10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

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

For the quarterly period ended June 30, 2014

OR

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

For the transition period from __________to ____________

Commission File Number: 000-52975

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 ý 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 ý 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 q	Accelerated filer q
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company q

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

TABLE OF CONTENTS

			Page
Part I		Financial Information	1
	Item 1.	Unaudited Condensed Consolidated Financial Statements	1
		Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013	1
		Condensed Consolidated Statements of Operations (unaudited) for the Three months ended June 30, 2014 and June 30, 2013	2
		Condensed Consolidated Statements of Operations (unaudited) for the Six months ended June 30, 2014 and June 30, 2013	3
		Condensed Consolidated Statements of Cash Flows (unaudited) for the Six months ended June 30, 2014 and June 30, 2013	4
		Condensed Consolidated Statement of Members’ Equity (unaudited) for the Six months ended June 30, 2014	5
		Notes to Condensed Consolidated Financial Statements (unaudited)	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
	Item 4.	Controls and Procedures	22
Part II		Other Information	23
	Item 6.	Exhibits	23

i

PART I-FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of June 30, 2014		As of December 31, 2013
	(Unaudited)
	(In thousands)
Assets
Current Assets:
Cash and cash equivalents	$	66,964	$	55,151
Investments - restricted	211		211
Accounts receivable, net	5,332		3,953
Accounts receivable, net - related party	—		8
Other current assets	12,224		12,133
Total Current Assets	84,731		71,456
Property and equipment, net	1,071,815		1,080,069
Debt issuance costs, net	10,480		8,115
Intangible and other assets, net	15,608		15,627
Total Assets	$	1,182,634	$	1,175,267
Liabilities and Members' Equity
Current Liabilities:
Accounts payable	$	6,384	$	6,034
Accrued expenses	13,149		13,758
Accounts payable and accrued expenses - related party	1		1
Accrued payroll and related expenses	10,668		11,413
Current portion of long-term debt	2,150		2,150
Current portion of capital lease obligations	217		376
Total Current Liabilities	32,569		33,732
Long-Term Liabilities:
Long-term debt, net of unamortized discount	319,981		320,784
Long-term debt - related party	5,669		5,582
Capital lease obligations, less current portion	948		948
Total Long-Term Liabilities	326,598		327,314
Total Liabilities	359,167		361,046
Commitments and Contingencies
Members' Equity:
Members' Equity	823,467		814,221
Total Members' Equity	823,467		814,221
Total Liabilities and Members' Equity	$	1,182,634	$	1,175,267

See notes to condensed consolidated financial statements.

1

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended June 30,
	2014			2013
	(Unaudited) (In thousands)
Revenues:
Casino	$	49,537		$	50,764
Hotel	19,279			17,881
Food and beverage	18,609			17,773
Tower, retail, entertainment and other	8,523			8,543
Gross revenues	95,948			94,961
Less promotional allowances	6,526			6,543
Net revenues	89,422			88,418
Costs And Expenses:
Casino	15,850			16,097
Hotel	8,889			8,467
Food and beverage	14,138			13,523
Other operating expenses	2,919			2,930
Selling, general and administrative	32,150			28,132
Depreciation and amortization	7,311			7,958
(Gain) loss on disposal of assets	(9		)	28
Management fee - related party	—			250
Total costs and expenses	81,248			77,385
Income From Operations	8,174			11,033
Other Expense:
Interest expense	(6,396		)	(10,936		)
Interest expense - related party	(96		)	—
Total other expense	(6,492		)	(10,936		)
Net Income	$	1,682		$	97

See notes to condensed consolidated financial statements.

2

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Six months ended June 30,
	2014			2013
	(Unaudited) (In thousands)
Revenues:
Casino	$	102,814		$	104,509
Hotel	36,280			32,605
Food and beverage	36,435			34,863
Tower, retail, entertainment and other	16,414			16,108
Gross revenues	191,943			188,085
Less promotional allowances	13,510			13,317
Net revenues	178,433			174,768
Costs And Expenses:
Casino	32,362			32,800
Hotel	17,136			16,353
Food and beverage	27,622			26,669
Other operating expenses	5,912			5,631
Selling, general and administrative	61,261			57,593
Depreciation and amortization	14,662			16,254
Pre-opening costs	—			114
Gain on disposal of assets	(27		)	(3		)
Management fee - related party	—			500
Total costs and expenses	158,928			155,911
Income From Operations	19,505			18,857
Other Expense:
Interest expense	(13,013		)	(21,734		)
Interest expense - related party	(289		)	—
Total other expense	(13,302		)	(21,734		)
Net Income (Loss)	$	6,203		$	(2,877	)

See notes to condensed consolidated financial statements.

3

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,
	2014			2013
	(Unaudited) (In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	6,203		$	(2,877	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	14,662			16,254
Amortization of debt issuance and debt discount costs	1,118			3,070
Gain on disposal of assets	(27		)	(3		)
Share-based compensation expense	3,043			—
Changes in operating assets and liabilities:
Accounts receivable, net	(1,379		)	(783		)
Other assets	(72		)	437
Accounts payable and accrued expenses	(1,209		)	(266		)
Related party activity, net	8			10
Net Cash Provided by Operating Activities	22,347			15,842
Cash Flows From Investing Activities:
Acquisition of property and equipment	(6,215		)	(5,846		)
Proceeds from sale of property and equipment	39			108
Net Cash Used in Investing Activities	(6,176		)	(5,738		)
Cash Flows From Financing Activities:
Deferred financing costs	(3,124		)	(376		)
Payments on notes payable	(1,075		)	—
Payments on capital lease obligation	(159		)	(151		)
Net Cash Used in Financing Activities	(4,358		)	(527		)
Net increase in cash and cash equivalents	11,813			9,577
Cash and cash equivalents - beginning of period	55,151			63,169
Cash and cash equivalents - end of period	$	66,964		$	72,746
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest, net of amounts capitalized	$	12,181		$	18,560
Supplemental Disclosures of Non-Cash Items:
Accrued capital expenditures	$	205		$	9

See notes to condensed consolidated financial statements.

4

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

CONDENSED CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

(Unaudited)

(In thousands)

	Class A Equity		Class B Equity		Total Equity
Balance at December 31, 2013	$	—	$	814,221	$	814,221
Net income	—		6,203		6,203
Share-based compensation	—		3,043		3,043
Balance at June 30, 2014	$	—	$	823,467	$	823,467

See notes to condensed consolidated financial statements.

5

AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note1. 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.

Note2. 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 2013 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 2013 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 31, 2014 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website athttp://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website athttp://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.

Recently Issued Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This update amends current guidance to require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and that existing guidance for performance conditions should be used to account for such awards. The amendments in this update will be effective for annual periods beginning after December 15, 2015, with early adoption permitted. This standard is not expected to have an impact on our financial statements.

Note 3. Related Party Transactions

On August 14, 2009, we issued an aggregate principal amount of $375 million of 11% Senior Secured Notes. On July 3, 2013 and August 2, 2013 we redeemed the outstanding aggregate principal amount of the 11% Senior Secured Notes with a portion of the proceeds from the incurrence of the First Lien Term Loans and Second Lien Term Loans. During the three months and six months ended June 30, 2014, we paid Goldman Sachs approximately $0 and $674,000, respectively, in fees associated with the repricing of the First Lien Facilities.

6

In addition, during the three months and six months ended June 30, 2014, we paid Goldman Sachs approximately $96,000 and $289,000, respectively in interest on the First Lien Term Loans and Second Lien Term Loans. As of June 30, 2014, Goldman Sachs owned approximately $570,000 of the First Lien Term Loans, $5.1 million of the Second Lien Term Loans and committed to provide up to $5 million of the Revolving Credit Facility. As of June 30, 2014 and December 31, 2013, there were no amounts due to Goldman Sachs.

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 expired on June 20, 2013.

Highgate was 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 $0 and $250,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. We incurred Highgate fees of approximately $0 and $500,000 for the six months ended June 30, 2014 and June 30, 2013. As of June 30, 2014 and December 31, 2013, 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 TTL’s services. We expensed fees of $0 for the three months ended June 30, 2014 and June 30, 2013. We expensed fees of approximately $0 and $8,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, there were no amounts due to TTL.

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 $0 and $17,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. We expensed fees of approximately $0 and $22,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. In addition, we provided construction management services to Archon for hotels managed by them. We recorded revenues of $0 for the three months and six months ended June 30, 2014, compared to approximately $133,000 and $193,000 for the three months and six months ended June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, we owed Archon $0. As of June 30, 2014 and December 31, 2013, Archon owed us approximately $0 and $8,000, 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 $5,000 and $8,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. We expensed fees of approximately $12,000 and $14,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, we owed Nor1 approximately $1,000.

We follow a related party transaction approval policy for reviewing related party transactions. These procedures are intended to ensure that transactions with related parties are fair to us and in our best interests. If a proposed transaction appears to or does involve a related party, 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 indefinite-lived intangible assets consist of trade names. Intangible assets are recorded at cost or at fair value on the date of acquisition.

7

As of June 30, 2014 and December 31, 2013, we had the following indefinite-lived intangible assets.

