulting agreement expires on June 20, 2013.Highgate is entitled to receive a $1.5 million per year base consulting fee for the periods through February 20, 2011 and a $1.0 million per year consulting fee for the periods after February 20, 2011, additional consulting fees up to $500,000 per year for periods after February 20, 2011 based on EBITDA results at the properties and development fees at 4% of the aggregate costs of any agreed upon development projects. We incurred Highgate fees of approximately $250,000 for both the three months ended March 31, 2013 and March 31, 2012. As of March 31, 2013 and December 31, 2012, there were no amounts due to Highgate.

On June 16, 2008, we entered into an agreement with Travel Tripper LLC, or TTL, to utilize their technology for online hotel reservations. TTL is owned by an affiliate of Goldman Sachs (9%), an affiliate of Highgate (9%) and an employee of Highgate (40%). From June 16, 2008 to July 31, 2010, TTL was paid 4% of room revenues booked utilizing its system. As of August 1, 2010, the fee paid to TTL was reduced to 2%. As of December 4, 2012, we no longer use Travel Tripper LLC’s services. We expensed fees of approximately $8,000 and $51,000 for the three months ended March 31, 2013 and March 31, 2012, respectively. As of March 31, 2013 and December 31, 2012, we owed TTL approximately $0 and $5,000, respectively.

Archon Group, LP, or Archon, formerly an affiliate of Goldman Sachs, provides various services to us such as environmental services and insurance brokers. Effective December 31, 2012, Archon became a division within Goldman Sachs. We expensed fees of approximately $5,000 and $19,000 for the three months ended March 31, 2013 and March 31, 2012, respectively. In addition, we provided construction management services to Archon for hotels managed by them. We recorded revenues of approximately $60,000 and $0 for the three months ended March 31, 2013 and March 31, 2012, respectively. As of March 31, 2013 and December 31, 2012, we owed Archon $0. As of March 31, 2013 and December 31, 2012, Archon owed us approximately $112,000 and $102,000, respectively.

On October 3, 2008, we entered into a participation agreement with Nor1, Inc., or Nor1, to utilize their technology to help sell perishable suite and room inventories. Nor1 gives the guest who books on-line the opportunity to book a non-guaranteed suite or upgraded rooms at a discounted rate if such is available at check-in. If the suite or upgraded room is awarded, Nor1 is paid 25% of the upgrade fee. Goldman Sachs owns less than 5% of Nor1. We expensed fees of approximately $6,000 and $10,000 for the three months ended March 31, 2013 and March 31, 2012, respectively. As of March 31, 2013 and December 31, 2012, we owed Nor1 approximately $2,000 and $1,000, respectively.

We follow a related party transaction approval policy for reviewing related person transactions. These procedures are intended to ensure that transactions with related persons are fair to us and in our best interests. If a proposed transaction appears to or does involve a related person, the transaction is presented to our audit committee for review. The audit committee is authorized to retain and pay such independent advisors as it deems necessary to properly evaluate the proposed transaction, including, without limitation, outside legal counsel and financial advisors to determine the fair value of the transaction.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 76,516	$ 63,169
Investments-restricted	211	211
Accounts receivable, net	4,533	3,519
Accounts receivable, net - related party	112	102
Other current assets	12,099	11,701
Total Current Assets	93,471	78,702
Property and equipment, net	1,093,747	1,097,638
Debt issuance costs, net	1,037	1,232
Intangible and other assets	15,662	15,967
Total Assets	1,203,917	1,193,539
Liabilities and Members' Equity
Accounts payable	4,878	4,979
Accrued expenses	27,372	16,959
Accounts payable and accrued expenses - related party	3	6
Accrued payroll and related expenses	13,217	11,415
Current portion of capital lease obligations	307	304
Total Current Liabilities	45,777	33,663
Long-Term Liabilities:
Long-term debt, net of unamortized discount	330,512	329,196
Capital lease obligations, less current portion	1,246	1,324
Total Long-Term Liabilities	331,758	330,520
Total Liabilities	377,535	364,183
Commitments and Contingencies
Members' Equity:
Members' Equity	826,382	829,356
Total Members' Equity	826,382	829,356
Total Liabilities and Members' Equity	$ 1,203,917	$ 1,193,539

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The Company

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Nature Of Operations [Text Block]

Note 1. The Company

American Casino & Entertainment Properties LLC, or ACEP, was formed in Delaware on December 29, 2003. As used in this Quarterly Report on Form 10-Q, the terms “ACEP”, “company”, “we”, “our”, “ours”, and “us” refer to American Casino & Entertainment Properties LLC and its subsidiaries, unless the context suggests otherwise. ACEP owns and operates the Stratosphere Casino Hotel & Tower, or the Stratosphere, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder in Las Vegas, Nevada, and the Aquarius Casino Resort, or the Aquarius, in Laughlin, Nevada.

