Tropicana Las Vegas Hotel & Casino 10-Q 2013 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

or

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

For the transition period from           to         

Commission File Number: 000-53894

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-0455607
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3801 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(Address of principal executive offices and zip code)

(702) 739-2722

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 30, 2013, there were 4,662,151 shares outstanding of the registrant’s Class A Common Stock, $0.01 par value and no shares outstanding of the registrant’s Class B Common Stock, $0.01 par value.  The issued and outstanding equity securities of the registrant are not publicly traded.

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

FORM 10-Q

INDEX

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012 (Audited)	1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2013 and 2012	2
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012	3
Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	23
Signatures	26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

	March 31, 2013 (Unaudited)			December 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,231		$	8,355
Restricted cash		7,837			7,837
Receivables, net		4,718			3,681
Inventories		850			876
Prepaid expenses and other current assets		1,906			2,150
Total current assets		22,542			22,899
Long-term restricted cash		2,603			3,080
Property and equipment, net		336,718			334,618
Other assets, net		4,784			4,867
TOTAL ASSETS	$	366,647		$	365,464
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	303		$	352
Accounts payable		10,368			10,699
Construction payable		2,284			1,309
Accrued payroll and related		4,696			4,543
Accrued gaming and related		1,699			1,926
Other accrued expenses and current liabilities		4,002			2,842
Total current liabilities		23,352			21,671
Long-term debt, less current portion		47,704			40,265
Accrued management fees		5,641			5,224
Other long-term liabilities		719			757
Total liabilities		77,416			67,917
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS’ EQUITY:
Class A preferred stock, $0.01 par value, 750,000 shares authorized, issued and outstanding		8			8
Class A series 2 convertible participating preferred stock, $0.01 par value, 545,702 shares authorized, 545,585 shares issued and outstanding		5			5
Class A series 3 convertible participating preferred stock, $0.01 par value, 350,000 shares authorized, issued and outstanding		3			3
Class A series 4 convertible participating preferred stock, $0.01 par value, 416,500 shares authorized, 416,500 and 403,500 issued and outstanding, respectively		4			4
Class A common stock, $0.01 par value, 16,500,000 shares authorized, 4,662,151 and 4,622,151 shares issued and outstanding, respectively		47			47
Class B common stock, $0.01 par value, 16,500,000 shares authorized, no shares issued or outstanding		—			—
Additional paid-in capital		436,190			434,886
Accumulated deficit		(147,026	)		(137,406	)
Total stockholders’ equity		289,231			297,547
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	366,647		$	365,464

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

1

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

(amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
REVENUES:
Casino	$	7,571		$	10,145
Room		8,840			8,624
Food and beverage		5,529			6,292
Other		1,483			1,117
Gross revenues		23,423			26,178
Less: promotional allowances		(2,542	)		(2,895	)
Net revenues		20,881			23,283
OPERATING EXPENSES:
Casino		7,168			7,420
Room		4,297			4,333
Food and beverage		4,666			5,403
Other		1,275			1,149
Selling, general and administrative		4,841			4,690
Maintenance and utilities		2,797			2,665
Depreciation and amortization		4,492			4,641
Loss on assets disposals		322			—
Total operating expenses		29,858			30,301
OPERATING LOSS		(8,977	)		(7,018	)
OTHER (EXPENSES) INCOME:
Interest income		1			2
Interest expense		(644	)		(1,003	)
Total other (expense) income		(643	)		(1,001	)
NET LOSS		(9,620	)		(8,019	)
Other comprehensive income (loss)		—			—
COMPREHENSIVE LOSS	$	(9,620	)	$	(8,019	)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(2.06	)	$	(1.75	)
Weighted average common shares outstanding:
Basic		4,662			4,579
Diluted		n/a			n/a

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

2

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Three Months Ended March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,620	)	$	(8,019	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,492			4,641
Share-based compensation		3			3
Amortization of debt issuance costs		153			343
Loss on disposition of assets		322			—
Changes in operating assets and liabilities:
Receivables, net		(1,037	)		(1,042	)
Inventories, prepaid expenses and other assets		270			194
Long-term restricted cash		477			643
Other assets		12			87
Accounts payable, accrued expenses and other current liabilities		2,435			2,512
Net cash used in operating activities		(2,493	)		(638	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(6,910	)		(2,496	)
Change in construction payable		975			(19	)
Net cash used in investing activities		(5,935	)		(2,515	)
CASH FLOWS FROM FINANCING ACTIVITES:
Borrowings under loan agreement		17,500			—
Payments under loan agreement		(10,000	)		—
Principal payments on capital leases		(110	)		(60	)
Debt issuance costs		(86	)		2
Net cash provided by (used in) financing activities		7,304			(58	)
Net decrease in cash and cash equivalents		(1,124	)		(3,211	)
Cash and cash equivalents, beginning of period		8,355			12,166
Cash and cash equivalents, end of period	$	7,231		$	8,955
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	492		$	652
Preferred stock issued for payment of debt issuance costs		1,300			—

