R | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) | 95-3667491 (I.R.S. Employer Identification No.) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $.10 par value per share | New York Stock Exchange |
Large accelerated filer R | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
EX101 Instance Document | |
EX101 Schema Document | |
EX101 Calculation Linkbase Document | |
EX101 Definition Linkbase Document | |
EX101 Label Linkbase Document | |
EX101 Presentation Linkbase Document |
Item 8. | Financial Statements and Supplementary Data |
/s/ Ernst & Young LLP |
Las Vegas, Nevada |
March 1, 2013, |
except for Note 7, as to which the date is |
May 31, 2013 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Revenues: | |||||||||||
Gaming | $ | 1,042,515 | $ | 997,613 | $ | 932,894 | |||||
Food and beverage | 74,551 | 69,383 | 64,414 | ||||||||
Lodging | 39,426 | 37,993 | 36,322 | ||||||||
Retail, entertainment and other | 40,611 | 36,209 | 24,938 | ||||||||
Total revenues | 1,197,103 | 1,141,198 | 1,058,568 | ||||||||
Expenses and other costs: | |||||||||||
Gaming | 588,646 | 575,265 | 541,052 | ||||||||
Food and beverage | 64,537 | 60,748 | 57,636 | ||||||||
Lodging | 20,626 | 19,178 | 19,996 | ||||||||
Retail, entertainment and other | 22,010 | 20,847 | 10,384 | ||||||||
General and administrative | 224,918 | 219,707 | 222,094 | ||||||||
Depreciation and amortization | 115,694 | 103,863 | 109,745 | ||||||||
Pre-opening and development costs | 21,633 | 8,817 | 13,649 | ||||||||
Impairment of indefinite-lived intangible assets | — | — | 11,500 | ||||||||
Impairment of development costs | — | — | 23,662 | ||||||||
Write-downs, reserves and recoveries, net | 11,818 | 4,163 | (3,335 | ) | |||||||
Total expenses and other costs | 1,069,882 | 1,012,588 | 1,006,383 | ||||||||
Operating income | 127,221 | 128,610 | 52,185 | ||||||||
Net interest expense, net of capitalized interest | (93,687 | ) | (95,308 | ) | (102,867 | ) | |||||
Loss on early extinguishment of debt | (20,718 | ) | (183 | ) | (1,852 | ) | |||||
Loss from equity method investment | (30,780 | ) | (588 | ) | — | ||||||
Income (loss) from continuing operations before income taxes | (17,964 | ) | 32,531 | (52,534 | ) | ||||||
Income tax (expense) benefit | (4,675 | ) | (2,335 | ) | 11,693 | ||||||
Income (loss) from continuing operations | (22,639 | ) | 30,196 | (40,841 | ) | ||||||
Income (loss) from discontinued operations, net of income taxes | (9,166 | ) | (32,735 | ) | 17,422 | ||||||
Net loss | $ | (31,805 | ) | $ | (2,539 | ) | $ | (23,419 | ) | ||
Net loss per common share—basic | |||||||||||
Income (loss) from continuing operations | $ | (0.37 | ) | $ | 0.49 | $ | (0.67 | ) | |||
Income (loss) from discontinued operations, net of income taxes | (0.15 | ) | (0.53 | ) | 0.29 | ||||||
Net loss per common share—basic | $ | (0.52 | ) | $ | (0.04 | ) | $ | (0.38 | ) | ||
Net loss per common share—diluted | |||||||||||
Income (loss) from continuing operations | $ | (0.37 | ) | $ | 0.48 | $ | (0.67 | ) | |||
Income (loss) from discontinued operations, net of income taxes | (0.15 | ) | (0.52 | ) | 0.29 | ||||||
Net loss per common share—diluted | $ | (0.52 | ) | $ | (0.04 | ) | $ | (0.38 | ) | ||
Number of shares—basic | 61,258 | 61,989 | 60,872 | ||||||||
Number of shares—diluted | 61,258 | 62,467 | 60,872 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Net loss | $ | (31,805 | ) | $ | (2,539 | ) | $ | (23,419 | ) | ||
Foreign currency translation gain | — | — | 17,079 | ||||||||
Post-retirement benefit obligations | 73 | (133 | ) | 1,061 | |||||||
Comprehensive loss | $ | (31,732 | ) | $ | (2,672 | ) | $ | (5,279 | ) |
December 31, | |||||||
2012 | 2011 | ||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 101,792 | $ | 78,597 | |||
Accounts receivable, net of allowance for doubtful accounts of $7,526 and $4,718 | 21,560 | 19,565 | |||||
Inventories | 6,728 | 7,083 | |||||
Held-to-maturity securities | 4,428 | — | |||||
Prepaid expenses and other assets | 12,179 | 11,758 | |||||
Assets of discontinued operations held for sale | 38,609 | 73,871 | |||||
Total current assets | 185,296 | 190,874 | |||||
Restricted cash | 5,667 | 6,451 | |||||
Land, buildings, vessels and equipment | |||||||
Land and land improvements | 291,850 | 234,574 | |||||
Buildings, vessels and improvements | 1,539,272 | 1,263,054 | |||||
Furniture, fixtures and equipment | 528,027 | 453,701 | |||||
Construction in progress | 47,908 | 173,303 | |||||
Land, building, vessels and equipment, gross | 2,407,057 | 2,124,632 | |||||
Less: accumulated depreciation | (711,079 | ) | (609,603 | ) | |||
Land, building, vessels and equipment, net | 1,695,978 | 1,515,029 | |||||
Goodwill | 55,157 | 52,562 | |||||
Equity method investments | 91,424 | 97,795 | |||||
Intangible assets, net | 20,833 | 18,516 | |||||
Other assets, net | 54,639 | 69,392 | |||||
Total assets | $ | 2,108,994 | $ | 1,950,619 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current Liabilities: | |||||||
Accounts payable | $ | 33,234 | $ | 46,135 | |||
Accrued interest | 26,422 | 21,270 | |||||
Accrued compensation | 37,898 | 39,801 | |||||
Accrued taxes | 20,709 | 18,769 | |||||
Other accrued liabilities | 73,028 | 50,544 | |||||
Deferred income taxes | 3,210 | 2,426 | |||||
Current portion of long-term debt | 3,250 | 111 | |||||
Liabilities of discontinued operations held for sale | — | 2,923 | |||||
Total current liabilities | 197,751 | 181,979 | |||||
Long-term debt less current portion | 1,437,251 | 1,223,874 | |||||
Other long-term liabilities | 23,382 | 21,944 | |||||
Deferred income taxes | 3,493 | 3,430 | |||||
Total liabilities | 1,661,877 | 1,431,227 | |||||
Commitments and contingencies (Note 11) | |||||||
Stockholders’ Equity: | |||||||
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding | — | — | |||||
Common stock—$0.10 par value, 100,000,000 authorized, 58,206,813 and 62,143,572 shares outstanding, net of treasury shares | 6,458 | 6,416 | |||||
Additional paid-in capital | 1,053,919 | 1,043,358 | |||||
Retained deficit | (542,179 | ) | (510,374 | ) | |||
Accumulated other comprehensive income | 9 | 82 | |||||
Treasury stock, at cost, 6,374,882 and 2,008,986 of treasury shares | (71,090 | ) | (20,090 | ) | |||
Total stockholders’ equity | 447,117 | 519,392 | |||||
Total liabilities and stockholders' equity | $ | 2,108,994 | $ | 1,950,619 |
Capital Stock | ||||||||||||||||||||||||||
Number of Shares | Common Stock | Additional Paid-In Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Stockholders' Equity | ||||||||||||||||||||
Balance as of January 1, 2010 | 60,080 | $ | 6,209 | $ | 1,014,233 | $ | (488,379 | ) | $ | (17,564 | ) | $ | (20,090 | ) | $ | 494,409 | ||||||||||
Net loss | — | — | — | (23,419 | ) | — | — | (23,419 | ) | |||||||||||||||||
Foreign currency translation gain | — | — | — | — | 17,079 | — | 17,079 | |||||||||||||||||||
Post-retirement benefit obligations | — | — | 226 | — | 835 | — | 1,061 | |||||||||||||||||||
Comprehensive loss | (5,279 | ) | ||||||||||||||||||||||||
Share-based compensation | — | — | 6,306 | — | — | — | 6,306 | |||||||||||||||||||
Common stock issuance and option exercises | 1,512 | 151 | 11,783 | — | — | — | 11,934 | |||||||||||||||||||
Balance as of December 31, 2010 | 61,592 | 6,360 | 1,032,548 | (511,798 | ) | 350 | (20,090 | ) | 507,370 | |||||||||||||||||
Net loss | — | — | — | (2,539 | ) | — | — | (2,539 | ) | |||||||||||||||||
Post-retirement benefit obligations | — | — | 135 | — | (268 | ) | — | (133 | ) | |||||||||||||||||
Comprehensive loss | (2,672 | ) | ||||||||||||||||||||||||
Adoption of jackpot liability guidance | — | — | — | 3,963 | — | — | 3,963 | |||||||||||||||||||
Share-based compensation | — | — | 6,700 | — | — | — | 6,700 | |||||||||||||||||||
Common stock issuance and option exercises | 552 | 56 | 3,975 | — | — | — | 4,031 | |||||||||||||||||||
Balance as of December 31, 2011 | 62,144 | 6,416 | 1,043,358 | (510,374 | ) | 82 | (20,090 | ) | 519,392 | |||||||||||||||||
Net loss | — | — | — | (31,805 | ) | — | — | (31,805 | ) | |||||||||||||||||
Post-retirement benefit obligations | — | — | 146 | — | (73 | ) | — | 73 | ||||||||||||||||||
Comprehensive loss | (31,732 | ) | ||||||||||||||||||||||||
Share-based compensation | — | — | 8,795 | — | — | — | 8,795 | |||||||||||||||||||
Common stock issuance and option exercises | 429 | 42 | 1,620 | — | — | — | 1,662 | |||||||||||||||||||
Treasury stock repurchase | (4,366 | ) | — | — | — | — | (51,000 | ) | (51,000 | ) | ||||||||||||||||
Balance as of December 31, 2012 | 58,207 | $ | 6,458 | $ | 1,053,919 | $ | (542,179 | ) | $ | 9 | $ | (71,090 | ) | $ | 447,117 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | (31,805 | ) | $ | (2,539 | ) | $ | (23,419 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 115,804 | 105,499 | 114,083 | ||||||||
Loss (gain) on disposal of assets | 1,952 | 2,892 | (992 | ) | |||||||
Loss from equity method investment | 30,780 | 588 | — | ||||||||
Loss on early extinguishment of debt | 20,718 | 183 | 1,852 | ||||||||
Reserve on uncollectible loan receivable | 1,700 | — | — | ||||||||
Impairment of indefinite-lived intangible assets | — | — | 11,500 | ||||||||
Impairment of buildings, vessels and equipment | — | 8,903 | 366 | ||||||||
Impairment of land and development costs | 6,950 | 17,853 | 23,662 | ||||||||
Amortization of debt issuance costs and debt discounts | 6,519 | 5,238 | 6,695 | ||||||||
Share-based compensation expense | 8,795 | 6,700 | 6,306 | ||||||||
Change in income taxes | 848 | (840 | ) | (7,477 | ) | ||||||
Other operating activities | — | 446 | 5,304 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables, net | 6,348 | (8,606 | ) | (4,031 | ) | ||||||
Prepaid expenses, inventories and other | 997 | 9,276 | (5,015 | ) | |||||||
Accounts payable, accrued expenses and other | 17,300 | (13,784 | ) | (40,151 | ) | ||||||
Net cash provided by operating activities | 186,906 | 131,809 | 88,683 | ||||||||
Cash flows from investing activities: | |||||||||||
Capital expenditures and land additions | (299,464 | ) | (153,452 | ) | (157,537 | ) | |||||
Equity method investment, inclusive of capitalized interest | (24,408 | ) | (98,383 | ) | — | ||||||
Payment for business combinations | (4,300 | ) | (45,216 | ) | — | ||||||
Purchase of held-to-maturity debt securities | (20,062 | ) | — | — | |||||||
Proceeds from investments | 12,757 | — | — | ||||||||
Proceeds from sale of property and equipment | 4,295 | 3,675 | 14,901 | ||||||||
Refund of restricted cash | 413 | — | 1,508 | ||||||||
Purchase of intangible asset | (1,057 | ) | — | — | |||||||
Escrow refund (deposit) | 25,000 | — | (25,000 | ) | |||||||
Net proceeds from sale of discontinued operations | 10,784 | — | 35,477 | ||||||||
Loans receivable | (6,037 | ) | — | — | |||||||
Net cash used in investing activities | (302,079 | ) | (293,376 | ) | (130,651 | ) | |||||
Cash flows from financing activities: | |||||||||||
Proceeds from Credit Facility | 47,500 | 99,000 | 165,379 | ||||||||
Repayments under Credit Facility | (103,500 | ) | (43,000 | ) | (202,298 | ) | |||||
Proceeds from issuance of long-term debt | 646,750 | — | 350,000 | ||||||||
Repayment of long-term debt | (391,500 | ) | (10,104 | ) | (200,008 | ) | |||||
Proceeds from common stock options exercised | 1,482 | 3,717 | 10,854 | ||||||||
Proceeds from issuance of common stock | — | — | 1,080 | ||||||||
Payments on other secured and unsecured notes payable | (653 | ) | — | — | |||||||
Purchase of treasury stock | (51,000 | ) | — | — | |||||||
Debt issuance and other financing costs | (12,408 | ) | (3,139 | ) | (16,849 | ) | |||||
Net cash provided by financing activities | 136,671 | 46,474 | 108,158 | ||||||||
Effect of exchange rate changes on cash and cash equivalents | — | — | (379 | ) | |||||||
Increase (decrease) in cash and cash equivalents | 21,498 | (115,093 | ) | 65,811 | |||||||
Cash and cash equivalents at the beginning of the year | 80,294 | 195,387 | 129,576 | ||||||||
Cash and cash equivalents at the end of the year | $ | 101,792 | $ | 80,294 | $ | 195,387 | |||||
Supplemental Cash Flow Information: | |||||||||||
Cash paid for interest, net of amounts capitalized | $ | 82,831 | $ | 90,513 | $ | 95,876 | |||||
Cash payments (refunds) related to income taxes, net | 3,474 | (1,802 | ) | 7,305 | |||||||
Increase (decrease) in construction related deposits and liabilities | (1,340 | ) | 25,757 | (30,032 | ) | ||||||
Non-cash consideration for business combination | (300 | ) | — | — | |||||||
Non-cash issuance of common stock | 180 | 312 | — |
Fair Value Measurements Using: | |||||||||||||||
Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||
(in millions) | |||||||||||||||
As of December 31, 2012 | |||||||||||||||
Liabilities: | |||||||||||||||
Deferred compensation | $ | 1.0 | $ | 1.0 | $ | — | $ | — | |||||||
As of December 31, 2011 | |||||||||||||||
Liabilities: | |||||||||||||||
Deferred compensation | $ | 1.3 | $ | 1.3 | $ | — | $ | — |
Fair Value Measurements Using: | |||||||||||||||||||
Total Carrying Value | Total Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
(in millions) | |||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||
Assets: | |||||||||||||||||||
Held-to-maturity securities | $ | 14.4 | $ | 14.4 | $ | — | $ | 14.4 | $ | — | |||||||||