	(in thousands)
	June 30, 2014		December 31, 2013
	Carrying Amount		Carrying Amount
Non-amortizing intangible assets:
Trade Name	$	15,507	$	15,507
	$	15,507	$	15,507

8

Note 5. Debt

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

	As of June 30, 2014			As of December 31, 2013
	(In thousands)
First Lien Term Loans due July 3, 2019, interest at a 3.50% margin above LIBOR, with a 1.00% LIBOR floor	$	212,850		$	213,925
Second Lien Term Loans due January 3, 2020, interest at a 10.00% margin above LIBOR, with a 1.25% LIBOR floor	120,000			120,000
First Lien Revolving Credit Facility	—			—
Unamortized discount	(5,050		)	(5,409		)
Capital lease obligations	1,165			1,324
Total long-term debt and capital lease obligations	328,965			329,840
Current portion of long-term debt and capital lease obligations	(2,367		)	(2,526		)
Total long-term debt and capital lease obligations, net	$	326,598		$	327,314

On July 3, 2013, we issued First Lien Facilities in an aggregate principal amount of $230 million and Second Lien Term Loans in an aggregate principal amount of $120 million. The First Lien Facilities consist of an aggregate amount of $215 million First Lien Term Loans and a $15 million Revolving Credit Facility. A portion of the proceeds of the First Lien Term Loans and Second Lien Term Loans were used together with cash on hand to purchase the outstanding 11% Senior Secured Notes that were tendered prior to July 3, 2013. The remaining proceeds were used to redeem the remaining outstanding 11% Senior Secured Notes on August 2, 2013.

First Lien Facilities

On July 3, 2013, the Company and certain of its subsidiaries, or the Guarantors, entered into a First Lien Credit and Guaranty Agreement, or First Lien Credit Agreement, with the First Lien Lenders, Deutsche Bank AG New York Branch, or DBNY, as administrative agent, collateral agent and documentation agent, and Goldman Sachs Lending Partners LLC, or Goldman Sachs, and Deutsche Bank Securities Inc., or DBSI, as joint lead arrangers, joint bookrunners and co-syndication agents. The Guarantors pledged as collateral all of the real, personal and mixed property, including equity interests, in which liens are purported to be granted pursuant to the collateral documents for the First Lien Facilities. Pursuant to the terms of the First Lien Credit Agreement, the First Lien Lenders provided the Company with senior secured loan facilities in an aggregate principal amount of $230 million, consisting of $215 million of senior secured term loans, or First Lien Term Loans, and a $15 million senior secured revolving credit facility, or Revolving Facility (the Revolving Facility together with the First Lien Term Loans, the “First Lien Facilities”).

The maturity date of the First Lien Term Loans is the earliest to occur of (i) July 3, 2019 and (ii) the acceleration of the First Lien Term Loans. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in one month, two month or three month periods or any other period acceptable to the administrative agent. As of June 30, 2014, all outstanding First Lien Term Loans are eurodollar loans. We may at the expiration of any interest period convert all or a portion of the First Lien Term Loans to Base Rate loans. The First Lien Term Loans are subject to scheduled principal payments on the last day of each calendar quarter on and after September 30, 2013 in an amount equal to 0.25% of the original principal balance. The First Lien Term Loans are also subject to annual principal payments equal to 75%, 50%, 25%, 0% (depending on the Company’s Total Leverage Ratio) of the Company’s excess of cash flow earned during a calendar year. The Company was not required to make a payment resulting from excess cash flow for the period of August 1, 2013 through December 31, 2013. In addition, we may at any time make voluntary principal prepayments to the First Lien Term Loans in amounts of $1 million or greater.

On February 24, 2014, we entered into an amendment of the First Lien Credit Agreement. Among other changes, the amendment reduced the interest rate on the Term Loans by 125 basis points per annum. Interest will accrue, at our election, (i) at the adjusted eurodollar rate plus 3.50% per annum or (ii) at the Base Rate plus 2.50% per annum. Additionally, the minimum adjusted eurodollar rate was reduced by 25 basis points from 1.25% per annum to 1.00% per annum.

9

The maturity date of the Revolving Facility is the earliest to occur of (i) July 3, 2018 or (ii) the acceleration of the Revolving Facilities. The Revolving Facilities bear interest at a Base Rate plus an applicable margin that is 2.75%, 3.25% or 3.75% per annum (depending on the Company’s First Lien Leverage Ratio) or the reserve-adjusted eurodollar rate plus an applicable margin that is 3.75%, 4.25% or 4.75% per annum (depending on the Company’s First Lien Leverage Ratio). We will also pay a commitment fee equal to the applicable revolving commitment fee percentage times the average daily difference between the revolving commitments and the aggregate principal amount of any outstanding revolving loans. The applicable revolving commitment fee percentage is either 0.375% or 0.500% per annum (depending on the Company’s First Lien Leverage Ratio). Interest and commitment fees are computed on the basis of a 360-day year and the actual number of days between interest periods with interest and commitment fees payable in one month, two month or three month periods or any other period acceptable to the administrative agent. We may at the expiration of any interest period convert all or a portion of the Revolving Facility to Base Rate loans or eurodollar loans. We may at any time request voluntary commitment reductions to the Revolving Facility in amounts of $1 million or greater.

As of June 30, 2014 and December 31, 2013, there were no borrowings outstanding under the Revolving Facility.

The First Lien Credit Agreement includes a number of covenants that place restrictions on how we may operate our business, including, among others (i) restrictions on incurring other indebtedness and liens; (ii) leverage and financial maintenance covenants; and (iii) restrictions on capital expenditures, distributions, investments, acquisitions, significant asset disposals or making fundamental changes to our business. As of June 30, 2014, we were in compliance with our First Lien Credit Agreement covenants.

Second Lien Term Loans

On July 3, 2013, the Company and the Guarantors entered into a Second Lien Credit and Guaranty Agreement, or Second Lien Credit Agreement, together with the First Lien Credit Agreement, the Credit Agreements, with the Second Lien Lenders, DBNY, as administrative agent, collateral agent and documentation agent, and Goldman Sachs and DBSI, as joint lead arrangers, joint bookrunners and co-syndication agents. The Guarantors pledged as collateral all of the real, personal and mixed property, including equity interests, in which liens are purported to be granted pursuant to the collateral documents for the Second Lien Term Loans. Pursuant to the terms of the Second Lien Credit Agreement, the Second Lien Lenders provided the Company with secured second lien term loans in the aggregate principal amount of $120 million, the Second Lien Term Loans. The maturity date of the Second Lien Term Loans is the earliest to occur of (i) January 3, 2020 or (ii) the acceleration of the Second Lien Term Loans. The Second Lien Term Loans bear interest either at a Base Rate plus 9.00% per annum or at the reserve-adjusted eurodollar rate plus 10.00% per annum. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in either one month, two month or three month periods or any other period acceptable to the administrative agent. As of June 30, 2014, all Second Lien Term Loans were eurodollar rate loans. We may at the expiration of any interest period convert all or a portion of the Second Lien Term Loans to Base Rate loans.

The Second Lien Credit Agreement includes a number of covenants that place restrictions on how we may operate our business, including, among others (i) restrictions on incurring other indebtedness and liens; (ii) leverage and financial maintenance covenants; and (iii) restrictions on capital expenditures, distributions, investments, acquisitions, significant asset disposals or making fundamental changes to our business. As of June 30, 2014, we were in compliance with our Second Lien Credit Agreement covenants.

11% Senior Secured Notes

On August 14, 2009, we issued the 11% Senior Secured Notes pursuant to the Indenture. The 11% Senior Secured Notes would have matured on June 15, 2014 and bore interest at a rate of 11% per annum. Interest was computed on the basis of a 360-day year composed of twelve 30-day months and was payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2009.

On June 7, 2013, the Issuers commenced a cash tender offer to purchase any and all of the outstanding 11% Senior Secured Notes due 2014. On July 3, 2013, the issuers purchased $233.1 million in aggregate principal amount of the 11% Senior Secured Notes, plus interest, pursuant to the tender offer. On July 3, 2013, the Issuers also called for redemption of all of the outstanding 11% Senior Secured Notes not purchased pursuant to the tender offer to purchase the 11% Senior Secured Notes. On August 2, 2013, the Issuers redeemed the remaining $104.4 million in aggregate principal amount of the 11% Senior Secured Notes, plus interest, pursuant to the call. We recognized a loss of approximately $7.8 million during the three months ended September 30, 2013 in connection with the redemption of the outstanding 11% Senior Secured Notes.

10

On July 3, 2013, the Company also exercised its right to satisfy and discharge the Indenture. As a result of the satisfaction and discharge of the Indenture, the Company, ACEP Finance Corp. and the guarantors have been released from their remaining obligations under the Indenture and the 11% Senior Secured Notes.

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.

Note 7. Share-Based Compensation

The Company accounts for share-based compensation under ASC 718, Compensation-Stock Compensation. We recognized share-based compensation expenses of $3.0 million for the three and six months ended June 30, 2014 compared to $0 for the three and six months ended June 30, 2013. These amounts are included in selling, general and administrative expenses in our condensed consolidated statements of operations.

On March 26, 2014, our Board of Directors approved the grant of 13,035,000 stock options and 2,500,000 restricted stock units, or RSU's, to executive officers and certain key employees. Stock options primarily vest ratably over four years and include a performance condition; the stock options expire 10 years from the grant date. RSU's only vest upon a qualifying event.

As of June 30, 2014, we have approximately $1.0 million of unrecognized incentive expense related to nonvested stock options that is expected to be recognized over a weighted-average period of approximately six months.