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

3

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Nature of Business

Tropicana Las Vegas Hotel and Casino, Inc., is a Delaware corporation formed in June 2009 for the primary purpose of owning and operating Tropicana Las Vegas Intermediate Holdings, Inc., and its wholly owned subsidiary Tropicana Las Vegas, Inc. (collectively, “Tropicana Las Vegas”). Tropicana Las Vegas offers casino gaming, hotel accommodations, dining, entertainment, retail shopping and other resort amenities. Tropicana Las Vegas is conveniently located on 34 acres at the corner of Tropicana Avenue and Las Vegas Boulevard on the Las Vegas Strip. Our property currently offers 1,467 remodeled hotel rooms and suites, a 50,000 square foot casino floor, three restaurants, three casual dining venues, two entertainment venues, and more than 60,000 square feet of flexible convention and meeting space. We also offer a beach club and special event venue, state of the art spa and fitness facility, race and sports book, and retail space, all leased to various third parties.

As a casino-based company, our operating results are highly dependent on a number of factors including the state of the United States economy, the amount of discretionary consumer and corporate spending in Las Vegas, and the level of competition in the Las Vegas casino/hotel market.  We have been operating at a loss with negative cash flow since we commenced operations on July 1, 2009.  Our primary sources of liquidity have been comprised of revolving line of credit and four rights offerings totaling $200 million.

We believe that our existing cash balance, cash flows from operations and revolving line of credit will be more than adequate to meet our financial, operating and debt obligations over the next twelve months. However, we will continue to closely monitor and manage our cash position given the current economic environment. If our sources of capital are inadequate to fund our long-term liquidity requirements including our need to service our existing debt obligations as they come due, we will attempt to procure additional debt or equity financing to fund our operations, capital expenditures and debt service requirements.  We can provide no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs including capital improvements.

References herein to “we,” “us,” “our,” “management” or “Company” refer to Tropicana Las Vegas Hotel and Casino, Inc. and/or its consolidated subsidiaries, unless the context specifically requires otherwise.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for fair presentation of the results for the interim periods were included. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

The condensed consolidated balance sheet as of December 31, 2012 was derived from our audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2012.

4

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates used by the Company include estimated useful lives for depreciable and amortizable assets, certain accrued liabilities and the estimated allowances for receivables, customer loyalty program liability, and self insurance reserves. Actual results may differ from those estimates.

Reclassifications

Certain reclassifications were made to the condensed consolidated financial statements for the three months ended March 31, 2012 in order to conform to the March 31, 2013 presentation. These reclassifications had no effect on the net loss previously reported.

Fair Value Measurement

The fair values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate carrying values due to the short maturity of these items. The fair value of the revolving credit facility approximates its carrying value due to its recent renegotiation of terms and conditions.  Our majority stockholder participated in the renegotiation of the revolving credit facility providing resources and size to obtain the new terms and conditions. Given the assistance by our majority stockholder, it is unlikely that the Company could obtain similar financing on the same terms with a third-party in an arm’s length transaction. The fair value of the other long-term obligations approximates its carrying value.

Fair value is defined in the authoritative guidance 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. The guidance 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: Level 1: quoted market prices in active markets for identical assets or liabilities; Level 2: observable market-based inputs or unobservable inputs that are corroborated by market data and Level 3: unobservable inputs that are not corroborated by market data. As of March 31, 2013, the Company had no assets or liabilities measured at fair value on a recurring basis.

3. Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an update to Accounting Standards Codification (“ASC”) No. 220, Presentation of Comprehensive Income, which eliminates the option to present other comprehensive income and its components in the statement of stockholders’ equity. We could elect to present the items of net income and other comprehensive income in a single continuous statement of comprehensive income or in two separate, but consecutive statements. The provisions of ASC No. 220 were adopted by the Company in the first quarter of 2012, which is the period it became effective for the Company. We elected to present the items of net income and comprehensive income in one single continuous statement for this presentation.  In December 2011, certain provisions of this new guidance related to the presentation of reclassification adjustments out of accumulated other comprehensive income were temporarily deferred. In February 2013, an effective date was established for the provisions that had been deferred. These provisions are effective prospectively for interim and annual reporting periods beginning after December 15, 2012. The adoption of these provisions, which relates to presentation only, did not have a material impact on our financial position or results of operations.

5

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

No other new accounting pronouncements issued or effective during 2013 or 2012 have had or are expected to have a material impact on the Company’s financial position or results of operations. A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our financial statements.

4. Property and Equipment, net

Property and equipment, net consists of the following ($ in thousands):

	March 31, 2013 (Unaudited)			December 31, 2012
Land and improvements	$	205,293		$	205,293
Building and improvements		114,851			114,126
Furniture, fixtures and equipment		53,311			53,263
Construction in progress		13,428			7,970
		386,883			380,652
Less: accumulated depreciation and amortization		(50,165	)		(46,034	)
Property and equipment, net	$	336,718		$	334,618

Interest associated with major construction projects is capitalized as part of the cost of the constructed assets. When no specific debt is incurred for a project, interest is capitalized on cash expenditures for the project using our weighted average cost of borrowings. Capitalization of interest ceases when the project is substantially complete or development activity is suspended for more than a brief period. There was no capitalization of interest for the three months ended March 31, 2013 and 2012.

