10-Q 1 a2013-06x3010q.htm 10-Q 2013-06-30 10Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended June 30, 2013
or
o
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 000-53831
 
TROPICANA ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware
 
27-0540158
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
8345 W. Sunset Road, Las Vegas, Nevada 89113
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: 702-589-3900
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
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 o
 
Accelerated filer x
 
 
 
Non-accelerated filer o (Do not check if a smaller reporting company)
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o
As of July 31, 2013, there were 26,312,500 shares outstanding of the registrant's common stock, $.01 par value per share.
 



TABLE OF CONTENTS




PART I—FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
TROPICANA ENTERTAINMENT INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share data)

 
June 30, 2013
 
December 31, 2012
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
241,923

 
$
240,381

Restricted cash
15,335

 
15,322

Receivables, net
30,552

 
27,813

Inventories
4,370

 
4,593

Prepaid expenses and other assets
13,218

 
10,032

Assets held for sale
11,595

 
11,719

Total current assets
316,993

 
309,860

Property and equipment, net
457,867

 
448,424

Goodwill
24,928

 
24,928

Intangible assets, net
67,400

 
67,945

Investments
33,688

 
34,799

Other assets, net
14,492

 
16,283

Total assets
$
915,368

 
$
902,239

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
1,750

 
$
1,795

Liabilities related to assets held for sale
1,814

 
2,439

Accounts payable
41,367

 
39,532

Accrued expenses and other current liabilities
59,382

 
64,899

Total current liabilities
104,313

 
108,665

Long-term debt, net
168,334

 
168,959

Other long-term liabilities
7,457

 
7,686

Deferred tax liabilities
20,907

 
20,907

Total liabilities
301,011

 
306,217

Commitments and contingencies

 

Shareholders' equity:
 
 
 
Tropicana Entertainment Inc. preferred stock at $0.01 par value; 10,000,000 shares authorized, no shares issued

 

Tropicana Entertainment Inc. common stock at $0.01 par value; 100,000,000 shares authorized, 26,312,500 shares issued and outstanding at June 30, 2013 and December 31, 2012
263

 
263

Additional paid-in capital
600,359

 
600,359

Retained earnings (accumulated deficit)
13,735

 
(4,600
)
Total shareholders' equity
614,357

 
596,022

Total liabilities and shareholders' equity
$
915,368

 
$
902,239


The accompanying notes are an integral part of these condensed consolidated financial statements.

2


TROPICANA ENTERTAINMENT INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(unaudited)

 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 

 
 

 
 

 
 

Casino
$
115,213

 
$
128,698

 
$
228,017

 
$
251,815

Room
21,493

 
24,186

 
41,028

 
46,168

Food and beverage
18,821

 
21,053

 
37,825

 
41,260

Other
5,207

 
5,786

 
10,138

 
10,916

Gross revenues
160,734

 
179,723

 
317,008

 
350,159

Less promotional allowances
(16,983
)
 
(20,987
)
 
(34,896
)
 
(42,090
)
Net revenues
143,751

 
158,736

 
282,112

 
308,069

Operating costs and expenses:
 

 
 

 
 

 
 

Casino
48,815

 
55,897

 
98,807

 
112,896

Room
8,084

 
9,119

 
15,189

 
16,734

Food and beverage
9,451

 
9,385

 
18,470

 
18,491

Other
3,938

 
4,456

 
7,326

 
7,838

Marketing, advertising and promotions
10,552

 
10,255

 
19,430

 
18,978

General and administrative
22,326

 
29,842

 
50,597

 
59,476

Maintenance and utilities
13,883

 
14,399

 
27,336

 
28,432

Depreciation and amortization
8,204

 
8,002

 
16,598

 
15,845

Impairment charges and other
190

 
1,871

 
698

 
1,856

Total operating costs and expenses
125,443

 
143,226

 
254,451

 
280,546

Operating income
18,308

 
15,510

 
27,661

 
27,523

Other income (expense):
 

 
 

 
 

 
 

Interest expense
(3,605
)
 
(3,645
)
 
(7,180
)
 
(9,821
)
Interest income
216

 
193

 
403

 
332

Loss on debt retirement

 

 

 
(12,847
)
Total other income (expense)
(3,389
)
 
(3,452
)
 
(6,777
)
 
(22,336
)
Income from continuing operations before income taxes
14,919

 
12,058

 
20,884

 
5,187

Income tax expense
(1,079
)
 
(2,623
)
 
(1,765
)
 
(1,453
)
Income from continuing operations
$
13,840

 
$
9,435

 
$
19,119

 
$
3,734

Income (loss) from discontinued operations, net
(830
)
 
(675
)
 
(784
)
 
205

Net income
13,010

 
8,760

 
18,335

 
3,939

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted income per common share:
 

 
 

 
 

 
 

Income from continuing operations
$
0.53

 
$
0.36

 
$
0.73

 
$
0.14

Income (loss) from discontinued operations, net
(0.03
)
 
(0.03
)
 
(0.03
)
 
0.01

Net income
0.50

 
0.33

 
0.70

 
0.15

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding:
 

 
 

 
 

 
 

Basic and diluted
26,313

 
26,313

 
26,313

 
26,313


The accompanying notes are an integral part of these condensed consolidated financial statements.

3


TROPICANA ENTERTAINMENT INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 
Six months ended June 30,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
18,335

 
$
3,939

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Loss on debt retirement

 
12,847

Impairment of discontinued operations
1,454

 

Depreciation and amortization (including discontinued operations)
16,714

 
16,033

Amortization of debt discount and debt issuance costs
637

 
2,648

Impairment charges
439

 
1,776

Loss on disposition of asset (including discontinued operations)
259

 
85

Changes in current assets and current liabilities:
 
 
 
Receivables, net
(2,905
)
 
1,949

Inventories, prepaids and other assets
(3,090
)
 
(2,541
)
Accounts payable, accrued expenses and other liabilities
(41
)
 
(2,486
)
Other
2,390

 
3,273

Net cash provided by operating activities
34,192

 
37,523

Cash flows from investing activities:
 
 
 
Additions of property and equipment
(34,657
)
 
(23,045
)
Insurance proceeds
490

 

Other
2,179

 
761

Net cash used in investing activities
(31,988
)
 
(22,284
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of debt

 
171,500

Payment on early retirement of debt

 
(2,048
)
Payments on debt
(964
)
 
(104,158
)
Restricted cash
(13
)
 
(1,950
)
Payment of financing costs

 
(3,324
)
Net cash provided by (used in) financing activities
(977
)
 
60,020

Net increase in cash and cash equivalents
1,227

 
75,259

Decrease in cash and cash equivalents related to assets held for sale
315

 
435

Cash and cash equivalents, beginning of period
240,381

 
147,213

Cash and cash equivalents, end of period
$
241,923

 
$
222,907

 
 
 
 
Supplemental cash flow disclosure (including discontinued operations):
 
 
 
Cash paid for interest
$
6,471

 
$
7,100

Cash paid for income taxes
2,390

 
2,629

Change in capital expenditures included in accrued and other current liabilities
(4,556
)
 


The accompanying notes are an integral part of these condensed consolidated financial statements.

4


TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1—ORGANIZATION AND BACKGROUND
Organization
Tropicana Entertainment Inc. (the "Company," "TEI," "we," "us," or "our"), a Delaware corporation, is an owner and operator of regional casino and entertainment properties located in the United States and one casino resort development located on the island of Aruba. The Company's United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi and New Jersey. The Company views each property as an operating segment which it aggregates by region in order to present its reportable segments: (i) East, (ii) Central, (iii) West and (iv) South and other. The current operations of the Company, by region, include the following:
East—Tropicana Casino and Resort, Atlantic City ("Tropicana AC") located in Atlantic City, New Jersey;
Central—Tropicana Evansville ("Tropicana Evansville") located in Evansville, Indiana;
West—Tropicana Laughlin Hotel and Casino ("Tropicana Laughlin") located in Laughlin, Nevada; and MontBleu Casino Resort & Spa ("MontBleu") located in Lake Tahoe, Nevada; and
South and other—Belle of Baton Rouge ("Belle of Baton Rouge") located in Baton Rouge, Louisiana; Trop Casino Greenville ("Tropicana Greenville") located in Greenville, Mississippi and Tropicana Aruba Resort & Casino ("Tropicana Aruba") located in Noord, Aruba.

In addition, the Company owns River Palms Hotel and Casino ("River Palms") located in Laughlin, Nevada, which is presented as discontinued operations in the accompanying condensed consolidated statements of income while the assets and liabilities are presented as held for sale in the accompanying condensed consolidated balance sheets as a result of the asset purchase agreement entered into in April 2013.

In April 2012, the Bayou Caddy's Jubilee Casino ("Jubilee") riverboat facility was closed and its operations were consolidated into Trop Casino Greenville as part of a project to expand and rebrand that property. The grand opening of Trop Casino Greenville occurred in May 2012. Because the Company is continuing operations within the Greenville market by combining the operations into one facility, Jubilee is not presented as discontinued operations in the accompanying condensed consolidated financial statements.
Background
The Company was formed on May 11, 2009 to acquire certain assets of Tropicana Entertainment Holdings, LLC ("TEH"), and certain of its subsidiaries pursuant to their plan of reorganization under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). The Company also acquired Columbia Properties Vicksburg ("CP Vicksburg"), JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty, LLC ("Realty"), all of which were part of the same plan of reorganization (the "Plan") as TEH (collectively, the "Predecessors"). In addition, the Company acquired certain assets of Adamar of New Jersey, Inc. ("Adamar"), an unconsolidated subsidiary of TEH, pursuant to an amended and restated asset purchase agreement, including Tropicana AC. The reorganization of the Predecessors and the acquisition of Tropicana AC (together, the "Restructuring Transactions") were consummated and became effective on March 8, 2010 (the "Effective Date"), at which time the Company acquired Adamar and several of the Predecessors' gaming properties and related assets. Adamar was not a party to the Predecessors' bankruptcy. Prior to March 8, 2010, the Company conducted no business, other than in connection with the reorganization of the Predecessors and the acquisition of Tropicana AC, and had no material assets or liabilities.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain disclosures required by generally accepted accounting principles in the United States ("GAAP") are omitted or condensed in these condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the Company's financial position, results of operations and cash flows for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended

5

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

December 31, 2012, from which the accompanying condensed consolidated balance sheet information as of that date was derived.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated in the Company's financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, the estimated valuation allowance for deferred tax assets, certain tax liabilities, estimated cash flows in assessing the impairment of long-lived assets, intangible assets, Casino Reinvestment Development Authority (the "CRDA") investments, self-insured liability reserves, customer loyalty program reserves, contingencies, litigation, claims, assessments and loss contingencies. Actual results could differ from these estimates. At December 31, 2012 the Company estimated bonus accruals to be paid out in 2013. Actual payments of bonuses occurred in March 2013 and resulted in a reduction of the bonus accrual of $0.6 million. The impact of this change in accounting estimate is an increase of $0.6 million to operating income for the six months ended June 30, 2013. At December 31, 2011 the Company estimated bonus accruals to be paid out in 2012. Actual payments of bonuses occurred in April 2012 and resulted in a reduction of the bonus accrual of $1.2 million. The impact of this change in accounting estimate is an increase of $1.2 million to operating income for the six months ended June 30, 2012.
Restricted Cash
Restricted cash consisted primarily of funds invested in approved money market funds. At June 30, 2013 and December 31, 2012, $9.7 million and $9.7 million, respectively, were restricted by the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") in connection with the reorganization of the Predecessors for the purpose of satisfying liabilities related to professional services incurred in connection with the Restructuring Transactions, and $5.6 million and $5.6 million, respectively, were restricted to collateralize letters of credit.
Fair Value of Financial Instruments
The carrying values of the Company's cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value because of the short term maturities of these instruments. The carrying values of investments, which include deposits and bonds, approximate fair value as items are presented net of a valuation allowance and in the case of the bonds, net of an unamortized discount.
The fair value of our long-term debt is based on the quoted market prices for similar issues. The estimated fair value of our long-term debt as of June 30, 2013 is approximately $173.2 million.