Promissory notes | $ | 4.0 | $ | 4.0 | $ | — | $ | 4.0 | $ | — | |||||||||
Liabilities: | |||||||||||||||||||
Long-term debt | $ | 1,440.5 | $ | 1,532.1 | $ | — | $ | 1,532.1 | $ | — | |||||||||
As of December 31, 2011 | |||||||||||||||||||
Assets: | |||||||||||||||||||
Held-to-maturity securities | $ | 4.6 | $ | 4.6 | $ | — | $ | 4.6 | $ | — | |||||||||
Promissory notes | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||||
Long-term debt | $ | 1,224.0 | $ | 1,243.5 | $ | — | $ | 1,243.5 | $ | — |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Depreciation expense | $ | 115.5 | $ | 103.7 | $ | 109.6 |
Years | |
Land improvements | 5 to 20 |
Buildings and improvements | 15 to 35 |
Vessels | 10 to 25 |
Furniture, fixtures and equipment | 3 to 20 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Food and beverage | $ | 68.1 | $ | 65.5 | $ | 62.1 | |||||
Lodging | 31.7 | 30.7 | 29.6 | ||||||||
Other | 10.6 | 9.4 | 9.5 | ||||||||
Total promotional allowances | $ | 110.4 | $ | 105.6 | $ | 101.2 | |||||
Promotional allowance costs included in gaming expense | $ | 83.9 | $ | 81.3 | $ | 78.3 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Gaming taxes | $ | 308.1 | $ | 297.6 | $ | 281.5 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Advertising costs | $ | 26.6 | $ | 23.2 | $ | 24.6 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
L'Auberge Baton Rouge | $ | 16.0 | $ | 4.3 | $ | 1.2 | |||||
River City | 0.1 | 0.2 | 9.9 | ||||||||
Other | 5.5 | 4.3 | 2.5 | ||||||||
Total pre-opening and development costs | $ | 21.6 | $ | 8.8 | $ | 13.6 |
December 31, | |||||||
2012 | 2011 | ||||||
(in millions) | |||||||
Senior Secured Credit Facility | $ | — | $ | 56.0 | |||
Term Loan | 319.7 | — | |||||
7.75% Senior Subordinated Notes due 2022 | 325.0 | — | |||||
8.75% Senior Subordinated Notes due 2020 | 350.0 | 350.0 | |||||
8.625% Senior Notes due 2017 | 445.8 | 445.1 | |||||
7.50% Senior Subordinated Notes due 2015 | — | 372.2 | |||||
Other secured and unsecured notes payable | — | 0.7 | |||||
1,440.5 | 1,224.0 | ||||||
Less current maturities | (3.3 | ) | (0.1 | ) | |||
$ | 1,437.3 | $ | 1,223.9 |
8.625% Notes Redeemable | 8.75% Notes Redeemable | 7.75% Notes Redeemable | ||||||||
On or after | At a % of | On or after | At a % of | On or after | At a % of | |||||
August 1, | par equal to | May 15, | par equal to | April 1, | par equal to | |||||
2013 | 104.313% | 2015 | 104.375% | 2017 | 103.875% | |||||
2014 | 102.156% | 2016 | 102.917% | 2018 | 102.583% | |||||
2015 and thereafter | 100.000% | 2017 | 101.458% | 2019 | 101.292% | |||||
2018 and thereafter | 100.000% | 2020 and thereafter | 100.000% |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Interest expense | $ | 114.8 | $ | 106.0 | $ | 107.1 | |||||
Interest income | (0.8 | ) | (0.4 | ) | (0.2 | ) | |||||
Capitalized interest | (20.3 | ) | (10.3 | ) | (4.0 | ) | |||||
Total interest expense, net of capitalized interest | $ | 93.7 | $ | 95.3 | $ | 102.9 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Loss on early extinguishment of debt | $ | 20.7 | $ | 0.2 | $ | 1.9 |
Year ending December 31: | |||
2013 | $ | 3.2 | |
2014 | 3.2 | ||
2015 | 3.2 | ||
2016 | 3.2 | ||
2017 | 453.4 | ||
Thereafter | 981.3 | ||
Total | 1,447.5 | ||
Less unamortized debt discounts | (7.0 | ) | |
Long-term debt, including current portion | $ | 1,440.5 |
Current | Deferred | Total | |||||||||
(in millions) | |||||||||||
Year ended December 31, 2012: | |||||||||||
U.S. Federal | $ | — | $ | (0.9 | ) | $ | (0.9 | ) | |||
State | (4.0 | ) | 0.2 | (3.8 | ) | ||||||
$ | (4.0 | ) | $ | (0.7 | ) | $ | (4.7 | ) | |||
Year ended December 31, 2011: | |||||||||||
U.S. Federal | $ | — | $ | 1.5 | $ | 1.5 | |||||
State | (3.5 | ) | (0.3 | ) | (3.8 | ) | |||||
$ | (3.5 | ) | $ | 1.2 | $ | (2.3 | ) | ||||
Year ended December 31, 2010: | |||||||||||
U.S. Federal | $ | 21.2 | $ | (14.9 | ) | $ | 6.3 | ||||
State | 2.3 | 3.1 | 5.4 | ||||||||
$ | 23.5 | $ | (11.8 | ) | $ | 11.7 |
2012 | 2011 | 2010 | ||||||||||||||||||
Percent | Amount | Percent | Amount | Percent | Amount | |||||||||||||||
(dollars in millions) | ||||||||||||||||||||
Federal income tax (expense) benefit at the statutory rate | 35.0 | % | $ | 6.3 | (35.0 | )% | $ | (11.4 | ) | 35.0 | % | $ | 18.4 | |||||||
State income taxes, net of federal tax benefits | (24.2 | )% | (4.3 | ) | (14.9 | )% | (4.8 | ) | 5.8 | % | 3.0 | |||||||||
Non-deductible expenses and other | (4.7 | )% | (0.8 | ) | (2.7 | )% | (0.8 | ) | (1.4 | )% | (0.7 | ) | ||||||||
Cancellation of stock options | (11.5 | )% | (2.1 | ) | (3.7 | )% | (1.2 | ) | — | % | — | |||||||||
Non-deductible donation of land | — | % | — | (3.5 | )% | (1.2 | ) | — | % | — | ||||||||||
Dividend income from foreign subsidiary | — | % | — | — | % | — | (3.5 | )% | (1.8 | ) | ||||||||||
Reserves for unrecognized tax benefits | (0.7 | )% | (0.1 | ) | 1.7 | % | 0.5 | 4.1 | % | 2.1 | ||||||||||
Credits | 3.3 | % | 0.5 | 3.7 | % | 1.2 | 13.7 | % | 7.2 | |||||||||||
Change in valuation allowance/reserve of deferred tax assets | (23.2 | )% | (4.2 | ) | 47.2 | % | 15.4 | (31.4 | )% | (16.5 | ) | |||||||||
Income tax (expense) benefit from continuing operations | (26.0 | )% | $ | (4.7 | ) | (7.2 | )% | $ | (2.3 | ) | 22.3 | % | $ | 11.7 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Income (loss) from continuing operations before income taxes | $ | (17.9 | ) | $ | 32.5 | $ | (52.5 | ) | |||
Income tax (expense) benefit allocated to continuing operations | (4.7 | ) | (2.3 | ) | 11.7 | ||||||
Income (loss) from continuing operations | (22.6 | ) | 30.2 | (40.8 | ) | ||||||
Income (loss) from discontinued operations before income taxes | (9.4 | ) | (32.9 | ) | 27.1 | ||||||
Income tax (expense) benefit allocated to discontinued operations | 0.2 | 0.2 | (9.7 | ) | |||||||
Income (loss) from discontinued operations | (9.2 | ) | (32.7 | ) | 17.4 | ||||||
Net loss | $ | (31.8 | ) | $ | (2.5 | ) | $ | (23.4 | ) | ||
Income tax (expense) benefit allocated to other comprehensive income | $ | — | $ | 0.2 | $ | — |
December 31, | |||||||
2012 | 2011 | ||||||
(in millions) | |||||||
Deferred tax assets—current: | |||||||
Workers’ compensation insurance reserve | $ | 2.7 | $ | 2.6 | |||
Allowance for doubtful accounts | 3.1 | 3.0 | |||||
Legal and merger costs | 3.6 | 2.7 | |||||
Other | 7.7 | 7.5 | |||||
Less valuation allowance | (16.4 | ) | (15.1 | ) | |||
Total deferred tax assets—current | 0.7 | 0.7 | |||||
Deferred tax liabilities—current: | |||||||
Prepaid expenses | (3.9 | ) | (3.2 | ) | |||
Total deferred tax liabilities—current | (3.9 | ) | (3.2 | ) | |||
Net current deferred tax liabilities | $ | (3.2 | ) | $ | (2.5 | ) | |
Deferred tax assets—non-current: | |||||||
Federal tax credit carry-forwards | $ | 28.9 | $ | 28.3 | |||
Federal net operating loss carry-forwards | 91.4 | 77.3 | |||||
State net operating loss carry-forwards | 9.8 | 11.7 | |||||
Capital loss carry-forward | 6.3 | 6.4 | |||||
Deferred compensation | 2.6 | 2.9 | |||||
Pre-opening expenses capitalized for tax purposes | 11.6 | 10.9 | |||||
ACDL investment write-down | 9.1 | — | |||||
Share-based compensation expense—book cost | 11.9 | 12.1 | |||||
Land, building, vessels and equipment, net | — | 31.6 | |||||
Other | 18.6 | 10.8 | |||||
Less valuation allowance | (184.7 | ) | (190.3 | ) | |||
Total deferred tax assets—non-current | 5.5 | 1.7 | |||||
Deferred tax liabilities—non-current: | |||||||
Land, building, vessels and equipment, net | (2.9 | ) | — | ||||
Intangible assets | (6.1 | ) | (5.1 | ) | |||
Total deferred tax liabilities—non-current: | (9.0 | ) | (5.1 | ) | |||
Net non-current deferred tax liabilities | $ | (3.5 | ) | $ | (3.4 | ) |
December 31, | |||||||
2012 | 2011 | ||||||
(in millions) | |||||||
Total deferred tax assets | $ | 207.3 | $ | 207.7 | |||
Less valuation allowances | (201.1 | ) | (205.4 | ) | |||
Less total deferred tax liabilities | (12.9 | ) | (8.2 | ) | |||
Net deferred tax liabilities | $ | (6.7 | ) | $ | (5.9 | ) |
2012 | 2011 | ||||||
(in millions) | |||||||
Balance as of January 1 | $ | 7.7 | $ | 8.2 | |||
Gross increases - tax positions in prior periods | 1.5 | 1.0 | |||||
Gross decreases - tax positions in prior periods | — | (0.1 | ) | ||||
Gross increases - tax positions in current period | 0.2 | 0.2 | |||||
Statute of limitation expirations | — | (1.6 | ) | ||||
Balance as of December 31 | $ | 9.4 | $ | 7.7 |
Period: | |||
2013 | $ | 9.8 | |
2014 | 9.2 | ||
2015 | 8.6 | ||
2016 | 8.5 | ||
2017 | 6.8 | ||
Thereafter | 487.6 | ||
$ | 530.5 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Slot and table game participation expenses | $ | 19.1 | $ | 19.6 | $ | 22.2 |
Number of Stock Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value (in millions) | ||||||||||
Options outstanding at January 1, 2012 | 5,336,929 | $ | 12.84 | ||||||||||
Granted | 1,356,700 | $ | 10.03 | ||||||||||
Exercised | (171,681 | ) | $ | 8.91 | |||||||||
Canceled / Forfeited | (1,002,603 | ) | $ | 15.55 | |||||||||
Options outstanding at December 31, 2012 | 5,519,345 | $ | 11.78 | 5.82 | $ | 24.4 | |||||||
Options exercisable at December 31, 2012 | 2,606,395 | $ | 12.86 | 5.21 | $ | 9.7 | |||||||
Expected to vest at December 31, 2012 | 2,212,243 | $ | 10.82 | 6.36 | $ | 11.1 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions, except grant date fair value) | |||||||||||
Weighted-average grant date fair value | $ | 5.06 | $ | 6.65 | $ | 5.73 | |||||
Intrinsic value of stock options exercised | $ | 0.5 | $ | 3.0 | $ | 7.2 | |||||
Net cash proceeds from exercise of stock options | $ | 1.5 | $ | 3.7 | $ | 10.9 |
Number of Shares | Weighted Average Fair Value | |||||
Non-vested shares at January 1, 2012 | 224,970 | $ | 11.51 | |||
Granted | 284,050 | $ | 9.96 | |||
Vested | (279,108 | ) | $ | 10.06 | ||
Canceled / Forfeited | (9,375 | ) | $ | 11.85 | ||
Non-vested shares at December 31, 2012 | 220,537 | $ | 11.33 |
Risk- Free Interest Rate | Expected Life at Issuance (in years) | Expected Volatility | Expected Dividends | |||||||
Options granted in the following periods: | ||||||||||
2012 | 0.8 | % | 5.25 | 58.0 | % | None | ||||
2011 | 1.8 | % | 5.14 | 56.7 | % | None | ||||
2010 | 2.8 | % | 6.60 | 58.4 | % | None |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Share-based compensation expense | $ | 8.7 | $ | 6.6 | $ | 6.1 |
December 31, | |||||||
2012 | 2011 | ||||||
(in millions) | |||||||
Total obligation under Executive Plan (a) | $ | 6.5 | $ | 7.5 | |||
Cash surrender value of insurance policies (b) | $ | 2.5 | $ | 2.2 |
(a) | Recorded in "Other Long-Term Liabilities" in the Consolidated Balance Sheets. |
(b) | Recorded in "Other assets, net" in the Consolidated Balance Sheets. |
Twelve Months Ended September 30, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Expense | |||||||
General and administrative | $ | 9,181 | $ | 7,957 | |||
Professional fees | 5,498 | 2,654 | |||||
Pre-opening expense | 4,603 | — | |||||
Interest expense | — | 4,756 | |||||
Other expenses | 2,726 | 5,051 | |||||
Net loss before income taxes | 22,008 | 20,418 | |||||
Deferred income tax (recovery) expense | (837 | ) | 837 | ||||
Net loss | $ | 21,171 | $ | 21,255 | |||
Comprehensive loss | $ | 21,171 | $ | 21,255 |
September 30, | |||||||
2012 | 2011 | ||||||
ASSETS | (in thousands) | ||||||
Current assets | |||||||
Cash and cash equivalents | $ | 70,786 | $ | 83,560 | |||
Other current assets | 8,167 | 7,183 | |||||
78,953 | 90,743 | ||||||
Property and equipment, net | 248,810 | 88,375 | |||||
Intangible assets, net | 27,561 | 27,396 | |||||
Other assets | 16,234 | 7,157 | |||||
Total assets | $ | 371,558 | $ | 213,671 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Current liabilities | |||||||
Accounts payable and accrued expenses | $ | 61,690 | $ | 19,132 | |||
Current portion of long-term debt | 823 | — | |||||
62,513 | 19,132 | ||||||
Long-term debt | 80,545 | — | |||||
Other long-term liabilities | 8 | 878 | |||||
80,553 | 878 | ||||||
Contingently redeemable shares | 314,026 | 260,319 | |||||
457,092 | 280,329 | ||||||
Total shareholders' equity | (85,534 | ) | (66,658 | ) | |||
Total liabilities and shareholders' equity | $ | 371,558 | $ | 213,671 |
Twelve Months Ended September 30, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Net cash used in operating activities | $ | (14,511 | ) | $ | (9,997 | ) | |
Net cash used in investing activities | (125,445 | ) | (47,935 | ) | |||
Net cash provided by financing activities | 127,168 | 94,998 | |||||
Effect of exchange rates on cash and cash equivalents | 14 | 24 | |||||
Net increase (decrease) in cash and cash equivalents | (12,774 | ) | 37,090 | ||||
Cash and cash equivalents, beginning of period | 83,560 | 46,470 | |||||
Cash and cash equivalents, end of period | $ | 70,786 | $ | 83,560 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Revenues | $ | 18.9 | $ | 39.6 | $ | 69.2 | |||||
Operating loss | (9.5 | ) | (33.0 | ) | (14.5 | ) | |||||
Other non-operating income, net | 0.1 | 0.1 | 41.6 | ||||||||
Income (loss) before income taxes | (9.4 | ) | (32.9 | ) | 27.1 | ||||||
Income tax benefit (expense) | 0.2 | 0.2 | (9.7 | ) | |||||||
Income (loss) from discontinued operations | $ | (9.2 | ) | $ | (32.7 | ) | $ | 17.4 |