5. Debt

Long-term debt consists of the following ($ in thousands):

	March 31, 2013 (Unaudited)			December 31, 2012
Revolver A, $50 million limit	$	47,101		$	29,601
Revolver B, $5 million limit		—			—
Revolver C, $10 million limit (originally a term loan in 2012)		—			10,000
Other long-term debt		906			1,016
		48,007			40,617
Less current portion		(303	)		(352	)
Total long-term debt, net	$	47,704		$	40,265

Loan Agreement

Effective December 21, 2012, we amended and restated our $65.0 million loan agreement (the “Amended and Restated Loan”).  The Amended and Restated Loan is comprised of a $50.0 million revolving credit facility (the “Revolver A”), a $5.0 million Revolver (the “Revolver B”), and a $10.0 million revolving credit facility (the “Revolver C”). The Revolver A bears interest at 4% per annum, Revolver B bears interest at 5% per annum and Revolver C bears interest at 6% per annum. The fee for any unfunded portion of the Revolver A, Revolver B or Revolver C is 0.50%. Each revolving credit facility has a stated maturity date of April 2, 2018.

6

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Amended and Restated Loan contains customary affirmative, negative and financial covenants. The covenants, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; create liens on property or assets; make certain investments; engage in mergers or consolidations; sell assets; pay dividends or make distributions; engage in certain transactions with affiliates; enter into sale-leaseback transactions; and pay management fees. In addition, the Amended and Restated Loan requires us to: maintain a $2.0 million cash balance; deposit $5.0 million into an interest reserve account (deposited December 2012); meet certain EBITDA minimums on a quarterly basis for the periods from March 31, 2015 through March 31, 2018 with a standard cure provision if the EBITDA minimums are not met; and limits the annual aggregate capital expenditures to $18.0 million in 2013 and 2014.  As of March 31, 2013, we are in compliance with all of our covenants.

Substantially all of the assets of Tropicana Las Vegas are pledged as collateral under the Amended and Restated Loan and priority of liens and security interest were granted to our lenders. The lenders have agreed to release its security interest in approximately one acre parcel for future development. Pursuant to the terms of the Amended and Restated Loan, we are required to maintain an interest reserve account for payments of quarterly interest.  As of March 31, 2013 and December 31, 2012, the interest reserve account had a balance of $5.5 million and $5.9 million, respectively. The following table provides interest incurred on the Amended and Restated Loan for the periods indicated ($ in thousands).

	Three Months Ended March 31,
	2013		2012
Interest incurred	$	478	$	644

Debt issuance costs incurred in connection with the issuance of long-term debt are deferred and amortized to interest expense over the expected terms of the related debt agreements and are included in other assets, net on our condensed consolidated balance sheets. The following table provides amortization incurred in association with the Loan Agreement for the periods indicated ($ in thousands).

	Three Months Ended March 31,
	2013		2012
Amortization of debt issuance cost	$	153	$	343

7

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Other Long-Term Debt

We lease certain equipment under capital leases. These agreements are capitalized at the present value of the future minimum lease payments at inception and are included in property and equipment. Under the terms, certain lease agreements are non-interest bearing. As a result, no imputed interest was recorded as it was not material to the financial statements. We have the following capital leases:

					Principal Payments For the Years Ended March 31,
Lease Property	Monthly Payment		Residual Lease Payment		2013		2012
Digital Marquee Signs, $1.2 million, interest at 6.9%, maturing July 2015	$	21,243	$	115,742	$	51,978	$	48,522
Cash Kiosk Stations $0.3 million, maturing March 2015		2,300		142,000		5,918		6,066
Slot Machines $0.1 million, maturing March 2013		7,123		—		21,370		—
Slot Machines $0.1 million, maturing Sept 2013		10,293		—		30,879		—
Digital Signage $0.1 million, matured May 2012		2,123		—		—		6,368
Total Payments			$	257,742	$	110,145	$	60,956

6. Related Party Transactions

Armenco Lease

On June 22, 2009, we entered into the Armenco Lease (“Armenco”) in which we leased the real and non-gaming personal property of our hotel and casino, including the restaurants, lounges, retail shops and other related support facilities, and the operation thereof to Armenco until such time as we were able to obtain all governmental registrations, findings of suitability, licenses, qualifications, permits and approvals pursuant to the gaming laws and regulations of the State of Nevada and Clark County liquor and gaming codes necessary for us to own and operate our gaming facility directly. Effective December 1, 2010, we received all approvals necessary for us to own and operate our gaming property directly.