On April 22, 2007, American Entertainment Properties Corp., or AEP, our former direct parent, entered into a Membership Interest Purchase Agreement, or the Agreement, with W2007/ACEP Holdings, LLC, or Holdings, an affiliate of Whitehall Street Real Estate Funds, or Whitehall, a series of real estate investment funds affiliated with Goldman, Sachs & Co., to sell all of our issued and outstanding membership interests to Holdings, for approximately $1.3 billion. Pursuant to the Assignment and Assumption Agreement, dated December 4, 2007, between Holdings and W2007/ACEP Managers Voteco, LLC, or Voteco, Holdings assigned all of its rights, obligations and interests under the Agreement to Voteco. Voteco’s acquisition of ACEP, or the Acquisition, closed at a purchase price of $1.2 billion on February 20, 2008.

On February 23, 2010, ACEP and ACEP Finance Corp., or ACEP Finance and, together with ACEP, the Issuers, completed an exchange offer registered with the Securities and Exchange Commission, or SEC, in which the Issuers issued approximately $374.9 million aggregate principal amount of their 11% Senior Secured Notes due 2014, or SEC-Registered Notes, in exchange for $374.9 million of their outstanding, 11% Senior Secured Notes due 2014, or the Unregistered Notes, issued in a transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, or the Securities Act. The SEC-Registered Notes have substantially identical terms to the Unregistered Notes, except that the SEC-Registered Notes were issued in a transaction registered under the Securities Act. The SEC-Registered Notes and the Unregistered Notes are collectively referred to herein as the 11% Senior Secured Notes.

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Basis of Presentation

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

Note 2. Basis of Presentation

The accompanying condensed consolidated financial statements included herein have been prepared by ACEP, without audit, in accordance with the accounting policies described in our 2012 audited consolidated financial statements and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments (consisting only of those of a normal recurring nature), which are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results to be expected for any future interim period or for the entire fiscal year.

These condensed consolidated financial statements should be read in conjunction with the notes to the 2012 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 21, 2013 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website at http://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website at http://www.acepllc.com.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of ACEP and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues:
Casino	$ 53,745	$ 54,003
Hotel	14,724	15,603
Food and beverage	17,090	16,508
Tower, retail, entertainment and other	7,565	7,660
Gross revenues	93,124	93,774
Less promotional allowances	6,774	6,625
Net revenues	86,350	87,149
Costs And Expenses:
Casino	16,703	16,794
Hotel	7,886	8,201
Food and beverage	13,146	12,367
Other operating expenses	2,701	2,817
Selling, general and administrative	29,461	28,425
Depreciation and amortization	8,296	8,652
Pre-opening costs	114	0
Gain on disposal of assets	(31)	(42)
Management fee - related party	250	250
Total costs and expenses	78,526	77,464
Income From Operations	7,824	9,685
Other Expense:
Interest expense	(10,798)	(11,051)
Total other expense	(10,798)	(11,051)
Net Loss	$ (2,974)	$ (1,366)

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Debt (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
11% Senior Secured Notes due June 15, 2014	$ 337,500	$ 337,500
Unamortized discount	(6,988)	(8,304)
Capital lease obligations	1,553	1,628
Total long-term debt and capital lease obligations	332,065	330,824
Current portion of capital lease obligations	(307)	(304)
Total long-term debt and capital lease obligations, net	$ 331,758	$ 330,520

