e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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þ |
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2010
or
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o |
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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. |
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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. |
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Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office: |
Pinnacle Entertainment, Inc.
8918 Spanish Ridge Avenue
Las Vegas, Nevada 89148
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, 2010, 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 statement of Pinnacle Entertainment, Inc. on Form S-8 (File No. 333-60616) of its
report dated June 27, 2011 contained herein with respect to the annual financial statements of the
Plan as of December 31, 2010 and December 31, 2009 and for the year ended December 31, 2010 is
filed as Exhibit 23.1 to this Annual Report on Form 11-K.
2
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
Index
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4 |
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Financial Statements: |
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5 |
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6 |
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7 |
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Supplemental Schedules: |
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14 |
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All other schedules have been omitted as not applicable |
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Exhibits: |
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16 |
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Exhibit 23.1 Consent of RubinBrown LLP |
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17 |
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EX-23.1 |
3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Pinnacle Entertainment, Inc. 401(k) Investment Plan
Las Vegas, Nevada
We have audited the accompanying statement of net assets available for benefits of the Pinnacle
Entertainment, Inc. 401(k) Investment Plan (the Plan) as of December 31, 2010 and 2009 and the
related statement of changes in net assets available for benefits for
the year ended December 31, 2010. These
financial statements are the responsibility of the Plans 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 Plans 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, 2010 and 2009, and
the changes in net assets available for benefits for the year ended
December 31, 2010, in conformity with
accounting principles generally accepted in the United States of America.
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 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 U.S. Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plans 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
June 27, 2011
4
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2010 AND 2009
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2010 |
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2009 |
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Assets: |
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Participant-directed investments, at fair value |
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$ |
51,721,520 |
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$ |
46,331,977 |
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Receivables: |
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Participants loans |
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4,675,452 |
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3,889,775 |
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Employer contributions |
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22,347 |
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17,025 |
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Participants contributions |
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113,469 |
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92,281 |
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Interest, dividend and capital gains receivable |
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51,293 |
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4,811,268 |
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4,050,374 |
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56,532,788 |
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50,382,351 |
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Liabilities: |
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Excess contribution refunds |
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139,551 |
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56,532,788 |
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50,242,800 |
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Adjustment from fair value to contract value for fully
benefit-responsive investment contracts |
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(152,438 |
) |
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Net assets available for benefits |
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$ |
56,532,788 |
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$ |
50,090,362 |
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See report notes to financial statements
5
PINNACLE ENTERTAINMENT, INC. 401(k) INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2010
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2010 |
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Investment income: |
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Dividends |
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$ |
639,639 |
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Net appreciation in fair value of investments |
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6,236,442 |
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Total investment income |
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6,876,081 |
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Interest on
participants loans |
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213,907 |
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Contributions: |
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Participants contributions |
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7,842,164 |
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Employer discretionary matching contributions |
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1,503,456 |
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Participants rollover contributions |
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540,295 |
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Total contributions |
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9,885,915 |
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Total Additions |
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16,975,903 |
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Deductions: |
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Benefits paid to participants |
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9,832,007 |
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Administration and trust fees |
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162,817 |
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Deemed
distribution of participants loans |
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538,653 |
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Total deductions |
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10,533,477 |
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Net increase
in assets available for benefits |
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6,442,426 |
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Net assets available for benefits: |
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Beginning of year |
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50,090,362 |
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End of year |
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$ |
56,532,788 |
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See report notes to financial statements
6
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 Plans 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).
As described in Note 7, 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 Entertainment, Inc. (Pinnacle) and its subsidiaries that have elected to participate in
the Plan (collectively, the Employer) and who have met the Plans service eligibility
requirements. The Plan also covers certain union employees whose benefits have been the subject of
collective bargaining and who have met the Plans service eligibility requirements.
Significant Plan Amendments
Effective
November 1, 2010, the Plan was amended and restated in its entirety to transition the Plan from Prudential Bank
& Trust FSB as the Plans trustee and, together with its affiliate, Prudential Insurance Company of
America (collectively, Prudential), as the Plans third party administrator to Reliance Trust
Company (Reliance) as the Plans trustee and to Mass Mutual Life Insurance Company (Mass
Mutual) as the Plans administrator.