6

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

Revenue Recognition and Promotional Allowances
Casino revenue represents the difference between wins and losses from gaming activities. Room, food and beverage and other operating revenues are recognized at the time the goods or services are provided. The Company collects taxes from customers at the point of sale on transactions subject to sales and other taxes. Revenues are recorded net of any taxes collected. The majority of the Company's casino revenue is counted in the form of cash and chips and, therefore, is not subject to any significant or complex estimation. The retail value of rooms, food and beverage and other services provided to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. The estimated departmental costs and expenses of providing these promotional allowances, for continuing operations, are included in casino operating costs and expenses and consist of the following (in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2013
 
2012
 
2013
 
2012
Room
 
$
3,618

 
$
3,554

 
$
7,554

 
$
8,106

Food and beverage
 
8,118

 
9,758

 
16,181

 
18,766

Other
 
394

 
738

 
792

 
1,180

Total
 
$
12,130

 
$
14,050

 
$
24,527

 
$
28,052

Recently Issued Accounting Standards
A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our condensed consolidated financial statements.
Reclassifications
Certain reclassifications have been made to prior year amounts in order to conform with current year presentation.
NOTE 3—RECEIVABLES
Receivables consist of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
Casino
$
19,949

 
$
19,670

Hotel
5,852

 
5,024

Predecessors' administrative tax claim
10,478

 
10,478

Income tax receivable
706

 

Other
6,118

 
4,864

 
43,103

 
40,036

Allowance for doubtful accounts
(12,551
)
 
(12,223
)
Receivables, net
$
30,552

 
$
27,813

The Predecessors' administrative tax claim amounts represent tax refund claims filed related to our Predecessors. The timing of any collections on these claims is uncertain and is pending litigation.

7

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

NOTE 4—PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
 
Estimated
life
(years)
 
June 30, 2013
 
December 31, 2012
Land
 
$
90,321

 
$
90,190

Buildings and improvements
10 - 40
 
323,828

 
316,695

Furniture, fixtures and equipment
3 - 7
 
114,131

 
101,940

Riverboats and barges
5 - 15
 
18,990

 
20,100

Construction in progress
 
18,974

 
13,029

 
 
 
566,244

 
541,954

Accumulated depreciation
 
 
(108,377
)
 
(93,530
)
Property and equipment, net
 
 
$
457,867

 
$
448,424

In January 2013 the Jubilee barge was damaged as a result of a high-wind storm. The full extent of the damage is still being evaluated. Based on the Company's preliminary assessment, the barge suffered moderate damage. The Company has filed preliminary claims with its insurance carriers. Due to the damage sustained, the Company tentatively adjusted the carrying value of the barge to an estimated salvage value of $0.4 million, which resulted in a loss of $0.4 million included in the accompanying condensed consolidated statement of income for the six months ended June 30, 2013. As of June 30, 2013 the Company had received $0.5 million in insurance proceeds and has recorded a receivable of $0.2 million for additional insurance proceeds, which is included in the accompanying condensed consolidated balance sheets as of June 30, 2013. The Company is uncertain of the amount and timing of any additional insurance proceeds that may be received, which may result in a future gain or loss.
NOTE 5—GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying amount of Goodwill are as follows (in thousands):
 
June 30, 2013
 
December 31, 2012
 
Gross
Carrying
Amount
 
Accumulated
Impairment
 
Net
Carrying
Value
 
Gross
Carrying
Amount
 
Accumulated
Impairment
 
Net
Carrying
Value
Central
14,224

 

 
14,224

 
14,224

 

 
14,224

South and other
1,731

 
(1,731
)
 

 
1,731

 
(1,731
)
 

Corporate
10,704

 

 
10,704

 
10,704

 

 
10,704

Total
26,659

 
(1,731
)
 
24,928

 
26,659

 
(1,731
)
 
24,928

Intangible assets consist of the following (in thousands):
 
 
Estimated
life
(years)
 
June 30, 2013
 
December 31, 2012
Trade name
 
Indefinite
 
$
25,500

 
$
25,500

Gaming licenses
 
Indefinite
 
28,700

 
28,700

Customer lists
 
3
 
2,861

 
2,861

Favorable lease
 
5 - 42
 
15,645

 
15,645

Total intangible assets
 
 
 
72,706

 
72,706

Less accumulated amortization:
 
 
 
 
 
 
Customer lists
 
 
 
(2,861
)
 
(2,702
)
Favorable lease
 
 
 
(2,445
)
 
(2,059
)
Total accumulated amortization
 
 
 
(5,306
)
 
(4,761
)
Intangible assets, net
 
 
 
$
67,400

 
$
67,945

Upon the adoption of fresh-start reporting, the Company recognized $29.5 million in an indefinite life trade name related to the "Tropicana" trade name which was reduced by a $3.7 million impairment loss during the fourth quarter of 2010 and an additional $0.3 million impairment loss in the fourth quarter of 2011. The Company also recognized, upon the adoption of fresh-start reporting, $44.0 million of indefinite life gaming licenses related to entities that are located in gaming jurisdictions

8

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

where competition is limited to a specified number of licensed gaming operators, which was reduced by a $15.3 million impairment loss during the fourth quarter of 2010. At June 30, 2013, the indefinite life gaming license of $28.7 million is related to Tropicana Evansville.
Customer lists, which represent the value associated with customers enrolled in our customer loyalty programs, were valued at $1.5 million upon adoption of fresh-start reporting and $1.4 million was also recognized in connection with the Tropicana AC acquisition and are being amortized on a straight-line basis over three years. As of February 2013 the value associated with the customer lists were fully amortized. Amortization expense related to customer lists, which is amortized to depreciation and amortization expense, for the three months ended June 30, 2012 was $0.3 million. Amortization expense for the six months ended June 30, 2013 and 2012 was $0.2 million and $0.5 million, respectively.
Favorable lease arrangements were valued at $8.6 million upon adoption of fresh-start reporting and are being amortized to rental expense on a straight-line basis over 30 years, which approximates the remaining useful life of the respective leased facility. In the second quarter of 2012, the Company determined that certain lease arrangements valued upon adoption of fresh-start reporting were overstated; accordingly, the Company reduced the intangible asset, net of accumulated amortization, by $5.3 million as of June 30, 2012. In connection with the Tropicana AC acquisition, the Company also recognized $5.2 million of intangibles assets relating to favorable lease arrangements which are being amortized to tenant income on a straight-line basis over the terms of the various leases. In the second quarter of 2012, management reviewed the tenant leases at Tropicana AC and determined that there was a $1.8 million impairment due to certain original tenant leases being terminated early. The remaining balance will continue to be amortized over the remaining useful life. Additionally, in connection with the acquisition of Tropicana Aruba, the Company recognized $10.3 million of intangible assets relating to a favorable land lease arrangement which is amortized to rental expense on a straight-line basis over the remaining term of the land lease of approximately 42 years. Amortization expense related to favorable lease arrangements, which is amortized to rental expense or tenant income, as applicable, for the three months ended June 30, 2013 and 2012, was $0.2 million and $0.2 million, respectively. Amortization expense for the six months ended June 30, 2013 and 2012 was $0.4 million and $0.5 million, respectively.
NOTE 6—INVESTMENTS
The New Jersey Casino Control Act provides, among other things, for an assessment of licensees equal to 1.25% of gross gaming revenues in lieu of an investment alternative tax equal to 2.5% of gross gaming revenues. The Company may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the CRDA. Funds deposited with the CRDA may be used to purchase bonds designated by the CRDA or, under certain circumstances, may be donated to the CRDA in exchange for credits against future CRDA investment obligations. The carrying value of the total investments at June 30, 2013 and December 31, 2012 approximates their fair value.
Investments consist of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
Investment in bonds—CRDA
$
16,619

 
$
16,616

Less unamortized discount
(4,474
)
 
(4,498
)
Less valuation allowance
(3,433
)
 
(3,415
)
Deposits—CRDA
29,267

 
29,751

Less valuation allowance
(6,932
)
 
(6,987
)
Direct investment—CRDA
3,314

 
4,612

Less valuation allowance
(673
)
 
(1,280
)
Total investments
$
33,688

 
$
34,799

The CRDA bonds have various contractual maturities that range from 2 to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights. The Company treats CRDA bonds as held-to-maturity since the Company has the ability and the intent to hold these bonds to maturity and under the CRDA, the Company is not permitted to do otherwise. As such, the CRDA bonds are initially recorded at a discount to approximate fair value.
After the initial determination of fair value, the Company will analyze the CRDA bonds for recoverability on a quarterly basis based on management's historical collection experience and other information received from the CRDA. If indications exist that the CRDA bond is impaired, additional valuation allowances will be recorded.
Funds on deposit with the CRDA are held in an interest bearing account by the CRDA. Interest is earned at the stated rate that approximates two-thirds of the current market rate for similar assets. The Company records charges to expense to reflect

9

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

the lower return on investment and records the deposit at fair value on the date the deposit obligation arises. During the three months ended June 30, 2013 and 2012, the rate used to calculate the reserve decreased, resulting in a gain of $0.2 million and $31,000, respectively, which is included in general administrative expenses on the accompanying condensed consolidated statements of income. During the six months ended June 30, 2013 and 2012, the Company charged $0.1 million and $0.1 million, respectively, to general and administrative expenses on the accompanying condensed consolidated statements of income.
NOTE 7—OTHER ASSETS
Other assets consist of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
Debt issuance costs
$
2,693

 
$
2,910

Tropicana Evansville prepaid rent
3,825

 
5,175

Deposits
4,718

 
6,176

Other
3,256

 
2,022

Other assets
$
14,492

 
$
16,283

NOTE 8—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
Accrued payroll and benefits
$
25,910

 
$
24,403

Accrued gaming and related
9,849

 
10,604

Accrued taxes
6,478

 
10,302

Predecessors' administrative tax claim
9,792

 
9,792

Other accrued expenses and current liabilities
7,353

 
9,798

Total accrued expenses and other current liabilities
$
59,382

 
$
64,899

The Predecessors' administrative tax claim amounts represent certain tax liabilities related to our Predecessors. The Company is in the process of determining the timing and amount of the Predecessors' claims to be settled.
NOTE 9—DEBT
Debt consists of the following (in thousands):
 
June 30, 2013
 
December 31, 2012
New Term Loan Facility, due 2018, interest at 7.5% at March 31, 2013 and December 31, 2012, net of unamortized discount of $2.7 million and $3.0 million at June 30, 2013 and December 31, 2012, respectively
$
170,084

 
$
170,665

Other long-term debt

 
89

Total long-term debt
170,084

 
170,754

Less current portion of debt
(1,750
)
 