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DOCUMENT AND ENTITY INFORMATION	3 Months Ended
	Mar. 31, 2013
Entity Registrant Name	American Casino & Entertainment Properties LLC
Entity Central Index Key	0001297735
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Debt (Details Textual) (USD $)	3 Months Ended		1 Months Ended		12 Months Ended
	Mar. 31, 2013	Feb. 23, 2010	Apr. 30, 2012 Senior Secured Notes 11 [Member]	May 31, 2011 Senior Secured Notes 11 [Member]	Dec. 31, 2010 Senior Secured Notes 11 [Member]	Dec. 31, 2009 Senior Secured Notes 11 [Member]	Feb. 23, 2010 Senior Secured Notes 11 [Member]	Aug. 14, 2009 Senior Secured Notes 11 [Member]
Debt Instrument, Interest Rate, Stated Percentage			11.00%	11.00%			11.00%	11.00%
Debt Instrument, Maturity Date						Jun. 15, 2014
Debt Instrument Maturity Date, Description					2014
Debt Instrument, Exchange of Unregistered Notes for Registered Notes		$ 374,900,000
Redemption Percentage			5.00%	5.00%
Redemption Price Percentage			102.00%	102.00%
Redemption Value			19,100,000	19,100,000
Interest Payable			773,000	951,000
Loss on debt redemption			1,100,000	1,400,000
Redemption Premium			375,000	375,000
Write Off Of Financing Costs And Discount			737,000	1,000,000
Non Guarantor Subsidiaries Percentage Description	less than 3%
Debt Instrument, Fair Value Disclosure	$ 340,900,000
Redeemed Percentage Of Principal Amount			5.00%	5.00%
Redemption Price Description On Change Of Control Events	If certain change of control events occur as specified in the Indenture, we must offer to repurchase the 11% Senior Secured Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the applicable repurchase date.
Redemption Price Percentage On Certain Events Of Loss	100.00%
Redemption Price Description On Certain Events Of Loss	we must offer to repurchase the 11% Senior Secured Notes at a repurchase price equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, as the case may be.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows From Operating Activities:
Net loss	$ (2,974)	$ (1,366)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	8,296	8,652
Amortization of debt issuance and debt discount costs	1,511	1,402
Gain on disposal of assets	(31)	(42)
Changes in operating assets and liabilities:
Accounts receivable, net	(1,014)	241
Other assets	(397)	(1,051)
Accounts payable and accrued expenses	11,650	11,481
Related party activity, net	(13)	195
Net Cash Provided by Operating Activities	17,028	19,512
Cash Flows From Investing Activities:
Acquisition of property and equipment	(3,665)	(5,282)
Proceeds from sale of property and equipment	59	45
Net Cash Used in Investing Activities	(3,606)	(5,237)
Cash Flows From Financing Activities:
Payments on capital lease obligation	(75)	(72)
Net Cash Used in Financing Activities	(75)	(72)
Net increase in cash and cash equivalents	13,347	14,203
Cash and cash equivalents - beginning of period	63,169	74,201
Cash and cash equivalents - end of period	76,516	88,404
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest, net of amounts capitalized	30	33
Supplemental Disclosures of Non-Cash Items:
Accrued capital expenditures	$ 464	$ 422

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

As of March 31, 2013 and December 31, 2012, we had the following intangible assets.

			(in thousands)
			March 31, 2013							December 31, 2012
			Gross					Net		Gross					Net
	Asset		Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
Amortizing intangible assets:	Life		Amount		Amortization			Amount		Amount		Amortization			Amount
Player Loyalty Plan		5 Years	$	7,450	$	(7,450	)		-	$	7,450	$	(7,201	)	$	249
Non-Compete Agreement		38 Months		1,045		(1,045	)		-		1,045		(990	)		55
			$	8,495	$	(8,495	)	$	-	$	8,495	$	(8,191	)	$	304
Non-amortizing intangible assets:
Trade Name								$	15,507						$	15,507
								$	15,507						$	15,811

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Legal Proceedings

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Legal Matters and Contingencies [Text Block]

Note 6. Legal Proceedings

We are, from time to time, a party to various legal proceedings arising out of our businesses. We believe, however, there are no proceedings pending or threatened against us, which, if determined adversely, would have a material adverse effect upon our financial condition, results of operations or liquidity.