The Plan was amended and restated in its entirety to reflect the requirements of applicable
federal laws commonly referred to as the Economic Growth Tax Relief
Reconciliation Act of 2001 and to incorporate all prior adopted amendments and
other regulatory requirements. This restatement was effective retroactively to January 1, 2002 and
was adopted on April 27, 2010. This amendment and restatement also included the following
significant amendments: (i) the appointment of Prudential as the Plans trustee effective January
1, 2008, and (ii) the exclusion of employees who perform services for or whose services are
furnished to the Four Seasons Hotels Limited or an affiliate under
that certain Hotel Management Agreement dated October 30, 2007 by
and between Casino One Corporation and Four Seasons Hotels
Limited.
The Plan was amended effective as of January 1, 2010 to exclude bonuses from the forms of
compensation from which participants can elect to make contributions to the Plan. This amendment
was adopted on December 29, 2009.
The Plan was amended effective January 1, 2009 to allow any forfeited matching contributions
to be used to reduce any Employer contribution obligation under the Plan. This amendment was
adopted on December 10, 2009.
Eligibility An employee who is employed by the Employer in a Plan-eligible classification
and who has completed 90 days of service 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 Internal Revenue Code (the
Code) ($16,500 for the year ended December
31, 2010). 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 defined benefit or defined contribution plans.
7
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, 2010.
Employer matching contributions are discretionary. Currently, the Employer matches each
participants contribution in an amount equal to 25% of the participants pretax contributions,
disregarding the participants pre-tax contributions in excess of 5% of the participants salary
bi-weekly deferral.
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 participants account is credited with the participants
contributions and allocations of the Employers discretionary matching contributions and Plan
earnings, and each participants 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 the benefit that can be provided
from the participants vested account balance.
Vesting Participants have an immediate nonforfeitable right to their contributions plus
actual earnings thereon. Vesting in the Employers discretionary matching contributions portion of
the participants accounts is based on years of service, as defined in the following table:
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Years of Service |
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Vested Percentage |
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0 |
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0 |
% |
1 |
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20 |
% |
2 |
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40 |
% |
3 |
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60 |
% |
4 |
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80 |
% |
5 |
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100 |
% |
A participant becomes fully vested in his or her Employer discretionary matching contributions
plus actual earnings thereon on his or her death, disability, or reaching age 65.
Forfeitures Forfeitures may be used to reduce Employer discretionary matching contributions
and cover administrative expenses. At December 31, 2010, forfeitures of $165,990 were available to
reduce future Employer discretionary matching contributions.
Participant Loans 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
participants vested account balance and bear interest at prevailing rates on the date of the loan.
Interest rates range from 4.25% to 9.25% on loans outstanding at December 31, 2010 and 2009.
Payment of Benefits On termination of service, a participant may elect to receive distribution of the value of the participants vested interest in his or her Plan account
in the form of a lump sum payment, partial lump sum payments or installments.
Terminated participants are required to begin receiving distribution of their vested account no
later than April 1 following the year in which they attain age 701/2.
8
The Plan also provides for in-service hardship withdrawals from a participants account for
immediate financial needs, as defined in the Plan document, subject to certain limitations. Upon
attaining age 591/2, 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 701/2 is required to begin taking a partial withdrawal of his or her vested account in
accordance with Plan provisions and Code Section 401(a)(9). 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, at its discretion.
Trust and Recordkeeping Services During the year ended December 31, 2010, Prudential
provided record-keeping administrative services, custodial, and
trustee services for Plan, until October 31, 2010.
Effective November 1, 2010, MassMutual became the
successor custodian and record keeper for the Plan. Reliance Trust Company is the successor
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.
As described in authoritative guidance, 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 Statement of Net Assets Available for Benefits
presents the fair value of the investment contracts as well as the adjustment of the fully
benefit-responsive investment contracts 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 Mutual funds and common stock are reported at
fair value based on quoted market prices. Investments are valued on a daily basis. The MassMutual
Diversified-Separate Account Guaranteed Investment Contract, a stable value fund is valued at
contract value. The UBOC Stable Value A Fund, a common collective trust, is stated at contract value.
Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
In 2010, the Plan adopted a recently issued accounting standard that requires participant
loans to be classified as a Plan receivable and measured at their respective unpaid balances plus accrued but unpaid
interest thereon. Previously, these participant loans were classified as Plan investments, and were subject
to the fair value measurement and disclosure requirements as described in Note 3. This guidance was
applied retroactively in 2009 and this standard had no impact on the Plans net assets available
for benefits.
Estimates The preparation of the Plans financial statements in conformity with accounting
principles generally accepted in the United States 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.
9
NOTE 3. FAIR VALUE MEASUREMENTS
The Plan follows authoritative guidance which defines fair value 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. It also establishes a framework for measuring fair value and
expands disclosures about fair value measurements. The fair value framework requires the
categorization of assets and liabilities into three levels based upon assumptions (inputs) used to
price the assets and liabilities. Level 1 provides the most reliable measure of fair value,
whereas Level 3 generally requires significant management judgment. The three levels are defined
as follows:
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Level 1: Quoted market prices in active markets for identical assets or
liabilities. |
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Level 2: Observable market-based inputs or unobservable inputs that are
corroborated by market data. |
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Level 3: Unobservable inputs that are not corroborated by market data. |
As of December 31, 2010, Plan investments that are measured at fair value on a recurring basis
are as follows:
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Balance |
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Level 1 |
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Level 2 |
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Level 3 |
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Investments: |
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Mutual funds: |
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Asset allocation/ lifecycle |
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$ |
11,794,912 |
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$ |
11,794,912 |
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$ |
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|
|
$ |
|
|
Growth funds |
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|
7,626,217 |
|
|
|
7,626,217 |
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|
|
|
|
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Equity investment large cap |
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|
7,471,785 |
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|
|
7,471,785 |
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|
|
|
|
|
|
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Intermediate term bond funds |
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|
4,438,997 |
|
|
|
4,438,997 |
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|
|
|
|
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International equity funds |
|
|
3,308,231 |
|
|
|
3,308,231 |
|
|
|
|
|
|
|
|
|
Equity investment small cap |
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|
2,744,937 |
|
|
|
2,744,937 |
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|
|
|
|
|
|
|
|
Multi cap core |
|
|
1,722,906 |
|
|
|
1,722,906 |
|
|
|
|
|
|
|
|
|
Equity investment mid cap |
|
|
402,766 |
|
|
|
402,766 |
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|
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|
|
|
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|
|
|
|
|
|
|
|
|
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Total mutual funds |
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$ |
39,510,751 |
|
|
$ |
39,510,751 |
|
|
$ |
|
|
|
$ |
|
|
Stable value interest fund |
|
|
7,342,421 |
|
|
|
|
|
|
|
7,342,421 |
|
|
|
|
|
Pinnacle common stock |
|
|
4,868,317 |
|
|
|
4,868,317 |
|
|
|
|
|
|
|
|
|
Other |
|
|
31 |
|
|
|
|
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
$ |
51,721,520 |
|
|
$ |
44,379,068 |
|
|
$ |
7,342,452 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, 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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balanced-Specialty |
|
$ |
9,684,602 |
|
|
$ |
9,684,602 |
|
|
$ |
|
|
|
$ |
|
|
Equity investment large cap |
|
|
7,421,069 |
|
|
|
7,421,069 |
|
|
|
|
|
|
|
|
|
Fixed income |
|
|
7,186,766 |
|
|
|
7,186,766 |
|
|
|
|
|
|
|
|
|
Growth funds |
|
|
4,809,931 |
|
|
|
4,809,931 |
|
|
|
|
|
|
|
|
|
International equity funds |
|
|
3,711,330 |
|
|
|
3,711,330 |
|
|
|
|
|
|
|
|
|
Equity investment small cap |
|
|
3,644,729 |
|
|
|
3,644,729 |
|
|
|
|
|
|
|
|
|
Equity investment mid cap |
|
|
1,388,725 |
|
|
|
1,388,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
$ |
37,847,152 |
|
|
$ |
37,847,152 |
|
|
$ |
|
|
|
$ |
|
|
Common collective interest fund |
|
|
5,472,856 |
|
|
|
|
|
|
|
5,472,856 |
|
|
|
|
|
Pinnacle common stock |
|
|
3,011,966 |
|
|
|
3,011,966 |
|
|
|
|
|
|
|
|
|
Other |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
$ |
46,331,977 |
|
|
$ |
40,859,118 |
|
|
$ |
5,472,859 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
NOTE 4. INVESTMENTS
The following presents investments that represent five percent or more of the Plans net
assets available for benefits at December 31, 2010 and 2009, respectively.