Under the terms of the lease, we were required to pay a fee equal to 2% of net revenues and 5% of EBITDA, each as defined, to be paid to Armenco. Armenco was required to pay rent in the amount of $1.00 per month. We incurred approximately $1.7 million in management fees related to the Armenco Lease which was terminated on November 30, 2010.  These fees have not been paid and will not accrue interest due to restrictions under the Amended and Restated Loan Agreement.

Management Agreement

Effective December 1, 2010, we received the necessary approvals and licenses for us to own and operate our gaming facility directly and as a result, the Armenco Lease was terminated and the operation of our hotel and casino was thereafter managed by Trilliant Management, LP (“Trilliant”), pursuant to the terms of the management agreement entered into in May 2010 (the “Management Agreement”). Trilliant is controlled by its general partner, Trilliant Gaming Nevada Inc. (“Trilliant Gaming”), which is owned by each of Mr. Alex Yemenidjian, our Chairman of the Board, Chief Executive Officer and President, Mr. Timothy Duncanson, a director of the Company, and Mr. Gerald Schwartz, the Chairman and controlling stockholder of Onex Corporation. Together Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant Gaming.

8

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Management Agreement provides for Trilliant to assist us in the management and operation of Tropicana Las Vegas beginning December 1, 2010 and terminating on November 30, 2020. For each fiscal year or portion thereof during the term of the Management Agreement, we will pay Trilliant a fee equal to the sum of 2% of all revenue from the operation of Tropicana Las Vegas (the “Revenue Fee”) and 5% of EBITDA after reduction of the Revenue Fee (each as defined).  The following table provides Trilliant management fees recorded for the periods indicated and is included in general and administrative expenses on the accompanying condensed consolidated statements of operations and comprehensive (loss) income ($ in thousands).

	Three Months Ended March 31,
	2013		2012
Management fee expense	$	418	$	466

For both Armenco and Trilliant, the Amended and Restated Loan restricts our payments of management fees until the earlier of a) the date on which the outstanding principal has been repaid in full or b) the date on which EBITDA for the prior 12 month period is equal to or greater than $20.0 million, and upon the condition that no default or event of default is continuing under the Amended and Restated Loan.  However, the Amended and Restated Loan does permit the Company to pay a portion of the management fees for reimbursement of tax liabilities actually incurred and paid.  As of March 31, 2013 and December 31, 2012, we have $5.6 million and $5.2 million, respectively, recorded as accrued management fees due Armenco and Trilliant. We have not accrued interest on these management fees since these fees are subject to restrictions under the Amended and Restated Loan.

7. Commitments and Contingencies

Letters of Credit

We maintain two irrevocable standby letters of credit.  The first irrevocable standby letter of credit is with the State of Nevada, Division of Insurance which acts as a security deposit providing coverage for workers compensation claims/liabilities since the Company is self-insured.  This is reviewed annually by the State of Nevada and can be adjusted based on the Company’s prior workers compensation claims experience. The outstanding balance is currently $200,000 and automatically renews on an annual basis.  The second irrevocable standby letter of credit is with Starbucks Coffee Company for $35,000.  This is to ensure performance of the Company’s obligations to Starbucks for the term of the ten year licensing agreement which was effective on December 14, 2010.

Self-Insurance Reserves

We are self-insured up to certain stop-loss amounts for employee health coverage for non-union employees as well as workers compensation and general liability cost. Insurance claims and reserves include accruals of estimated settlements for known claims as provided by a third party. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. We continually monitor changes in claim type and incident and evaluate the insurance accrual making necessary adjustments based on the evaluation of these qualitative data points.  As of March 31, 2013 and December 31, 2012, the estimated liabilities for unpaid and incurred but not reported claims totaled $1.1 million and $0.9 million, respectively.

Customer Loyalty Program

We provide a customer loyalty program (the “Program”) at our casino, which allows customers to redeem points earned from their gaming activity for slot play, food, beverage, rooms or merchandise. Under the Program, customers are able to accumulate points which may be redeemed in the future, subject to certain limitations and the terms of the Program. We record a liability for the estimated cost of the outstanding points under the Program that we believe will ultimately be redeemed which is calculated based on the total number of points earned, converted to a redemption value based on the average number of points needed to convert to rewards. We estimate the cost and accrue for this expense as the points are earned from gaming play, which is recorded as casino expense.

9

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In 2011, we introduced a new promotion, Even the Odds Program (“Even the Odds”), which allows first-time customers to be reimbursed for their losses up to $200. Under the promotion, a customer’s actual rated slot loss up to $200 is reimbursed in free slot play with 25% reimbursement the first day of sign up, 25% the second day and the remaining 50% on the third day.  We record a liability for the estimated cost of the reimbursements under Even the Odds based on our estimate of redemption.  As of March 31, 2013 and December 31, 2012, the estimated accrual for the costs of the Program and Even the Odds redemption totaled $0.5 million and $0.6 million, respectively.

