PNK 12.31.2013 11K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 11-K
______________________
(Mark one)
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x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-13641
____________________________
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
PINNACLE ENTERTAINMENT, INC.
3980 Howard Hughes Parkway
Las Vegas, Nevada 89169
Required Information
The Pinnacle Entertainment, Inc. 401(k) Investment Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Therefore, in lieu of the requirements of Items 1 through 3 of Annual Report on Form 11-K, the financial statements and the supplemental schedule of the Plan for the fiscal year ended December 31, 2013, which have been prepared in accordance with the financial reporting requirements of ERISA, are filed herewith.
The written consent of RubinBrown LLP, consenting to the incorporation by reference in the Registration Statements Nos. 333-60616 and 333-181495 on Form S-8 of Pinnacle Entertainment, Inc. of its report dated July 15, 2014 contained herein with respect to the annual financial statements of the Plan as of December 31, 2013 and December 31, 2012 and for the year ended December 31, 2013 is filed as Exhibit 23.1 to this Annual Report on Form 11-K.
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
TABLE OF CONTENTS
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All other schedules have been omitted as not applicable | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee
Pinnacle Entertainment, Inc. 401(k) Investment Plan
Las Vegas, Nevada
We have audited the accompanying statements of net assets available for benefits of the Pinnacle Entertainment, Inc. 401(k) Investment Plan (the Plan) as of December 31, 2013 and 2012 and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
/s/ RubinBrown LLP
St. Louis, Missouri
July 15, 2014
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
|
| | | | | | | |
| December 31, |
| 2013 | | 2012 |
Assets: | | | |
Participant-directed investments, at fair value | $ | 73,131,313 |
| | $ | 56,975,489 |
|
Receivables: | |
| | |
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Notes receivable from participants | 5,819,412 |
| | 5,015,026 |
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Employer contributions | 41,079 |
| | 42,223 |
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Participant contributions | 315,376 |
| | 233,374 |
|
| 6,175,867 |
| | 5,290,623 |
|
Total Assets | 79,307,180 |
| | 62,266,112 |
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Liabilities: | | | |
Excess contributions payable | 200,288 |
| | — |
|
Net assets available for benefits reflecting investments at fair value
| 79,106,892 |
| | 62,266,112 |
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | — |
| | (364,147 | ) |
| | | |
Net assets available for benefits | $ | 79,106,892 |
| | $ | 61,901,965 |
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See notes to financial statements.
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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| | | |
| For the year ended |
| December 31, 2013 |
Additions: | |
Investment income: | |
Interest and dividends | $ | 2,443,441 |
|
Net appreciation in fair value of investments | 12,248,025 |
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Total investment income | 14,691,466 |
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Interest on notes receivable from participants | 216,408 |
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Contributions: | |
Participant contributions | 8,530,202 |
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Employer discretionary matching contributions | 1,768,347 |
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Participant rollover contributions | 664,485 |
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Total contributions | 10,963,034 |
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Total additions | 25,870,908 |
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Deductions: | |
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Benefits paid to participants | 8,749,501 |
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Administration and trust fees | 649,086 |
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Total deductions | 9,398,587 |
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Net increase in assets available for benefits | 16,472,321 |
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Plan transfer in | 732,606 |
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Net assets available for benefits: | |
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Beginning of year | 61,901,965 |
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End of year | $ | 79,106,892 |
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See notes to financial statements.
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. PLAN DESCRIPTION
The following description of the Pinnacle Entertainment, Inc. 401(k) Investment Plan (the “Plan”) provides only general information. Participants and other interested parties should refer to the Plan document for a more complete description of the Plan's provisions.
General: The Plan is a defined contribution plan with a cash or deferred arrangement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The description of the Plan included in this Form 11-K is as of December 31, 2013 and is the prototype plan sponsored by Massachusetts Mutual Life Insurance Company ("Mass Mutual"). Effective January 1, 2014, Pinnacle Entertainment, Inc. (“Pinnacle” or "the Company") adopted the protype plan sponsored by Wells Fargo, N.A.
During the year ended December 31, 2013, Mass Mutual provided record-keeping, administrative, and custodial services. State Street Bank and Trust Company also provided custodial services and Reliance Trust Company is the trustee of the Plan. Beginning on January 1, 2014, Wells Fargo began providing record-keeping, administrative and custodial services, and became the Trustee of the Plan.