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
MassMutual Diversified SAGIC |
|
$ |
7,342,421 |
|
American Funds Growth Fund America |
|
|
5,199,005 |
|
Selected Focus Value Fund |
|
|
4,912,384 |
|
Pinnacle Common Stock |
|
|
4,868,317 |
|
PIMCO Real Return Fund |
|
|
4,438,997 |
|
T. Rowe Price Retirement 2040 Fund |
|
|
3,615,280 |
|
American Funds EuroPacific Growth Fund |
|
|
3,277,402 |
|
T. Rowe Price Retirement 2020 Fund |
|
|
2,792,535 |
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
UBOC Stable Value A Fund |
|
$ |
5,472,856 |
|
Davis New York Venture Fund |
|
|
5,173,154 |
|
Fidelity Advisor Equity Growth Fund |
|
|
4,809,931 |
|
PIMCO Real Return Bond A Fund |
|
|
4,051,769 |
|
High Mark Diversified Money Market |
|
|
3,134,997 |
|
MFS Research International Fund |
|
|
3,711,330 |
|
Pinnacle Common Stock |
|
|
3,011,966 |
|
Blackrock Life-path Retirement Fund |
|
|
2,789,917 |
|
During 2010, Plan investments appreciated in fair value as follows:
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
Mutual funds |
|
$ |
6,294,549 |
|
Pinnacle common stock |
|
|
19,611 |
|
Other (loss) |
|
|
(77,718 |
) |
|
|
|
|
|
|
$ |
6,236,442 |
|
|
|
|
|
NOTE 5. INVESTMENT CONTRACTS
MassMutual Diversified SAGIC
On November 1, 2010, the Plan entered into a benefit-responsive investment contract with the
MassMutual Diversified Separate Guaranteed Investment Contract (the SAGIC Fund). The SAGIC Fund
maintains the contributions in a general account. The 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 the
SAGIC Fund. Contract value represents contributions made under the contract, plus earnings, less
participant withdrawals and administrative expenses. 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 Fund 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 Fund. Contract value, as reported to the Plan by the SAGIC Fund,
approximates fair value and represents contributions
made under the contract, plus earnings, less participant withdrawals and administrative
expenses.
11
There are no reserves against contract value for credit risk of the contract issuer or
otherwise. The average crediting interest rate is set quarterly and is calculated by dividing the
annual interest credited to the participants during the plan year by the average annual fair value
of the investment. The SAGIC Fund does not allow the crediting interest rate below zero percent.
The average crediting interest rate and average yield at December 31, 2010 was 2.9%.
Certain events limit the ability of the Plan to transact at contract value with the issuer.
Such events include the following: (1) amendments to the Plan documents (including complete or
partial Plan termination or merger with another plan), (2) changes to the Plans prohibition on
competing investment options or deletion of equity wash provisions, (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 Plan, or (4) the failure of the trust to qualify for
exemption from federal income taxes or any required prohibited transaction exemption under ERISA.
The Plan administrator does not believe that any events which would limit the Plans ability to
transact at contract value with participants are probable of occurring.
The SAGIC Fund does not permit the insurance company to terminate the agreement unless the
Plan is not in compliance with the investment agreement.
UBOC Stable Value A Fund
The Plan invests in a benefit-responsive investment contract with UBOC in relation to the UBOC
Stable Value A Fund. The account is credited with earnings on the underlying investments and charged
for participant withdrawals and administrative expenses. 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 guaranteed investment contract is fully
benefit-responsive, contract value is the relevant measure attribute for that portion of the net
assets available for benefits attributable to the guaranteed investment contract. Contract value,
as reported to the Plan by Prudential, represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses. Participants may ordinarily
direct the withdrawal or transfer of all or a portion of their investments at contract value.