Sales and Use Tax on Complimentary Meals

In February 2012, the Nevada Department of Taxation imposed sales tax on complimentary meals provided to gaming patrons and for meals provided to employees for free on a regular basis.  For complimentary meals provided to gaming patrons the sales tax would be imposed on the retail value of the food and for employees on the cost of the food for the meal. The new regulations came after a 2008 ruling where the Nevada Supreme Court rendered a decision stating complimentary meals to gaming patrons and employees were exempt from use tax.  The ruling however provided the State the opportunity to collect a sales tax on the complimentary meals if it could show consideration for the meals.  On February 14, 2012, the Nevada Tax Commission issued a ruling that consideration does exist for complimentary meals to gaming patrons “if you are providing meals to patrons through a program whereby the patron gambles and decisions to provide complimentary meals to that patron are based on that gaming activity".  The sales tax would apply to all complimentary meals on or after February 15, 2012 and would not be due until July 31, 2012.

The Nevada Department of Taxation has extended the due date of July 31, 2012 because of the ongoing appeals. The sales tax is now due and payable, without penalty or interest, the earlier of: (1) the last day of the next month following approval of the regulation by the Legislative Commission; (2) the last day of the next month following a Nevada Supreme Court decision relating to or affirming that complimentary and/or employee meals are subject to sales tax; (3) the effective date of any legislation; or (4) June 30, 2013.

On October 17, 2012, a Clark County District Court (“Court”) overturned efforts by the Nevada Tax Commission to force casinos to pay sales taxes for free meals they provide to employees. However, the Court did agree with the Nevada Tax Commission that providing meals to players in casino loyalty clubs is a taxable event involving a transfer of value.  The Court stated “consideration” is involved because the casinos bargain with players by inducing them to gamble by offering free meals. But when it comes to free employee meals, there’s no bargaining for a transfer of value involved when casinos offer free meals to union and non-union employees, as no casino employee has ever agreed to be taxed for receiving such meals.  The ruling was immediately appealed and the Nevada Supreme Court has agreed to hear the case.

As of March 31, 2013, we have a sales tax liability of $0.4 million (of which $0.1 million is associated with employee meals) covering the period February 15, 2012 through March 31, 2013 for complimentary meals provided to customers and employees.

General Litigation

We are occasionally party to routine lawsuits arising from the normal operations of a hotel and casino. As with all ligation, no assurance can be provided as to the outcome of such matters.  Other than the items discussed below under “Bankruptcy Litigation”, there are no other pending legal proceedings to which we are party to, that are material in relation to our condensed consolidated financial statements.

Bankruptcy Litigation

The Company was formed in June 2009 for the purpose of owning and operating Tropicana Las Vegas Holdings, LLC and its subsidiaries (the “Predecessor”), including the operations of Tropicana Las Vegas Hotel and Casino, LLC (“Tropicana Las Vegas”) in connection with the reorganization of Tropicana Entertainment Holdings, LLC (“TEH”) and certain of its subsidiaries, under Chapter 11 of Title 11 of the United States Code or Bankruptcy Code.

10

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On May 5, 2008 (the “Petition Date”), TEH together with certain of its subsidiaries, including the Predecessor, filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for relief, seeking to reorganize their businesses under the provisions of the Bankruptcy Code (the “Chapter 11 Cases”). As TEH and certain of its subsidiaries progressed towards an exit from the Chapter 11 Cases, it was determined that given their capital structures and the claims arising there under, as well as the nature of the business operations, two separate plans were warranted. Accordingly, TEH proposed two separate plans of reorganization, one for the Predecessor (“the Bankruptcy Plan”) and one for TEH’s other gaming properties. The Bankruptcy Plan was confirmed by the Bankruptcy Court on May 5, 2009 and became effective on July 1, 2009 (the “Effective Date”).

Pursuant to the Bankruptcy Plan, among other things, we assumed certain obligations and liabilities of the Predecessor. The following represents the current status of such obligations as well as remaining litigation matters. We assumed to pay $0.4 million in satisfaction of the Predecessor’s unsecured claims.  To date, those unsecured claims have yet to be paid and are recorded as a liability in accounts payable. With regard to allowed priority and cure claims and non-professional fee administrative expenses, we have paid approximately $2.9 million with the exception of certain disputed administrative/priority claims (“Disputed Claims”) in the aggregate asserted amount of approximately $1.5 million with the significant Disputed Claims discussed below. We do not anticipate any material additions to such claims or expenses and given our position we have not recognized any additional liability.