As a result of the changes in the Plan sponsor's record-keeping, administrative, and custodial service provider a blackout period was imposed on participants under the Plan (the "Blackout Period"). During the Blackout Period, all participants under the Plan were prevented from engaging in certain account transactions such as directing or diversifying investments in individual accounts, obtaining a loan, making a withdrawal or obtaining a distribution from the Plan. The Blackout Period began on December 26, 2013 and ended on January 17, 2014.
In August 2013, Pinnacle acquired Ameristar Casinos Inc. ("Ameristar") pursuant to an agreement and plan of merger. In connection with this acquisition, the Ameristar 401(k) plan was merged into the Plan with all of its assets transferring into the Plan on January 1, 2014.
In January 2013 Pinnacle entered into a management contract with Retama Development Corporation to manage the day-to-day operations of Retama Park Racetrack. During 2013, the Retama Park Racetrack 401(k) plan was merged into the Plan including assets totaling $732,606 were transferred into the Plan.
As described in Note 7, Tax Status, Pinnacle intends for the Plan to be tax-qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Benefits under the Plan are not insured by the Pension Benefit Guaranty Corporation.
The Plan covers individuals who are employed in non-union employment classifications by Pinnacle and its subsidiaries (collectively, the "Employer") that have elected to participate in the Plan and who have met the Plan's service eligibility requirements. The Plan also covers certain union employees whose benefits have been the subject of collective bargaining or whose inclusion is required by an acquisition agreement.
Eligibility: An employee who is employed by the Employer in a Plan-eligible classification and who either has completed 90 days of service or satisfies the requirements under the terms of an applicable collective bargaining agreement is eligible to participate in the Plan. Certain employees are not eligible to participate in the Plan.
Contributions: Each year, participants may contribute up to 100% of pre-tax annual compensation subject to a statutory dollar limit, as defined in the Code, which was $17,500 for the year ended December 31, 2013. Upon reaching participation eligibility for the first time, a participant is automatically enrolled in the Plan at a contribution level of 2% of his or her pre-tax compensation, unless he or she elects a different level of contribution or elects not to be enrolled. Participants also may contribute amounts representing rollover distributions from other qualified retirement plans or individual retirement plans.
The Plan permits participants who have reached age 50 to make additional catch-up contributions up to certain annual maximum amounts established by the Code. The maximum catch-up contribution was $5,500 for the year ended December 31, 2013.
Employer matching contributions are discretionary. Currently, the Employer matches each participant's contribution in an amount equal to 25% of the participant's pre-tax contributions up to 5% of the participant's salary. Catch up contributions are not eligible for matching contributions.
Participants direct the investment of their contributions and their share of the Employer discretionary matching contributions into various investment options offered by the Plan, including Pinnacle common stock. Each participant receives voting rights on any shares of Pinnacle common stock held in his or her Plan account.
Participant Accounts: Each participant's account is credited with the participant's contributions and allocations of the Employer's discretionary matching contributions and Plan earnings, and each participant's account is charged with any withdrawals or distributions requested by the participant, investment losses and allocation of administrative expenses, if applicable. Allocations, if any, would be based on participant earnings or account balances, as defined in the Plan document. The benefit to which a participant is entitled is based solely on the participant's vested account balance.
Vesting: Participants have an immediate nonforfeitable right to their elective deferral and rollover contributions plus actual earnings thereon. Vesting in the Employer's discretionary matching contribution portion of the participant's account is based on years of service, as defined in the following table:
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| | |
Years of Service | | Vested Percentage |
0 | | —% |
1 | | 20% |
2 | | 40% |
3 | | 60% |
4 | | 80% |
5 | | 100% |
Notwithstanding the vesting table above, a participant becomes fully vested in his or her Employer discretionary matching contributions plus actual earnings thereon upon his or her death, disability, or reaching age 65.
Forfeitures: Forfeitures may be used to reduce Employer discretionary matching contributions or cover administrative expenses. At December 31, 2013, forfeitures of $278,307 were available to reduce future Employer discretionary matching contributions.
Notes Receivable From Participants: Participants may borrow from their accounts up to a maximum of the lesser of 50% of their vested account balance or $50,000 less the highest outstanding loan balance, if any, during the prior year. Loans must be repaid within five years, with the exception of real estate loans, which may be repaid within 30 years. Participant loans are secured by the participant's vested account balance and bear interest at prevailing rates on the date of the loan. Interest rates range from 3.25% to 9.25% on loans outstanding at December 31, 2013.