December 31, | |||||||
2012 | 2011 | ||||||
(in millions) | |||||||
Assets: | |||||||
Property and equipment, net | $ | 36.6 | $ | 54.4 | |||
Other assets, net | 2.0 | 19.5 | |||||
Total assets | $ | 38.6 | $ | 73.9 | |||
Liabilities: | |||||||
Total liabilities | $ | — | $ | 2.9 | |||
Net assets | $ | 38.6 | $ | 71.0 |
Boomtown New Orleans | River Downs | Heartland Poker Tour | Total | ||||||||||||
(in millions) | |||||||||||||||
Original value | $ | 16.8 | $ | 35.8 | $ | 2.6 | $ | 55.2 | |||||||
Accumulated impairment charges | — | — | — | — | |||||||||||
Net book value at December 31, 2012 | $ | 16.8 | $ | 35.8 | $ | 2.6 | $ | 55.2 |
Boomtown Bossier City | L'Auberge Baton Rouge | Retama Park Racetrack | Heartland Poker Tour | Total | |||||||||||||||
(in millions) | |||||||||||||||||||
Original value | $ | 15.7 | $ | 23.9 | $ | 1.1 | $ | 0.2 | $ | 40.9 | |||||||||
Accumulated impairment charges | (5.7 | ) | (15.4 | ) | — | — | (21.1 | ) | |||||||||||
Net book value at December 31, 2012 | $ | 10.0 | $ | 8.5 | $ | 1.1 | $ | 0.2 | $ | 19.8 |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Loss (gain) on disposal of assets, net | $ | (0.4 | ) | $ | 3.4 | $ | 2.6 | ||||
Reserve on uncollectable loan receivable | 1.7 | — | — | ||||||||
Redevelopment contributions | 10.2 | — | — | ||||||||
Impairment of long-lived assets | 0.3 | 0.4 | 0.6 | ||||||||
Legal settlement expense (recoveries) | — | 0.4 | (6.5 | ) | |||||||
Write-downs, reserves and recoveries, net | $ | 11.8 | $ | 4.2 | $ | (3.3 | ) |
100% Owned | Consolidating | Pinnacle | |||||||||||||||||
Pinnacle | 100% Owned | Non- | and | Entertainment, | |||||||||||||||
Entertainment, | Guarantor | Guarantor | Eliminating | Inc. | |||||||||||||||
Inc. | Subsidiaries(a) | Subsidiaries(b) | Entries | Consolidated | |||||||||||||||
(in millions) | |||||||||||||||||||
Statements of Operations | |||||||||||||||||||
For the year ended December 31, 2012 | |||||||||||||||||||
Revenues: | |||||||||||||||||||
Gaming | $ | — | $ | 1,042.5 | $ | — | $ | — | $ | 1,042.5 | |||||||||
Food and beverage | — | 74.6 | — | — | 74.6 | ||||||||||||||
Other | 0.1 | 79.4 | 0.5 | — | 80.0 | ||||||||||||||
0.1 | 1,196.5 | 0.5 | — | 1,197.1 | |||||||||||||||
Expenses: | |||||||||||||||||||
Gaming | — | 588.6 | — | — | 588.6 | ||||||||||||||
Food and beverage | — | 64.5 | — | — | 64.5 | ||||||||||||||
General and administrative and other | 29.8 | 256.6 | 2.8 | — | 289.2 | ||||||||||||||
Depreciation and amortization | 3.3 | 112.2 | 0.2 | — | 115.7 | ||||||||||||||
Write downs, reserves, recoveries, net | 0.3 | 9.8 | 1.7 | — | 11.8 | ||||||||||||||
33.4 | 1,031.7 | 4.7 | — | 1,069.8 | |||||||||||||||
Operating income (loss) | (33.3 | ) | 164.8 | (4.2 | ) | — | 127.3 | ||||||||||||
Equity earnings of subsidiaries | 111.2 | — | — | (111.2 | ) | — | |||||||||||||
Interest (expense) and non-operating income, net | (114.4 | ) | 12.1 | 8.6 | — | (93.7 | ) | ||||||||||||
Loss on early extinguishment of debt | (20.7 | ) | — | — | — | (20.7 | ) | ||||||||||||
Loss from equity method investment | — | — | (30.8 | ) | — | (30.8 | ) | ||||||||||||
Income (loss) from continuing operations before inter-company activity and income taxes | (57.2 | ) | 176.9 | (26.4 | ) | (111.2 | ) | (17.9 | ) | ||||||||||
Management fee and inter-company interest | 30.1 | (21.7 | ) | (8.4 | ) | — | — | ||||||||||||
Income tax expense | (4.7 | ) | — | — | — | (4.7 | ) | ||||||||||||
Income (loss) from continuing operations | (31.8 | ) | 155.2 | (34.8 | ) | (111.2 | ) | (22.6 | ) | ||||||||||
Income (loss) from discontinued operations, net of taxes | — | (9.1 | ) | (0.1 | ) | — | (9.2 | ) | |||||||||||
Net income (loss) | $ | (31.8 | ) | $ | 146.1 | $ | (34.9 | ) | $ | (111.2 | ) | $ | (31.8 | ) |
100% Owned | Consolidating | Pinnacle | |||||||||||||||||
Pinnacle | 100% Owned | Non- | and | Entertainment, | |||||||||||||||
Entertainment, | Guarantor | Guarantor | Eliminating | Inc. | |||||||||||||||
Inc. | Subsidiaries(a) | Subsidiaries(b) | Entries | Consolidated | |||||||||||||||
(in millions) | |||||||||||||||||||
For the year ended December 31, 2011 | |||||||||||||||||||
Revenues: | |||||||||||||||||||
Gaming | $ | — | $ | 997.6 | $ | — | $ | — | $ | 997.6 | |||||||||
Food and beverage | — | 69.4 | — | — | 69.4 | ||||||||||||||
Other | 0.1 | 74.1 | — | — | 74.2 | ||||||||||||||
0.1 | 1,141.1 | — | — | 1,141.2 | |||||||||||||||
Expenses: | |||||||||||||||||||
Gaming | — | 575.3 | — | — | 575.3 | ||||||||||||||
Food and beverage | — | 60.7 | — | — | 60.7 | ||||||||||||||
General and administrative and other | 37.4 | 231.1 | — | — | 268.5 | ||||||||||||||
Depreciation and amortization | 3.4 | 100.5 | — | — | 103.9 | ||||||||||||||
Write downs, reserves, recoveries and impairments | 0.7 | 3.5 | — | — | 4.2 | ||||||||||||||
41.5 | 971.1 | — | — | 1,012.6 | |||||||||||||||
Operating income (loss) | (41.4 | ) | 170.0 | — | — | 128.6 | |||||||||||||
Equity earnings of subsidiaries | 127.8 | — | — | (127.8 | ) | — | |||||||||||||
Loss on early extinguishment of debt | (0.2 | ) | — | — | — | (0.2 | ) | ||||||||||||
Loss from equity method investment | — | — | (0.6 | ) | — | (0.6 | ) | ||||||||||||
Interest (expense) and non-operating income, net | (105.7 | ) | 7.0 | 3.4 | — | (95.3 | ) | ||||||||||||
Income (loss) from continuing operations before inter-company activity and income taxes | (19.5 | ) | 177.0 | 2.8 | (127.8 | ) | 32.5 | ||||||||||||
Management fee and inter-company interest | 19.3 | (15.9 | ) | (3.4 | ) | — | — | ||||||||||||
Income tax benefit | (2.3 | ) | — | — | — | (2.3 | ) | ||||||||||||
Income (loss) from continuing operations | (2.5 | ) | 161.1 | (0.6 | ) | (127.8 | ) | 30.2 | |||||||||||
Income from discontinued operations, net of taxes | — | (32.9 | ) | 0.2 | — | (32.7 | ) | ||||||||||||
Net income (loss) | $ | (2.5 | ) | $ | 128.2 | $ | (0.4 | ) | $ | (127.8 | ) | $ | (2.5 | ) |
100% Owned | Consolidating | Pinnacle | |||||||||||||||||
Pinnacle | 100% Owned | Non- | and | Entertainment, | |||||||||||||||
Entertainment, | Guarantor | Guarantor | Eliminating | Inc. | |||||||||||||||
Inc. | Subsidiaries(a) | Subsidiaries(b) | Entries | Consolidated | |||||||||||||||
(in millions) | |||||||||||||||||||
For the year ended December 31, 2010 | |||||||||||||||||||
Revenues: | |||||||||||||||||||
Gaming | $ | — | $ | 932.9 | $ | — | $ | — | $ | 932.9 | |||||||||
Food and beverage | — | 64.4 | — | — | 64.4 | ||||||||||||||
Other | 0.4 | 60.9 | — | — | 61.3 | ||||||||||||||
0.4 | 1,058.2 | — | — | 1,058.6 | |||||||||||||||
Expenses: | |||||||||||||||||||
Gaming | — | 541.1 | — | — | 541.1 | ||||||||||||||
Food and beverage | — | 57.6 | — | — | 57.6 | ||||||||||||||
General and administrative and other | 42.8 | 224.0 | (0.6 | ) | — | 266.2 | |||||||||||||
Depreciation and amortization | 5.3 | 104.3 | 0.1 | — | 109.7 | ||||||||||||||
Write downs, reserves, recoveries and impairments | (5.9 | ) | 38.2 | (0.5 | ) | — | 31.8 | ||||||||||||
42.2 | 965.2 | (1.0 | ) | — | 1,006.4 | ||||||||||||||
Operating income (loss) | (41.8 | ) | 93.0 | 1.0 | — | 52.2 | |||||||||||||
Equity earnings of subsidiaries | 99.6 | 2.1 | — | (101.7 | ) | — | |||||||||||||
Loss on early extinguishment of debt | (1.9 | ) | — | — | — | (1.9 | ) | ||||||||||||
Interest (expense) and non-operating income, net | (105.6 | ) | 2.8 | — | — | (102.8 | ) | ||||||||||||
Income (loss) from continuing operations before inter-company activity and income taxes | (49.7 | ) | 97.9 | 1.0 | (101.7 | ) | (52.5 | ) | |||||||||||
Management fee and inter-company interest | 14.6 | (14.6 | ) | — | — | — | |||||||||||||
Income tax benefit | 11.7 | — | — | — | 11.7 | ||||||||||||||
Income (loss) from continuing operations | (23.4 | ) | 83.3 | 1.0 | (101.7 | ) | (40.8 | ) | |||||||||||
Income (loss) from discontinued operations, net of taxes | — | 15.8 | 1.6 | — | 17.4 | ||||||||||||||
Net income (loss) | $ | (23.4 | ) | $ | 99.1 | $ | 2.6 | $ | (101.7 | ) | $ | (23.4 | ) |
100% Owned | Consolidating | Pinnacle | |||||||||||||||||
Pinnacle | 100% Owned | Non- | and | Entertainment, | |||||||||||||||
Entertainment, | Guarantor | Guarantor | Eliminating | Inc. | |||||||||||||||
Inc. | Subsidiaries(a) | Subsidiaries(b) | Entries | Consolidated | |||||||||||||||
(in millions) | |||||||||||||||||||
Balance Sheets | |||||||||||||||||||
As of December 31, 2012 | |||||||||||||||||||
Current assets, excluding discontinued operations | $ | 17.4 | $ | 106.3 | $ | 23.0 | $ | — | $ | 146.7 | |||||||||
Property and equipment, net | 21.7 | 1,672.8 | 1.5 | — | 1,696.0 | ||||||||||||||
Other non-current assets | 47.4 | 74.5 | 14.4 | — | 136.3 | ||||||||||||||
Investment in subsidiaries | 1,861.4 | — | — | (1,861.4 | ) | — | |||||||||||||
Equity method investment | — | — | 91.4 | — | 91.4 | ||||||||||||||
Assets of discontinued operations held for sale | — | 38.6 | 0.7 | (0.7 | ) | 38.6 | |||||||||||||
Inter-company | 1.2 | — | — | (1.2 | ) | — | |||||||||||||
$ | 1,949.1 | $ | 1,892.2 | $ | 131.0 | $ | (1,863.3 | ) | $ | 2,109.0 | |||||||||
Current liabilities, excluding discontinued operations | $ | 50.9 | $ | 146.3 | $ | 0.6 | $ | — | $ | 197.8 | |||||||||
Notes payable, long term | 1,437.3 | — | — | — | 1,437.3 | ||||||||||||||
Other non-current liabilities | 13.8 | 12.7 | 0.3 | — | 26.8 | ||||||||||||||
Liabilities of discontinued operations held for sale | — | — | — | — | — | ||||||||||||||
Inter-company | — | — | 1.2 | (1.2 | ) | — | |||||||||||||
Equity | 447.1 | 1,733.2 | 128.9 | (1,862.1 | ) | 447.1 | |||||||||||||
$ | 1,949.1 | $ | 1,892.2 | $ | 131.0 | $ | (1,863.3 | ) | $ | 2,109.0 | |||||||||
As of December 31, 2011 | |||||||||||||||||||
Current assets, excluding discontinued operations | $ | 23.2 | $ | 78.6 | $ | 15.2 | $ | — | $ | 117.0 | |||||||||
Property and equipment, net | 20.3 | 1,494.2 | 0.5 | — | 1,515.0 | ||||||||||||||
Other non-current assets | 58.5 | 88.4 | — | — | 146.9 | ||||||||||||||
Investment in subsidiaries | 1,692.9 | — | — | (1,692.9 | ) | — | |||||||||||||
Equity method investment | — | — | 97.8 | — | 97.8 | ||||||||||||||
Assets of discontinued operations held for sale | — | 74.5 | — | (0.6 | ) | 73.9 | |||||||||||||
Inter-company | 1.2 | — | — | (1.2 | ) | — | |||||||||||||
$ | 1,796.1 | $ | 1,735.7 | $ | 113.5 | $ | (1,694.7 | ) | $ | 1,950.6 | |||||||||
Current liabilities, excluding discontinued operations | $ | 38.8 | $ | 140.0 | $ | 0.3 | $ | — | $ | 179.1 | |||||||||
Notes payable, long term | 1,223.3 | 0.5 | — | — | 1,223.8 | ||||||||||||||
Other non-current liabilities | 14.6 | 10.8 | — | — | 25.4 | ||||||||||||||
Liabilities of discontinued operations held for sale | — | 2.9 | — | — | 2.9 | ||||||||||||||
Inter-company | — | — | 1.2 | (1.2 | ) | — | |||||||||||||
Equity | 519.4 | 1,581.5 | 112.0 | (1,693.5 | ) | 519.4 | |||||||||||||
$ | 1,796.1 | $ | 1,735.7 | $ | 113.5 | $ | (1,694.7 | ) | $ | 1,950.6 |
100% Owned | Consolidating | Pinnacle | |||||||||||||||||
Pinnacle | 100% Owned | Non- | and | Entertainment, | |||||||||||||||
Entertainment, | Guarantor | Guarantor | Eliminating | Inc. | |||||||||||||||
Inc. | Subsidiaries(a) | Subsidiaries(b) | Entries | Consolidated | |||||||||||||||
(in millions) | |||||||||||||||||||
Statements of Cash Flows | |||||||||||||||||||
For the year ended December 31, 2012 | |||||||||||||||||||
Cash provided by (used in) operating activities | $ | (140.0 | ) | $ | 277.7 | $ | 49.2 | $ | — | $ | 186.9 | ||||||||
Capital expenditures | (4.1 | ) | (294.8 | ) | (0.5 | ) | — | (299.4 | ) | ||||||||||
Equity method investment, inclusive of capitalized interest | — | (0.3 | ) | (24.1 | ) | — | (24.4 | ) | |||||||||||
Purchase of held-to-maturity debt securities | (4.5 | ) | — | (15.6 | ) | — | (20.1 | ) | |||||||||||
Escrow refund | — | 25.0 | — | — | 25.0 | ||||||||||||||
Other | 0.1 | 17.9 | (1.2 | ) | — | 16.8 | |||||||||||||
Cash used in investing activities | (8.5 | ) | (252.2 | ) | (41.4 | ) | — | (302.1 | ) | ||||||||||
Proceeds from Credit Facility | 47.5 | — | — | — | 47.5 | ||||||||||||||
Repayment under Credit Facility | (103.5 | ) | — | — | — | (103.5 | ) | ||||||||||||
Proceed from issuance of long-term debt | 646.8 | — | — | — | 646.8 | ||||||||||||||
Repayment of long-term debt | (391.5 | ) | — | — | — | (391.5 | ) | ||||||||||||
Purchase of treasury stock | (51.0 | ) | — | — | — | (51.0 | ) | ||||||||||||
Other | (11.6 | ) | — | — | — | (11.6 | ) | ||||||||||||
Cash provided by financing activities | 136.7 | — | — | — | 136.7 | ||||||||||||||
Increase (decrease) in cash and cash equivalents | (11.8 | ) | 25.5 | 7.8 | — | 21.5 | |||||||||||||
Cash and cash equivalents, beginning of period | 17.3 | 48.0 | 15.0 | — | 80.3 | ||||||||||||||
Cash and cash equivalents, end of period | $ | 5.5 | $ | 73.5 | $ | 22.8 | $ | — | $ | 101.8 | |||||||||
For the year ended December 31, 2011 | |||||||||||||||||||
Cash provided by (used in) operating activities | $ | (95.0 | ) | $ | 190.4 | $ | (0.1 | ) | $ | 36.5 | $ | 131.8 | |||||||
Capital expenditures | (11.1 | ) | (142.1 | ) | (0.2 | ) | — | (153.4 | ) | ||||||||||
Equity method investment, inclusive of capitalized interest | — | — | (98.4 | ) | — | (98.4 | ) | ||||||||||||
Payment for business combination | — | (45.2 | ) | — | — | (45.2 | ) | ||||||||||||