The professionals employed at the expense of the bankruptcy estates of the Predecessor and other debtors have filed applications for allowance of approximately $13.5 million in professional fees and expenses against the Predecessor. We dispute and have objected to many of those applications in advance of hearings before the Bankruptcy Court, the first of which occurred on May 11, 2011, and addressed issues of allocation of fees and expenses between the Predecessor and TEH. Following the May 11, 2011 hearing, the Bankruptcy Court requested post-hearing submissions from the parties, which were filed on June 30, 2011.  A second hearing on all other issues subject to the objections will occur approximately eight (8) weeks after the resolution of the allocation issues submitted to the Bankruptcy Court. We are awaiting the Bankruptcy Court ruling. We believe that our potential liability in respect to such claimed professional fees and expenses is approximately $3.4 million. Management cannot predict the outcome of these Bankruptcy claims and proceedings, therefore, no assurance can be provided as to the ultimate amount that will be paid. We currently have approximately $5.0 million in restricted funds in connection with the reorganization of the Predecessor for the purpose of satisfying liabilities related to professional services incurred as part of the Chapter 11 Cases.

With regard to the Disputed Claims discussed above, Wimar Tahoe Corporation (“Wimar”) and Columbia Sussex Corporation (“CSC”) are companies related by common ownership to the Predecessor that provided management services and incurred expenses through September 2008 which were charged to the Predecessor. Both these companies seek administrative expenses and/or priority claims in the aggregate amount of $0.8 million. Oral arguments on the summary judgment motions were conducted on September 27, 2011, we are awaiting the Bankruptcy Court decision. We currently have recorded a liability in the amount of $0.8 million in accounts payable for this claim.

Finally, TEH has asserted two claims.  The first claim is in regard to the Disputed Claims discussed above, it is an administrative/priority claim for approximately $0.5 million covering management fees and an unliquidated contingent claim relating to alleged workers’ compensation liabilities. We dispute the workers’ compensation liabilities claim in its entirety and a portion of the claimed management fees. Given our position, we have not recorded any liability associated with this Disputed Claim. With regard to the second claim, TEH has asserted that the Predecessor should be responsible for payment of the entire amount of fees and expenses ultimately allocated to the Predecessor, an amount that TEH asserts should be 50% of the entire amount requested.  The Company, on the other hand, has taken the position that, pursuant to the Bankruptcy Plan, it is responsible only for the Predecessor’s appropriate allocation of professional fees and expenses that were unpaid at the time of confirmation of the Bankruptcy Plan, which would be an amount less than the amount of fees and expenses that the Company’s objections concede should be allocated to the Predecessor. Given our position, we have not recorded any liability associated with this claim. Management cannot predict the outcome and no assurance can be given that the claims asserted will be ultimately disallowed or will not have a material adverse impact on the Company.

11

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contingencies

In the ordinary course of business, we enter into numerous agreements that contain standard guarantees and indemnities whereby we indemnify another party for breaches of representations and warranties. Many of these parties are also indemnified against any third party claim resulting from the transaction that is contemplated in the underlying agreement such as a lease agreement. While some of these guarantees extend only for the duration of the underlying agreement, many survive the expiration of the term of the agreement. There are no explicit limitations on the maximum potential amount of future payments that we could be required to make under some of these guarantees. We are unable to develop an estimate of the maximum potential amount of future payments to be made under these guarantees as the triggering events are not predictable. We maintain insurance coverage that mitigates some potential payments to be made.

Environmental Matters

Portions of Tropicana Las Vegas are known to contain asbestos as well as other environmental conditions, including the presence of mold. The environmental conditions are expected to require remediation in isolated areas. The extent of such potential conditions cannot be determined definitively, and may result in additional expense in the event that additional or currently unknown conditions are detected.

8. Stockholders’ Equity and Net Loss Per Share

Changes Stockholders’ Equity

Changes in stockholders’ equity for the three months ended March 31, 2013 were as follows ($ in thousands):

Balance, December 31, 2012	$	297,547
Share-based compensation	4
Issuance of preferred stock in payment of debt issuance costs	1,300
Net loss	(9,620		)
Accumulated other comprehensive income (loss)	—
Balance, March 31, 2013	$	289,231

Net Loss per Share

Basic net loss per share includes no dilution and is calculated by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding during each period. Diluted net loss per share reflects the potential dilution of securities that could share in the earnings or losses of the entity. Due to the net loss in all periods presented, the calculation of diluted per share amounts would create an anti-dilutive result and therefore is not presented.  As a result, basic EPS is equal to diluted EPS for the three months ended March 31, 2013 and 2012.  The following table shows the number of shares which were excluded from the computation of diluted loss per share for the periods indicated, as they were anti-dilutive (shares in thousands):

	Three Months Ended March 31,
	2013		2012
Convertible preferred shares		15,066		9,495

12

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Common Stock

We are authorized to issue up to 16,500,000 shares of our Class A Common Stock (“Class A Common”), $0.01 par value per share. As of March 31, 2013 and December 31, 2012, 4,662,151 shares of the Class A Common were outstanding.  We are authorized to issue up to 16,500,000 shares of our Class B Common Stock (Class B Common”) and no shares were issued as of March 31, 2013 and December 31, 2012. Except as otherwise provided by our articles of incorporation or Nevada law, each holder of the Class A Common is entitled to one vote, in person or by proxy, for each share standing in such holder’s name on our stock transfer records. To the fullest extent permitted by law, holders of Class B Common will not be entitled to vote on any matter submitted to a vote of our stockholders. Each share of Class A Common is convertible into a share of Class B Common, in each case as adjusted for any stock dividends, splits, combinations, recapitalizations, reclassifications and similar events. Each share of Class B Common is convertible into a share of Class A Common, in each case as adjusted for any stock dividends, splits, combinations, recapitalizations, reclassifications and similar events, provided that such conversion is in compliance with, and such holder has, all necessary approvals and licenses under all applicable gaming laws.