(1,795
)
Total long-term debt, net
$
168,334

 
$
168,959

Credit Facilities
In March 2012, the Company entered into the credit facilities (the "Credit Facilities"), which consist of (i) a senior secured first lien term loan facility in an aggregate principal amount of $175 million, issued at a discount of 2% (the "New Term Loan Facility") and (ii) a cash collateralized letter of credit facility in a maximum aggregate amount of $15 million (the "Letter of Credit Facility"). Commencing on June 30, 2012, the New Term Loan Facility requires quarterly principal payments of 0.25% of the original principal amount with any remaining outstanding amounts due on the maturity date, March 16, 2018. The New Term Loan Facility is secured by substantially all of the Company's assets and is guaranteed by all of the Company's domestic subsidiaries. A portion of the net proceeds from the New Term Loan Facility was used to repay in full the amounts outstanding under the exit facility, which consisted of a $130 million senior secured term loan credit facility and a $20 million senior secured revolving credit facility (the “Exit Facility”), which totaled approximately $107.7 million in repaid principal,

10

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

accrued and unpaid interest and the applicable prepayment penalty. During the six months ended June 30, 2012 the Company recognized a $12.8 million loss on debt retirement which consists of a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts.
At the election of the Company and subject to certain conditions, the amount available under the New Term Loan Facility may be increased by up to $75 million, which increased amount may be comprised of additional term loans and up to $20 million of revolving loans. The Letter of Credit Facility provides for the issuance of letters of credit with an aggregate stated amount of up to $15 million, through a termination date of March 16, 2017. The letters of credit issued under the Letter of Credit Facility will be secured by cash collateral in an amount no less than 103% of the face amounts of such letters of credit.
The obligations under the New Term Loan Facility bear interest, at the Company's election, at an annual rate equal to either: (i) the sum of (a) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) (subject to a 1.50% floor); plus (b) a margin of 6.00%; or (ii) the sum of: (a) the alternate base rate, which is equal to the greatest of: (1) the corporate base rate of UBS AG, Stamford Branch; (2) the Federal Funds Effective Rate (as defined in the New Term Loan Facility) plus 0.50%; or (3) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) for one month plus 1.00% (all subject to a 2.50% floor); plus (b) a margin of 5.00%; such that, in either case, the applicable interest rate shall not be less than 7.50%. An additional 2% default rate also applies in certain instances described in the New Term Loan Facility. As of June 30, 2013, the interest rate was 7.5%.
The New Term Loan Facility may be prepaid at the option of the Company any time without penalty (other than customary breakage fees). The New Term Loan Facility contains mandatory prepayment provisions from proceeds received by the Company and its subsidiaries as a result of asset sales, the incurrence of indebtedness and issuance of equity, casualty events and excess cash flow (subject in each case to certain exceptions). Key covenants binding the Company and its subsidiaries include (i) limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments, and affiliate and extraordinary transactions, (ii) compliance with a first lien net leverage ratio, measured quarterly on a trailing twelve-month basis (3.25:1.00 for the quarter ended March 31, 2013, and reducing annually over time to 2.50:1.00 beginning as of the quarter ending March 31, 2016), and (iii) compliance with a total net leverage ratio, measured quarterly on a trailing twelve-month basis, of 5.00:1.00. Key defaults include (i) failure to repay principal, interest, fees and other amounts owing under the facility, (ii) cross default to certain other indebtedness, (iii) the rendering of certain judgments against the Company or its subsidiaries, (iv) failure of security documents to create valid liens on property securing the New Term Loan Facility and to perfect such liens, (v) revocation of casino, gambling, or gaming licenses, (vi) the Company's or its material subsidiaries' bankruptcy or insolvency; and (vii) the occurrence of a Change of Control (as defined in the New Term Loan Facility). Many defaults are also subject to cure periods prior to such default giving rise to the right of the lenders to accelerate the loans and to exercise remedies. The Company was in compliance with the covenants of the New Term Loan Facility at June 30, 2013.
NOTE 10—IMPAIRMENT CHARGES AND OTHER
Impairment charges and other write-downs consist of the following (in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2013
 
2012
 
2013
 
2012
Impairment of barge (Note 4)
 
$

 
$

 
$
439

 
$

Impairment of intangible assets (Note 5)
 

 
1,776

 

 
1,776

Loss on disposal of assets
 
190

 
95

 
259

 
80

Total impairment charges and other
 
$
190

 
$
1,871

 
$
698

 
$
1,856

NOTE 11—RELATED PARTY TRANSACTIONS
Icahn Affiliates
On May 4, 2009, pursuant to the Plan, the Company entered into a commitment letter (the "Commitment Letter") with Icahn Affiliates, pursuant to which Icahn Affiliates committed to provide, on a fully underwritten basis, the Exit Facility. At the time of the repayment of the Exit Facility in March 2012, an entity affiliated with Mr. Icahn was a lender under the Exit Facility and held more than 50% of the loans extended under the Exit Facility. In addition, another entity affiliated with Mr. Icahn was the administrative agent and collateral agent under the Exit Facility. The Company and TEH paid a total of $9.5 million in debt issuance costs related to the Exit Facility. In March 2012, when the Exit Facility was repaid in full, the Company paid a

11

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

prepayment penalty to the lenders of $2.0 million and expensed the remaining unamortized debt issuance costs of $2.7 million to loss on debt retirement in the six months ended June 30, 2012.
Insight Portfolio Group LLC (formerly Icahn Sourcing, LLC)
Icahn Sourcing, LLC ("Icahn Sourcing") is an entity formed by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating rates with a wide range of suppliers of goods, services and tangible and intangible property. The Company was a member of the buying group in 2012 and, as such, was afforded the opportunity to purchase goods, services and property from vendors with whom Icahn Sourcing had negotiated rates and terms. Icahn Sourcing did not guarantee that the Company would purchase any goods, services or property from any such vendors, and the Company was under no obligation to do so. Prior to December 31, 2012, the Company did not pay Icahn Sourcing any fees or other amounts with respect to the buying group arrangement.
Effective January 1, 2013, Icahn Sourcing restructured its ownership and changed its name to Insight Portfolio Group LLC (“Insight Portfolio Group”). In connection with the restructuring, the Company acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses in 2013. In addition to the minority equity interest held by the Company, a number of other entities with which Mr. Icahn has a relationship also acquired equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group's operating expenses in 2013. The Company may purchase a variety of goods and services as a member of the buying group at prices and on terms that the Company believes are more favorable than those which would be achieved on a stand-alone basis. The Company paid $0.1 million to Insight Portfolio Group during the three and six months ended June 30, 2013.
NOTE 12—COMMITMENTS AND CONTINGENCIES
Leases
MontBleu Lease
The Company has a lease agreement with respect to the land and building which MontBleu operates, through December 31, 2028. Under the terms of the lease, rent is $333,333 per month, plus 10% of annual gross revenues in excess of $50 million through December 31, 2011. After December 31, 2011, rent is equal to the greater of (i) $333,333 per month as increased by the same percentage that the consumer price index has increased from 2009 thereafter, plus 10% of annual gross revenues in excess of a Breakpoint as defined in the terms of the lease agreement, or (ii) 10% of annual gross revenues. In connection with fresh-start reporting, the Company recognized an unfavorable lease liability of $9.6 million related to this lease that will be amortized on a straight-line basis to rental expense over the remaining term of the lease. The unfavorable lease liability balance was $7.9 million and $8.2 million on the accompanying condensed consolidated balance sheets as of June 30, 2013 and December 31, 2012, respectively.
Tropicana Evansville Land Lease
The Company leases from the City of Evansville, Indiana approximately ten acres of the approximately 20 acres on which Tropicana Evansville is situated. Under the terms of the lease, the Company may extend the lease term through November 30, 2040 by exercising up to seven five-year renewal options. In March 2010, the Company amended the Tropicana Evansville land lease and exercised its second of its seven renewal options which extends the lease term through November 2015. Under the terms of the lease renewal, effective December 1, 2010, the Company is required to pay a percentage of the adjusted gross receipts ("AGR") for the year in rent with a minimum annual rent of no less than $2.0 million. The percentage rent shall be equal to 2% of the AGR up to $25 million, plus 4% of the AGR in excess of $25 million up to $50 million, plus 6% of the AGR in excess of $50 million up to $75 million, plus 8% of the AGR in excess of $75 million up to $100 million and plus 12% of the AGR in excess of $100 million. In accordance with the lease renewal, during 2010 the Company paid a total of $13.5 million for the prepayment of rent to the City of Evansville for the period between January 2011 and December 2015. In addition, per the terms of the lease, the Company agreed to construct a pedestrian bridge to Tropicana Evansville as a leasehold improvement at an estimated cost of approximately $3.0 million to be completed within three years after the Effective Date. The bridge opened in April 2012 at a cost of approximately $3.4 million.
Belle of Baton Rouge Lease
Belle of Baton Rouge leases certain land and buildings under separate leases, with annual payments of $0.3 million which run through 2013 with options to extend for up to 70 years. In addition, Belle of Baton Rouge leases a parking lot with annual base rent of approximately $0.4 million, plus 0.94% of annual adjusted gross revenue in excess of $45 million but not to exceed $80 million through August 2015.

12

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

Tropicana Greenville Lease
Tropicana Greenville leases approximately four acres of land on which the docking, entry and parking facilities of the casino are situated. Tropicana Greenville is required to pay an amount equal to 2% of its monthly gross gaming revenues in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which annual gross gaming revenues exceed $36.6 million, Tropicana Greenville is required to pay 8% of the excess amount as rent pursuant to the terms of the lease. The current lease expires in 2019 with options to extend its term through 2044.
Jubilee Lease
The Company has a lease agreement with the City of Greenville, Mississippi, for the moorage, docking and berthing of Jubilee. The current lease with the City of Greenville requires annual rental payments of $0.4 million which expires in August 2020 and provides the Company with the option of two five-year renewals. Jubilee ceased operations at its riverboat facility in April 2012. The Company is evaluating its future uses of the Jubilee facility. Under the terms of the lease, the Company is obligated to continue rent payments and in April 2013 the vessel was moved to a dry dock facility in Amelia, Louisiana.
Tropicana Aruba Land Lease
The Company assumed a land lease in August 2010 for approximately 14 acres of land on which Tropicana Aruba is situated through July 30, 2051. Under the terms of the land lease, the annual rent is $93,000.
Other Commitments and Contingencies
2011 New Jersey Legislation
On February 1, 2011, the Governor of New Jersey signed two pieces of legislation, effective on that date, S-11 (the "Tourism District Bill") and S-12 (the "Deregulation Bill"). The overall intent of the Tourism District Bill delegates redevelopment authority and creation of a master plan to the CRDA and allows the CRDA the ability to enter into a five year public private partnership with the casinos in Atlantic City that have formed the Atlantic City Alliance ("ACA") to jointly market the city. Through this legislation the Atlantic City Casinos are required to contribute $5.0 million prior to 2012. Thereafter, the legislation obligates the Atlantic City Casinos either through the ACA or, if not a member of the ACA, through individual assessments, to provide funding for the Tourism District Bill in the aggregate amount of $30.0 million annually over the next five years. Each Atlantic City Casino's proportionate share of the assessment will be based on the gross revenue generated in the preceding fiscal year. The Company estimates its portions of these industry obligations to be approximately 7.8%.
The Deregulation Bill removes duplicative and onerous functions that both the New Jersey Casino Control Commission (the "NJCCC") and the Division of Gaming Enforcement currently require the Atlantic City Casinos to perform. Reforms in technology, internal controls, and licensing requirements are among the many amendments effected by the New Jersey Casino Control Act, which is expected to provide the industry significant cost savings and make it more competitive in the market.
New Jersey CRDA
The NJCCC imposes an annual tax of 8% on gross casino revenue. Pursuant to legislation adopted in 1984, casino licensees are required to invest an additional 1.25% of gross casino revenue for the purchase of bonds to be issued by the CRDA or make other approved investments equal to that amount; in the event the investment requirement is not met, the casino licensee is subject to a tax of 2.5% percent on gross casino revenue. As mandated by the legislation, the interest rate of the CRDA bonds purchased by the licensee will be two-thirds of the average market rate for bonds available for purchase and published by a national bond index at the time of the CRDA bond issuance.
Wimar and CSC Administrative Expense Claims
On March 31, 2009, Wimar Tahoe Corporation ("Wimar") and Columbia Sussex Corporation ("CSC") filed separate proceedings with the Bankruptcy Court related to administrative expense claims against the Predecessors. On August 4, 2010, Wimar and CSC separately filed motions for summary judgment seeking payment on account of these claims from the Company totaling approximately $5.4 million, which was recorded as a liability upon emergence from bankruptcy and is included in accounts payable in our accompanying condensed consolidated balance sheet as of June 30, 2013 and December 31, 2012. In its objection to Wimar and CSC's motions for summary judgment, the Company disputes the administrative expense and/or priority status of certain amounts claimed and also contends that any payment to CSC or Wimar should await the resolution of the adversary proceeding instituted by Lightsway Litigation Services, LLC, as Trustee of the Tropicana Litigation Trust established in the voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, against