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Related Party Transactions (Details Textual) (USD $)	1 Months Ended	3 Months Ended		12 Months Ended		1 Months Ended		3 Months Ended		12 Months Ended		25 Months Ended		3 Months Ended			3 Months Ended		12 Months Ended
	Feb. 28, 2011	Mar. 31, 2013 Highgate [Member]	Mar. 31, 2012 Highgate [Member]	Dec. 31, 2008 Highgate [Member]	Dec. 31, 2012 Highgate [Member]	Feb. 28, 2011 Highgate [Member] February 20 2011 [Member]	Feb. 28, 2011 Highgate [Member] After February 20 2011 [Member]	Mar. 31, 2013 Travel Tripper Llc [Member]	Mar. 31, 2012 Travel Tripper Llc [Member]	Dec. 31, 2010 Travel Tripper Llc [Member]	Dec. 31, 2008 Travel Tripper Llc [Member]	Jul. 31, 2010 Travel Tripper Llc [Member]	Dec. 31, 2012 Travel Tripper Llc [Member]	Mar. 31, 2013 Archon Group, Lp [Member]	Mar. 31, 2012 Archon Group, Lp [Member]	Dec. 31, 2012 Archon Group, Lp [Member]	Mar. 31, 2013 Nor1 [Member]	Mar. 31, 2012 Nor1 [Member]	Dec. 31, 2008 Nor1 [Member]	Dec. 31, 2012 Nor1 [Member]
Membership Interest Percentage				less than 5%
Consulting Agreement Expire Date				Jun. 20, 2013
Consulting Fees Per Year						$ 1,500,000	$ 1,000,000
Additional Consulting Fees							500,000
Properties and Development Fees Percentage	4.00%
Consulting Fees		250,000	250,000
Due to Related Parties		0			0			0					5,000	0		0	2,000			1,000
Due from Related Parties														112,000		102,000
Ownership Percentage Description											TTL is owned by an affiliate of Goldman Sachs (9%), an affiliate of Highgate (9%) and an employee of Highgate (40%).
Room Revenue Percentage												4.00%
Service Fee Percentage Reduced										2.00%
Costs and Expenses, Related Party								8,000	51,000					5,000	19,000		6,000	10,000
Construction Management Revenue														$ 60,000	$ 0
Upgrade Fee Percentage																			25.00%
Ownership Percentage																			5.00%

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Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Long-term debt and capital lease obligations consist of the following:

	As of			As of
	March 31, 2013			December 31, 2012
	(In thousands)
11% Senior Secured Notes due June 15, 2014	$	337,500		$	337,500
Unamortized discount		(6,988	)		(8,304	)
Capital lease obligations		1,553			1,628
Total long-term debt and capital lease obligations		332,065			330,824
Current portion of capital lease obligations		(307	)		(304	)
Total long-term debt and capital lease obligations, net	$	331,758		$	330,520

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The Company (Details Textual) (USD $)	12 Months Ended				12 Months Ended
	Dec. 31, 2007	Dec. 31, 2003	Feb. 23, 2010	Feb. 20, 2008	Dec. 31, 2010 Senior Secured Notes 11 [Member]	Apr. 30, 2012 Senior Secured Notes 11 [Member]	May 31, 2011 Senior Secured Notes 11 [Member]	Feb. 23, 2010 Senior Secured Notes 11 [Member]	Aug. 14, 2009 Senior Secured Notes 11 [Member]
Entity Incorporation, Date Of Incorporation		Dec. 29, 2003
Business Acquisition, Date of Acquisition Agreement	Apr. 22, 2007
Assignment and Assumption Agreement Date Of Agreements	Dec. 04, 2007
Announced Sale Agreement Price	$ 1,300,000,000
Agreement Purchase Price				1,200,000,000
Debt Instrument, Exchange of Unregistered Notes for Registered Notes			$ 374,900,000
Debt Instrument, Interest Rate, Stated Percentage						11.00%	11.00%	11.00%	11.00%
Debt Instrument Maturity Date, Description					2014

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Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Amortizing intangible assets:
Gross Carrying Amount	$ 8,495	$ 8,495
Accumulated Amortization	(8,495)	(8,191)
Net Carrying Amount	0	304
Non-amortizing intangible assets:
Net Carrying Amount	15,507	15,507
Intangible Assets, Net (Excluding Goodwill)	15,507	15,811
Player Loyalty Plan [Member]
Amortizing intangible assets:
Asset Life	5 years
Gross Carrying Amount	7,450	7,450
Accumulated Amortization	(7,450)	(7,201)
Net Carrying Amount	0	249
Non Compete Agreement [Member]
Amortizing intangible assets:
Asset Life	38 months
Gross Carrying Amount	1,045	1,045
Accumulated Amortization	(1,045)	(990)
Net Carrying Amount	$ 0	$ 55

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CONDENSED CONSOLIDATED STATEMENT OF MEMBERS' EQUITY (USD $) In Thousands	Common Class A [Member]	Common Class B [Member]	Total
Balances at Dec. 31, 2012	$ 0	$ 829,356	$ 829,356
Net loss	0	(2,974)	(2,974)
Balances at Mar. 31, 2013	$ 0	$ 826,382	$ 826,382

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Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 5. Debt

Long-term debt and capital lease obligations consist of the following:

	As of			As of
	March 31, 2013			December 31, 2012
	(In thousands)
11% Senior Secured Notes due June 15, 2014	$	337,500		$	337,500
Unamortized discount		(6,988	)		(8,304	)
Capital lease obligations		1,553			1,628
Total long-term debt and capital lease obligations		332,065			330,824
Current portion of capital lease obligations		(307	)		(304	)
Total long-term debt and capital lease obligations, net	$	331,758		$	330,520