Preferred Stock

We are authorized to issue up to 750,000 shares of our Class A Convertible Participating Preferred Stock (“Series 1 Preferred”), 545,702 shares of our Class A Series 2 Convertible Participating Preferred Stock (“Series 2 Preferred”), 350,000 shares of our Class A Series 3 Convertible Participating Preferred Stock (“Series 3 Preferred”), $0.01 par value per share, 416,500 shares of our Class A Series 4 Convertible Participating Preferred Stock (“Series 4 Preferred”), $0.01 par value per share (all series of preferred stock collectively known as “Preferred Stock”), of which 750,000 shares, 545,585 shares, 350,000 and 416,500 shares of Series 1 Preferred, Series 2 Preferred, Series 3 Preferred and Series 4 Preferred, respectively, were outstanding at March  31, 2013.

In January 2013, we issued an additional 13,000 shares of Series 4 Preferred to the lead arranger and administrative agent of the Amended and Restated Loan as consideration for amending and restating the loan agreement.

Each share of Preferred Stock is convertible into shares of common stock. Each holder of the Preferred Stock is entitled to convert any and all shares of such stock into shares of Class A Common or Class B Common (at the option of such holder) provided that the conversion of Preferred Stock to Class A Common will not be permitted unless such conversion is in compliance with, and such holder has, all necessary approvals and licenses under all applicable gaming laws. The number of shares of Class A Common or Class B Common (at the option of such holder) that each Preferred Stock can be converted into can be determined by dividing (i) the sum of the $100 per share original purchase price of the Preferred Stock and the amount of cumulated and unpaid dividends for any prior dividend periods by (ii) the conversion price at the time of the conversion. The initial conversion price is $25 for Series 1 Preferred and Series 2 Preferred, $15 for Series 3 Preferred and $10 for Series 4 Preferred. Each outstanding share of Preferred Stock will automatically convert into a number of shares of Class A Common or Class B Common, as the case may be, upon any initial public offering of our common stock on a national stock exchange.

Dividends on the Preferred Stock are calculated at a rate of 12.5% per annum and are payable semi-annually in arrears, commencing in February 2010 for the Series 1 Preferred, August 2010 for the Series 2 Preferred, August 2011 for the Series 3 Preferred and February 2012 for the Series 4 Preferred.  Dividends payable for each dividend period are computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends on the Preferred Stock are cumulative. If for any reason our board of directors does not declare a dividend on the Preferred Stock for a particular dividend period, or if our board of directors declares less than a full dividend, we will remain obligated to pay the unpaid portion of the dividend for that period and the unpaid dividend will compound on each subsequent dividend date (meaning that dividends for future dividend periods will be calculated on any unpaid dividend amounts for prior dividend periods).

There have been no cash dividends declared on our preferred stock since we issued each preferred stock series. We do not intend to pay cash dividends on our preferred stock for the foreseeable future. Our Amended and Restated Loan prohibits us from declaring dividends as long as there is outstanding debt. As of March 31, 2013, we had approximately $75.8 million in unrecorded dividend liability.

13

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Warrants

Pursuant to the Bankruptcy Plan, we issued a warrant to purchase up to 664,122 shares of our Class B Common to TEH (the “TE Warrant”). The TE Warrant is exercisable by TEH at any time on or prior to the earlier of (i) 5:00 p.m., New York City time, on July 1, 2013, or (ii) a date on which we sell, lease, transfer or otherwise dispose of substantially all of our property, assets or business, another person or entity acquires all or substantially all of our shares of common stock or we consolidate with or merge with or into another person or entity or enter into a business combination with another person. The exercise price per share for the TE Warrant is equal to (a) $66,412,373 plus interest accrued from and after July 1, 2009 at the rate of 15% per annum, compounded annually, divided by (b) 664,122. The current exercise price is $169.63. As of March 31, 2013, the TE Warrant is still outstanding and no value was ascribed to the TE Warrant in the accompanying condensed consolidated financial statements.