There are no allowances necessary against contract value for credit risk of the contract
issuer or otherwise. The crediting interest rate is based on a formula agreed upon with the issuer.
Such interest rates are reviewed on a quarterly basis for resetting.
Certain events would limit the ability of the Plan to transact at contract value with the
issuer, including the following: (1) amendments to the Plan documents (including complete or
partial plan termination or merger with another plan); (2) changes to the Plans prohibition of
competing investment options or deletion of equity wash provisions; (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 Plan; or (4) the failure of the trust to qualify for
exemption from federal income taxes or any required prohibited transaction exemption under ERISA.
The Plan Administrators do not believe that the occurrence of any such value event, which would
limit the Plans ability to transact at contract value with participants, is probable.
The guaranteed investment contract does not permit the agreement to be terminated prior to the
scheduled maturity.
|
|
|
|
|
Average yields: |
|
2009 |
|
Based on actual earnings |
|
|
3.88 |
% |
Based on interest rate credited to participants |
|
|
3.66 |
% |
12
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. In the event of Plan termination,
participants would become 100 percent vested in all Employer contributions allocated to their Plan
accounts.
NOTE 7. TAX STATUS
Prior
to the adoption of the prototype plan sponsored by massmutual in
November 2010, the Plan was a prototype plan sponsored by prudential that is the subject of a favorable opinion letter from the
Internal Revenue Service (IRS) dated April 29, 2002,
and the Plan Administrators believe 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 Employee Plan 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.
In
November 2010, Pinnacle adopted the prototype plan sponsored by MassMutual, which is the
subject of a favorable opinion letter from the IRS dated May 11, 2009.
Accounting principles generally accepted in the United States of America require 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 IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there
are currently no audits for any tax periods in progress. The Plans federal tax returns for tax
years 2007 and later remain subject to examination by taxing authorities.
NOTE 8. TRANSACTIONS WITH RELATED PARTIES
Certain Plan investments are shares of Pinnacle common stock and a stable value fund managed
by MassMutual. As of December 31, 2010, Pinnacle is the Plan sponsor, and MassMutual is 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 FORM 5500
The following is a reconciliation of net assets available for benefits per the financial
statements to Form 5500 as of December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Net assets available for benefits per financial statements |
|
$ |
56,532,788 |
|
|
$ |
50,090,362 |
|
Adjustment from contract value to fair value for
fully-benefit responsive investment contracts |
|
|
|
|
|
|
152,438 |
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
56,532,788 |
|
|
$ |
50,242,800 |
|
|
|
|
|
|
|
|
The following is a reconciliation of investment income per the financial statements to Form
5500 for the year ended December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Total investment income per financial statements |
|
$ |
6,876,081 |
|
|
$ |
7,866,426 |
|
Adjustment from contract value to fair value
for fully-benefit responsive investment
contracts |
|
|
(152,438 |
) |
|
|
156,902 |
|
|
|
|
|
|
|
|