A summary of stock option activity for the six months ended June 30, 2014 is as follows:

	Options	Range of Exercise Prices		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life
						(in years)
Outstanding at December 31, 2013	—	$	—	$	—	—
Granted	13,035,000	1.00		1.00		9.75
Exercised	—	—		—		—
Expired	—	—		—		—
Forfeited	—	—		—		—
Outstanding at June 30, 2014	13,035,000	$	1.00	$	1.00	9.75
Vested or expected to vest at June 30, 2014	3,258,750	$	1.00	$	1.00	9.75
Exercisable at June 30, 2014	3,258,750	$	1.00	$	1.00	9.75

The fair value of each stock option granted under the W2007/ACEP Holdings, LLC 2013 Management Incentive Plan

is estimated on the date of the grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

Assumptions:
Expected term (years)	5.5
Risk-free interest rate	1.93	%
Expected volatility	81	%
Dividend yield	NA

11

A summary of RSU activity for the six months ended June 30, 2014 is as follows:

	RSUs	Fair Value
Outstanding at December 31, 2013	—	$	—
Granted	2,500,000	1.00
Exercised	—	—
Canceled	—	—
Vested	—	—
Outstanding at June 30, 2014	2,500,000	$	1.00

12

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 31, 2014 (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, 2013.

Overview

We own and operate four gaming and entertainment properties in Clark County, Nevada. These 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 locals and tourists. 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 51.6% of our gross revenue for the three months ended June 30, 2014 was generated from our gaming operations. Hotel and food and beverage sales generated similar percentages of our gross revenue during the three months ended June 30, 2014, with hotel sales representing 20.1% and food and beverage sales representing 19.4%. 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.

13

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.

14

Results of Operations

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

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

	Three months ended June 30,
	2014		2013
	(in millions)
Income Statement Data:
Revenues:
Casino	$	49.5	$	50.7
Hotel	19.3		17.9
Food and beverage	18.6		17.8
Tower, retail, entertainment and other	8.5		8.5
Gross revenues	95.9		94.9
Less promotional allowances	6.5		6.5
Net revenues	89.4		88.4
Costs and expenses:
Casino	15.9		16.1
Hotel	8.9		8.5
Food and beverage	14.1		13.5
Other operating expenses	2.9		2.9
Selling, general and administrative	32.1		28.4
Depreciation and amortization	7.3		8.0
Total costs and expenses	81.2		77.4
Income from operations	$	8.2	$	11.0
EBITDA Reconciliation:
Net income	$	1.7	$	0.1
Interest expense	6.5		10.9
Depreciation and amortization	7.3		8.0
EBITDA	$	15.5	$	19.0

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 increased 1.1% to $95.9 million for the three months ended June 30, 2014 from $94.9 million for the three months ended June 30, 2013. Our consolidated income from operations and EBITDA decreased 25.5% and 18.4% to $8.2 million and $15.5 million for the three months ended June 30, 2014 compared to $11.0 million and $19.0 million for the three months ended June 30, 2013, respectively. The increase in our gross revenues is due primarily to higher hotel and food and beverage revenues caused by higher occupancy for the hotel and higher food covers for food and beverage. The decrease in income from operations and EBITDA is due primarily to share-based compensation expense of $3.0 million for the three months ended June 30 2014 compared to none for the three months ended June 30, 2013.

15

For the three months ended June 30, 2014 and 2013, certain expenses had an impact on income from operations and EBITDA. For the three months ended June 30, 2014 our Selling, General and Administrative ("SG&A") expense included a $3.0 million non-cash expense for share-based compensation as well as an increase of approximately $452,000 in advertising and marketing related expenses, $122,000 in legal fees and $122,000 in utilities. In addition, for the three months ended June 30, 2014, our sales tax expense decreased by $246,000 compared to the same period in 2013. The decrease in sales tax is related to 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 which was subsequently rescinded in July 2013. In addition, ACEP Interactive, our licensed internet gaming subsidiary, spent approximately $186,000 during the second quarter of 2014 to operate acePLAYPoker.com, which became operational in February 2013, compared to approximately $195,000 in the second quarter of 2013.

Casino

Casino revenues consist of revenues from slot machines, table games, poker, race and sports book, bingo and keno. Casino revenues decreased 2.4% to $49.5 million for the three months ended June 30, 2014, compared to $50.7 million for the three months ended June 30, 2013. Our slot revenues decreased 2.8% while table revenues increased 3.4%. Slot revenues decreased due to a 4.0% decrease in coin-in and table revenues increased due to a 0.3 percentage point increase in hold compared to the three months ended June 30, 2013. For the three months ended June 30, 2014, slot machine revenues were 85.3% of casino revenues, and table game revenues were 12.1% of casino revenues, compared to 85.4% and 11.4% of casino revenues, respectively, for the three months ended June 30, 2013. Other casino revenues, consisting of race and sports book, poker, bingo and keno, decreased 13.3% for the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Bingo revenues decreased 60.5% due to a 4.7 percentage point decrease in hold percentage and a 7.8% decrease in patrons. Race and sports book revenues increased 16.6% compared to the three months ended June 30, 2013 due to a combination of a 5.2% increase in handle and a 1.3 percentage point increase in hold percentage. Casino operating expenses decreased 1.2% to $15.9 million for the three months ended June 30, 2014, compared to $16.1 million for the three months ended June 30, 2013. The decrease in expenses was due primarily to lower revenue taxes, supplies, repair and maintenance expenses and labor costs. Our casino operating margin was 67.9% for the three months ended June 30, 2014, compared to 68.2% for the three months ended June 30, 2013.

Hotel

Hotel revenues increased 7.8% to $19.3 million for the three months ended June 30, 2014 from $17.9 million for the three months ended June 30, 2013. Occupancy increased for all properties while average daily room rates increased for Arizona Charlie’s Decatur and Arizona Charlie’s Boulder. In addition, the increase in revenue was aided by a 47.1% increase in resort fee revenue at the Stratosphere. The resort fee at the Stratosphere was increased in April of 2013 and again in May of 2014. Overall room occupancy increased to 72.5% for the three months ended June 30, 2014 compared to 68.5% for the three months ended June 30, 2013.  Our hotel expenses increased 4.7% to $8.9 million for the three months ended June 30, 2014, compared to $8.5 million for the three months ended June 30, 2013 due primarily to higher labor costs and supplies expense. The increased costs were related to higher occupancy during the second quarter of 2014 compared to the second quarter of 2013. Due to the increase in revenues, our hotel operating margin increased to 53.9% for the three months ended June 30, 2014 as compared to 52.5% for the three months ended June 30, 2013.

Food & Beverage

Food and beverage revenues increased 4.5% to $18.6 million for the three months ended June 30, 2014, compared to $17.8 million for the three months ended June 30, 2013.  Revenues increased at all properties. Overall, food covers and beverage covers increased 5.9% and decreased 3.5%, respectively, for the three months ended June 30, 2014, compared to the three months ended June 30, 2013.  Average revenue per cover for the three months ended June 30, 2014 decreased 1.2% compared to the three months ended June 30, 2013. Our food and beverage expenses increased 4.4% to $14.1 million for the three months ended June 30, 2014 compared to $13.5 million for the three months ended June 30, 2013 due to higher food and beverage cost of goods and labor costs. Our food and beverage operating margin was 24.2% for both the three months ended June 30, 2014 and 2013.

16

Tower, Retail, Entertainment and Other

Tower, retail, entertainment and other revenues of $8.5 million for the three months ended June 30, 2014, were unchanged compared to the three months ended June 30, 2013. Tower revenues increased 4.4% for the three months ended June 30, 2014, compared to the three months ended June 30, 2013. Sky Jump revenues increased 6.3% due to a 7.0% increase in patrons. Tower guests increased 2.1% and revenue per guest increased 2.3% compared to the three months ended June 30, 2013. Entertainment revenue declined 46.2% for the three months ended June 30, 2014, compared to the three months ended June 30, 2013 due primarily to fewer events at the Aquarius and for the Stratosphere a 43.9% decrease in patrons. Retail revenue increased 4.9% for the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Other operating revenue decreased 8.1% for the three months ended June 30, 2014 compared to the three months ended June 30, 2013. Other operating revenues declined due to a 50.7% decrease in project development revenue. Project development revenues consist of revenues received in exchange for construction management services provided to certain hotel and gaming entities. Other operating expenses of $2.9 million for the three months ended June 30, 2014 were unchanged compared to the three months ended June 30, 2013 as higher labor costs were offset by reduced entertainment 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 13.1% for the three months ended June 30, 2014 from 12.8% for the three months ended June 30, 2013. The increase in promotional allowances as a percentage of casino revenues was due to the decline in casino revenues.

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 13.0% to $32.1 million, or 33.5% of gross revenues, for the three months ended June 30, 2014, compared to $28.4 million, or 29.9% of gross revenues for the three months ended June 30, 2013. The increase was due to a $3.0 million non-cash expense for share-based compensation as well as an increase of approximately $452,000 in advertising and marketing related expenses, $122,000 in legal fees and $122,000 in utilities. These increased expenses were partially offset by reduced sales tax expenses and management fees. During the three months ended June 30, 2013, we expensed approximately $213,000 in sales tax expenses for complimentary meals provided to customers and employees. The company began accruing for sales tax on complimentary and employee meals in February 2012 based on a decision by the Nevada Tax Commission which was subsequently rescinded in July 2013. Additionally, we expensed approximately $186,000 related to our interactive gaming initiative during the three months ended June 30, 2014 compared to approximately $195,000 during the three months ended June 30, 2013.

Interest Expense

Interest expense decreased 40.4% to $6.5 million for the three months ended June 30, 2014, compared to $10.9 million for the three months ended June 30, 2013. The decrease was due primarily to the redemption of the 11% Senior Secured Notes and repricing of the First Lien Facilities effective February 24, 2014.