Proceeds from sale of property and equipment | — | 3.3 | 0.4 | — | 3.7 | ||||||||||||||
Cash used in investing activities | (11.1 | ) | (184.0 | ) | (98.2 | ) | — | (293.3 | ) | ||||||||||
Proceeds from Credit Facility | 99.0 | — | — | — | 99.0 | ||||||||||||||
Repayment under Credit Facility | (43.0 | ) | — | — | — | (43.0 | ) | ||||||||||||
Other | (9.6 | ) | — | 36.5 | (36.5 | ) | (9.6 | ) | |||||||||||
Cash provided by (used in) financing activities | 46.4 | — | 36.5 | (36.5 | ) | 46.4 | |||||||||||||
Increase (decrease) in cash and cash equivalents | (59.7 | ) | 6.4 | (61.8 | ) | — | (115.1 | ) | |||||||||||
Cash and cash equivalents, beginning of period | 77.0 | 41.6 | 76.8 | — | 195.4 | ||||||||||||||
Cash and cash equivalents, end of period | $ | 17.3 | $ | 48.0 | $ | 15.0 | $ | — | $ | 80.3 |
100% Owned | Consolidating | Pinnacle | |||||||||||||||||
Pinnacle | 100% Owned | Non- | and | Entertainment, | |||||||||||||||
Entertainment, | Guarantor | Guarantor | Eliminating | Inc. | |||||||||||||||
Inc. | Subsidiaries(a) | Subsidiaries(b) | Entries | Consolidated | |||||||||||||||
(in millions) | |||||||||||||||||||
For the year ended December 31, 2010 | |||||||||||||||||||
Cash provided by (used in) operating activities | $ | (32.0 | ) | $ | 160.7 | $ | (40.1 | ) | $ | — | $ | 88.6 | |||||||
Capital expenditures | (2.3 | ) | (155.2 | ) | — | — | (157.5 | ) | |||||||||||
Proceeds from sale of property and equipment | 0.1 | 4.3 | 10.5 | — | 14.9 | ||||||||||||||
Escrow deposit | — | (25.0 | ) | — | — | (25.0 | ) | ||||||||||||
Net proceeds from sale of discontinued operations | — | — | 35.5 | — | 35.5 | ||||||||||||||
Other | 1.5 | 0.1 | (0.1 | ) | — | 1.5 | |||||||||||||
Cash provided by (used in) investing activities | (0.7 | ) | (175.8 | ) | 45.9 | — | (130.6 | ) | |||||||||||
Proceeds from Credit Facility | 165.4 | — | — | — | 165.4 | ||||||||||||||
Repayment under Credit Facility | (202.3 | ) | — | — | — | (202.3 | ) | ||||||||||||
Proceed from issuance of long-term debt | 350.0 | — | — | — | 350.0 | ||||||||||||||
Repayment of long-term debt | (200.0 | ) | — | — | — | (200.0 | ) | ||||||||||||
Debt issuance and other financing costs | (16.8 | ) | — | — | — | (16.8 | ) | ||||||||||||
Other | 11.9 | — | — | — | 11.9 | ||||||||||||||
Cash provided by financing activities | 108.2 | — | — | — | 108.2 | ||||||||||||||
Effect of exchange rate changes on cash | — | — | (0.4 | ) | — | (0.4 | ) | ||||||||||||
Increase (decrease) in cash and cash equivalents | 75.5 | (15.1 | ) | 5.4 | — | 65.8 | |||||||||||||
Cash and cash equivalents, beginning of period | 1.5 | 56.7 | 71.4 | — | 129.6 | ||||||||||||||
Cash and cash equivalents, end of period | $ | 77.0 | $ | 41.6 | $ | 76.8 | $ | — | $ | 195.4 |
(a) | The following material subsidiaries are identified as guarantors of our senior and senior subordinated notes: ACE Gaming, LLC; AREP Boardwalk |
(b) | Guarantor subsidiaries of our senior and senior subordinated notes exclude; a subsidiary that owns a minority interest in ACDL; a subsidiary with $3.9 million in cash and cash equivalents as of December 31, 2012; a subsidiary with approximately $4.4 million in total assets as of December 31, 2012; a subsidiary with $25.2 million in total assets as of December 31, 2012; a subsidiary with $4.3 million in total assets as of December 31, 2012; and certain non-material subsidiaries. |
For the year ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in millions) | |||||||||||
Revenues: | |||||||||||
L’Auberge Lake Charles | $ | 383.9 | $ | 375.4 | $ | 342.0 | |||||
St. Louis (a) | 393.5 | 382.0 | 337.1 | ||||||||
Boomtown New Orleans | 122.1 | 133.6 | 139.1 | ||||||||
Belterra Casino Resort | 156.3 | 154.8 | 152.1 | ||||||||
Boomtown Bossier City | 81.0 | 85.0 | 87.9 | ||||||||
L'Auberge Baton Rouge | 47.9 | — | — | ||||||||
River Downs | 11.7 | 10.3 | — | ||||||||
Other | 0.7 | 0.1 | 0.4 | ||||||||
Total Revenue | $ | 1,197.1 | $ | 1,141.2 | $ | 1,058.6 | |||||
Adjusted EBITDA: (b) | |||||||||||
L’Auberge Lake Charles | $ | 115.5 | $ | 103.9 | $ | 92.9 | |||||
St. Louis (a) | 98.7 | 86.5 | 62.3 | ||||||||
Boomtown New Orleans | 38.0 | 44.9 | 43.9 | ||||||||
Belterra Casino Resort | 32.0 | 28.6 | 30.0 | ||||||||
Boomtown Bossier City | 18.3 | 18.8 | 20.2 | ||||||||
L'Auberge Baton Rouge | 4.9 | — | — | ||||||||
River Downs | (1.6 | ) | (2.2 | ) | — | ||||||
Other | (0.3 | ) | — | — | |||||||
305.5 | 280.5 | 249.3 | |||||||||
Corporate expenses (c) | (20.4 | ) | (28.4 | ) | (35.7 | ) | |||||
Consolidated Adjusted EBITDA (b) | $ | 285.1 | $ | 252.1 | $ | 213.6 | |||||
Other income (expense): | |||||||||||
Depreciation and amortization | (115.7 | ) | (103.9 | ) | (109.7 | ) | |||||
Pre-opening and development costs | (21.6 | ) | (8.8 | ) | (13.6 | ) | |||||
Non-cash share-based compensation | (8.7 | ) | (6.6 | ) | (6.1 | ) | |||||
Impairment of indefinite-lived intangible assets | — | — | (11.5 | ) | |||||||
Impairment of development costs | — | — | (23.7 | ) | |||||||
Write-downs, reserves and recoveries, net | (11.8 | ) | (4.2 | ) | 3.3 | ||||||
Net interest expense, net of capitalized interest | (93.7 | ) | (95.3 | ) | (102.9 | ) | |||||
Loss from equity method investment | (30.8 | ) | (0.6 | ) | — | ||||||
Loss on early extinguishment of debt | (20.7 | ) | (0.2 | ) | (1.9 | ) | |||||
Income tax benefit (expense) | (4.7 | ) | (2.3 | ) | 11.7 | ||||||
Income (loss) from continuing operations | $ | (22.6 | ) | $ | 30.2 | $ | (40.8 | ) | |||
Capital expenditures | |||||||||||
L'Auberge Lake Charles | $ | 16.5 | $ | 20.0 | $ | 10.7 | |||||
St. Louis (a) | 40.3 | 13.8 | 77.9 | ||||||||
Boomtown New Orleans | 5.5 | 4.9 | 3.4 | ||||||||
Belterra Casino Resort | 3.6 | 3.2 | 8.6 | ||||||||
Boomtown Bossier City | 3.3 | 2.9 | 3.5 | ||||||||
L’Auberge Baton Rouge | 223.7 | 96.9 | 32.0 | ||||||||
River Downs | 2.1 | 0.1 | — | ||||||||
Corporate and other | 4.5 | 11.7 | 21.4 | ||||||||
$ | 299.5 | $ | 153.5 | $ | 157.5 |
December 31, | |||||||
2012 | 2011 | ||||||
(in millions) | |||||||
Assets: | |||||||
L’Auberge Lake Charles | $ | 319.6 | $ | 317.3 | |||
St. Louis (a) | 748.0 | 752.0 | |||||
Boomtown New Orleans | 73.8 | 62.4 | |||||
Belterra Casino Resort | 173.0 | 180.0 | |||||
Boomtown Bossier City | 83.2 | 86.1 | |||||
L'Auberge Baton Rouge | 404.0 | 208.5 | |||||
River Downs | 42.7 | 45.5 | |||||
Corporate and other | 264.7 | 298.8 | |||||
$ | 2,109.0 | $ | 1,950.6 |
(a) | Our St. Louis segment consists of Lumière Place (which includes the Lumière Place Casino, the Pinnacle-owned Four Seasons Hotel St. Louis and HoteLumière) and River City. |
(b) | We define Consolidated Adjusted EBITDA as earnings before depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, gain (loss) on sale of certain assets, interest income and expense, income (loss) from equity method investments, loss on early extinguishment of debt, loss on sale of discontinued operations, discontinued operations and income taxes. We define Adjusted EBITDA for each segment as earnings before depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, gain (loss) on sale of certain assets, interest income and expense and income taxes. We use Consolidated Adjusted EBITDA and Adjusted EBITDA for each segment to compare operating results among our properties and between accounting periods. Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures because they are used by management as a performance measure to analyze the performance of our business, and is especially relevant in evaluating large, long-lived casino-hotel projects because it provides a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We eliminate the results from discontinued operations as they are discontinued. We also review pre-opening and development expenses separately; as such expenses are also included in total project costs when assessing budgets and project returns, and because such costs relate to anticipated future revenues and income. We believe that Consolidated Adjusted EBITDA and Adjusted EBITDA are useful measures for investors because it is an indicator of the strength and performance of ongoing business operations, including our ability to service debt and fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value of companies within our industry. In addition, our credit agreement and bond indentures require compliance with financial measures similar to Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA should not be considered as an alternative to operating income as an indicator of performance, as an alternative to cash flows from operating activities as a measure of liquidity, or as an alternative to any other measure provided in accordance with GAAP. Our calculation of Consolidated Adjusted EBITDA may be different from the calculation methods used by other companies and, therefore, comparability may be limited. |
(c) | Corporate expenses represent unallocated payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. |
2012 | |||||||||||||||
Dec. 31, | Sept. 30, | Jun. 30, | Mar. 31, | ||||||||||||
(in millions, except per share data) | |||||||||||||||
Revenues | $ | 301.6 | $ | 304.2 | $ | 298.3 | $ | 293.0 | |||||||
Operating income | 11.9 | 33.0 | 38.8 | 43.5 | |||||||||||
Income (loss) from continuing operations | (42.0 | ) | 6.8 | 12.9 | (0.3 | ) | |||||||||
Loss from discontinued operations, net of taxes | (0.4 | ) | (7.1 | ) | (1.0 | ) | (0.7 | ) | |||||||
Net income (loss) | $ | (42.4 | ) | $ | (0.3 | ) | $ | 12.0 | $ | (1.0 | ) | ||||
Per Share Data—Basic (a) | |||||||||||||||
Income (loss) from continuing operations | $ | (0.71 | ) | $ | 0.11 | $ | 0.21 | $ | (0.01 | ) | |||||
Income (loss) from discontinued operations, net of taxes | (0.01 | ) | (0.12 | ) | (0.02 | ) | (0.01 | ) | |||||||
Net income (loss)—basic | $ | (0.72 | ) | $ | (0.01 | ) | $ | 0.19 | $ | (0.02 | ) | ||||
Per Share Data—Diluted (a) | |||||||||||||||
Income (loss) from continuing operations | $ | (0.71 | ) | $ | 0.10 | $ | 0.21 | $ | (0.01 | ) | |||||
Income (loss) from discontinued operations, net of taxes | (0.01 | ) | (0.11 | ) | (0.02 | ) | (0.01 | ) | |||||||
Net income (loss)—diluted | $ | (0.72 | ) | $ | (0.01 | ) | $ | 0.19 | $ | (0.02 | ) |
2011 | |||||||||||||||
Dec. 31, | Sept. 30, | Jun. 30, | Mar. 31, | ||||||||||||
(in millions, except per share data) | |||||||||||||||
Revenues | $ | 275.8 | $ | 295.9 | $ | 289.4 | $ | 280.1 | |||||||
Operating income | 37.1 | 37.5 | 22.0 | 32.1 | |||||||||||
Income (loss) from continuing operations | 17.7 | 11.8 | (5.2 | ) | 5.9 | ||||||||||
Income (loss) from discontinued operations, net of taxes | 7.3 | (12.6 | ) | (23.9 | ) | (3.6 | ) | ||||||||
Net income (loss) | $ | 25.0 | $ | (0.8 | ) | $ | (29.1 | ) | $ | 2.4 | |||||
Per Share Data—Basic (a) | |||||||||||||||
Income (loss) from continuing operations | $ | 0.28 | $ | 0.19 | $ | (0.08 | ) | $ | 0.10 | ||||||
Income (loss) from discontinued operations, net of taxes | 0.12 | (0.20 | ) | (0.39 | ) | (0.06 | ) | ||||||||
Net income (loss)—basic | $ | 0.40 | $ | (0.01 | ) | $ | (0.47 | ) | $ | 0.04 | |||||
Per Share Data—Diluted (a) | |||||||||||||||
Income (loss) from continuing operations | $ | 0.28 | $ | 0.19 | $ | (0.08 | ) | $ | 0.10 | ||||||
Income (loss) from discontinued operations, net of taxes | 0.12 | (0.20 | ) | (0.39 | ) | (0.06 | ) | ||||||||
Net income (loss)—diluted | $ | 0.40 | $ | (0.01 | ) | $ | (0.47 | ) | $ | 0.04 |
(a) | Net income (loss) per share calculations for each quarter is based on the weighted average number of shares outstanding during the respective periods; accordingly, the sum of the quarters may not equal the full-year income (loss) per share. |
Item 9A. | Controls and Procedures |
/s/ Ernst & Young LLP |
Las Vegas, Nevada |
March 1, 2013 |
Item 15. | Exhibits, Financial Statement Schedules |
1. | Consolidated Financial Statements and Supplementary Data: The following financial statements are included herein under Item 8 of Part II of this report, “Financial Statements and Supplementary Data”: |
Page Number | |
2. | Financial Statement Schedule: |
Exhibit | ||
Number | Description of Exhibit | |
1.1 | Underwriting Agreement, dated March 5, 2012, by and among Pinnacle Entertainment, Inc., the subsidiary guarantors named therein and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as Representatives of the several underwriters named therein is incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on March 9, 2012. (SEC File No. 001-13641). | |
2.1 | Agreement and Plan of Merger, dated as of December 20, 2012, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 21, 2012. (SEC File No. 001-13641). | |
2.2 | First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 1, 2013. (SEC File No. 001-13641). | |
3.1 | Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on May 9, 2005. (SEC File No. 001-13641). | |
3.2 | Restated Bylaws of Pinnacle Entertainment, Inc., as of May 24, 2011, are hereby incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 26, 2011. (SEC File No. 001-13641). | |
4.1† | Pinnacle Entertainment, Inc. 2001 Stock Option Plan is hereby incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on June 6, 2001. (SEC File No. 333-62378). | |
4.2† | First Amendment to Pinnacle Entertainment, Inc. 2001 Stock Option Plan is hereby incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on January 30, 2004. (SEC File No. 001-13641). | |