Payment of Benefits: Upon termination of service, a participant may elect to receive distributions of the value of the participant's vested interest in his or her Plan account in the form of lump sum payment, partial lump sum payments or installments. A terminated participant with a vested Plan account of more than $5,000 may leave his or her vested Plan account in the Plan after termination but is required to begin receiving distribution of the vested Plan account no later than April 1 following the year in which the individual attains age 70½.
The Plan also provides for in-service hardship withdrawals from a participant's account for immediate financial needs, as defined in the Plan document, subject to certain limitations. Upon attaining age 59½, a participant may elect to receive an in-service withdrawal of all or a portion of his or her elective deferrals and vested matching contributions. Any participant who is a 5% or greater owner of the Employer and who is age 70½ is required to begin taking a partial withdrawal of his or her vested account in accordance with Plan provisions and the Code. Participants with rollover balances may take a distribution from their rollover account at any time in accordance with the Plan provisions.
Administrative Expenses: Plan participants pay substantially all administrative expenses of the Plan, except for any fees associated with Plan amendments, insufficient funds, and participant address searches. In addition, certain administrative expenses incidental to the administration of the Plan, including fees of the independent registered public accountants, may be paid by the Plan or by the Employer.
Trust and Recordkeeping Services: During the year ended December 31, 2013, Mass Mutual provided record-keeping, administrative, and custodial services. State Street Bank and Trust Company also provided custodial services and Reliance Trust Company was the trustee of the Plan. Beginning on January 1, 2014, Wells Fargo began providing record-keeping, administrative and custodial services, and became the Trustee of the Plan.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), except for benefits paid to participants, which are recorded when paid.
Investment contracts held by a defined contribution plan are required to be reported at fair value (see Note 3). However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statements of Net Assets Available for Benefits present the fair value of the investment contract as well as the adjustment of the fully benefit-responsive investment contract from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Investment Valuation and Income Recognition: Investments are reported at fair value. See Note 3 for discussion of fair value measurements. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Pinnacle Common Stock Fund: The Pinnacle common stock fund is designed to invest primarily in shares of common stock of the Company and is intended to constitute an employee stock ownership plan within the meaning of Code section 4975(e)(7). This fund also maintains some cash. Participants may elect to invest in the Pinnacle common stock fund at any time and from time to time.
Money Market Fund: The money market fund sells shares at a price equal to their net asset value ("NAV") and is valued at amortized cost, which approximates current market value. It is the intention of the money market fund to maintain a stable NAV per share of $1.00, although this cannot be assured. The fund has authorized broker-dealers to receive purchase orders on their behalf.
Notes Receivable From Participants: Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan document.
Excess Contributions Payable: Amounts payable to participants for contributions in excess of amounts allowed by the Internal Revenue Service ("IRS") are recorded as a liability with a corresponding reduction to contributions.
Estimates: The preparation of the Plan's financial statements in conformity with US GAAP requires the Plan Administrator to make estimates and assumptions that affect the reported amounts. Actual results may differ from those estimates.
Concentration of Risk: The Plan has exposure to risk to the extent that its investments are subject to market fluctuations, inflation fluctuations, and interest rate fluctuations that may materially affect the value of the investment balances.
NOTE 3. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and is measured according to a hierarchy that includes: "Level 1" inputs, such as quote prices in an active market for identical assets or liabilities; "Level 2" inputs, which are observable inputs for similar assets; or "Level 3" inputs, which are unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013 or 2012.
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• | Mutual funds: Valued at the quoted net asset value of shares held by the Plan at year end. |
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• | Money market fund: Valued at amortized cost, which approximates current market value. |
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• | Guaranteed investment contract: Valued at fair value based on the value of the underlying investments, which consist primarily of fixed income securities. |
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• | Pinnacle common stock fund: The Pinnacle common stock fund is valued at the NAV of shares held by the Plan at year-end. The NAV is determined by dividing the net assets of Pinnacle common stock fund by the number of units outstanding on the day of valuation. The Pinnacle common stock fund is comprised of shares of common stock of Pinnacle that are traded on an active market and cash. |
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although the Plan Administrators believe its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments may result in a different fair value measurement at the reporting date.