17

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

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

	Six months ended June 30,
	2014		2013
	(in millions)
Income Statement Data:
Revenues:
Casino	$	102.8	$	104.5
Hotel	36.3		32.6
Food and beverage	36.4		34.9
Tower, retail, entertainment and other	16.4		16.1
Gross revenues	191.9		188.1
Less promotional allowances	13.5		13.3
Net revenues	178.4		174.8
Costs and expenses:
Casino	32.4		32.8
Hotel	17.1		16.4
Food and beverage	27.6		26.7
Other operating expenses	5.9		5.6
Selling, general and administrative	61.2		58.1
Pre-opening costs	—		0.1
Depreciation and amortization	14.7		16.3
Total costs and expenses	158.9		156.0
Income from operations	$	19.5	$	18.8
EBITDA Reconciliation:
Net income (loss)	$	6.2	$	(2.9	)
Interest expense	13.3		21.7
Depreciation and amortization	14.7		16.3
EBITDA	$	34.2	$	35.1

Our consolidated gross revenues increased 2.0% to $191.9 million for the six months ended June 30, 2014 from $188.1 million for the six months ended June 30, 2013. Our consolidated income from operations and EBITDA increased 3.7% and decreased 2.6% to $19.5 million and $34.2 million for the six months ended June 30, 2014 compared to $18.8 million and $35.1 million for the six months ended June 30, 2013, respectively. The increase in our gross revenues and income from operations is due primarily to higher hotel and food and beverage revenues caused by higher occupancy and average daily room rates for the hotel and higher food covers for food and beverage. Income from operations and EBITDA were negatively impacted by share-based compensation expense of $3.0 million for the six months ended June 30 2014 compared to none for the six months ended June 30, 2013.

18

For the six months ended June 30, 2014 and 2013, certain expenses had an impact on income from operations and EBITDA. For the six months ended June 30, 2014 our Selling, General and Administrative ("SG&A") expense included a $3.0 million non-cash expense for share-based compensation as well as a $405,000 increase in utilities, a $214,000 increase in legal fees and a $129,000 increase in advertising and marketing related costs. For the six months ended June 30, 2014, our repair and maintenance expense decreased by $616,000 and sales tax expense decreased by $472,000 compared to the same period in 2013. The decrease in repairs is due to the completion of various projects at Aquarius. The decrease in sales tax is related to 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 which was subsequently rescinded in July 2013. In addition, ACEP Interactive, our licensed internet gaming subsidiary, spent approximately $385,000 during the six months ended June 30, 2014 to operate acePLAYPoker.com, which became operational in February 2013, compared to approximately $434,000 in the six months ended June 30, 2013.

Casino

Casino revenues consist of revenues from slot machines, table games, poker, race and sports book, bingo and keno. Casino revenues decreased 1.6% to $102.8 million for the six months ended June 30, 2014, compared to $104.5 million for the six months ended June 30, 2013. Our slot revenues decreased 2.1% while table revenues increased 2.5%. Slot revenues decreased due to a 2.2% decrease in coin-in compared to the six months ended June 30, 2013. Table revenues increased due to a 0.7% increase in drop and a 0.4 percentage point increase in hold percentage. For the six months ended June 30, 2014, slot machine revenues were 85.1% of casino revenues, and table game revenues were 11.8% of casino revenues, compared to 85.6% and 11.3% of casino revenues, respectively, for the six months ended June 30, 2013. Other casino revenues, consisting of race and sports book, poker, bingo and keno, decreased 3.0% for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Bingo revenues decreased 50.4% due to a 4.0 percentage point decrease in hold percentage and a 5.2% decrease in patrons. Race and sports book revenues increased 27.8% compared to the six months ended June 30, 2013 due to a combination of a 3.1% decrease in handle and a 3.2 percentage point increase in hold percentage. Keno revenues increased 72.0% for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 due to a 15.5 percentage point increase in hold. Casino operating expenses decreased 1.2% to $32.4 million for the six months ended June 30, 2014, compared to $32.8 million for the six months ended June 30, 2013. The decrease in expenses was due primarily to lower revenue taxes, repair and maintenance expenses and labor costs. Our casino operating margin was 68.5% for the six months ended June 30, 2014, compared to 68.6% for the six months ended June 30, 2013.

Hotel

Hotel revenues increased 11.3% to $36.3 million for the six months ended June 30, 2014 from $32.6 million for the six months ended June 30, 2013. Occupancy increased for all properties while average daily room rates declined slightly at the Aquarius and increased for all other properties. In addition, the increase in revenue was aided by a 75.4% increase in resort fee revenue at the Stratosphere. The resort fee at the Stratosphere was increased in April of 2013 and again in May of 2014. Overall room occupancy increased to 69.4% for the six months ended June 30, 2014 compared to 66.3% for the six months ended June 30, 2013. Our hotel expenses increased 4.3% to $17.1 million for the six months ended June 30, 2014, compared to $16.4 million for the six months ended June 30, 2013 due primarily to higher labor costs, commissions and brokers fees and supplies expense. The increased costs were related to higher occupancy during the first six months of 2014 compared to the first six months of 2013. Due to the increase in revenues, our hotel operating margin increased to 52.9% for the six months ended June 30, 2014 as compared to 49.7% for the six months ended June 30, 2013.

Food & Beverage

Food and beverage revenues increased 4.3% to $36.4 million for the six months ended June 30, 2014, compared to $34.9 million for the six months ended June 30, 2013.  Revenues increased at all properties. Overall, food covers and beverage covers increased 4.9% and decreased 2.7%, respectively, for the six months ended June 30, 2014, compared to the six months ended June 30, 2013.  Average revenue per cover for the six months ended June 30, 2014 decreased 0.3% compared to the six months ended June 30, 2013. Our food and beverage expenses increased 3.4% to $27.6 million for the six months ended June 30, 2014 compared to $26.7 million for the six months ended June 30, 2013 due to higher food and beverage cost of goods, labor costs and supplies. Due to the increase in revenues, our food and beverage operating margin increased to 24.2% for the six months ended June 30, 2014 as compared to 23.5% for the six months ended June 30, 2013.

19

Tower, Retail, Entertainment and Other

Tower, retail, entertainment and other revenues increased 1.9% to $16.4 million for the six months ended June 30, 2014, compared to $16.1 million for the six months ended June 30, 2013. Tower revenues increased 6.3% for the six months ended June 30, 2014, compared to the six months ended June 30, 2013. Sky Jump revenues increased 14.4% due to a 16.5% increase in patrons. Tower guests increased 6.9% while revenue per guest decreased 0.6% compared to the six months ended June 30, 2013. Entertainment revenue declined 29.7% for the six months ended June 30, 2014, compared to the six months ended June 30, 2013 due primarily to fewer events at the Aquarius and a 26.5% decrease in patrons at the Stratosphere. Retail revenue increased 4.6% for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Other operating revenue decreased 7.8% for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. Other operating revenues declined due to a 41.3% decrease in project development revenue. Project development revenues consist of revenues received in exchange for construction management services provided to certain hotel and gaming entities. Other operating expenses increased 5.4% to $5.9 million for the six months ended June 30, 2014 compared to $5.6 million for the six months ended June 30, 2013. The increase in other operating expenses was due primarily to higher labor costs.

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 13.1% for the six months ended June 30, 2014 from 12.7% for the six months ended June 30, 2013. Increased food promotions were partially offset by reduced entertainment and room promotions.

Pre-opening Expenses

We did not incur any pre-opening costs for the six months ended June 30, 2014. Pre-opening costs of $114,000 for the six months ended June 30, 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.

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 5.3% to $61.2 million, or 31.9% of gross revenues, for the six months ended June 30, 2014, compared to $58.1 million, or 30.9% of gross revenues for the six months ended June 30, 2013. The increase was due primarily to an increase in labor costs, a $405,000 increase in utilities, a $214,000 increase in legal fees and a $129,000 increase in advertising and marketing related costs. These increased expenses were partially offset by lower repair and maintenance and sales tax expenses. During the six months ended June 30, 2014 labor cost included approximately $3.0 million in non-cash expense for share-based compensation. During the six months ended June 30, 2013, we expensed approximately $1.0 million in repair and maintenance expenses for projects at the Aquarius and $424,000 in sales tax expenses for complimentary meals provided to customers and employees. The company began accruing for sales tax on complimentary and employee meals in February 2012 based on a decision by the Nevada Tax Commission which was subsequently rescinded in July 2013. Additionally, we expensed approximately $385,000 related to our interactive gaming initiative during the six months ended June 30, 2014 compared to approximately $434,000 during the six months ended June 30, 2013.

Interest Expense

Interest expense decreased 38.7% to $13.3 million for the six months ended June 30, 2014, compared to $21.7 million for the six months ended June 30, 2013. The decrease was due primarily to the redemption of the 11% Senior Secured Notes and repricing of the First Lien Facilities effective February 24, 2014.

20

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.

As of June 30, 2014 we had $67.0 million in cash and cash equivalents compared to $72.7 million on June 30, 2013. Net cash provided by operating activities was $22.3 million for the six months ended June 30, 2014 compared to $15.8 million for the six months ended June 30, 2013. The increase in cash flow from operations was driven primarily by increased net revenue and decreased interest expense.