4.3† | Form of Stock Option Agreement for Pinnacle Entertainment, Inc. 2001 Stock Option Plan is hereby incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. (SEC File No. 001-13641). | |
4.4† | Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on July 16, 2003. (SEC File No. 333-107081). | |
4.5† | First Amendment to Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on July 16, 2003. (SEC File No. 333-107081). | |
4.6† | Second Amendment to Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on July 16, 2003. (SEC File No. 333-107081). | |
4.7† | Form of Stock Option Agreement for Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004. (SEC File No. 001-13641). | |
4.8† | Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2012. (SEC File No. 001-13641). | |
4.9† | Form of Restricted Stock Agreement and Form of Restricted Stock Grant Notice for Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 6, 2006. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
4.10† | Form of Online Stock Option Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended (Executive), is hereby incorporated by reference to Exhibit 4.21 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.11† | Form of Online Stock Option Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended (Team Member), is hereby incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-8 filed on September 24, 2012. (SEC File No. 333-184044). | |
4.12† | Form of Online Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is hereby incorporated by reference to Exhibit 4.22 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.13† | Form of Online Director Stock Option Grant Notice and Option Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. (SEC File No. 001-13641). | |
4.14† | Form of Online Director Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended is hereby incorporated by reference to Exhibit 4.24 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.15† | Form of Online Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, and Annual Incentive Plan (Automatic Grant) is hereby incorporated by reference to Exhibit 4.25 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.16† | Form of Online Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, and Annual Incentive Plan (Elected Grant) is hereby incorporated by reference to Exhibit 4.26 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.17† | Form of Amendment to Stock Option Agreements for Directors is hereby incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
4.18† | Form of Amendment to Stock Option Agreements and Employment Agreements for Executive Officers is hereby incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
4.19† | Form of Amendment to Stock Option Agreements for Directors is hereby incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. (SEC File No. 001-13641). | |
4.20† | Stock Option Grant Notice and Stock Option Agreement (Stock Option Exchange Program), dated September 14, 2011, by and between Pinnacle Entertainment, Inc. and Daniel Boudreaux is hereby incorporated by reference to Exhibit 10.68 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.21† | Nonqualified Stock Option Agreement dated as of March 14, 2010, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 18, 2010. (SEC File No. 001-13641). | |
4.22† | Nonqualified Stock Option Agreement dated as of August 1, 2008, by and between Pinnacle Entertainment, Inc. and Carlos Ruisanchez is hereby incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
4.23 | Indenture dated as of August 10, 2009, governing the 8.625% Senior Notes due 2017, by and among the Company, the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641). | |
4.24 | First Supplemental Indenture, dated as of February 5, 2010, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A., is hereby incorporated by reference to Exhibit 4.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
4.25 | Second Supplemental Indenture, dated as of January 26, 2011, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.27 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.26 | Third Supplemental Indenture, dated as of January 28, 2011, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.28 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.27 | Fourth Supplemental Indenture, dated as of January 28, 2011, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.29 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.28* | Fifth Supplemental Indenture, dated as of August 1, 2012, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.29* | Sixth Supplemental Indenture, dated as of January 29, 2013, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.30 | Form of 8.625% Senior Note due 2017 is hereby incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641). | |
4.31 | Indenture dated as of May 6, 2010, governing the 8.75% Senior Subordinated Notes due 2020, by and among the Company, the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641). | |
4.32 | First Supplemental Indenture, dated as of January 26, 2011, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.33 | Second Supplemental Indenture, dated as of January 28, 2011, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.34 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.34 | Third Supplemental Indenture, dated as of January 28, 2011, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.35 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.35* | Fourth Supplemental Indenture, dated as of August 1, 2012, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
Exhibit | ||
Number | Description of Exhibit | |
4.36* | Fifth Supplemental Indenture, dated as of January 29, 2013, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.37 | Form of 8.75% Senior Subordinated Note due 2020 is hereby incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641). | |
4.38 | Indenture dated as of March 19, 2012, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
4.39 | First Supplemental Indenture, dated as of July 19, 2012, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. (SEC File No. 001-13641). | |
4.40* | Second Supplemental Indenture, dated as of August 1, 2012, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.41* | Third Supplemental Indenture, dated as of January 29, 2013, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.42 | Form of 7.75% Senior Subordinated Note due 2022 is incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
4.43 | Specimen certificate for shares of common stock, $0.10 par value per share, of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. (SEC File No. 001-13641). | |
10.1 | Third Amended and Restated Credit Agreement, dated as of February 5, 2010, among Pinnacle Entertainment, Inc., the Lenders referred to therein, Banc of America Securities LLC and JPMorgan Securities Inc., as Joint Lead Arrangers and Joint Book Runners, Bank of America, N.A., JPMorgan Chase Bank, N.A., Calyon New York Branch, Deutsche Bank Trust Company Americas and UBS Securities LLC, as Syndication Agents, Capital One National Association, as the Documentation Agent, and Barclays Bank PLC as the Administrative Agent is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 8, 2010. (SEC File No. 001-13641). | |
10.2 | First Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2010, by and between Pinnacle Entertainment, Inc., Barclays Bank PLC, as the administrative agent, and the Required Lenders is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 29, 2010. (SEC File No. 001-13641). | |
10.3 | Second Amendment to Third Amended and Restated Credit Agreement, dated as of October 28, 2010, by and between Pinnacle Entertainment, Inc., Barclays Bank PLC, as the administrative agent, and the Required Lenders is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 1, 2010. (SEC File No. 001-13641). | |
10.4 | Fourth Amended and Restated Credit Agreement, dated as of August 2, 2011, among Pinnacle Entertainment, Inc., the Lenders referred to therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.Morgan Securities LLC as Joint Lead Arrangers and Joint Book Runners, Bank of America, N.A., JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A., as the Syndication Agents, UBS Securities LLC and Capital One National Association as the Senior Managing Agents, and Barclays Bank PLC, as the Administrative Agent is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.5 | Waiver to Fourth Amended and Restated Credit Agreement, dated as of November 1, 2011, between Pinnacle Entertainment, Inc., Barclays Bank, PLC, as Administrative Agent, and the Required Lenders thereto is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2011. (SEC File No. 001-13641). | |
10.6 | Consent Under Fourth Amended and Restated Credit Agreement, dated March 5, 2012, between Pinnacle Entertainment, Inc., Barclays Bank, PLC, as Administrative Agent, and the Required Lenders thereto is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 9, 2012. (SEC File No. 001-13641). | |
10.7 | Incremental Facility Activation Notice and New Lender Supplement, dated as of March 19, 2012, between Pinnacle Entertainment, Inc., JPMorgan Chase Bank, N.A., Barclays Bank, PLC, as the administrative agent is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
10.8 | First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 19, 2012, between Pinnacle Entertainment, Inc. and Barclays Bank, PLC, as the administrative agent is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
10.9† | Employment Agreement, entered into on March 13, 2010 and effective as of March 14, 2010, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 18, 2010. (SEC File No. 001-13641). | |
10.10† | Amended and Restated Employment Agreement, dated March 1, 2011, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2011. (SEC File No. 001-13641). | |
10.11† | First Amendment to Amended and Restated Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 15, 2011. (SEC File No. 001-13641). | |
10.12† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and Stephen H. Capp is hereby incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. (SEC File No. 001-13641). | |
10.13† | Separation Agreement and General Release, dated March 3, 2011, between Pinnacle Entertainment, Inc. and Stephen H. Capp is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 4, 2011. (SEC File No. 001-13641). | |
10.14† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and John A. Godfrey is hereby incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. (SEC File No. 001-13641). | |
10.15† | First Amendment to Amended and Restated Employment Agreement, dated September 23, 2010, between Pinnacle Entertainment, Inc. and John A. Godfrey is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 24, 2010. (SEC File No. 001-13641). | |
10.16† | Employment Agreement, dated April 5, 2012, between Pinnacle Entertainment, Inc. and John A. Godfrey is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 6, 2012. (SEC File No. 001-13641). | |
10.17† | Employment Agreement, dated April 24, 2012, effective April 10, 2012, between Pinnacle Entertainment, Inc. and Geno M. Iafrate is hereby incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. (SEC File No. 001-13641). | |
10.18† | Employment Agreement, dated April 24, 2012, effective April 10, 2012, between Pinnacle Entertainment, Inc. and Neil E. Walkoff is hereby incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. (SEC File No. 001-13641). |
Exhibit | ||
Number | Description of Exhibit | |
10.19† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and Carlos Ruisanchez is hereby incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. (SEC File No. 001-13641). | |
10.20† | First Amendment to Amended and Restated Employment Agreement, dated September 23, 2010, between Pinnacle Entertainment, Inc. and Carlos Ruisanchez is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 24, 2010. (SEC File No. 001-13641). | |
10.21† | Employment Agreement, dated March 28, 2011, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 29, 2011. (SEC File No. 001-13641). | |
10.22† | First Amendment to Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 15, 2011. (SEC File No. 001-13641). | |
10.23† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and Clifford D. Kortman is hereby incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
10.24† | First Amendment to Amended and Restated Employment Agreement dated December 18, 2009 between Pinnacle Entertainment, Inc. and Clifford D. Kortman is hereby incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
10.25† | Separation Agreement and General Release, dated March 3, 2011, between Pinnacle Entertainment, Inc. and Clifford D. Kortman is hereby incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. (SEC File No. 001-13641). | |