13

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

CSC and Wimar. On June 24, 2011, the Company, CSC, and Wimar, along with certain other parties, participated in mediation concerning Wimar and CSC's claims, but the mediation terminated without resolution of the claims. Oral argument on the summary judgment motions were conducted on September 27, 2011 and November 22, 2011, the parties are awaiting the Court's decision regarding these motions.
Aztar v. Marsh
Aztar Corporation ("Aztar") filed a broker malpractice and breach of contract action in the Superior Court of New Jersey, Atlantic County, Law Division (the “Court”) on August 12, 2010, against Marsh & McLennan Companies, Marsh, Inc., Marsh USA, Inc. and various fictitious Marsh entities (together, the "Marsh Defendants"). The claim seeks $100 million or more in compensatory damages against the Marsh Defendants, Aztar's risk management and insurance brokers at the time of a 2002 expansion of Tropicana AC by Aztar, including, but not limited to, lost profits, expenses arising from the interruption of operations, attorneys' fees, loss of the use of the insurance proceeds at issue, and litigation expenses resulting from the Marsh Defendants' failure to secure for Aztar business interruption and property damage coverage covering losses sustained by Aztar from the collapse of a parking garage that occurred at Tropicana AC on October 30, 2003.
The Marsh Defendants filed an answer on October 20, 2010 denying the material allegations of the complaint and subsequently filed a Motion to Dismiss for Forum Non Conveniens in December 2010, which motion was denied by the Court on April 12, 2011. On August 18, 2011 the Marsh Defendants filed a Motion for Summary Judgment arguing that the Court should apply the Arizona Statue of Limitations to the action. Aztar filed an objection to the Marsh Defendants' motion on September 23, 2011 arguing, inter alia, that the New Jersey Statute of Limitations applies to the action. The Marsh Defendants filed its Reply on October 3, 2011. The motion was argued in January 2012. In April 2012, the Court granted the Marsh Defendants' Motion for Summary Judgment dismissing Aztar's complaint with prejudice. Aztar subsequently filed a Motion for Reconsideration with the Court, which was denied. In September 2012, Aztar filed an appeal of the Court's decision to dismiss the case with the Superior Court of New Jersey, Appellate Division, which appeal is currently pending. A hearing on the appeal was held in May 2013. Any recovery obtained by Aztar in this action will be recoverable by the Company as the current owner of Tropicana AC.
Nevada Use Tax Claims
On March 27, 2008, the Nevada Supreme Court issued a decision in Sparks Nugget, Inc. vs. The State of Nevada Department of Taxation (the "Sparks Decision"), that food purchased for subsequent use in the provision of complimentary and/or employee meals was exempt from both sales and use tax. The Predecessors had previously paid use tax on food purchased for subsequent use in complimentary and employee meals at our Nevada casino properties and subsequently filed refund claims for the periods from February 2000 through March 2008 (“Predecessor Refund Claims”).
The Company also claimed sales and use tax exemptions on tax returns for periods from March 2008 to February 2012 (“Company Exemption Claims”) based on the Sparks Decision and did not accrue or pay any sales or use tax for that period. Subsequently, the Nevada Department of Taxation (“Department”) asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis based upon a Nevada Tax Commission (“Commission”) decision concerning another gaming company that determined complimentary meals provided to customers are subject to sales tax at the retail value of the meal and employee meals are subject to sales tax at the cost of the meal. The other gaming company filed in Clark County District Court a petition for judicial review of the Commission decision. Based upon the Commission decision, the Company subsequently accrued for but did not remit any tax, as it disagreed with the position asserted by the Department and the Commission.
In May 2013, the Department, the Commission and the Company (among others) entered into a settlement agreement (the “Settlement”) to resolve the Predecessor Refund Claims and the Company Exemption Claims. Pursuant to the Settlement, the Company will receive partial refunds and tax credits in the amount of approximately $1.0 million related to the Predecessor Refund Claims. The Settlement was contingent upon enactment of legislation by the State of Nevada (“Assembly Bill 506”) that clarified that food, meals and non-alcoholic beverages provided on a complimentary basis to employees, patrons or guests of a retailer are not subject to sales or use tax. Assembly Bill 506 was enacted in June 2013. As a result of the Settlement, the Company reversed accrued sales and use taxes of $0.5 million and recognized the adjustment as a reduction to general and administrative expenses from continuing operations in the accompanying condensed consolidated statements of income.

14

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

Greenville Riverboat, LLC Appraisal Action
On October 28, 2010, immediately following Mississippi Gaming Commission approval, the Company elected to effect a merger which resulted in the purchase of the minority interests in Greenville Riverboat, LLC, the Company's subsidiary that owns Tropicana Greenville (formerly Lighthouse Point Casino). The minority owner received $2.5 million in January 2011, and exercised its appraisal rights requesting an additional $3.2 million as payment for its minority interest. The minority owner also asserted certain cross claims against Tropicana Greenville in the appraisal proceedings for additional distributions. In December 2012 a Special Master appointed by the court submitted a business valuation report to the court appraising the minority interest at approximately $2.6 million. The Company filed exceptions seeking a further reduction to approximately $2.3 million. In June 2013, the parties agreed to and executed a settlement pursuant to which the Company paid an additional $80,000 to the minority owner in exchange for a full release and dismissal of all claims. The case was subsequently dismissed by the Court.
Tropicana AC Tax Appeal Settlement
In January 2013 we settled outstanding real estate tax appeals involving our Tropicana AC property with the City of Atlantic City. The settlement involves the tax years 2008 through 2012 and also covers negotiated real estate assessments for 2013 and 2014. Under the terms of the settlement, Tropicana AC will receive a $49.5 million refund in the form of credits against future year real estate tax bills beginning in 2013 and ending in 2017. The credits are front-loaded in 2013 and 2014 so that after the credits are applied, Tropicana will pay $1.8 million in taxes in 2013 and $3.0 million in taxes in 2014, with the remainder of the credits spread over the remaining three years, 2015 through 2017. The Company will recognize these credits as a reduction to operating expenses in the periods they are utilized. In addition, the Company expensed $4.1 million in professional fees related to this settlement in the six months ended June 30, 2013.
Litigation in General
The Company is a party to various litigation that arises in the ordinary course of business. In the opinion of management, all pending legal matters are either adequately covered by insurance or, if not insured, will not have a material adverse effect on the financial position or the results of operations of the Company.
NOTE 13—STOCKHOLDERS' EQUITY
Common Stock
The Company is authorized to issue up to 100 million shares of its common stock, $0.01 par value per share ("Common Stock"), of which 26,312,500 shares were issued and outstanding as of June 30, 2013. Each holder of Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. The holders of Common Stock have no cumulative voting rights, preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Subject to any preferences that may be granted to the holders of the Company's preferred stock, each holder of Common Stock is entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore, as well as any distributions to the stockholders and, in the event of the Company's liquidation, dissolution or winding up is entitled to share ratably in all the Company's assets remaining after payment of liabilities.
Preferred Stock
The Company is authorized to issue up to 10 million shares of preferred stock, $0.01 par value per share, of which none were issued as of June 30, 2013. The Board of Directors, without further action by the holders of Common Stock, may issue shares of preferred stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversion rights and the description and number of shares constituting any wholly unissued series of preferred stock. Except as described above, the Board of Directors, without further stockholder approval, may issue shares of preferred stock with rights that could adversely affect the rights of the holders of Common Stock. The issuance of shares of preferred stock under certain circumstances could have the effect of delaying or preventing a change of control of TEI or other corporate action.
Warrants
In accordance with the Plan, holders of the Predecessors' $960 million of 95/8% Senior Subordinated Notes and general unsecured claims received warrants to purchase 3,750,000 shares of Common Stock ("Ordinary Warrants"). The Ordinary

15

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

Warrants have a four year, six month term and an exercise price of $52.44 per share. The Company evaluated the Ordinary Warrants under current accounting pronouncements and determined they were properly classified as equity on the accompanying condensed consolidated balance sheet. The Company valued the Ordinary Warrants using the Black-Scholes option valuation model assuming a life of 4.5 years, a volatility factor of 61% and a risk free interest rate of 2.36%. The resulting value of $11.5 million was recorded as a reorganization item of the Predecessors statements of operations.
Significant Ownership
At June 30, 2013, Mr. Icahn indirectly controlled approximately 67.9% of the voting power of the Company's Common Stock and, by virtue of such stock ownership, is able to control or exert substantial influence over the Company, including the election of directors. The existence of a significant stockholder may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire a majority of the Company's outstanding Common Stock. Mr. Icahn's interests may not always be consistent with the Company's interests or with the interests of the Company's other stockholders. Mr. Icahn and entities controlled by him may also pursue acquisitions or business opportunities that may or may not be complementary to the Company's business. To the extent that conflicts of interest may arise between the Company and Mr. Icahn and his affiliates, those conflicts may be resolved in a manner adverse to the Company or its other shareholders.
NOTE 14—BASIC AND DILUTED NET INCOME PER SHARE
The Company computes net income per share in accordance with accounting guidance that requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) for the period by the weighted average number of shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period, increased by potentially dilutive common shares that were outstanding during the period. Potentially dilutive common shares include warrants. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive.
Excluded from the calculation of diluted EPS are the Ordinary Warrants to purchase 3,750,000 shares of our common stock as they were anti-dilutive for all periods presented.
NOTE 15—DISCONTINUED OPERATIONS
As discussed in Note 1, in April 2013, the Company entered into an agreement to sell substantially all of the assets and certain liabilities of River Palms, and as a result, its operations are presented as discontinued operations in the accompanying condensed consolidated statements of income while its assets and liabilities are presented as held for sale in the accompanying balance sheets. The cash flows of the discontinued operations are included with the cash flows of continuing operations in the accompanying condensed consolidated statements of cash flows. The transaction is subject to regulatory approval and certain other conditions precedent and is expected to close in the third quarter of 2013, although the Company can make no assurances that the conditions will be satisfied or that the sale will be consummated in a timely manner, if at all.
The assets and liabilities of River Palms are presented as held for sale as follows (in thousands, unaudited):
 