During the six months ended June 30, 2014, our total capital expenditures were $6.4 million (including approximately $205,000 in non-cash items), of which approximately $1.2 million was spent on slot machine replacements and conversions, $1.3 million on upgrading our information technology systems, $1.2 million for renovations to our rooms, public areas and food and beverage venues and $2.7 million on our facilities and operations. For the six months ended June 30, 2013, our total capital expenditures were $5.9 million (including approximately $9,000 in non-cash items), of which approximately $1.4 million was spent on slot machine replacements and conversions, $1.4 million on replacement building controls at the Stratosphere and Aquarius, $800,000 for renovations to our rooms, public areas and food and beverage venues and $2.3 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 and principal payments on indebtedness, (iii) payments for design and development costs of future projects, and (iv) regular maintenance and other capital expenditures. We currently anticipate that we will spend approximately $21.4 million on regular maintenance and renovation capital projects during 2014.

On February 24, 2014, we entered into an amendment of the First Lien Credit Agreement. Among other changes, the Amendment reduces the interest rates on the Term Loans by 125 basis points per annum. Interest will now accrue, at our election, (i) at the adjusted eurodollar rate plus 3.50% per annum or (ii) at the Base Rate plus 2.50% per annum. Additionally, the minimum adjusted eurodollar rate was reduced by 25 basis points from 1.25% per annum to 1.00% per annum. We expect to reduce our cash paid on interest by approximately $3.2 million in the first year following the amendment of the First Lien Credit Agreement.

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 twelve 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 31, 2014 (SEC File No. 000-52975).

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.

21

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.

The fair value of our debt is estimated based on the quoted market prices for the same or similar issues. The estimated fair value of the First Lien Term Loans and Second Lien Term Loans was approximately $214.4 million and $125.4 million, respectively, as of June 30, 2014.

For the six months ended June, 2014, we incurred approximately $13.3 million in interest expense. Interest on the First Lien and Second Lien Term Loans is variable and based on LIBOR plus a margin, with a floor LIBOR rate of 1.00% on the First Lien Term Loans and a floor LIBOR rate of 1.25% on the Second Lien Term Loans. If the LIBOR rate increased by 1.00% above the floor rates, our annual interest costs would increase by approximately $3.4 million.

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 six months of 2014 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.

22

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 31, 2014 (SEC File No. 000-52975). There were no material changes to those risk factors during the three months ended June 30, 2014.

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.

23

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:	August 13, 2014

24

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 June 30, 2014 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013 (audited); (ii) Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2014 and 2013; (iii) Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2014 and 2013; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013; (v) Unaudited Condensed Consolidated Statement of Members’ Equity for the six months ended June 30, 2014; and (vi) 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.

25

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, 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 June 30, 2014 (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:	August 13, 2014

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, 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 June 30, 2014 (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:	August 13, 2014

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 June 30, 2014 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:	August 13, 2014

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 June 30, 2014 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:	August 13, 2014

XML

Share-Based Compensation (Details Restricted Stock Units Activity) (Restricted Stock Units (RSUs) [Member], USD $)	6 Months Ended
	Jun. 30, 2014
Restricted Stock Units (RSUs) [Member]
Number of RSUs
Outstanding at December 31, 2013	0
Granted	2,500,000
Exercised	0
Canceled	0
Vested	0
Outstanding at June 30, 2014	2,500,000
Fair Value (in dollars per share)
Granted	$ 1.00
Outstanding at June 30, 2014	$ 1.00

XML

Intangible Assets

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

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 indefinite-lived intangible assets consist of trade names. Intangible assets are recorded at cost or at fair value on the date of acquisition.

As of June 30, 2014 and December 31, 2013, we had the following indefinite-lived intangible assets.

	(in thousands)
	June 30, 2014		December 31, 2013
	Carrying Amount		Carrying Amount
Non-amortizing intangible assets:
Trade Name	$	15,507	$	15,507
	$	15,507	$	15,507

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

On August 14, 2009, we issued an aggregate principal amount of $375 million of 11% Senior Secured Notes. On July 3, 2013 and August 2, 2013 we redeemed the outstanding aggregate principal amount of the 11% Senior Secured Notes with a portion of the proceeds from the incurrence of the First Lien Term Loans and Second Lien Term Loans. During the three months and six months ended June 30, 2014, we paid Goldman Sachs approximately $0 and $674,000, respectively, in fees associated with the repricing of the First Lien Facilities.

In addition, during the three months and six months ended June 30, 2014, we paid Goldman Sachs approximately $96,000 and $289,000, respectively in interest on the First Lien Term Loans and Second Lien Term Loans. As of June 30, 2014, Goldman Sachs owned approximately $570,000 of the First Lien Term Loans, $5.1 million of the Second Lien Term Loans and committed to provide up to $5 million of the Revolving Credit Facility. As of June 30, 2014 and December 31, 2013, there were no amounts due to Goldman Sachs.

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 expired on June 20, 2013.

Highgate was 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 $0 and $250,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. We incurred Highgate fees of approximately $0 and $500,000 for the six months ended June 30, 2014 and June 30, 2013. As of June 30, 2014 and December 31, 2013, 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 TTL’s services. We expensed fees of $0 for the three months ended June 30, 2014 and June 30, 2013. We expensed fees of approximately $0 and $8,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, there were no amounts due to TTL.

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 $0 and $17,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. We expensed fees of approximately $0 and $22,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. In addition, we provided construction management services to Archon for hotels managed by them. We recorded revenues of $0 for the three months and six months ended June 30, 2014, compared to approximately $133,000 and $193,000 for the three months and six months ended June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, we owed Archon $0. As of June 30, 2014 and December 31, 2013, Archon owed us approximately $0 and $8,000, 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 $5,000 and $8,000 for the three months ended June 30, 2014 and June 30, 2013, respectively. We expensed fees of approximately $12,000 and $14,000 for the six months ended June 30, 2014 and June 30, 2013, respectively. As of June 30, 2014 and December 31, 2013, we owed Nor1 approximately $1,000.

We follow a related party transaction approval policy for reviewing related party transactions. These procedures are intended to ensure that transactions with related parties are fair to us and in our best interests. If a proposed transaction appears to or does involve a related party, 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.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 66,964	$ 55,151
Investments - restricted	211	211
Accounts receivable, net	5,332	3,953
Accounts receivable, net - related party	0	8
Other current assets	12,224	12,133
Total Current Assets	84,731	71,456
Property and equipment, net	1,071,815	1,080,069
Debt issuance costs, net	10,480	8,115
Intangible and other assets, net	15,608	15,627
Total Assets	1,182,634	1,175,267
Current Liabilities:
Accounts payable	6,384	6,034
Accrued expenses	13,149	13,758
Accounts payable and accrued expenses - related party	1	1
Accrued payroll and related expenses	10,668	11,413
Current portion of long-term debt	2,150	2,150
Current portion of capital lease obligations	217	376
Total Current Liabilities	32,569	33,732
Long-Term Liabilities:
Long-term debt, net of unamortized discount	319,981	320,784
Long-term debt - related party	5,669	5,582
Capital lease obligations, less current portion	948	948
Total Long-Term Liabilities	326,598	327,314
Total Liabilities	359,167	361,046
Commitments and Contingencies
Members' Equity:
Members' Equity	823,467	814,221
Total Members' Equity	823,467	814,221
Total Liabilities and Members' Equity	$ 1,182,634	$ 1,175,267

XML

The Company

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company

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.

XML

Share-Based Compensation (Details Textual) (USD $)	6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014 Employee Stock Option [Member]	Jun. 30, 2014 Selling, General and Administrative Expenses [Member]	Jun. 30, 2013 Selling, General and Administrative Expenses [Member]	Jun. 30, 2014 Selling, General and Administrative Expenses [Member]	Jun. 30, 2013 Selling, General and Administrative Expenses [Member]	Mar. 26, 2014 Executive Officers And Certain Key Employees [Member] Employee Stock Option [Member]	Mar. 26, 2014 Executive Officers And Certain Key Employees [Member] Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expenses	$ 3,043,000		$ 3,000,000	$ 0	$ 3,000,000	$ 0
Number of shares authorized							13,035,000	2,500,000
Vesting period		4 years
Expiration period		10 years
Unrecognized incentive expense		$ 1,000,000
Unrecognized incentive expense, period of recognition		6 months

XML

Share-Based Compensation (Details Fair Value Assumptions) (Employee Stock Option [Member])	6 Months Ended
	Jun. 30, 2014
Employee Stock Option [Member]
Assumptions:
Expected term (years)	5 years 6 months
Risk-free interest rate	1.93%
Expected volatility	81.00%

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 2013 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 2013 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 31, 2014 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website athttp://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website athttp://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.

Recently Issued Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This update amends current guidance to require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and that existing guidance for performance conditions should be used to account for such awards. The amendments in this update will be effective for annual periods beginning after December 15, 2015, with early adoption permitted. This standard is not expected to have an impact on our financial statements.