10.26† | Employment Agreement, dated November 29, 2011, effective November 15, 2011, between Pinnacle Entertainment, Inc. and Daniel P. Boudreaux is hereby incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.27† | First Amendment to Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, by and between Pinnacle Entertainment, Inc. and Daniel P. Boudreaux is hereby incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.28† | Employment Agreement, dated November 29, 2011, effective November 15, 2011, between Pinnacle Entertainment, Inc. and Virginia E. Shanks is hereby incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.29† | First Amendment to Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, by and between Pinnacle Entertainment, Inc. and Virginia E. Shanks is hereby incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.30*† | Summary of Director Compensation. | |
10.31† | Pinnacle Entertainment, Inc. Director Health and Medical Insurance Plan is hereby incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. (SEC File No. 001-13641). | |
10.32† | 2008 Amended and Restated Pinnacle Entertainment, Inc. Directors Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 23, 2012. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.33† | Pinnacle Entertainment, Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2011 is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 7, 2011. (SEC File No. 001-13641). | |
10.34 | Form of Lease by and between the Webster Family Limited Partnership, the Diuguid Family Limited Partnership and Pinnacle Gaming Development Corp. (executed by the parties on December 11, 1998 and subsequently assigned by Pinnacle Gaming Development Corp. to Belterra Resort Indiana, LLC), is hereby incorporated by reference to Exhibit B contained in Exhibit 10.47 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. (SEC File No. 001-13641). | |
10.35 | Form of Lease by and between Daniel Webster, Marsha S. Webster, William G. Diuguid, Sara T. Diuguid, J.R. Showers, III and Carol A. Showers, and Pinnacle Gaming Development Corp. (executed by the parties on December 11, 1998 and subsequently assigned by Pinnacle Gaming Development Corp. to Belterra Resort Indiana, LLC), is hereby incorporated by reference to Exhibit B contained in Exhibit 10.51 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1998. (SEC File No. 001-13641). | |
10.36 | Commercial Lease dated September 9, 1996 by and between State of Louisiana, State Land Office and PNK (Bossier City), Inc. (f/k/a Casino Magic of Louisiana, Corp.), is hereby incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003. (SEC File No. 001-13641). | |
10.37 | Ground Lease Agreement dated as of August 21, 2003 by and between PNK (LAKE CHARLES), L.L.C., and Lake Charles Harbor & Terminal District, is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 19, 2003. (SEC File No. 001-13641). | |
10.38 | Addendum Number One dated as of July 5, 2005 to Memorandum of Lease dated August 21, 2003, by and between PNK (LAKE CHARLES) L.L.C. and Lake Charles Harbor & Terminal District is hereby incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005. (SEC File No. 001-013641). | |
10.39 | Exercising of Option to Lease Additional Property situated in Calcasieu Parish, Louisiana and Exercise of Option to Lease Additional Property is hereby incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (SEC File No. 001-13641). | |
10.40 | Redevelopment Agreement dated as of April 22, 2004 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.43 to the Company's Amendment No. 1 to Registration Statement on Form S-4 filed on June 7, 2004. (SEC File No. 333-115557). | |
10.41 | First Amendment to Redevelopment Agreement and First Amendment to Option For Ground Lease dated as of December 23, 2004 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.42 | Second Amendment to Redevelopment Agreement dated as of July 21, 2005 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.43 | Third Amendment to the Redevelopment Agreement dated August 21, 2006 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 24, 2006. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.44 | Fourth Amendment to the Redevelopment Agreement dated March 28, 2008 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.61 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
10.45 | Fifth Amendment to the Redevelopment Agreement dated February 23, 2011 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
10.46 | Sixth Amendment to the Redevelopment Agreement dated January 30, 2012 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.47* | Seventh Amendment to the Redevelopment Agreement dated December 11, 2012 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. | |
10.48 | Lease and Development Agreement dated as of August 12, 2004 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. (SEC File No. 001-13641). | |
10.49 | Letter Agreement dated as of August 12, 2004 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.50 | Second Amendment to Lease and Development Agreement dated as of October 7, 2005 by and between St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.51 | Third Amendment to Lease and Development Agreement dated as of August 11, 2006 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. (SEC File No. 001-13641). | |
10.52 | Fourth Amendment to Lease and Development Agreement dated as of January 18, 2007 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (SEC File No. 001-13641). | |
10.53 | Fifth Amendment to Lease and Development Agreement dated as of March 30, 2007 by and between St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007. (SEC File No. 001-13641). | |
10.54 | Sixth Amendment to Lease and Development Agreement dated November 26, 2007 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 30, 2007. (SEC File No. 001-13641). | |
10.55 | Seventh Amendment to Lease and Development Agreement dated February 19, 2010 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 22, 2010. (SEC File No. 001-13641). | |
10.56 | Eighth Amendment to Lease and Development Agreement, dated September 15, 2011, by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 16, 2011. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.57 | Indemnification Trust Agreement dated as of August 16, 2005 by and between Pinnacle Entertainment, Inc. and Wilmington Trust Company and, as an additional party, Bruce Leslie, as Beneficiaries' Representative, is hereby incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005. (SEC File No. 001-13641). | |
10.58 | Agreement for Guaranteed Maximum Price Construction Services, effective as of March 30, 2010, by and between PNK (Baton Rouge) Partnership and Manhattan Construction Company is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 5, 2010. (SEC File No. 001-13641). | |
10.59 | First Amendment to the Agreement for Guaranteed Maximum Price Construction Services, dated as of May 26, 2011, between PNK (Baton Rouge) Partnership and Manhattan Construction Company is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 1, 2011. (SEC File No. 001-13641). | |
10.60 | Second Amendment to the Agreement for Guaranteed Maximum Price Construction Services, dated as of May 26, 2011, between PNK (Baton Rouge) Partnership and Manhattan Construction Company is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 1, 2011. (SEC File No. 001-13641). | |
10.61 | Asset Purchase Agreement, dated November 24, 2010, between Pinnacle Entertainment, Inc., PNK (Ohio), LLC, River Downs Investment Company, River Downs Jockey Club, Incorporated, River Downs Turf Club, Incorporated, and Ohio Valley Concessions, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 8-K filed on November 26, 2010. (SEC File No. 001-13641). | |
10.62 | Agent Agreement, dated as of July 29, 2011, between Wunderlich Securities Inc. and Pinnacle Entertainment, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011. (SEC File No. 001-13641). | |
10.63 | Subscription Agreement, dated as of May 25, 2011, between PNK Development 18, LLC and Asian Coast Development (Canada) LTD. is hereby incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011. (SEC File No. 001-13641). | |
10.64 | Shareholders Agreement, dated August 8, 2011, between PNK Development 18, LLC, Harbinger II S.a.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Breakaway ACDL, Inc. and Asian Coast Development (Canada) Ltd. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on November 8, 2011. (SEC File No. 001-13641). | |
10.65 | Amended and Restated Shareholders Agreement dated as of August 29, 2012 by and among PNK Development 18, LLC, PNK Development 31, LLC, Harbinger II S.a.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Breakaway ACDL, Inc., Harbinger China Dragon Intermediate Fund, L.P. and Asian Coast Development (Canada) Ltd. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 4, 2012. (SEC File No. 001-13641). | |
10.66 | First Amendment to the Amended and Restated Shareholders Agreement, dated as of September 28, 2012 by and among Asian Coast Development (Canada) Ltd., Harbinger II S.a.r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Harbinger China Dragon Intermediate Fund, L.P., PNK Development 18, LLC and PNK Development 31, LLC is hereby incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012. (SEC File No. 001-13641). | |
10.67 | Second Amended and Restated Shareholders Agreement, dated as of December 6, 2012, by and among PNK Development 18, LLC, PNK Development 31, LLC, Harbinger II S.à.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Breakaway ACDL, Inc., Harbinger China Dragon Intermediate Fund, L.P. and Asian Coast Development (Canada) Ltd. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 12, 2012. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.68 | Resort Management Agreement, effective August 8, 2011, between Ho Tram Project Company Limited and PNK (VN), Inc. is hereby incorporated by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641) | |
10.69 | Debt Commitment letter, dated December 20, 2012, entered into among Pinnacle Entertainment, Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, and Goldman Sachs Lending Partners LLC is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 21, 2012. (SEC File No. 001-13641). | |
11* | Statement re: Computation of Per Share Earnings. | |
12* | Computation of Ratio of Earnings to Fixed Charges. | |
21* | Subsidiaries of Pinnacle Entertainment, Inc. | |
23.1** | Consent of Ernst & Young LLP. | |
31.1** | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | |
31.2** | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | |
32*** | Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer. | |
99.1* | Government Regulations and Gaming Issues. | |
99.2 | Form of Power of Attorney for the Designation and Appointment of a Trustee For the Purposes of Conducting Casino Gambling Operations as required by the Indiana Gaming Commission is hereby incorporated by reference to Exhibit 99.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
101** | Financial statements from Pinnacle Entertainment, Inc.'s Annual Report on Form 10-K/A for the annual period ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i)Consolidated Balance Sheets, (ii)Consolidated Statements of Operations, (iii)Consolidated Statements of Changes in Stockholders' Equity, (iv)Consolidated Statements of Cash Flows, and (v)Notes to the Consolidated Financial Statements. | |
* | Filed with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on March 1, 2013 (SEC File No. 001-13641) | |
** | Filed herewith | |
*** | Furnished herewith. | |
† | Management contract or compensatory plan or arrangement. |
PINNACLE ENTERTAINMENT, INC. (Registrant) | |||
Date: | July 26, 2013 | By: | /s/ Carlos A. Ruisanchez |
Carlos A. Ruisanchez | |||
President and Chief Financial Officer | |||
(Authorized Officer, Principal Financial Officer and Principle Accounting Officer) |
As of | 2010 | As of | 2011 | As of | 2012 | As of | ||||||||||||||||||||||||||||||||||
Description | 1/1/2010 | Additions | Deductions | 12/31/2010 | Additions | Deductions | 12/31/2011 | Additions | Deductions | 12/31/2012 | ||||||||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 4,353 | $ | 1,144 | $ | (2,720 | ) | $ | 2,777 | $ | 2,908 | $ | (967 | ) | $ | 4,718 | $ | 3,876 | $ | (1,068 | ) | $ | 7,526 |
Exhibit | ||
Number | Description of Exhibit | |
1.1 | Underwriting Agreement, dated March 5, 2012, by and among Pinnacle Entertainment, Inc., the subsidiary guarantors named therein and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as Representatives of the several underwriters named therein is incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed on March 9, 2012. (SEC File No. 001-13641). | |
2.1 | Agreement and Plan of Merger, dated as of December 20, 2012, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 21, 2012. (SEC File No. 001-13641). | |
2.2 | First Amendment to Agreement and Plan of Merger, dated as of February 1, 2013, entered into by and among, Pinnacle Entertainment, Inc., PNK Holdings, Inc., PNK Development 32, Inc., and Ameristar Casinos, Inc. is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 1, 2013. (SEC File No. 001-13641). | |
3.1 | Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed on May 9, 2005. (SEC File No. 001-13641). | |
3.2 | Restated Bylaws of Pinnacle Entertainment, Inc., as of May 24, 2011, are hereby incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on May 26, 2011. (SEC File No. 001-13641). | |