June 30, 2013
 
December 31, 2012
Cash
$
1,965

 
$
2,280

Receivables, net
884

 
683

Property and equipment, net
6,428

 
6,561

Other assets
2,318

 
2,195

Total assets held for sale
11,595

 
11,719

 
 
 
 
Accounts payable
511

 
1,085

Accrued expenses and other liabilities
1,303

 
1,354

Total liabilities related to assets held for sale
$
1,814

 
$
2,439


16

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

Operating results of discontinued operations are summarized as follows (in thousands, unaudited):
 
Three months ended June 30,
 
Six months ended June 30,
 
2013
 
2012
 
2013
 
2012
Net revenues
$
4,745

 
$
4,873

 
$
9,592

 
$
10,771

Operating costs and expenses
(4,491
)
 
(5,347
)
 
(9,292
)
 
(10,627
)
Impairment of discontinued operations
(1,454
)
 

 
(1,454
)
 

Income (loss) from operations
(1,200
)
 
(474
)
 
(1,154
)
 
144

Income tax benefit (expense)
370

 
(201
)
 
370

 
61

Income (loss) from discontinued operations, net
$
(830
)
 
$
(675
)
 
$
(784
)
 
$
205

Loss related to sale
In accordance with the asset purchase agreement, the Company will sell substantially all of the assets and certain liabilities of River Palms in exchange for $7.0 million in cash. The Company compared its carrying value of River Palms to the sale price less estimated costs to complete the sale and recorded a preliminary loss on the sale of River Palms of $1.5 million which is included in the income (loss) from discontinued operations for the three months ended June 30, 2013.
NOTE 16—INCOME TAXES
The Company's effective income tax rate from continuing operations for the three months ended June 30, 2013 and 2012 was 7.2% and 21.8%, respectively. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the three months ended June 30, 2013 was primarily due to the utilization of the Company's deferred tax assets and employment credits offset by disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the three months ended June 30, 2012 was primarily related to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance. Looking forward, our effective income tax rate may fluctuate due to changes in tax legislation, changes in our estimates of federal tax credits, changes in our assessment of uncertainties as valued under accounting guidance for uncertainty in income taxes, as well as accumulated interest and penalties.
The Company's effective income tax rate from continuing operations for the six months ended June 30, 2013 and 2012 was 8.5% and 28.0%, respectively. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the six months ended June 30, 2013 was primarily related to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance. The difference between the federal statutory rate of 35% and the effective tax rate for the six months ended June 30, 2012, was primarily related to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance. Looking forward, our effective income tax rate may fluctuate due to changes in tax legislation, changes in our estimates of federal tax credits, changes in our assessment of uncertainties as valued under accounting guidance for uncertainty in income taxes, as well as accumulated interest and penalties.

17

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

NOTE 17—SEGMENT INFORMATION
The Company views each property as an operating segment which we aggregate by region in order to present our reportable segments: (i) East, (ii) Central, (iii) West, (iv) and South and other. The Company uses operating income to compare operating results among its segments and allocate resources.
The following table highlights by segment our net revenues and operating income, and reconciles operating income (loss) to income from continuing operations before income taxes for the quarters ended June 30, 2013 and 2012 (in thousands):
 
Three months ended June 30,
 
2013
 
2012
Net revenues:
 
 
 
East
$
66,527

 
$
75,082

Central
30,444

 
30,876

West
24,451

 
23,899

South and other
22,329

 
28,879

Corporate

 

Total net revenues
$
143,751

 
$
158,736

Operating income:
 
 
 
East
$
8,535

 
$
4,755

Central
8,158

 
7,046

West
2,915

 
2,206

South and other
1,275

 
5,609

Corporate
(2,575
)
 
(4,106
)
Total operating income
$
18,308

 
$
15,510

Reconciliation of operating income to income from continuing operations before income taxes:
 
 
 
Operating income
$
18,308

 
$
15,510

Interest expense
(3,605
)
 
(3,645
)
Interest income
216

 
193

Income from continuing operations before income taxes
$
14,919

 
$
12,058


18

TROPICANA ENTERTAINMENT INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

The following table highlights by segment our net revenues and operating income, and reconciles operating income (loss)to income from continuing operations before income taxes for the six months ended June 30, 2013 and 2012 (in thousands, unaudited):
 
 
 
 
 
Six months ended June 30,
 
2013
 
2012
Net revenues:
 
 
 
East
$
122,698

 
$
134,975

Central
61,446

 
63,069

West
50,658

 
50,487

South and other
47,310

 
59,538

Corporate

 

Total net revenues
$
282,112

 
$
308,069

Operating income:
 
 
 
East
$
7,265

 
$
(238
)
Central
15,320

 
14,469

West
7,000

 
7,266

South and other
3,656

 
12,826

Corporate
(5,580
)
 
(6,800
)
Total operating income
$
27,661

 
$
27,523

Reconciliation of operating income to income from continuing operations before income taxes:
 
 
 
Operating income
$
27,661

 
$
27,523

Interest expense
(7,180
)
 
(9,821
)
Interest income
403

 
332

Loss on debt retirement

 
(12,847
)
Income from continuing operations before income taxes
$
20,884

 
$
5,187

Assets by segment:
June 30, 2013
 
December 31, 2012
East
$
362,012

 
$
343,777

Central
151,635

 
154,860

West
106,327

 
106,235

South and other
117,236

 
118,197

Corporate
166,563

 
167,451

Assets held for sale
11,595

 
11,719

Total assets
$
915,368

 
$
902,239


19


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. Such statements contain words such as "may," "will," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "project," "continue," "pursue," or the negative thereof or comparable terminology, and may include (without limitation) information regarding our expectations, hopes or intentions regarding the future, including, but not limited to, statements regarding our operating or other strategic plans, our competition, financing, revenues, tax benefits, our beliefs regarding the sufficiency of our existing cash and credit sources, including our Credit Facilities (as defined below) and cash flows from operating activities to meet our projected expenditures (including operating and maintenance capital expenditures) and costs associated with certain of our projects over the next twelve months, estimated asset and liability values, risk of counterparty nonperformance and our legal strategies and the potential effect of pending legal claims on our business and financial condition. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different manner or extent or at a different time than we have described. You should consider the areas of risk and uncertainty described elsewhere in this Quarterly Report on Form 10-Q as well as those discussed under "Item 1A—Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We are an owner and operator of regional casino and entertainment properties located in the United States and one casino resort development located on the island of Aruba. Our United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi and New Jersey. We primarily cater to local and regional guests to provide a fun and exciting gaming environment with high quality and high value lodging, dining, retail and entertainment amenities. Our properties offer a broad array of gaming options specifically tailored for our patrons in each market. As of June 30, 2013, our properties collectively included approximately 314,000 square feet of gaming space with 6,500 slot machines, 210 table games and 5,000 hotel rooms.
We view each property as an operating segment which we aggregate by region in order to present our reportable segments: (i) East, (ii) Central, (iii) West and (iv) South and other. Our operations by region include the following:
East—Tropicana Casino and Resort, Atlantic City ("Tropicana AC") located in Atlantic City, New Jersey;
Central— Tropicana Evansville ("Tropicana Evansville") located in Evansville, Indiana;
West—Tropicana Laughlin Hotel and Casino ("Tropicana Laughlin") located in Laughlin, Nevada; and MontBleu Casino Resort & Spa ("MontBleu") located in South Lake Tahoe, Nevada;
South and other—Belle of Baton Rouge Casino and Hotel ("Belle of Baton Rouge") located in Baton Rouge, Louisiana; Trop Casino Greenville ("Tropicana Greenville") located in Greenville, Mississippi; and Tropicana Aruba Resort and Casino ("Tropicana Aruba") located in Noord, Aruba.

In addition we own River Palms Hotel and Casino ("River Palms") located in Laughlin, Nevada, which is presented as discontinued operations in the accompanying financial statements and is not included in management's discussion and analysis of financial condition and results of operations. In April 2013, the Company entered into an agreement to sell substantially all of the assets and certain liabilities associated with the operation of River Palms in exchange for $7.0 million in cash, subject to potential adjustment for working capital at the time of closing. The transaction is subject to regulatory approval and certain other conditions precedent and is expected to close in the third quarter of 2013, although the Company can make no assurances that the conditions will be satisfied or that the sale will be consummated in a timely manner, if at all.

In April 2012, the Bayou Caddy's Jubilee Casino ("Jubilee") riverboat facility was closed and its operations were consolidated into the Lighthouse Point Casino as part of a project to expand and rebrand that property as Trop Casino Greenville. The grand opening of Trop Casino Greenville occurred in May 2012. Because the Company is continuing operations within the Greenville market by combining the operations into one facility, Jubilee is not presented as discontinued operations.
We are a Delaware corporation formed on May 11, 2009 to acquire certain assets of Tropicana Entertainment Holdings, LLC ("TEH"), and certain of its subsidiaries, pursuant to their plan of reorganization (the "Plan") under Chapter 11

20


of Title 11 of the United States Code (the "Bankruptcy Code"). We also acquired CP Vicksburg, JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty, LLC ("CP Laughlin Realty"), all of whom were part of the same Plan as TEH (TEH, together with certain of its subsidiaries, CP Vicksburg, JMBS Casino and CP Laughlin Reality are collectively referred to as the "Predecessors"). Except where the context suggests otherwise, the terms "we," "us," "our," and "the Company" refer to Tropicana Entertainment Inc. and its subsidiaries.
In addition, on March 8, 2010 (the "Effective Date"), we acquired certain assets of Adamar of New Jersey, Inc. ("Adamar"), an unconsolidated subsidiary of TEH, including Tropicana AC, separately from the acquisitions pursuant to the Plan. Prior to the Effective Date, we conducted no business, other than in connection with the reorganization of the Predecessors and the acquisition of Tropicana AC, and had no material assets or liabilities.
Results of Operations
Our financial results are highly dependent upon the number of customers that we attract to our facilities and the amounts those customers spend per visit. Additionally, our operating results may be affected by, among other things, overall economic conditions affecting the discretionary income of our customers, competitive factors, gaming tax increases and other regulatory changes, the opening or acquisition of new gaming operations, the negative impact the Predecessors' bankruptcy filings had on our facilities, our ability to reinvest in our properties, potential future exposure for liabilities of the Predecessors that we assumed, our limited operating history, and general public sentiment regarding travel. We may experience significant fluctuations in our quarterly operating results due to seasonality and other factors. Historically, our operating results are the strongest in the third quarter and the weakest in the fourth quarter. In addition, weather and long-weekend holidays affect our operating results.
Casino revenues are one of our main performance indicators and account for a significant portion of our net revenues. Casino revenues represent the difference between wins and losses from gaming activities such as slot machines and table games. Key volume indicators include table games volumes and slot volumes, which refer to amounts wagered by our customers. Win or hold percentage represents the percentage of the amounts wagered by the customer that is won by the casino, which is not fully controllable by us, and recorded as casino revenue. Most of our revenues are cash-based, through customers wagering with cash or chips or paying for non-gaming services with cash or credit cards, and therefore are not subject to any significant or complex estimation. As a result, fluctuations in net revenues have a direct impact on cash flows from operating activities. Other performance indicators include hotel occupancy, which is a volume indicator for hotels, and the average daily rate, which is a price indicator for the amount customers paid for hotel rooms.
The following significant factors and trends should be considered in analyzing our operating performance:
Tropicana AC.  In addition to its traditional guests, Tropicana AC's marketing strategy targets high end table games players to counter the increased competition from Pennsylvania and other surrounding markets. Casino revenues can vary because of table games hold percentage and differences in the odds for different table games. High end play may lead to greater fluctuations in our table games hold percentage and, as a result, we may experience greater revenue fluctuation between reporting periods due to this marketing strategy. For the three months ended June 30, 2013, the table game hold percentage decreased 0.3 percentage points compared to the same period in the prior year. For the six months ended June 30, 2013, the table game hold percentage increased 3.2 percentage points compared to the same period in the prior year. This hold percentage is not necessarily indicative of results that can be expected for future periods.
General Economic Conditions.  Uncertain economic conditions continue to adversely impact us and the gaming industry as a whole.
Debt and Interest Expense.  In March 2012, we entered into the credit facilities (the "Credit Facilities"), which consist of (i) a senior secured first lien term loan facility in an aggregate principal amount of $175 million issued at a discount of 2% (the "New Term Loan Facility") and (ii) a cash collateralized letter of credit facility in a maximum aggregate amount of $15 million (the "Letter of Credit Facility"). Commencing on June 30, 2012, the New Term Loan Facility requires quarterly principal payments of 0.25% of the original principal amount through December 2017 with the remaining outstanding amounts due on March 16, 2018, the maturity date. The obligations under the New Term Loan Facility bear interest at a floating rate which was 7.50% as of June 30, 2013. A portion of the net proceeds from the New Term Loan Facility was used to repay in full the amounts outstanding under the Exit Facility which totaled approximately $107.7 million in repaid principal, accrued and unpaid interest and the applicable prepayment penalty. We recognized a $12.8 million loss on debt retirement which includes a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts during the six months ended June 30, 2012. An entity affiliated with Carl C. Icahn, the chairman of our Board of Directors and, through Icahn Enterprises, our principal beneficial stockholder, was a lender under the Exit Facility and held more than 50% of the loans extended