As of December 31, 2013, Plan investments that are measured at fair value on a recurring basis are as follows:
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| | | | | | | | | | | | | | | |
| Balance | | Level 1 | | Level 2 | | Level 3 |
Investments: | | | | | | | |
Guaranteed investment contract | $ | 7,031 |
| | $ | — |
| | $ | 7,031 |
| | $ | — |
|
Pinnacle Entertainment, Inc. common stock fund | 8,750,979 |
| | — |
| | 8,750,979 |
| | — |
|
Money market fund | 64,373,303 |
| | — |
| | 64,373,303 |
| | — |
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Total investments at fair value | $ | 73,131,313 |
| | $ | — |
| | $ | 73,131,313 |
| | $ | — |
|
As of December 31, 2012, Plan investments that are measured at fair value on a recurring basis are as follows:
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| | | | | | | | | | | | | | | |
| Balance | | Level 1 | | Level 2 | | Level 3 |
Investments: | | | | | | | |
Mutual funds: | | | | | | | |
Asset allocation/ lifecycle funds | $ | 16,255,878 |
| | $ | 16,255,878 |
| | $ | — |
| | $ | — |
|
Growth funds | 7,923,429 |
| | 7,923,429 |
| | — |
| | — |
|
Equity investment - large cap funds | 2,911,512 |
| | 2,911,512 |
| | — |
| | — |
|
Intermediate term bond funds | 4,055,445 |
| | 4,055,445 |
| | — |
| | — |
|
International equity funds | 2,962,287 |
| | 2,962,287 |
| | — |
| | — |
|
Equity investment - small cap funds | 6,639,685 |
| | 6,639,685 |
| | — |
| | — |
|
Multi cap core fund | 1,761,823 |
| | 1,761,823 |
| | — |
| | — |
|
Equity investment - mid cap funds | 503,613 |
| | 503,613 |
| | — |
| | — |
|
Total mutual funds | 43,013,672 |
| | 43,013,672 |
| | — |
| | — |
|
Guaranteed investment contract | 8,279,266 |
| | — |
| | 8,279,266 |
| | — |
|
Pinnacle Entertainment, Inc. common stock fund | 5,682,310 |
| | — |
| | 5,682,310 |
| | — |
|
Other | 241 |
| | — |
| | 241 |
| | — |
|
Total investments at fair value | $ | 56,975,489 |
| | $ | 43,013,672 |
| | $ | 13,961,817 |
| | $ | — |
|
NOTE 4. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's net assets available for benefits at December 31, 2013 and 2012: |
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| December 31, 2013 |
Pinnacle Entertainment, Inc. Common Stock Fund | $ | 8,750,979 |
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Money Market Fund | 64,373,303 |
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| | | |
| December 31, 2012 |
MassMutual Diversified SAGIC | $ | 8,279,266 |
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Pinnacle Entertainment, Inc. Common Stock | 5,682,310 |
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T. Rowe Price Retirement 2040 Fund | 4,978,380 |
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JPM Large Cap | 4,649,181 |
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Selected Focus Value Fund | 4,310,371 |
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PIMCO Real Return Fund | 3,733,825 |
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T. Rowe Price Retirement 2030 Fund | 3,744,392 |
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T. Rowe Price Retirement 2020 Fund | 3,211,592 |
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During 2013, Plan investments appreciated in fair value as follows:
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| | | |
| December 31, 2013 |
Pinnacle Entertainment, Inc. Common Stock Fund | $ | 3,421,612 |
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Mutual Funds | 8,826,413 |
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| $ | 12,248,025 |
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NOTE 5. INVESTMENT CONTRACTS
The Plan entered into a benefit-responsive investment contract with Mass Mutual through the Mass Mutual Diversified Separate Account Guaranteed Investment Contract (the “SAGIC”). Mass Mutual maintains the contributions in a separate account. The separate account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported to the Plan by Mass Mutual. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
As described in Note 2, because the SAGIC is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the SAGIC. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average crediting interest rate is set quarterly. Contract value, as reported to the Plan by Mass Mutual, approximates fair value and represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include the following:
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(1) | amendments to the Plan documents (including complete or partial Plan termination or merger with another plan); |
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(2) | changes to the Plan's prohibition on competing investment options; |
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(3) | bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary); that cause a significant withdrawal from the Plans; or |
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(4) | the failure of the trust to qualify for exemption from federal income taxes. |
The Plan Administrators do not believe that any events which would limit the Plan's ability to transact at contract value with participants are probable of occurring.