4.1† | Pinnacle Entertainment, Inc. 2001 Stock Option Plan is hereby incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed on June 6, 2001. (SEC File No. 333-62378). | |
4.2† | First Amendment to Pinnacle Entertainment, Inc. 2001 Stock Option Plan is hereby incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on January 30, 2004. (SEC File No. 001-13641). | |
4.3† | Form of Stock Option Agreement for Pinnacle Entertainment, Inc. 2001 Stock Option Plan is hereby incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. (SEC File No. 001-13641). | |
4.4† | Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-8 filed on July 16, 2003. (SEC File No. 333-107081). | |
4.5† | First Amendment to Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8 filed on July 16, 2003. (SEC File No. 333-107081). | |
4.6† | Second Amendment to Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form S-8 filed on July 16, 2003. (SEC File No. 333-107081). | |
4.7† | Form of Stock Option Agreement for Pinnacle Entertainment, Inc. 2002 Stock Option Plan is hereby incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004. (SEC File No. 001-13641). | |
4.8† | Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2012. (SEC File No. 001-13641). | |
4.9† | Form of Restricted Stock Agreement and Form of Restricted Stock Grant Notice for Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 6, 2006. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
4.10† | Form of Online Stock Option Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended (Executive), is hereby incorporated by reference to Exhibit 4.21 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.11† | Form of Online Stock Option Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended (Team Member), is hereby incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-8 filed on September 24, 2012. (SEC File No. 333-184044). | |
4.12† | Form of Online Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is hereby incorporated by reference to Exhibit 4.22 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.13† | Form of Online Director Stock Option Grant Notice and Option Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. (SEC File No. 001-13641). | |
4.14† | Form of Online Director Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended is hereby incorporated by reference to Exhibit 4.24 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.15† | Form of Online Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, and Annual Incentive Plan (Automatic Grant) is hereby incorporated by reference to Exhibit 4.25 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.16† | Form of Online Other Stock Unit Award Grant Notice and Award Agreement for the Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended, and Annual Incentive Plan (Elected Grant) is hereby incorporated by reference to Exhibit 4.26 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.17† | Form of Amendment to Stock Option Agreements for Directors is hereby incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
4.18† | Form of Amendment to Stock Option Agreements and Employment Agreements for Executive Officers is hereby incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
4.19† | Form of Amendment to Stock Option Agreements for Directors is hereby incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. (SEC File No. 001-13641). | |
4.20† | Stock Option Grant Notice and Stock Option Agreement (Stock Option Exchange Program), dated September 14, 2011, by and between Pinnacle Entertainment, Inc. and Daniel Boudreaux is hereby incorporated by reference to Exhibit 10.68 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
4.21† | Nonqualified Stock Option Agreement dated as of March 14, 2010, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 18, 2010. (SEC File No. 001-13641). | |
4.22† | Nonqualified Stock Option Agreement dated as of August 1, 2008, by and between Pinnacle Entertainment, Inc. and Carlos Ruisanchez is hereby incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
4.23 | Indenture dated as of August 10, 2009, governing the 8.625% Senior Notes due 2017, by and among the Company, the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641). | |
4.24 | First Supplemental Indenture, dated as of February 5, 2010, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A., is hereby incorporated by reference to Exhibit 4.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
4.25 | Second Supplemental Indenture, dated as of January 26, 2011, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.27 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.26 | Third Supplemental Indenture, dated as of January 28, 2011, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.28 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.27 | Fourth Supplemental Indenture, dated as of January 28, 2011, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.29 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.28* | Fifth Supplemental Indenture, dated as of August 1, 2012, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.29* | Sixth Supplemental Indenture, dated as of January 29, 2013, governing the 8.625% Senior Notes due 2017, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.30 | Form of 8.625% Senior Note due 2017 is hereby incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 13, 2009. (SEC File No. 001-13641). | |
4.31 | Indenture dated as of May 6, 2010, governing the 8.75% Senior Subordinated Notes due 2020, by and among the Company, the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641). | |
4.32 | First Supplemental Indenture, dated as of January 26, 2011, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.33 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.33 | Second Supplemental Indenture, dated as of January 28, 2011, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.34 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.34 | Third Supplemental Indenture, dated as of January 28, 2011, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.35 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
4.35* | Fourth Supplemental Indenture, dated as of August 1, 2012, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
Exhibit | ||
Number | Description of Exhibit | |
4.36* | Fifth Supplemental Indenture, dated as of January 29, 2013, governing the 8.75% Senior Subordinated Notes due 2020, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.37 | Form of 8.75% Senior Subordinated Note due 2020 is hereby incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641). | |
4.38 | Indenture dated as of March 19, 2012, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
4.39 | First Supplemental Indenture, dated as of July 19, 2012, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012. (SEC File No. 001-13641). | |
4.40* | Second Supplemental Indenture, dated as of August 1, 2012, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.41* | Third Supplemental Indenture, dated as of January 29, 2013, governing the 7.75% Senior Subordinated Notes due 2022, by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. | |
4.42 | Form of 7.75% Senior Subordinated Note due 2022 is incorporated by reference to Exhibit A contained in Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
4.43 | Specimen certificate for shares of common stock, $0.10 par value per share, of Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. (SEC File No. 001-13641). | |
10.1 | Third Amended and Restated Credit Agreement, dated as of February 5, 2010, among Pinnacle Entertainment, Inc., the Lenders referred to therein, Banc of America Securities LLC and JPMorgan Securities Inc., as Joint Lead Arrangers and Joint Book Runners, Bank of America, N.A., JPMorgan Chase Bank, N.A., Calyon New York Branch, Deutsche Bank Trust Company Americas and UBS Securities LLC, as Syndication Agents, Capital One National Association, as the Documentation Agent, and Barclays Bank PLC as the Administrative Agent is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 8, 2010. (SEC File No. 001-13641). | |
10.2 | First Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2010, by and between Pinnacle Entertainment, Inc., Barclays Bank PLC, as the administrative agent, and the Required Lenders is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 29, 2010. (SEC File No. 001-13641). | |
10.3 | Second Amendment to Third Amended and Restated Credit Agreement, dated as of October 28, 2010, by and between Pinnacle Entertainment, Inc., Barclays Bank PLC, as the administrative agent, and the Required Lenders is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 1, 2010. (SEC File No. 001-13641). | |
10.4 | Fourth Amended and Restated Credit Agreement, dated as of August 2, 2011, among Pinnacle Entertainment, Inc., the Lenders referred to therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P.Morgan Securities LLC as Joint Lead Arrangers and Joint Book Runners, Bank of America, N.A., JPMorgan Chase Bank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A., as the Syndication Agents, UBS Securities LLC and Capital One National Association as the Senior Managing Agents, and Barclays Bank PLC, as the Administrative Agent is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.5 | Waiver to Fourth Amended and Restated Credit Agreement, dated as of November 1, 2011, between Pinnacle Entertainment, Inc., Barclays Bank, PLC, as Administrative Agent, and the Required Lenders thereto is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2011. (SEC File No. 001-13641). | |
10.6 | Consent Under Fourth Amended and Restated Credit Agreement, dated March 5, 2012, between Pinnacle Entertainment, Inc., Barclays Bank, PLC, as Administrative Agent, and the Required Lenders thereto is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 9, 2012. (SEC File No. 001-13641). | |
10.7 | Incremental Facility Activation Notice and New Lender Supplement, dated as of March 19, 2012, between Pinnacle Entertainment, Inc., JPMorgan Chase Bank, N.A., Barclays Bank, PLC, as the administrative agent is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
10.8 | First Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 19, 2012, between Pinnacle Entertainment, Inc. and Barclays Bank, PLC, as the administrative agent is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 19, 2012. (SEC File No. 001-13641). | |
10.9† | Employment Agreement, entered into on March 13, 2010 and effective as of March 14, 2010, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 18, 2010. (SEC File No. 001-13641). | |
10.10† | Amended and Restated Employment Agreement, dated March 1, 2011, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 7, 2011. (SEC File No. 001-13641). | |
10.11† | First Amendment to Amended and Restated Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, by and between Pinnacle Entertainment, Inc. and Anthony M. Sanfilippo is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 15, 2011. (SEC File No. 001-13641). | |
10.12† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and Stephen H. Capp is hereby incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. (SEC File No. 001-13641). | |
10.13† | Separation Agreement and General Release, dated March 3, 2011, between Pinnacle Entertainment, Inc. and Stephen H. Capp is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 4, 2011. (SEC File No. 001-13641). | |
10.14† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and John A. Godfrey is hereby incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. (SEC File No. 001-13641). | |
10.15† | First Amendment to Amended and Restated Employment Agreement, dated September 23, 2010, between Pinnacle Entertainment, Inc. and John A. Godfrey is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 24, 2010. (SEC File No. 001-13641). | |
10.16† | Employment Agreement, dated April 5, 2012, between Pinnacle Entertainment, Inc. and John A. Godfrey is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 6, 2012. (SEC File No. 001-13641). | |
10.17† | Employment Agreement, dated April 24, 2012, effective April 10, 2012, between Pinnacle Entertainment, Inc. and Geno M. Iafrate is hereby incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. (SEC File No. 001-13641). | |
10.18† | Employment Agreement, dated April 24, 2012, effective April 10, 2012, between Pinnacle Entertainment, Inc. and Neil E. Walkoff is hereby incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012. (SEC File No. 001-13641). |
Exhibit | ||
Number | Description of Exhibit | |
10.19† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and Carlos Ruisanchez is hereby incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. (SEC File No. 001-13641). | |
10.20† | First Amendment to Amended and Restated Employment Agreement, dated September 23, 2010, between Pinnacle Entertainment, Inc. and Carlos Ruisanchez is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 24, 2010. (SEC File No. 001-13641). | |
10.21† | Employment Agreement, dated March 28, 2011, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 29, 2011. (SEC File No. 001-13641). | |