21


under the Exit Facility. Our interest expense was $3.6 million for each of the three months ended June 30, 2013 and 2012, which includes amortization of the related debt discounts and debt issuance costs of $0.3 million for each of the three months ended June 30, 2013 and 2012. Our interest expense was $7.2 million and $9.8 million for the six months ended June 30, 2013 and 2012, respectively, which includes amortization of the related debt discounts and debt issuance costs of $0.6 million and $2.6 million for the six months ended June 30, 2013 and 2012, respectively.
Superstorm Sandy. In October 2012, Superstorm Sandy forced a city-mandated closure of all casinos in Atlantic City for approximately five days. Although Tropicana AC did not incur any significant property damage, the severity of the property damage to a large portion of the Atlantic City feeder markets including New Jersey, New York and Pennsylvania resulted in long term business interruption that has continued into 2013 and materially affected operating results. Our 2013 results were adversely affected due to the business interruption encountered as a result of Superstorm Sandy. We have filed a claim with our insurance carriers relating to business interruption as a result of Superstorm Sandy. Recoveries, if any, under these policies will be net of applicable deductibles.
River Palms. In April 2013, the Company entered into an agreement to sell substantially all of the assets and certain liabilities of River Palms, and as a result, its operations are presented as discontinued operations while its assets and liabilities are presented as held for sale. The transaction is subject to regulatory approval and certain other conditions precedent and is expected to close in the third quarter of 2013, although the Company can make no assurances that the conditions will be satisfied or that the sale will be consummated in a timely manner, if at all.
Tropicana Greenville.  In April 2012 we closed the Jubilee riverboat facility and in May 2012 we consolidated its operations with Tropicana Greenville.

Three months ended June 30, 2013 compared to three months ended June 30, 2012
The following table sets forth certain information concerning our results of operations (dollars in thousands):
 
 
Three months ended June 30,
 
 
2013
 
2012
Net revenues:
 
 
 
 
East
 
$
66,527

 
$
75,082

Central
 
30,444

 
30,876

West
 
24,451

 
23,899

South and other
 
22,329

 
28,879

Corporate
 

 

Total net revenues
 
$
143,751

 
$
158,736

Operating income (loss):
 
 
 
 
East
 
$
8,535

 
$
4,755

Central
 
8,158

 
7,046

West
 
2,915

 
2,206

South and other
 
1,275

 
5,609

Corporate
 
(2,575
)
 
(4,106
)
Total operating income
 
$
18,308

 
$
15,510

Operating income margin(a):
 
 
 
 
East
 
12.8
%
 
6.3
%
Central
 
26.8
%
 
22.8
%
West
 
11.9
%
 
9.2
%
South and other
 
5.7
%
 
19.4
%
Total operating income margin
 
12.7
%
 
9.8
%
(a)Operating income margin is operating income as a percentage of net revenues.

22


The following table presents detail of our net revenues (in thousands):
 
 
Three months ended June 30,
 
 
2013
 
2012
Revenues:
 
 
 
 
Casino
 
$
115,213

 
$
128,698

Room
 
21,493

 
24,186

Food and beverage
 
18,821

 
21,053

Other
 
5,207

 
5,786

Gross revenues
 
160,734

 
179,723

Less promotional allowances
 
(16,983
)
 
(20,987
)
Net revenues
 
$
143,751

 
$
158,736

Net Revenues
In the East region, net revenues were $66.5 million for the three months ended June 30, 2013, a decrease of $8.6 million, or 11.4%, when compared to the three months ended June 30, 2012. Based on market data, the Atlantic City market experienced year over year declines in casino revenue of 10.8% in the three months ended June 30, 2013. The current year period includes a full quarter of an additional competitor that opened in May 2012. Tropicana AC's net revenues decreased from the prior year period primarily due to a $6.8 million decrease in casino revenues and a $2.1 million decrease in room revenues. These decreases are a result of the increased competition in Atlantic City as well as the regional market coupled with the lingering effects of Superstorm Sandy. Tropicana AC casino results decreased primarily due to a 17.9% decrease in table games volumes and a 13.2% decrease in slot volumes when compared to the same period in the prior year. The average daily room rate increased to $87 for the three months ended June 30, 2013 from $85 for the three months ended June 30, 2012. The occupancy rate for the three months ended June 30, 2013 at Tropicana AC was 72%, down from 86% for the three months ended June 30, 2012.
In the Central region, net revenues were $30.4 million for the three months ended June 30, 2013, a decrease of $0.4 million, or 1.4%, over the three months ended June 30, 2012, primarily due to reduced customer volumes. Increased competition impacted Tropicana Evansville during the three months ended June 30, 2013. A nearby horse track began operating 200 instant race machines in September 2012, which negatively impacted customer volume. Gaming revenues in the Central region decreased compared to the prior year period primarily due to a 0.3% decrease in slot volumes and a 7.0% decrease in table games volumes. The occupancy rate for the three months ended June 30, 2013 at Tropicana Evansville was 69%, a decrease from 71% in the three months ended June 30, 2012. The average daily room rate at Tropicana Evansville increased to $93 for the three months ended June 30, 2013, compared to $85 for the three months ended June 30, 2012. Tropicana Evansville completed a room renovation at the end of 2012 which contributed to the increased room rates in the three months ended June 30, 2013. In June 2013, Casino Aztar Evansville was rebranded to Tropicana Evansville.
In the West region, net revenues were $24.5 million for the three months ended June 30, 2013, an increase of $0.6 million, or 2.3%, compared to the three months ended June 30, 2012. The increase was primarily driven by a 1.0% increase in slot volumes partially offset by a 0.9% decrease in table games volumes. Net revenues at our Laughlin property increased $0.6 million for the three months ended June 30, 2013 compared to the same period in the prior year due to increases in gaming volumes and hotel occupancy. At MontBleu, net revenues decreased $0.1 million due to decreased customer visitation partially offset by increased room rates and increased retail and entertainment revenues. The average daily room rate for the West region was $47 for the three months ended June 30, 2013, no change from the three months ended June 30, 2012. The occupancy rate for the three months ended June 30, 2013 and 2012 at our properties in the West region was 56% and 52%, respectively.
In the South and other region, net revenues were $22.3 million for the three months ended June 30, 2013, a decrease of $6.6 million, or 22.7%, compared to the three months ended June 30, 2012. Results at the Belle of Baton Rouge decreased $6.3 million primarily due to a 25.8% decrease in slot volumes and a 43.2% decrease in table games volumes. Gaming volume decreases from the comparable prior year period are primarily attributed to a new competitor which opened in Baton Rouge in September 2012. Our Mississippi property contributed a $0.2 million decrease in revenues related to lower slot volumes. Lower gaming volumes at Tropicana Aruba contributed to a decrease of $0.1 million in net revenues during the three months ended June 30, 2013. The occupancy rate at our properties in the South and other region was 66% and 63% for the three months ended June 30, 2013 and 2012, respectively. The average daily room rate for the South and other region was $64 and $96 for the three months ended June 30, 2013 and 2012. The decreased room rates primarily relate to our Baton Rouge property where the prior year rates are higher than normal due to the impact of the United States Bowling Conference holding its national bowling tournament in Baton Rouge from February to July 2012.

23


Operating Income
In the East region, the operating income for the three months ended June 30, 2013 was $8.5 million, compared to operating income of $4.8 million for the three months ended June 30, 2012. The operating income in the East Region was favorable compared to the prior year primarily due to decreased payroll and operating costs as well as a real estate tax settlement which resulted in a $6.2 million reduction in real estate tax expense at Tropicana AC for the three months ended June 30, 2013 compared to the prior year period, partially offset by the decrease in revenues discussed above. Under the terms of the settlement, Tropicana AC will receive a $49.5 million refund in the form of credits against future year real estate tax bills beginning in 2013 and ending in 2017. The credits are front-loaded in 2013 and 2014 so that after the credits are applied, Tropicana will pay $1.8 million in taxes in 2013 and $3.0 million in taxes in 2014, with the remainder of the credits spread over the remaining three years, 2015 through 2017. The Company will recognize these credits as a reduction to operating expenses in the periods they are utilized. In addition, Tropicana AC recognized a $1.8 million impairment charge in the three months ended June 30, 2012 related to its favorable lease intangible assets.
In the Central region, the operating income for the three months ended June 30, 2013 was $8.2 million, a $1.1 million increase compared to the three months ended June 30, 2012. The increase in operating income is primarily related to decreased payroll costs and decreased operating expenses consistent with lower customer volumes during the three months ended June 30, 2013, partially offset by the decreased revenues discussed above. Also, beginning in May 2013, the Central region benefited from new legislation allowing casinos to exclude a portion of slot free play revenue from their Adjusted Gaming Revenue ("AGR" as defined by the Indiana Gaming Code) which is also the basis for calculating the property's rental expense. This new definition of AGR resulted in lower gaming taxes and lower rental expense during the current quarter.
In the West region, the operating income for the three months ended June 30, 2013 was $2.9 million, a $0.7 million increase compared to the three months ended June 30, 2012. The increase is mainly attributable to increased revenues discussed above as well as a favorable sales and use tax settlement during the three months ended June 30, 2013. These increases were partially offset by increased advertising and promotional spending during the three months ended June 30, 2013.
In the South and other region operating income for the three months ended June 30, 2013 was $1.3 million, a $4.3 million decrease compared to the three months ended June 30, 2012. This decrease is primarily due to the decrease in revenues discussed above partially offset by decreased payroll costs and decreased operating expenses consistent with lower customer volumes during the three months ended June 30, 2013. The South and other region also recognized increased depreciation expense due to capital improvements placed in service after the comparable period in the prior year.
Corporate expenses were $2.6 million for the three months ended June 30, 2013, a $1.5 million decrease from the three months ended June 30, 2012, driven by a favorable unemployment tax settlement related to certain of our Predecessor entities during the three months ended June 30, 2013 and a one-time charge for terminating our previous corporate office lease in June 2012 and moving to a less expensive location.
Interest Expense
Interest expense for the three months ended June 30, 2013 and 2012 was $3.6 million and $3.6 million, respectively. The interest expense for each period relates to the New Term Loan Facility which was funded in March 2012 and accrues interest at a floating rate, which was 7.5% per annum as of June 30, 2013. Cash paid for interest expense decreased to $3.2 million from $3.3 million for the three months ended June 30, 2013 and 2012, respectively, related to the decreasing balance outstanding under the New Term Loan Facility.
Income Taxes
Income tax expense from continuing operations was $1.1 million for the three months ended June 30, 2013 and our effective income tax rate was 7.2%. The difference between the federal statutory rate of 35% and the effective tax rate for the three months ended June 30, 2013 was primarily due to the utilization of the Company's deferred tax assets and employment credits offset by disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. For the three months ended June 30, 2012, the income tax expense from continuing operations was $2.6 million and our effective tax rate was 21.8%. The difference between the federal statutory rate of 35% and the effective tax rate for the three months ended June 30, 2012, was primarily related to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance.