NOTE 6. PLAN TERMINATION
The Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the Code. In the event of Plan termination, participants would become 100% vested in all Employer contributions allocated to their Plan accounts.
NOTE 7. TAX STATUS
Pinnacle adopted the prototype plan sponsored by Mass Mutual, which is the subject of a favorable opinion letter from the IRS dated May 11, 2009. The Plan Administrator believes the Plan has been operated in accordance with the applicable provisions of the Code. The Employer routinely self-reviews the administration of the Plan and self-corrects any compliance issues in accordance with the Internal Revenue Service's Employee Plans Compliance Resolution System. The prototype plan has been amended since the latest opinion letter date; however, the Plan Administrators believe that the Plan and related trust are designed in accordance with applicable sections of the Code and, accordingly, are exempt from income taxes.
US GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan's federal tax returns for tax years 2010 and later remain subject to examination by taxing authorities.
NOTE 8. TRANSACTIONS WITH RELATED PARTIES
Certain Plan investments are shares of Pinnacle common stock, a money market account and a guaranteed investment contract managed by Mass Mutual. As of December 31, 2013 and 2012, Pinnacle is the Plan sponsor, and Mass Mutual was the custodian and record-keeper as defined in the Plan document and, therefore, these transactions qualify as allowable party-in-interest transactions.
NOTE 9 - RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2013 and 2012 |
| | | | | | | |
| December 31, |
| 2013 | | 2012 |
Net assets available for benefits per the financial statements | $ | 79,106,892 |
| | $ | 61,901,965 |
|
| | | |
Receivables | — |
| | (275,597 | ) |
Excess contributions payable | 200,288 |
| | — |
|
Net assets available for benefits per the Form 5500 | $ | 79,307,180 |
| | $ | 61,626,368 |
|
The following is a reconciliation of change in net assets available for benefits per the financial statements to the Form 5500 for the year ended December 31, 2013:
|
| | | |
| December 31, |
| 2013 |
Net increase in assets available for benefits per the financial statements | $ | 16,472,321 |
|
Excess contributions payable | 200,288 |
|
Receivables, prior year | 275,597 |
|
Increase in net assets available for benefits per the Form 5500 | $ | 16,948,206 |
|
Supplemental Schedule
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON SUPPLEMENTARY INFORMATION
Administrative Committee
Pinnacle Entertainment, Inc. 401(k) Investment Plan
Las Vegas, Nevada
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2013 is presented for purposes of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ RubinBrown LLP
St. Louis, Missouri
July 15, 2014
SUPPLEMENTAL SCHEDULE:
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
EIN # 95-3667491 Plan #003
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2013
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| | | | | | | | |
(a) | | (b) Identity of issue, borrower, lessor, or similar party | | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | (e) Current Value |
* | | MassMutual | | Guaranteed Investment Contract | | $ | 7,031 |
|
* | | Pinnacle Entertainment, Inc. Common Stock Fund | | Outside Fund | | 8,750,979 |
|
* | | MassMutual Premier | | Money Market Fund | | 64,373,303 |
|
| | | | | | 73,131,313 |
|
* | | Participant Loans | | Interest at 3.25% to 9.25%, due through November 2041 | | 5,819,412 |
|
| | | | | | $ | 78,950,725 |
|
| |
* | Identifies a party-in-interest to the Plan. |
Column (d) has been omitted as historical cost is not required as all investments are participant-directed.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | |
| | PINNACLE ENTERTAINMENT, INC. 401(K) INVESTMENT PLAN |
| | | |
Dated: | July 15, 2014 | By: | /s/ Carlos A. Ruisanchez |
| | | Carlos A. Ruisanchez |
| | | Plan Administrator |
| | | Pinnacle Entertainment, Inc. President and Chief Financial Officer |
| | | |
Dated: | July 15, 2014 | By: | /s/ Christina J. Donelson |
| | | Christina J. Donelson |
| | | Plan Administrator |
| | | Pinnacle Entertainment, Inc. Senior Vice President of Human Resources |
EXHIBIT INDEX
|
| | |
Exhibit Number | | Description |
23.1 | | Consent of RubinBrown LLP, Independent Registered Public Accounting Firm |