10.22† | First Amendment to Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, between Pinnacle Entertainment, Inc. and Carlos A. Ruisanchez is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 15, 2011. (SEC File No. 001-13641). | |
10.23† | Amended and Restated Employment Agreement dated December 22, 2008 between Pinnacle Entertainment, Inc. and Clifford D. Kortman is hereby incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
10.24† | First Amendment to Amended and Restated Employment Agreement dated December 18, 2009 between Pinnacle Entertainment, Inc. and Clifford D. Kortman is hereby incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
10.25† | Separation Agreement and General Release, dated March 3, 2011, between Pinnacle Entertainment, Inc. and Clifford D. Kortman is hereby incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. (SEC File No. 001-13641). | |
10.26† | Employment Agreement, dated November 29, 2011, effective November 15, 2011, between Pinnacle Entertainment, Inc. and Daniel P. Boudreaux is hereby incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.27† | First Amendment to Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, by and between Pinnacle Entertainment, Inc. and Daniel P. Boudreaux is hereby incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.28† | Employment Agreement, dated November 29, 2011, effective November 15, 2011, between Pinnacle Entertainment, Inc. and Virginia E. Shanks is hereby incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.29† | First Amendment to Employment Agreement, dated December 14, 2011, effective as of January 1, 2012, by and between Pinnacle Entertainment, Inc. and Virginia E. Shanks is hereby incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.30*† | Summary of Director Compensation. | |
10.31† | Pinnacle Entertainment, Inc. Director Health and Medical Insurance Plan is hereby incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011. (SEC File No. 001-13641). | |
10.32† | 2008 Amended and Restated Pinnacle Entertainment, Inc. Directors Deferred Compensation Plan is hereby incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on May 23, 2012. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.33† | Pinnacle Entertainment, Inc. Executive Deferred Compensation Plan, as amended and restated effective January 1, 2011 is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 7, 2011. (SEC File No. 001-13641). | |
10.34 | Form of Lease by and between the Webster Family Limited Partnership, the Diuguid Family Limited Partnership and Pinnacle Gaming Development Corp. (executed by the parties on December 11, 1998 and subsequently assigned by Pinnacle Gaming Development Corp. to Belterra Resort Indiana, LLC), is hereby incorporated by reference to Exhibit B contained in Exhibit 10.47 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998. (SEC File No. 001-13641). | |
10.35 | Form of Lease by and between Daniel Webster, Marsha S. Webster, William G. Diuguid, Sara T. Diuguid, J.R. Showers, III and Carol A. Showers, and Pinnacle Gaming Development Corp. (executed by the parties on December 11, 1998 and subsequently assigned by Pinnacle Gaming Development Corp. to Belterra Resort Indiana, LLC), is hereby incorporated by reference to Exhibit B contained in Exhibit 10.51 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1998. (SEC File No. 001-13641). | |
10.36 | Commercial Lease dated September 9, 1996 by and between State of Louisiana, State Land Office and PNK (Bossier City), Inc. (f/k/a Casino Magic of Louisiana, Corp.), is hereby incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003. (SEC File No. 001-13641). | |
10.37 | Ground Lease Agreement dated as of August 21, 2003 by and between PNK (LAKE CHARLES), L.L.C., and Lake Charles Harbor & Terminal District, is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 19, 2003. (SEC File No. 001-13641). | |
10.38 | Addendum Number One dated as of July 5, 2005 to Memorandum of Lease dated August 21, 2003, by and between PNK (LAKE CHARLES) L.L.C. and Lake Charles Harbor & Terminal District is hereby incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005. (SEC File No. 001-013641). | |
10.39 | Exercising of Option to Lease Additional Property situated in Calcasieu Parish, Louisiana and Exercise of Option to Lease Additional Property is hereby incorporated by reference to Exhibit 10.64 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (SEC File No. 001-13641). | |
10.40 | Redevelopment Agreement dated as of April 22, 2004 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.43 to the Company's Amendment No. 1 to Registration Statement on Form S-4 filed on June 7, 2004. (SEC File No. 333-115557). | |
10.41 | First Amendment to Redevelopment Agreement and First Amendment to Option For Ground Lease dated as of December 23, 2004 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.42 | Second Amendment to Redevelopment Agreement dated as of July 21, 2005 by and between the Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.43 | Third Amendment to the Redevelopment Agreement dated August 21, 2006 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 24, 2006. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.44 | Fourth Amendment to the Redevelopment Agreement dated March 28, 2008 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.61 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
10.45 | Fifth Amendment to the Redevelopment Agreement dated February 23, 2011 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. (SEC File No. 001-13641). | |
10.46 | Sixth Amendment to the Redevelopment Agreement dated January 30, 2012 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.67 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641). | |
10.47* | Seventh Amendment to the Redevelopment Agreement dated December 11, 2012 by and between Land Clearance for Redevelopment Authority of the City of St. Louis and Pinnacle Entertainment, Inc. | |
10.48 | Lease and Development Agreement dated as of August 12, 2004 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. (SEC File No. 001-13641). | |
10.49 | Letter Agreement dated as of August 12, 2004 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.54 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.50 | Second Amendment to Lease and Development Agreement dated as of October 7, 2005 by and between St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005. (SEC File No. 001-13641). | |
10.51 | Third Amendment to Lease and Development Agreement dated as of August 11, 2006 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006. (SEC File No. 001-13641). | |
10.52 | Fourth Amendment to Lease and Development Agreement dated as of January 18, 2007 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (SEC File No. 001-13641). | |
10.53 | Fifth Amendment to Lease and Development Agreement dated as of March 30, 2007 by and between St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007. (SEC File No. 001-13641). | |
10.54 | Sixth Amendment to Lease and Development Agreement dated November 26, 2007 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 30, 2007. (SEC File No. 001-13641). | |
10.55 | Seventh Amendment to Lease and Development Agreement dated February 19, 2010 by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 22, 2010. (SEC File No. 001-13641). | |
10.56 | Eighth Amendment to Lease and Development Agreement, dated September 15, 2011, by and between the St. Louis County Port Authority and Pinnacle Entertainment, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 16, 2011. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.57 | Indemnification Trust Agreement dated as of August 16, 2005 by and between Pinnacle Entertainment, Inc. and Wilmington Trust Company and, as an additional party, Bruce Leslie, as Beneficiaries' Representative, is hereby incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005. (SEC File No. 001-13641). | |
10.58 | Agreement for Guaranteed Maximum Price Construction Services, effective as of March 30, 2010, by and between PNK (Baton Rouge) Partnership and Manhattan Construction Company is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 5, 2010. (SEC File No. 001-13641). | |
10.59 | First Amendment to the Agreement for Guaranteed Maximum Price Construction Services, dated as of May 26, 2011, between PNK (Baton Rouge) Partnership and Manhattan Construction Company is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 1, 2011. (SEC File No. 001-13641). | |
10.60 | Second Amendment to the Agreement for Guaranteed Maximum Price Construction Services, dated as of May 26, 2011, between PNK (Baton Rouge) Partnership and Manhattan Construction Company is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 1, 2011. (SEC File No. 001-13641). | |
10.61 | Asset Purchase Agreement, dated November 24, 2010, between Pinnacle Entertainment, Inc., PNK (Ohio), LLC, River Downs Investment Company, River Downs Jockey Club, Incorporated, River Downs Turf Club, Incorporated, and Ohio Valley Concessions, Inc. is hereby incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 8-K filed on November 26, 2010. (SEC File No. 001-13641). | |
10.62 | Agent Agreement, dated as of July 29, 2011, between Wunderlich Securities Inc. and Pinnacle Entertainment, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 4, 2011. (SEC File No. 001-13641). | |
10.63 | Subscription Agreement, dated as of May 25, 2011, between PNK Development 18, LLC and Asian Coast Development (Canada) LTD. is hereby incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011. (SEC File No. 001-13641). | |
10.64 | Shareholders Agreement, dated August 8, 2011, between PNK Development 18, LLC, Harbinger II S.a.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Breakaway ACDL, Inc. and Asian Coast Development (Canada) Ltd. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on November 8, 2011. (SEC File No. 001-13641). | |
10.65 | Amended and Restated Shareholders Agreement dated as of August 29, 2012 by and among PNK Development 18, LLC, PNK Development 31, LLC, Harbinger II S.a.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Breakaway ACDL, Inc., Harbinger China Dragon Intermediate Fund, L.P. and Asian Coast Development (Canada) Ltd. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 4, 2012. (SEC File No. 001-13641). | |
10.66 | First Amendment to the Amended and Restated Shareholders Agreement, dated as of September 28, 2012 by and among Asian Coast Development (Canada) Ltd., Harbinger II S.a.r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Harbinger China Dragon Intermediate Fund, L.P., PNK Development 18, LLC and PNK Development 31, LLC is hereby incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012. (SEC File No. 001-13641). | |
10.67 | Second Amended and Restated Shareholders Agreement, dated as of December 6, 2012, by and among PNK Development 18, LLC, PNK Development 31, LLC, Harbinger II S.à.r.l, Blue Line ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., Breakaway ACDL, Inc., Harbinger China Dragon Intermediate Fund, L.P. and Asian Coast Development (Canada) Ltd. is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 12, 2012. (SEC File No. 001-13641). | |
Exhibit | ||
Number | Description of Exhibit | |
10.68 | Resort Management Agreement, effective August 8, 2011, between Ho Tram Project Company Limited and PNK (VN), Inc. is hereby incorporated by reference to Exhibit 10.66 to the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2011. (SEC File No. 001-13641) | |
10.69 | Debt Commitment letter, dated December 20, 2012, entered into among Pinnacle Entertainment, Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, and Goldman Sachs Lending Partners LLC is hereby incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 21, 2012. (SEC File No. 001-13641). | |
11* | Statement re: Computation of Per Share Earnings. | |
12* | Computation of Ratio of Earnings to Fixed Charges. | |
21* | Subsidiaries of Pinnacle Entertainment, Inc. | |
23.1** | Consent of Ernst & Young LLP. | |
31.1** | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | |
31.2** | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | |
32*** | Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer. | |
99.1* | Government Regulations and Gaming Issues. | |
99.2 | Form of Power of Attorney for the Designation and Appointment of a Trustee For the Purposes of Conducting Casino Gambling Operations as required by the Indiana Gaming Commission is hereby incorporated by reference to Exhibit 99.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. (SEC File No. 001-13641). | |
101** | Financial statements from Pinnacle Entertainment, Inc.'s Annual Report on Form 10-K/A for the annual period ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i)Consolidated Balance Sheets, (ii)Consolidated Statements of Operations, (iii)Consolidated Statements of Changes in Stockholders' Equity, (iv)Consolidated Statements of Cash Flows, and (v)Notes to the Consolidated Financial Statements. | |
* | Filed with the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed on March 1, 2013 (SEC File No. 001-13641) | |
** | Filed herewith | |
*** | Furnished herewith. | |
† | Management contract or compensatory plan or arrangement. |