24


Six months ended June 30, 2013 compared to six months ended June 30, 2012
The following table sets forth certain information concerning our results of operations (dollars in thousands):
 
 
Six months ended June 30,
 
 
2012
 
2012
Net revenues:
 
 
 
 
East
 
$
122,698

 
$
134,975

Central
 
61,446

 
63,069

West
 
50,658

 
50,487

South and other
 
47,310

 
59,538

Corporate
 

 

Total net revenues
 
$
282,112

 
$
308,069

Operating income:
 
 
 
 
East
 
$
7,265

 
$
(238
)
Central
 
15,320

 
14,469

West
 
7,000

 
7,266

South and other
 
3,656

 
12,826

Corporate
 
(5,580
)
 
(6,800
)
Total operating income
 
$
27,661

 
$
27,523

Operating income margin(a):
 
 
 
 
East
 
5.9
%
 
(0.2
)%
Central
 
24.9
%
 
22.9
 %
West
 
13.8
%
 
14.4
 %
South and other
 
7.7
%
 
21.5
 %
Total operating income margin
 
9.8
%
 
8.9
 %
(a)Operating income margin is operating income as a percentage of net revenues.

The following table presents detail of our net revenues (in thousands):
 
 
Six months ended June 30,
 
 
2013
 
2012
Revenues:
 
 
 
 
Casino
 
$
228,017

 
$
251,815

Room
 
41,028

 
46,168

Food and beverage
 
37,825

 
41,260

Other
 
10,138

 
10,916

Gross revenues
 
317,008

 
350,159

Less promotional allowances
 
(34,896
)
 
(42,090
)
Net revenues
 
$
282,112

 
$
308,069

Net Revenues
In the East region, net revenues were $122.7 million for the six months ended June 30, 2013, a decrease of $12.3 million, or 9.1%, when compared to the six months ended June 30, 2012. Based on market data, the Atlantic City market experienced year over year declines in casino revenue of 11.4% in the six months ended June 30, 2013. The current year period includes an additional competitor that opened in May 2012. Tropicana AC's net revenues decreased from the prior year period primarily due to a $8.9 million decrease in casino revenues and a $4.9 million decrease in room revenues. These decreases are a result of the increased competition in Atlantic City as well as the regional market, coupled with the lingering effects of Superstorm Sandy. Tropicana AC casino results decreased primarily due to lower table games and slot volumes, slightly offset by a higher table game hold percentage. Total gaming volumes at Tropicana AC were 15.2% lower than the same period in the prior year. The decrease in table games revenues resulted from lower volumes of high end play in the current year period. Net revenues for our hotel and other amenities also decreased due to decreased customer visitation in the six months ended June 30, 2013. The average daily room rate decreased to $82 for the six months ended June 30, 2013 from $85 for the six months ended June 30, 2012. The occupancy rate for the six months ended June 30, 2013 was 68%, down from 81% for the prior year period.

25


In the Central region, net revenues were $61.4 million for the six months ended June 30, 2013, a decrease of $1.6 million, or 2.6% compared to the six months ended June 30, 2012, primarily due to reduced customer volumes. Unfavorable weather conditions and increased competition impacted Tropicana Evansville during the six months ended June 30, 2013. A nearby horse track began operating 200 instant race machines in September 2012, which negatively impacted customer volume. Gaming revenues in the Central region decreased compared to the prior year period primarily due to a 3.5% decrease in slot volumes and a 6.9% decrease in table games volumes. The occupancy rate for the six months ended June 30, 2013 at Tropicana Evansville was 64%, a decrease from 70% in the six months ended June 30, 2012. This decrease reflects lower customer visitation due to unfavorable weather conditions in the current period compared to the prior year period. The average daily room rate at Tropicana Evansville was $94 for the six months ended June 30, 2013, compared to $85 for the six months ended June 30, 2012. Tropicana Evansville completed a room renovation at the end of 2012 which contributed to the increased room rates in the six months ended June 30, 2013.
In the West region, net revenues were $50.7 million for the six months ended June 30, 2013, an increase of $0.2 million, or 0.3%, compared to the six months ended June 30, 2012. The increase was primarily driven by increases in hotel and food and beverage revenues partially offset by declines in casino revenues. Casino revenues declined due to a 1.6% decrease in slot volumes partially offset by a 1.9% increase in table games volumes. At MontBleu, net revenues increased $0.6 million due to increased customer visitation. Although MontBleu's gaming revenues for the six months ended June 30, 2013 were slightly down from the comparable prior year period, their hotel occupancy increased 3 percentage points from the six months ended June 30, 2012. Net revenues at our Laughlin property declined $0.4 million for the six months ended June 30, 2013 compared to the same period in the prior year. Net revenues and volumes in the Laughlin market continue to be negatively impacted by the declining casino revenue in that market. The average daily room rate for the West region was $47 for the six months ended June 30, 2013, compared to $45 for the six months ended June 30, 2012. The occupancy rate for the six months ended June 30, 2013 and 2012 at our properties in the West region was 53% and 52%, respectively.
In the South and other region, net revenues were $47.3 million for the six months ended June 30, 2013, a decrease of $12.2 million, or 20.5%, compared to the six months ended June 30, 2012. Results at the Belle of Baton Rouge decreased $11.7 million primarily due to a 25.8% decrease in slot volumes and a 44.2% decrease in table games volumes. Gaming volume decreases from the comparable prior year period are primarily attributed to a new competitor which opened in Baton Rouge in September 2012. Our Mississippi property contributed a $0.6 million decrease in revenues related to lower slot volumes. Increased hotel occupancy at Tropicana Aruba contributed to an increase of $0.1 million in net revenues during the six months ended June 30, 2013. The occupancy rate at our properties in the South and other region was 69% and 59% for the six months ended June 30, 2013 and 2012, respectively. The average daily room rate for the South and other region was $77 and $97 for the six months ended June 30, 2013 and 2012. The decreased room rates primarily relate to our Baton Rouge property where the prior year rates are higher than normal due to the impact of the United States Bowling Conference holding their national bowling tournament in Baton Rouge from February to July 2012.
Operating Income
In the East region, the operating income for the six months ended June 30, 2013 was $7.3 million, compared to an operating loss of $0.2 million for the six months ended June 30, 2012. The operating income in the East Region was favorable compared to prior year primarily due to the decrease in revenues discussed above offset by decreased operating costs and payroll costs and a real estate tax settlement which resulted in a $12.4 million reduction in real estate tax expense at Tropicana AC for the six months ended June 30, 2013 compared to the comparable prior year period. Under the terms of the settlement, Tropicana AC will receive a $49.5 million refund in the form of credits against future year real estate tax bills beginning in 2013 and ending in 2017. The credits are front-loaded in 2013 and 2014 so that after the credits are applied, Tropicana will pay $1.8 million in taxes in 2013 and $3.0 million in taxes in 2014, with the remainder of the credits spread over the remaining three years, 2015 through 2017. The Company will recognize these credits as a reduction to operating expenses in the periods they are utilized. In addition, the Company expensed $4.1 million in professional fees related to this settlement in the six months ended June 30, 2013.
In the Central region, the operating income for the three months ended June 30, 2013 was $15.3 million, a $0.9 million increase compared to the six months ended June 30, 2012. The increase in operating income is related to decreased revenues discussed above offset by decreased payroll costs and decreased operating expenses consistent with lower customer volumes during the six months ended June 30, 2013. Also, beginning in May 2013, the Central region benefited from new legislation allowing casinos to exclude a portion of slot free play revenue from their Adjusted Gaming Revenue ("AGR" as defined by the Indiana Gaming Code) which is also the basis for calculating the property's rental expense. This new definition of AGR resulted in lower gaming taxes and lower rental expense during the six months ended June 30, 2013.
In the West region, the operating income for the six months ended June 30, 2013 was $7.0 million, a $0.3 million decrease compared to the six months ended June 30, 2012. The decrease in operating income is mainly attributable to increased advertising and promotional spending offset by a favorable sales and use tax settlement during the six months ended June 30,

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2013. Additionally, the West region properties realized a $0.4 million increase in depreciation and amortization expense related to new capital projects.
In the South and other region operating income for the six months ended June 30, 2013 was $3.7 million, a $9.2 million decrease compared to the six months ended June 30, 2012. This decrease is primarily due to the decrease in revenues discussed above partially offset by decreased payroll costs and decreased operating expenses consistent with lower customer volumes during the six months ended June 30, 2013. The South and other region also recognized increased depreciation expense due to capital improvements placed in service after the comparable period in the prior year.
Corporate expenses were $5.6 million for the six months ended June 30, 2013, a $1.2 million decrease from the six months ended June 30, 2012, driven by a favorable unemployment tax settlement related to certain of our Predecessor entities during the six months ended June 30, 2013 and a one-time charge in June 2012 for terminating our previous corporate office lease and moving to a less expensive location.
Interest Expense
Interest expense for the six months ended June 30, 2013 and 2012 was $7.2 million and $9.8 million, respectively. The interest expense for the six months ended June 30, 2013 decreased compared to the prior year period primarily due to our New Term Loan Facility which was funded in March 2012 and accrues interest at a floating rate, which was 7.5% per annum as of June 30, 2013. Cash paid for interest expense decreased to $6.5 million from $7.1 million for the six months ended June 30, 2013 and 2012, respectively, related to the lower interest rate and payment timing under the New Term Loan Facility. Under our Exit Facility, interest accrued at 15% per annum. Interest expense also includes approximately $0.6 million and $2.6 million of amortization of debt issuance costs and discounts for the six months ended June 30, 2013 and 2012, respectively. Unamortized debt issuance costs and discounts related to the Exit Facility were written off in March 2012 in connection with the repayment of that debt.
Loss on debt retirement
In March 2012, we entered into the New Term Loan Facility, and a portion of the net proceeds was used to repay in full the amounts outstanding under the Exit Facility. As a result of the repayment of the Exit Facility, we recognized a $12.8 million loss on debt retirement which includes a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts.
Income Taxes
Income tax expense from continuing operations was $1.8 million for the six months ended June 30, 2013 and our effective income tax rate was 8.5%. The difference between the federal statutory rate of 35% and the effective tax rate for the six months ended June 30, 2013 was primarily related to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance. For the six months ended June 30, 2012, the income tax expense from continuing operations was $1.5 million and our effective tax rate was 28.0%. The difference between the federal statutory rate of 35% and the effective tax rate for the six months ended June 30, 2012, was primarily related to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance.
Liquidity and Capital Resources
Our cash flows are and will continue to be affected by a variety of factors, many of which are outside of our control, including regulatory restrictions, competition, financial markets and other general business conditions. In March 2012, we repaid the Exit Facility with a portion of the proceeds from the New Term Loan Facility as discussed below. We believe that we will have sufficient liquidity through available cash, credit facilities and cash flow from our properties to fund our cash requirements and capital expenditures for our normal operating activities.
Part of our overall strategy includes consideration of expansion opportunities in new gaming jurisdictions, underserved markets and acquisition and other strategic opportunities that may arise periodically. We may require additional funds in order to execute on such strategic growth, and may incur additional debt or issue additional equity to finance any such transactions. We cannot assure you that we will be able to incur such debt or issue any such additional equity on acceptable terms or at all.
Our material cash requirements for our existing properties for 2013 are expected to include (i) principal and interest payments related to our New Term Loan Facility of $1.8 million and $13.2 million, respectively, (ii) maintenance capital expenditures expected to be between $35 million and $45 million, (iii) growth capital expenditures expected to be approximately $10 million, and (iv) minimum lease payments under our operating leases of approximately $6.3 million. The majority of our planned capital expenditures are discretionary and we may decide to spend more or less than the amounts described above.