Total investment income per Form 5500 |
|
$ |
6,723,643 |
|
|
$ |
8,023,328 |
|
|
|
|
|
|
|
|
13
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, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Description of investment |
|
|
|
|
|
|
|
including maturity date, rate |
|
|
|
|
|
|
|
of interest, collateral, par, or |
|
|
|
(a) |
|
(b) Identity of issue, borrower, lessor, or similar party |
|
maturity value |
|
(e) Current Value |
|
* |
|
MassMutual Diversified SAGIC |
|
Stable Value interest fund |
|
$ |
7,342,422 |
|
|
|
American Funds Growth Fund of America |
|
Mutual Fund |
|
|
5,199,005 |
|
|
|
Selected Focus Value Fund |
|
Mutual Fund |
|
|
4,912,384 |
|
* |
|
Pinnacle Entertainment, Inc. Common Stock |
|
Common Stock, 332,794 |
|
|
4,868,317 |
|
|
|
Participant Loans |
|
Interest at 4.25% to 9.25%, due through 2040 |
|
|
4,675,452 |
|
|
|
PIMCO Real Return Fund |
|
Mutual Fund |
|
|
4,438,997 |
|
|
|
T. Rowe Price Retirement 2040 Fund |
|
Mutual Fund |
|
|
3,615,280 |
|
|
|
American Funds EuroPacific Growth Fund |
|
Mutual Fund |
|
|
3,277,402 |
|
|
|
T. Rowe Price Retirement 2020 Fund |
|
Mutual Fund |
|
|
2,792,535 |
|
|
|
T. Rowe Price Retirement Fund |
|
Mutual Fund |
|
|
2,691,247 |
|
|
|
T. Rowe Price Retirement 2030 Fund |
|
Mutual Fund |
|
|
2,648,442 |
|
|
|
Allianz NFJ Small Value Fund |
|
Mutual Fund |
|
|
2,454,981 |
|
|
|
Select Fundamental Value Fund |
|
Mutual Fund |
|
|
2,396,305 |
|
|
|
T. Rowe Price New Horizon Fund |
|
Mutual Fund |
|
|
2,147,461 |
|
|
|
Invesco Endeavor Fund |
|
Mutual Fund |
|
|
1,722,906 |
|
|
|
Vanguard Small Cap Index Fund |
|
Mutual Fund |
|
|
268,827 |
|
|
|
Vanguard Extended Market Index Fund |
|
Mutual Fund |
|
|
218,908 |
|
|
|
Vanguard Mid-Cap Index Fund |
|
Mutual Fund |
|
|
183,858 |
|
|
|
Vanguard Small Cap Growth Index Fund |
|
Mutual Fund |
|
|
167,296 |
|
|
|
Vanguard 500 Index Fund |
|
Mutual Fund |
|
|
139,322 |
|
|
|
Vanguard Growth Index Fund |
|
Mutual Fund |
|
|
112,455 |
|
|
|
American Beacon International Index |
|
Mutual Fund |
|
|
30,828 |
|
|
|
T. Rowe Price Retirement 2055 fund |
|
Mutual Fund |
|
|
27,074 |
|
|
|
Vanguard Value Index Fund |
|
Mutual Fund |
|
|
23,774 |
|
|
|
Vanguard Small Cap Value Index Fund |
|
Mutual Fund |
|
|
21,129 |
|
|
|
T. Rowe Price Retirement 2025 Fund |
|
Mutual Fund |
|
|
6,911 |
|
|
|
T. Rowe Price Retirement 2010 Fund |
|
Mutual Fund |
|
|
4,575 |
|
|
|
T. Rowe Price Retirement 2050 Fund |
|
Mutual Fund |
|
|
3,520 |
|
|
|
T. Rowe Price Retirement 2045 Fund |
|
Mutual Fund |
|
|
2,191 |
|
|
|
T. Rowe Price Retirement 2015 Fund |
|
Mutual Fund |
|
|
1,703 |
|
|
|
T. Rowe Price Retirement 2035 Fund |
|
Mutual Fund |
|
|
1,306 |
|
|
|
T. Rowe Price Retirement Fund |
|
Mutual Fund |
|
|
128 |
|
|
|
Miscellaneous |
|
Holding account |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56,396,972 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Identifies a party-in-interest to the Plan. |
See report letter
14
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.
|
|
|
|
|
|
PINNACLE ENTERTAINMENT, INC. 401(K) INVESTMENT PLAN
|
Dated: June 27, 2011 |
By: |
/s/ Carlos A. Ruisanchez
|
|
|
|
Carlos Ruisanchez |
|
|
|
Plan Administrator
Pinnacle Entertainment, Inc.
Executive Vice President and
Chief Financial Officer |
|
|
|
|
Dated: June 27, 2011 |
By: |
/s/
Daniel Boudreaux
|
|
|
|
Daniel Boudreaux |
|
|
|
Plan Administrator
Pinnacle Entertainment, Inc.
Senior Vice President and Chief Accounting Officer |
|
|
15
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
23.1 |
|
|
Consent of RubinBrown LLP, Independent Registered Public Accounting Firm |
16