11% Senior Secured Notes

On August 14, 2009, we issued the 11% Senior Secured Notes pursuant to the Indenture. The 11% Senior Secured Notes mature on June 15, 2014 and bear interest at a rate of 11% per annum. Interest is computed on the basis of a 360-day year composed of twelve 30-day months and is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2009. The obligations are jointly, severally and unconditionally guaranteed by all of the subsidiaries of ACEP other than ACEP Finance and will be so guaranteed by any future domestic subsidiaries of ACEP, subject to certain exceptions. The 11% Senior Secured Notes are collateralized by substantially all fee and leasehold real property comprising the Stratosphere, the Aquarius, Arizona Charlie’s Decatur and Arizona Charlie’s Boulder. 

On February 23, 2010, the Issuers completed an exchange offer registered with the SEC in which the Issuers issued approximately $374.9 million aggregate principal amount of their SEC-Registered Notes in exchange for $374.9 million of their Unregistered Notes. The SEC-Registered Notes have substantially identical terms to the Unregistered Notes, except that the SEC-Registered Notes were issued in a transaction registered under the Securities Act.

On May 31, 2011, the Issuers completed a redemption of five percent (5%) of aggregate principal amount of the 11% Senior Secured Notes pursuant to paragraph 5(b) of the 11% Senior Secured Notes and the redemption provisions of the Indenture (Section 3.07(b)). The redemption price for the 11% Senior Secured Notes was 102% of the principal amount of the 11% Senior Secured Notes redeemed, or $19.1 million, plus accrued interest to the redemption date of approximately $951,000. Interest on the 11% Senior Secured Notes called for redemption ceased to accrue on and after the redemption date. As a result of the redemption, a loss of $1.4 million was recognized. The loss is comprised of the redemption premium of $375,000 and a proportionate write-off of debt issuance and debt discount costs of $1.0 million.

On April 30, 2012, the Issuers completed a redemption of five percent (5%) of aggregate principal amount of the 11% Senior Secured Notes pursuant to paragraph 5(b) of the 11% Senior Secured Notes and the redemption provisions of the Indenture (Section 3.07(b)). The redemption price for the 11% Senior Secured Notes was 102% of the principal amount of the 11% Senior Secured Notes redeemed, or $19.1 million, plus accrued interest to the redemption date of approximately $773,000. Interest on the 11% Senior Secured Notes called for redemption ceased to accrue on and after the redemption date. As a result of the redemption, a loss of $1.1 million was recognized. The loss is comprised of the redemption premium of $375,000 and a proportionate write-off of debt issuance and debt discount costs of $737,000.

In accordance with positions established by the SEC, separate financial information with respect to the parent, co-issuer, guarantor subsidiaries and non-guarantor subsidiaries is not required as the parent and co-issuer have no independent assets or operations, the guarantees are full and unconditional and joint and several, and the total assets, stockholders’ equity, revenues, income from operations before income taxes and cash flows from operating activities of the non-guarantor subsidiaries is less than 3% of ACEP’s consolidated amounts.

The fair value of our debt is estimated based on market prices for the same or similar issues. The estimated fair value of the 11% Senior Secured Notes was approximately $340.9 million as of March 31, 2013.

On or after June 15, 2013, we may redeem the 11% Senior Secured Notes at par value, or 100% of the principal amount, plus accrued and unpaid interest to the applicable call date.

If certain change of control events occur as specified in the Indenture, we must offer to repurchase the 11% Senior Secured Notes at a repurchase price equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the applicable repurchase date.

If ACEP or its subsidiaries sell assets under certain circumstances or experience certain events of loss, we must offer to repurchase the 11% Senior Secured Notes at a repurchase price equal to 100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, as the case may be.

We are bound by certain covenants contained and defined in the Indenture that requires us to file quarterly and annual reports, and among other things, restricts our ability to:

· declare or pay dividends and distributions on our equity interests, purchase, redeem, or otherwise retire for value any equity interest, make payments on debt, or make investments;

· incur indebtedness or issue preferred stock;

· sell, create liens, or otherwise encumber our assets or equity interests; and

· enter into transactions with affiliates.

These covenants contained in the Indenture are subject to a number of important limitations and exceptions.

The Indenture provides for events of default, including, but not limited to, cross defaults to certain other debt of ACEP and its subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding 11% Senior Secured Notes will become due and payable immediately without further action or notice. Management believes that we are in compliance with the provisions of the Indenture as of March 31, 2013 and the date of this filing.