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues:
Casino	$ 49,537	$ 50,764	$ 102,814	$ 104,509
Hotel	19,279	17,881	36,280	32,605
Food and beverage	18,609	17,773	36,435	34,863
Tower, retail, entertainment and other	8,523	8,543	16,414	16,108
Gross revenues	95,948	94,961	191,943	188,085
Less promotional allowances	6,526	6,543	13,510	13,317
Net revenues	89,422	88,418	178,433	174,768
Costs And Expenses:
Casino	15,850	16,097	32,362	32,800
Hotel	8,889	8,467	17,136	16,353
Food and beverage	14,138	13,523	27,622	26,669
Other operating expenses	2,919	2,930	5,912	5,631
Selling, general and administrative	32,150	28,132	61,261	57,593
Depreciation and amortization	7,311	7,958	14,662	16,254
Pre-opening costs			0	114
(Gain) loss on disposal of assets	(9)	28	(27)	(3)
Management fee - related party	0	250	0	500
Total costs and expenses	81,248	77,385	158,928	155,911
Income From Operations	8,174	11,033	19,505	18,857
Other Expense:
Interest expense	(6,396)	(10,936)	(13,013)	(21,734)
Interest expense - related party	(96)	0	(289)	0
Total other expense	(6,492)	(10,936)	(13,302)	(21,734)
Net Income	$ 1,682	$ 97	$ 6,203	$ (2,877)

XML

The Company (Details Textual) (USD $) In Billions, unless otherwise specified	0 Months Ended
	Apr. 22, 2007	Feb. 20, 2008
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Announced sale agreement price	$ 1.3
Agreement purchase price		$ 1.2

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2014
Document And Entity Information [Abstract]
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	Jun. 30, 2014
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

XML

Related Party Transactions (Details Textual) (USD $)		3 Months Ended		6 Months Ended					0 Months Ended	3 Months Ended		6 Months Ended			0 Months Ended		6 Months Ended	0 Months Ended		3 Months Ended		6 Months Ended		24 Months Ended		3 Months Ended		6 Months Ended			0 Months Ended	3 Months Ended		6 Months Ended			0 Months Ended
	Aug. 14, 2009 Senior Secured Notes 11 Percentage [Member]	Jun. 30, 2014 Goldman Sachs [Member]	Mar. 31, 2014 Goldman Sachs [Member]	Jun. 30, 2014 Goldman Sachs [Member]	Dec. 31, 2013 Goldman Sachs [Member]	Jun. 30, 2014 Goldman Sachs [Member] First Lien Term Loans [Member]	Jun. 30, 2014 Goldman Sachs [Member] Second Lien Term Loans [Member]	Jun. 30, 2014 Goldman Sachs [Member] Revolving Facility [Member]	Feb. 20, 2008 Highgate [Member]	Jun. 30, 2014 Highgate [Member]	Jun. 30, 2013 Highgate [Member]	Jun. 30, 2014 Highgate [Member]	Jun. 30, 2013 Highgate [Member]	Dec. 31, 2013 Highgate [Member]	Feb. 20, 2008 Highgate [Member] February 20 2011 [Member]	Feb. 20, 2008 Highgate [Member] After February 20 2011 [Member]	Jun. 30, 2014 Highgate [Member] After February 20 2011 [Member]	Aug. 01, 2010 Travel Tripper Llc [Member]	Jun. 16, 2008 Travel Tripper Llc [Member]	Jun. 30, 2014 Travel Tripper Llc [Member]	Jun. 30, 2013 Travel Tripper Llc [Member]	Jun. 30, 2014 Travel Tripper Llc [Member]	Jun. 30, 2013 Travel Tripper Llc [Member]	Jul. 31, 2010 Travel Tripper Llc [Member]	Dec. 31, 2013 Travel Tripper Llc [Member]	Jun. 30, 2014 Archon Group, Lp [Member]	Jun. 30, 2013 Archon Group, Lp [Member]	Jun. 30, 2014 Archon Group, Lp [Member]	Jun. 30, 2013 Archon Group, Lp [Member]	Dec. 31, 2013 Archon Group, Lp [Member]	Oct. 03, 2008 Nor1 [Member]	Jun. 30, 2014 Nor1 [Member]	Jun. 30, 2013 Nor1 [Member]	Jun. 30, 2014 Nor1 [Member]	Jun. 30, 2013 Nor1 [Member]	Dec. 31, 2013 Nor1 [Member]	Jun. 16, 2008 Goldman Sachs [Member] Travel Tripper Llc [Member]	Jun. 16, 2008 Highgate [Member] Travel Tripper Llc [Member]	Jun. 16, 2008 Employee Of Affiliate [Member] Travel Tripper Llc [Member]
Related Party Transaction [Line Items]
Debt face amount	$ 375,000,000
Stated interest rate (percent)	11.00%
Debt issuance cost		0		674,000
Interest payment			96,000	289,000
Maximum borrowing capacity								5,000,000
Membership interest percentage (less than 5%)									5.00%
Consulting agreement expiration date									Jun. 20, 2013
Annual consulting fees															1,500,000.0	1,000,000.0
Additional consulting fees (up to $500,000)																	500,000
Properties and development fees (percent)												4.00%
Consulting fees										0	250,000	0	500,000
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 (percent)																								4.00%
Service fee reduction (percent)																		2.00%
Construction management revenue																										0	133,000	0	193,000
Due from related parties																										0		0		8,000
Upgrade fee (percent)																															25.00%
Ownership percentage (less than 5%)																																		5.00%			9.00%	9.00%	40.00%
Related party costs and expenses																				0	0	0	8,000			0	17,000	0	22,000			5,000	8,000	12,000	14,000
Due to related parties		$ 0		$ 0	$ 0	$ 570,000	$ 5,100,000			$ 0		$ 0		$ 0						$ 0		$ 0			$ 0	$ 0		$ 0		$ 0		$ 1,000		$ 1,000		$ 1,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash Flows From Operating Activities:
Net income (loss)	$ 6,203	$ (2,877)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	14,662	16,254
Amortization of debt issuance and debt discount costs	1,118	3,070
(Gain) loss on disposal of assets	(27)	(3)
Share-based Compensation	3,043	0
Changes in operating assets and liabilities:
Accounts receivable, net	(1,379)	(783)
Other assets	(72)	437
Accounts payable and accrued expenses	(1,209)	(266)
Related party activity, net	8	10
Net Cash Provided by Operating Activities	22,347	15,842
Cash Flows From Investing Activities:
Acquisition of property and equipment	(6,215)	(5,846)
Proceeds from sale of property and equipment	39	108
Net Cash Used in Investing Activities	(6,176)	(5,738)
Cash Flows From Financing Activities:
Deferred financing costs	(3,124)	(376)
Payments on notes payable	(1,075)	0
Payments on capital lease obligation	(159)	(151)
Net Cash Used in Financing Activities	(4,358)	(527)
Net increase in cash and cash equivalents	11,813	9,577
Cash and cash equivalents - beginning of period	55,151	63,169
Cash and cash equivalents - end of period	66,964	72,746
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest, net of amounts capitalized	12,181	18,560
Supplemental Disclosures of Non-Cash Items:
Accrued capital expenditures	$ 205	$ 9

XML

Share-Based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

The Company accounts for share-based compensation under ASC 718, Compensation-Stock Compensation. We recognized share-based compensation expenses of $3.0 million for the three and six months ended June 30, 2014 compared to $0 for the three and six months ended June 30, 2013. These amounts are included in selling, general and administrative expenses in our condensed consolidated statements of operations.

On March 26, 2014, our Board of Directors approved the grant of 13,035,000 stock options and 2,500,000 restricted stock units, or RSU's, to executive officers and certain key employees. Stock options primarily vest ratably over four years and include a performance condition; the stock options expire 10 years from the grant date. RSU's only vest upon a qualifying event.

As of June 30, 2014, we have approximately $1.0 million of unrecognized incentive expense related to nonvested stock options that is expected to be recognized over a weighted-average period of approximately six months.

A summary of stock option activity for the six months ended June 30, 2014 is as follows:

	Options	Range of Exercise Prices		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life
						(in years)
Outstanding at December 31, 2013	—	$	—	$	—	—
Granted	13,035,000	1.00		1.00		9.75
Exercised	—	—		—		—
Expired	—	—		—		—
Forfeited	—	—		—		—
Outstanding at June 30, 2014	13,035,000	$	1.00	$	1.00	9.75
Vested or expected to vest at June 30, 2014	3,258,750	$	1.00	$	1.00	9.75
Exercisable at June 30, 2014	3,258,750	$	1.00	$	1.00	9.75

The fair value of each stock option granted under the W2007/ACEP Holdings, LLC 2013 Management Incentive Plan

is estimated on the date of the grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

Assumptions:
Expected term (years)	5.5
Risk-free interest rate	1.93	%
Expected volatility	81	%
Dividend yield	NA

A summary of RSU activity for the six months ended June 30, 2014 is as follows:

	RSUs	Fair Value
Outstanding at December 31, 2013	—	$	—
Granted	2,500,000	1.00
Exercised	—	—
Canceled	—	—
Vested	—	—
Outstanding at June 30, 2014	2,500,000	$	1.00

XML

Legal Proceedings

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Legal Proceedings

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.