27


The following table summarizes our cash flows, which includes cash flows generated from discontinued operations within operating and investing activities (in thousands):
 
 
Six months ended June 30,
 
 
2013
 
2012
Cash Flow Information:
 
 

 
 

Net cash provided by operating activities
 
$
34,192

 
$
37,523

Net cash used in investing activities
 
(31,988
)
 
(22,284
)
Net cash provided by (used in) financing activities
 
(977
)
 
60,020

Net increase in cash and cash equivalents
 
$
1,227

 
$
75,259

Cash paid for interest expenses was $6.5 million and $7.1 million for the six months ended June 30, 2013 and 2012, respectively. This decrease primarily relates to decreased interest rates under our New Term Loan Facility. Net cash provided by operating activities for the six months ended June 30, 2013 includes the increased operating results compared to prior year. Net cash provided by operating activities for the six months ended June 30, 2012 includes the loss on debt retirement. Operating cash flows provided by discontinued operations were $1.7 million for the six months ended June 30, 2013 and $(0.3) million for the six months ended June 30, 2012.
Net cash used in investing activities consists primarily of $34.7 million for capital expenditures offset $1.7 million in sales and luxury tax rebates included in other investing activities in the six months ended June 30, 2013. Capital expenditures relate to expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age. Investing cash flows used in discontinued operations for capital expenditures were $2.0 million for the six months ended June 30, 2013 and $0.1 million for the six months ended June 30, 2012.
Net cash provided by financing activities for the six months ended June 30, 2013 consists of payments on the New Term Loan Facility. Net cash provided by financing activities for the six months ended June 30, 2012 consists of the proceeds from the funding of the New Term Loan Facility net of the repayment of the Exit Facility and related penalties.
Credit Facilities
In March 2012, we entered into the Credit Facilities, which consist of (i) a senior secured first lien term loan facility in an aggregate principal amount of $175 million issued at a discount of 2% (the "New Term Loan Facility") and (ii) a cash collateralized letter of credit facility in a maximum aggregate amount of $15 million (the "Letter of Credit Facility"). Commencing on June 30, 2012, the New Term Loan Facility requires quarterly principal payments of 0.25% of the original principal amount with the remaining outstanding amounts due on the maturity date, March 16, 2018. The New Term Loan Facility is secured by substantially all of our assets and is guaranteed by all of our domestic subsidiaries. A portion of the net proceeds from the New Term Loan Facility was used to repay in full the outstanding amounts and terminate the Exit Facility which totaled approximately $107.7 million in repaid principal, accrued and unpaid interest and the applicable prepayment penalty. We recognized a $12.8 million loss on debt retirement which includes a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts. An entity affiliated with Carl C. Icahn, the chairman of our Board of Directors and, through Icahn Enterprises, our principal beneficial stockholder, was a lender under the Exit Facility and held more than 50% of the loans extended under the Exit Facility. In addition, another entity affiliated with Mr. Icahn was the administrative agent and collateral agent under the Exit Facility.
The obligations under the New Term Loan Facility bear interest, at the Company's election, at an annual rate equal to either: (i) the sum of (a) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) (subject to a 1.50% floor); plus (b) a margin of 6.00%; or (ii) the sum of: (a) the alternate base rate, which is equal to the greatest of: (1) the corporate base rate of UBS AG, Stamford Branch; (2) the Federal Funds Effective Rate (as defined in the New Term Loan Facility) plus 0.50%; or (3) the Adjusted LIBOR Rate (as defined in the New Term Loan Facility) for one month plus 1.00% (all subject to a 2.50% floor); plus (b) a margin of 5.00%; such that, in either case, the applicable interest rate shall not be less than 7.50%. An additional 2% default rate also applies in certain instances described in the New Term Loan Facility. As of June 30, 2013, the interest rate was 7.50%.
At the election of the Company and subject to certain conditions, the amount available under the New Term Loan Facility may be increased by up to $75 million, which increased amount may be comprised of additional term loans and up to $20 million of revolving loans. The Letter of Credit Facility provides for the issuance of letters of credit with an aggregate stated amount of up to $15 million, through a termination date of March 16, 2017. The letters of credit issued under the Letter of Credit Facility will be secured by cash collateral in an amount no less than 103% of the face amounts of such letters of credit.

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Our interest expense for the six months ended June 30, 2013 and 2012 was $7.2 million and $9.8 million, respectively, which includes $0.6 million and $2.6 million, respectively, of amortization of the related debt discounts and debt issuance costs for the six months ended June 30, 2013 and 2012.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.
Critical Accounting Policies
There have been no material changes to our critical accounting policies during the six months ended June 30, 2013 compared to those reported in our 2012 Form 10-K.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our New Term Loan Facility that bears interest based on floating rates. Based on our borrowings as of June 30, 2013, assuming a 1% increase over the 7.5% minimum interest rate specified in our New Term Loan Facility, our annual interest cost would increase by approximately $1.7 million.
ITEM 4.    CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective as of June 30, 2013. This conclusion is based on an evaluation conducted under the supervision and with the participation of our management, including the principal executive officer and principal financial officer. Disclosure controls and procedures include, without limitation, controls and procedures which ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II—OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS.
For a description of our previously reported legal proceedings, refer to "Item 3-Legal Proceedings" in our Annual Report on Form 10-K for the year ended December 31, 2012. Other than as disclosed below, there have been no material developments with respect to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2012.
Nevada Use Tax Claims
On March 27, 2008, the Nevada Supreme Court issued a decision in Sparks Nugget, Inc. vs. The State of Nevada Department of Taxation (the "Sparks Decision"), that food purchased for subsequent use in the provision of complimentary and/or employee meals was exempt from both sales and use tax. The Predecessors had previously paid use tax on food purchased for subsequent use in complimentary and employee meals at our Nevada casino properties and subsequently filed refund claims for the periods from February 2000 through March 2008 (“Predecessor Refund Claims”).
The Company also claimed sales and use tax exemptions on tax returns for periods from March 2008 to February 2012 (“Company Exemption Claims”) based on the Sparks Decision and did not accrue or pay any sales or use tax for that period. Subsequently, the Nevada Department of Taxation (“Department”) asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis based upon a Nevada Tax Commission (“Commission”) decision concerning another gaming company that determined complimentary meals provided to customers are subject to sales tax at the retail value of the meal and employee meals are subject to sales tax at the cost of the meal. The other gaming company filed in Clark County District Court a petition for judicial review of the Commission decision. Based upon the Commission decision, the Company subsequently accrued for but did not remit any tax, as it disagreed with the position asserted by the Department and the Commission.
In May 2013, the Department, the Commission and the Company (among others) entered into a settlement agreement (the “Settlement”) to resolve the Predecessor Refund Claims and the Company Exemption Claims. Pursuant to the Settlement, the Company will receive partial refunds and tax credits in the amount of approximately $1.0 million related to the Predecessor Refund Claims. The Settlement was contingent upon enactment of legislation by the State of Nevada (“Assembly Bill 506”) that clarified that food, meals and non-alcoholic beverages provided on a complimentary basis to employees, patrons or guests of a retailer are not subject to sales or use tax. Assembly Bill 506 was enacted in June 2013. As a result of the Settlement, the Company reversed accrued sales and use taxes of $0.5 million and recognized the adjustment as a reduction to general and administrative expenses from continuing operations in the accompanying condensed consolidated statements of income.
ITEM 1A.    RISK FACTORS.
"Item 1A.—Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2012 includes a discussion of our risk factors. There have been no material changes to those risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2012. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

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ITEM 6.    EXHIBITS.
(a) Exhibits
Exhibit
Number
 
Exhibit Description
2.1

 
 
First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code. (Incorporated by reference to the Company's Amendment No. 1 to Form 10 dated December 21, 2009)
 
 
 
 
2.2

 
 
Amended and Restated Purchase Agreement, dated as of November 20, 2009, among Adamar of New Jersey, Inc., Manchester Mall, Inc., the Honorable Gary S. Stein, Tropicana Entertainment, LLC, Ramada New Jersey Holdings Corporation, Atlantic-Deauville, Inc., Adamar Garage Corporation, Ramada New Jersey, Inc., Credit Suisse, Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp. (Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K; the Registrant will furnish supplementally a copy of the omitted schedules to the Commission upon request.) (Incorporated by reference to the Company's Amendment No. 1 to Form 10 dated December 21, 2009)
 
 
 
 
3.1

 
 
Amended and Restated Certificate of Incorporation of Tropicana Entertainment Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
 
 
 
 
3.2

 
 
Second Amended and Restated Bylaws of Tropicana Entertainment Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated January 7, 2011)
 
 
 
 
4.1

 
 
Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Registrant. (Incorporated by reference to the Company's Post-Effective Amendment No. 1 to Form 10 dated January 25, 2010)
 
 
 
 
4.2

 
 
Form of Stock Purchase Warrant issued to general unsecured creditors of the Predecessors. (Incorporated by reference to the Company's Amendment No. 1 to Form 10 dated December 21, 2009)
 
 
 
 
4.3

 
 
Form of Stock Purchase Warrant issued to lenders under the Exit Facility. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
 
 
 
 
31.1*

 
 
Certification by Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
31.2*

 
 
Certification by Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
 
 
32*

 
 
Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
101**

 
 
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at June 30, 2013 (unaudited) and December 31, 2012 (audited); (ii) Unaudited Condensed Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012; (iii) Unaudited Statements of Cash Flows for the six months ended June 30, 2013 and 2012; and (iv) Notes to the Condensed Consolidated Financial Statements (unaudited).
 
 
 
 
*
Filed herewith
**
This exhibit is furnished and not filed or a part of a registration statement or prospectus for 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 Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 
 



31


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.
 
 
 
TROPICANA ENTERTAINMENT INC.
 
 
 
 
 
 
Date:
August 5, 2013
 
By:
 
/s/ LANCE J. MILLAGE
 
 
 
Name:
 
Lance J. Millage
 
 
 
Title:
 
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

32