XML

Share-Based Compensation (Details Stock Option Activity) (USD $)	6 Months Ended
	Jun. 30, 2014
Number of options
Outstanding at December 31, 2013	0
Granted	13,035,000
Exercised	0
Expired	0
Forfeited	0
Outstanding at June 30, 2014	13,035,000
Vested or expected to vest at June 30, 2014	3,258,750
Exercisable at June 30, 2014	3,258,750
Range of Exercise Prices (in dollars per share)
Granted	$ 1.00
Outstanding at June 30, 2014	$ 1.00
Vested or expected to vest at June 30, 2014	$ 1.00
Exercisable at June 30, 2014	$ 1.00
Weighted average exercise price (in dollars per share)
Outstanding at December 31, 2013	$ 0.00
Granted	$ 1.00
Exercised	$ 0.00
Expired	$ 0.00
Forfeited	$ 0.00
Outstanding at June 30, 2014	$ 1.00
Vested or expected to vest at June 30, 2014	$ 1.00
Exercisable at June 30, 2014	$ 1.00
Weighted average remaining contractual life
Granted	9 years 9 months
Outstanding at June 30, 2014	9 years 9 months
Vested or expected to vest at June 30, 2014	9 years 9 months
Exercisable at June 30, 2014	9 years 9 months

XML

Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Non-amortizing intangible assets:
Net carrying amount	$ 15,507	$ 15,507
Trade Names [Member]
Non-amortizing intangible assets:
Net carrying amount	$ 15,507	$ 15,507

XML

Debt (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt

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

	As of June 30, 2014			As of December 31, 2013
	(In thousands)
First Lien Term Loans due July 3, 2019, interest at a 3.50% margin above LIBOR, with a 1.00% LIBOR floor	$	212,850		$	213,925
Second Lien Term Loans due January 3, 2020, interest at a 10.00% margin above LIBOR, with a 1.25% LIBOR floor	120,000			120,000
First Lien Revolving Credit Facility	—			—
Unamortized discount	(5,050		)	(5,409		)
Capital lease obligations	1,165			1,324
Total long-term debt and capital lease obligations	328,965			329,840
Current portion of long-term debt and capital lease obligations	(2,367		)	(2,526		)
Total long-term debt and capital lease obligations, net	$	326,598		$	327,314

XML

Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 2013 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 2013 consolidated audited financial statements presented in our annual report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 31, 2014 (SEC File No. 000-52975). Our reports are available electronically by visiting the SEC website athttp://www.sec.gov. You may also visit the investor relations section of the American Casino & Entertainment Properties LLC website athttp://www.acepllc.com.

Principles of Consolidation

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.

XML

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

As of June 30, 2014 and December 31, 2013, we had the following indefinite-lived intangible assets.

	(in thousands)
	June 30, 2014		December 31, 2013
	Carrying Amount		Carrying Amount
Non-amortizing intangible assets:
Trade Name	$	15,507	$	15,507
	$	15,507	$	15,507

XML

Share-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock option activity

A summary of stock option activity for the six months ended June 30, 2014 is as follows:

	Options	Range of Exercise Prices		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life
						(in years)
Outstanding at December 31, 2013	—	$	—	$	—	—
Granted	13,035,000	1.00		1.00		9.75
Exercised	—	—		—		—
Expired	—	—		—		—
Forfeited	—	—		—		—
Outstanding at June 30, 2014	13,035,000	$	1.00	$	1.00	9.75
Vested or expected to vest at June 30, 2014	3,258,750	$	1.00	$	1.00	9.75
Exercisable at June 30, 2014	3,258,750	$	1.00	$	1.00	9.75

Schedule of stock options valuation assumptions

The fair value of each stock option granted under the W2007/ACEP Holdings, LLC 2013 Management Incentive Plan

is estimated on the date of the grant using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

Assumptions:
Expected term (years)	5.5
Risk-free interest rate	1.93	%
Expected volatility	81	%
Dividend yield	NA

Schedule of restricted stock units activity

A summary of RSU activity for the six months ended June 30, 2014 is as follows:

	RSUs	Fair Value
Outstanding at December 31, 2013	—	$	—
Granted	2,500,000	1.00
Exercised	—	—
Canceled	—	—
Vested	—	—
Outstanding at June 30, 2014	2,500,000	$	1.00

XML

Debt (Details Textual) (USD $)	0 Months Ended		0 Months Ended		0 Months Ended		0 Months Ended			6 Months Ended		0 Months Ended			0 Months Ended			3 Months Ended			0 Months Ended
	Jul. 03, 2013	Jul. 03, 2013 Revolving Facility [Member]	Feb. 24, 2014 First Lien Facilities [Member] Secured Debt [Member]	Jul. 03, 2013 First Lien Facilities [Member] Secured Debt [Member]	Jul. 03, 2013 Second Lien Term Loans [Member] Secured Debt [Member]	Jul. 03, 2013 Second Lien Term Loans [Member] Secured Debt [Member]	Jul. 03, 2013 Second Lien Term Loans [Member] Eurodollar [Member] Secured Debt [Member]	Jul. 03, 2013 Second Lien Term Loans [Member] Base Rate [Member] Secured Debt [Member]	Jul. 03, 2013 First Lien Term Loans [Member] Secured Debt [Member]	Jun. 30, 2014 First Lien Term Loans [Member] Secured Debt [Member]	Jul. 03, 2013 First Lien Term Loans [Member] Secured Debt [Member]	Feb. 24, 2014 First Lien Revolving Credit Facility [Member] Revolving Facility [Member]	Jul. 03, 2013 First Lien Revolving Credit Facility [Member] Revolving Facility [Member]	Jul. 03, 2013 First Lien Revolving Credit Facility [Member] Revolving Facility [Member]	Feb. 24, 2014 First Lien Revolving Credit Facility [Member] Eurodollar [Member] Revolving Facility [Member]	Feb. 24, 2014 First Lien Revolving Credit Facility [Member] Base Rate [Member] Revolving Facility [Member]	Aug. 14, 2009 Senior Secured Notes 11% [Member] Senior Notes [Member]	Sep. 30, 2013 Senior Secured Notes 11% [Member] Senior Notes [Member]	Aug. 02, 2013 Senior Secured Notes 11% [Member] Senior Notes [Member]	Jul. 03, 2013 Senior Secured Notes 11% [Member] Senior Notes [Member]	Feb. 24, 2014 First Lien Credit Amendment [Member] Secured Debt [Member]	Feb. 24, 2014 First Lien Credit Amendment [Member] Eurodollar [Member] Secured Debt [Member]	Feb. 24, 2014 First Lien Credit Amendment [Member] Eurodollar [Member] Minimum [Member] Secured Debt [Member]	Feb. 23, 2014 First Lien Credit Amendment [Member] Eurodollar [Member] Minimum [Member] Secured Debt [Member]	Feb. 24, 2014 First Lien Credit Amendment [Member] Base Rate [Member] Secured Debt [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt face amount		$ 15,000,000		$ 230,000,000		$ 120,000,000					$ 215,000,000			$ 15,000,000					$ 104,400,000	$ 233,100,000
Stated interest rate (percent)																	11.00%
Maturity date					Jan. 03, 2020				Jul. 03, 2019			Jul. 03, 2018					Jun. 15, 2014
Maturity date description					The maturity date of the Second Lien Term Loans is the earliest to occur of (i) January 3, 2020 or (ii) the acceleration of the Second Lien Term Loans.				The maturity date of the First Lien Term Loans is the earliest to occur of (i) July 3, 2019 and (ii) the acceleration of the First Lien Term Loans.				The maturity date of the Revolving Facility is the earliest to occur of (i) July 3, 2018 or (ii) the acceleration of the Revolving Facilities.
Payment terms description	The First Lien Term Loans are also subject to annual principal payments equal to 75%, 50%, 25%, 0% (depending on the Companys Total Leverage Ratio) of the Companys excess of cash flow earned during a calendar year.
Scheduled principal payments based on original principal balance (percent)										0.25%
Percentage of principal payment based on total leverage, option one										75.00%
Percentage of principal payment based on total leverage, option two										50.00%
Percentage of principal payment based on total leverage, option three										25.00%
Percentage of principal payment based on total leverage, option four										0.00%
Voluntary commitment reductions to revolving facility										1,000,000		1,000,000
Interest rate description			On February 24, 2014, we entered into an amendment of the First Lien Credit Agreement. Among other changes, the amendment reduced the interest rate on the Term Loans by 125 basis points per annum. Interest will accrue, at our election, (i) at the adjusted Eurodollar rate plus 3.50% per annum or (ii) at the Base Rate plus 2.50% per annum. Additionally, the minimum adjusted Eurodollar rate was reduced by 25 basis points from 1.25% per annum to 1.00% per annum.		The Second Lien Term Loans bear interest either at a Base Rate plus 9.00% per annum or at the reserve-adjusted Eurodollar rate plus 10.00% per annum. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in either one month, two month or three month periods or any other period acceptable to the administrative agent.				Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in one month, two month or three month periods or any other period acceptable to the administrative agent.				The Revolving Facilities bear interest at a Base Rate plus an applicable margin that is 2.75%, 3.25% or 3.75% per annum (depending on the Companys First Lien Leverage Ratio) or the reserve-adjusted Eurodollar rate plus an applicable margin that is 3.75%, 4.25% or 4.75% per annum (depending on the Companys First Lien Leverage Ratio). We will also pay a commitment fee equal to the applicable revolving commitment fee percentage times the average daily difference between the revolving commitments and the aggregate principal amount of any outstanding revolving loans. The applicable revolving commitment fee percentage is either 0.375% or 0.500% per annum (depending on the Companys First Lien Leverage Ratio). Interest and commitment fees are computed on the basis of a 360-day year and the actual number of days between interest periods with interest and commitment fees payable in one month, two month or three month periods or any other period acceptable to the administrative agent.
Reduction to interest (percent)																					(1.25%)		(0.25%)
Variable interest rate							10.00%	9.00%														3.50%	1.00%	1.25%	2.50%
Variable interest rate based on agreement terms, option one (percent)															3.75%	2.75%
Variable interest rate based on agreement terms, option two (percent)															4.25%	3.25%
Variable interest rate based on agreement terms, option three (percent)															4.75%	3.75%
Commitment fee based on agreement terms, option one (percent)												0.375%
Commitment fee based on agreement terms, option two (percent)												0.50%
Loss on debt redemption																		$ 7,800,000

XML

CONDENSED CONSOLIDATED STATEMENT OF MEMBERS' EQUITY (USD $)	Total	Class A Equity [Member]	Class B Equity [Member]
Balance at Dec. 31, 2013	$ 814,221,000	$ 0	$ 814,221,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	6,203,000	0	6,203,000
Allocated Share-based Compensation Expense	3,043,000	0	3,043,000
Balance at Jun. 30, 2014	$ 823,467,000	$ 0	$ 823,467,000

XML

Debt

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Debt

Debt

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

	As of June 30, 2014			As of December 31, 2013
	(In thousands)
First Lien Term Loans due July 3, 2019, interest at a 3.50% margin above LIBOR, with a 1.00% LIBOR floor	$	212,850		$	213,925
Second Lien Term Loans due January 3, 2020, interest at a 10.00% margin above LIBOR, with a 1.25% LIBOR floor	120,000			120,000
First Lien Revolving Credit Facility	—			—
Unamortized discount	(5,050		)	(5,409		)
Capital lease obligations	1,165			1,324
Total long-term debt and capital lease obligations	328,965			329,840
Current portion of long-term debt and capital lease obligations	(2,367		)	(2,526		)
Total long-term debt and capital lease obligations, net	$	326,598		$	327,314

On July 3, 2013, we issued First Lien Facilities in an aggregate principal amount of $230 million and Second Lien Term Loans in an aggregate principal amount of $120 million. The First Lien Facilities consist of an aggregate amount of $215 million First Lien Term Loans and a $15 million Revolving Credit Facility. A portion of the proceeds of the First Lien Term Loans and Second Lien Term Loans were used together with cash on hand to purchase the outstanding 11% Senior Secured Notes that were tendered prior to July 3, 2013. The remaining proceeds were used to redeem the remaining outstanding 11% Senior Secured Notes on August 2, 2013.

First Lien Facilities

On July 3, 2013, the Company and certain of its subsidiaries, or the Guarantors, entered into a First Lien Credit and Guaranty Agreement, or First Lien Credit Agreement, with the First Lien Lenders, Deutsche Bank AG New York Branch, or DBNY, as administrative agent, collateral agent and documentation agent, and Goldman Sachs Lending Partners LLC, or Goldman Sachs, and Deutsche Bank Securities Inc., or DBSI, as joint lead arrangers, joint bookrunners and co-syndication agents. The Guarantors pledged as collateral all of the real, personal and mixed property, including equity interests, in which liens are purported to be granted pursuant to the collateral documents for the First Lien Facilities. Pursuant to the terms of the First Lien Credit Agreement, the First Lien Lenders provided the Company with senior secured loan facilities in an aggregate principal amount of $230 million, consisting of $215 million of senior secured term loans, or First Lien Term Loans, and a $15 million senior secured revolving credit facility, or Revolving Facility (the Revolving Facility together with the First Lien Term Loans, the “First Lien Facilities”).

The maturity date of the First Lien Term Loans is the earliest to occur of (i) July 3, 2019 and (ii) the acceleration of the First Lien Term Loans. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in one month, two month or three month periods or any other period acceptable to the administrative agent. As of June 30, 2014, all outstanding First Lien Term Loans are eurodollar loans. We may at the expiration of any interest period convert all or a portion of the First Lien Term Loans to Base Rate loans. The First Lien Term Loans are subject to scheduled principal payments on the last day of each calendar quarter on and after September 30, 2013 in an amount equal to 0.25% of the original principal balance. The First Lien Term Loans are also subject to annual principal payments equal to 75%, 50%, 25%, 0% (depending on the Company’s Total Leverage Ratio) of the Company’s excess of cash flow earned during a calendar year. The Company was not required to make a payment resulting from excess cash flow for the period of August 1, 2013 through December 31, 2013. In addition, we may at any time make voluntary principal prepayments to the First Lien Term Loans in amounts of $1 million or greater.

On February 24, 2014, we entered into an amendment of the First Lien Credit Agreement. Among other changes, the amendment reduced the interest rate on the Term Loans by 125 basis points per annum. Interest will accrue, at our election, (i) at the adjusted eurodollar rate plus 3.50% per annum or (ii) at the Base Rate plus 2.50% per annum. Additionally, the minimum adjusted eurodollar rate was reduced by 25 basis points from 1.25% per annum to 1.00% per annum.

The maturity date of the Revolving Facility is the earliest to occur of (i) July 3, 2018 or (ii) the acceleration of the Revolving Facilities. The Revolving Facilities bear interest at a Base Rate plus an applicable margin that is 2.75%, 3.25% or 3.75% per annum (depending on the Company’s First Lien Leverage Ratio) or the reserve-adjusted eurodollar rate plus an applicable margin that is 3.75%, 4.25% or 4.75% per annum (depending on the Company’s First Lien Leverage Ratio). We will also pay a commitment fee equal to the applicable revolving commitment fee percentage times the average daily difference between the revolving commitments and the aggregate principal amount of any outstanding revolving loans. The applicable revolving commitment fee percentage is either 0.375% or 0.500% per annum (depending on the Company’s First Lien Leverage Ratio). Interest and commitment fees are computed on the basis of a 360-day year and the actual number of days between interest periods with interest and commitment fees payable in one month, two month or three month periods or any other period acceptable to the administrative agent. We may at the expiration of any interest period convert all or a portion of the Revolving Facility to Base Rate loans or eurodollar loans. We may at any time request voluntary commitment reductions to the Revolving Facility in amounts of $1 million or greater.

As of June 30, 2014 and December 31, 2013, there were no borrowings outstanding under the Revolving Facility.

The First Lien Credit Agreement includes a number of covenants that place restrictions on how we may operate our business, including, among others (i) restrictions on incurring other indebtedness and liens; (ii) leverage and financial maintenance covenants; and (iii) restrictions on capital expenditures, distributions, investments, acquisitions, significant asset disposals or making fundamental changes to our business. As of June 30, 2014, we were in compliance with our First Lien Credit Agreement covenants.

Second Lien Term Loans

On July 3, 2013, the Company and the Guarantors entered into a Second Lien Credit and Guaranty Agreement, or Second Lien Credit Agreement, together with the First Lien Credit Agreement, the Credit Agreements, with the Second Lien Lenders, DBNY, as administrative agent, collateral agent and documentation agent, and Goldman Sachs and DBSI, as joint lead arrangers, joint bookrunners and co-syndication agents. The Guarantors pledged as collateral all of the real, personal and mixed property, including equity interests, in which liens are purported to be granted pursuant to the collateral documents for the Second Lien Term Loans. Pursuant to the terms of the Second Lien Credit Agreement, the Second Lien Lenders provided the Company with secured second lien term loans in the aggregate principal amount of $120 million, the Second Lien Term Loans. The maturity date of the Second Lien Term Loans is the earliest to occur of (i) January 3, 2020 or (ii) the acceleration of the Second Lien Term Loans. The Second Lien Term Loans bear interest either at a Base Rate plus 9.00% per annum or at the reserve-adjusted eurodollar rate plus 10.00% per annum. Interest is computed on the basis of a 360-day year and the actual number of days between interest periods with interest payable in either one month, two month or three month periods or any other period acceptable to the administrative agent. As of June 30, 2014, all Second Lien Term Loans were eurodollar rate loans. We may at the expiration of any interest period convert all or a portion of the Second Lien Term Loans to Base Rate loans.

The Second Lien Credit Agreement includes a number of covenants that place restrictions on how we may operate our business, including, among others (i) restrictions on incurring other indebtedness and liens; (ii) leverage and financial maintenance covenants; and (iii) restrictions on capital expenditures, distributions, investments, acquisitions, significant asset disposals or making fundamental changes to our business. As of June 30, 2014, we were in compliance with our Second Lien Credit Agreement covenants.

11% Senior Secured Notes

On August 14, 2009, we issued the 11% Senior Secured Notes pursuant to the Indenture. The 11% Senior Secured Notes would have matured on June 15, 2014 and bore interest at a rate of 11% per annum. Interest was computed on the basis of a 360-day year composed of twelve 30-day months and was payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2009.

On June 7, 2013, the Issuers commenced a cash tender offer to purchase any and all of the outstanding 11% Senior Secured Notes due 2014. On July 3, 2013, the issuers purchased $233.1 million in aggregate principal amount of the 11% Senior Secured Notes, plus interest, pursuant to the tender offer. On July 3, 2013, the Issuers also called for redemption of all of the outstanding 11% Senior Secured Notes not purchased pursuant to the tender offer to purchase the 11% Senior Secured Notes. On August 2, 2013, the Issuers redeemed the remaining $104.4 million in aggregate principal amount of the 11% Senior Secured Notes, plus interest, pursuant to the call. We recognized a loss of approximately $7.8 million during the three months ended September 30, 2013 in connection with the redemption of the outstanding 11% Senior Secured Notes.

On July 3, 2013, the Company also exercised its right to satisfy and discharge the Indenture. As a result of the satisfaction and discharge of the Indenture, the Company, ACEP Finance Corp. and the guarantors have been released from their remaining obligations under the Indenture and the 11% Senior Secured Notes.

XML

Debt (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Schedule of Capitalization, Long-term Debt [Line Items]
Unamortized discount	$ (5,050)	$ (5,409)
Capital lease obligations	1,165	1,324
Total long-term debt and capital lease obligations	328,965	329,840
Current portion of long-term debt and capital lease obligations	(2,367)	(2,526)
Total long-term debt and capital lease obligations, net	326,598	327,314
First Lien Term Loans [Member] | Secured Debt [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Total long-term debt and capital lease obligations	212,850	213,925
Second Lien Term Loans [Member] | Secured Debt [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Total long-term debt and capital lease obligations	120,000	120,000
First Lien Revolving Credit Facility [Member] | Revolving Credit Facility [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Total long-term debt and capital lease obligations	$ 0	$ 0