9. Share-Based Compensation

We have adopted two Non-Employee Director Restricted Stock Plans (2010 and 2011) which provided for the grant of restricted stock to non-employee directors. Under these plans, we granted 12,000 restricted stock awards to three of our directors (i.e. 4,000 shares per director). These restricted stock shares are subject to the requirements of the Company’s Stockholders’ Agreement dated July 1, 2009 and have the same voting and dividend rights as all other stockholders.  For each director’s stock grant, 1,000 shares vested immediately and 25% of the shares vest on their anniversary grant date for the remaining three years.  For the three months ending March 31, 2013, a summary of the status and changes of the unvested restricted stock is as follows:

	Number of Unvested Restricted Shares		Weighted Average Grant Date Fair Value
Unvested, 12-31-12		4,000	$	6.37
Granted		—		—
Vested		—		—
Forfeited		—		—
Unvested, 3-31-13		4,000	$	6.37

We account for share-based awards exchanged for services in accordance with the authoritative accounting guidance for share-based payments. Under the guidance, share-based compensation expense is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. The following table provides the share-based compensation expense recorded for the periods indicated and is included in general and administrative expenses on the accompanying condensed consolidated statements of operations and comprehensive (loss) income.

	Three Months Ended March  31,
	2013		2012
Share-based compensation expense	$	3,667	$	3,667

14

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. Employee Benefit Plans

Multi-employer pension plans

We contribute to multi-employer defined benefit pension plans (collectively, “the Plans”) for certain of our union employees under the terms of the applicable bargaining agreements. Risks of participating in a multi-employer plan differs from single-employer plans for the following reasons: (1) assets contributed to a multi-employer plan by one employer may be used to provide benefits to employees of other participating employers; (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; and (3) if a participating employer stops participating, it may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The table below includes information on each of our multi-employer defined pension plans and the employer contributions made for the three months ending March 31, 2013 and 2012:

						Contributions for
						Three Months Ended March 31,
Pension Plan Legal Name	Plan No.		Employer Identification No.		Expiration Date	2013		2012
Southern Nevada Culinary Workers and Bartenders Pension Plan Trust		001		88-6016617	5/31/13	$	222,978	$	220,631
Nevada Resort Association—I.A.T.S.E. Local 720 Pension Trust		001		51-0144767	5/31/12		7,003		15,615
Western Conference of Teamsters Pension Trust		001		91-0681009	3/31/13		91,850		110,943
Central Pension Fund of the International Union of Operating Engineers and Participating Employers		001		36-6052390	5/31/11		63,750		56,239
Southwest Carpenters Joint Trust Fund		001		95-6042875	7/31/14		16,941		18,697
National Electrical Benefit Fund		001		88-6023284	2/28/14		4,368		3,854
International Painters and Allied Trades Industry Pension Fund		001		52-6073909	5/31/13		7,813		7,930
Total Contributions						$	414,703	$	433,909

Retirement Plan

We have a 401(k) defined contribution plan that covers substantially all employees who are not covered by various collective bargaining agreements identified above. The plan allows employees, at their discretion, to make contributions of their before-tax earnings to an annual maximum amount allowed by law. We currently make no employer matching contributions.

11. Subsequent Events

We have evaluated all activity through the issuance date of the condensed consolidated financial statements, and concluded that no material subsequent events have occurred that require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.

15

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with management’s discussion and analysis contained in our 2012 Annual Report on Form 10-K, as well as the condensed consolidated financial statements and the notes hereto included in this Quarterly Report on Form 10-Q.This discussion contains certain “forward-looking statements,” including information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.  Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements.Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events.

Overview and Recent Events

Our primary business is the ownership and operation of Tropicana Las Vegas which offers casino gaming, hotel accommodations, dining, entertainment, retail shopping and other resort amenities. Tropicana Las Vegas is conveniently located on 34 acres at the corner of Tropicana Avenue and Las Vegas Boulevard on the Las Vegas Strip. Our property currently offers 1,467 remodeled hotel rooms and suites, a 50,000 square foot casino floor, three restaurants, three casual dining venues, several lounges, two entertainment venues, more than 60,000 square feet of flexible convention and meeting space and third party leases related to our beach club, special events venue, state of the art spa and fitness facility, race and sports book, and retail space.

Our financial results are dependent upon the number of patrons that we attract to our property and the amounts those guests spend per visit. Additionally, our operating results may be affected by, among other things, overall economic conditions impacting the disposable income of our guests, achieving and maintaining cost efficiencies, competition on the Las Vegas Strip, gaming tax increases and other regulatory changes, the commencement of new gaming operations, charges associated with debt refinancing, construction at our facilities and general public sentiment regarding travel. We may experience significant fluctuations in our quarterly operating results due to seasonality, variations in gaming hold percentages and other factors. Consequently, our operating results for any quarter or year are not necessarily comparable and may not be indicative of future periods’ results.

Current Economic Conditions.  Over the past 20 years, Las Vegas has become one of the fastest growing and largest entertainment markets in the United States. Since 2007, however, the Las Vegas market has generally experienced a contraction in growth as the number of visitors and gaming revenues have fallen from prior periods. The Las Vegas market is showing signs of a modest recovery with visitor volumes reaching 37.3 million in 2010, 38.9 million in 2011 and 39.7 million in 2012; representing a 2.1% increase from 2011 to 2012 and a 6.4% from 2010 to 2012. Gaming revenues in Clark County are also recovering reaching approximately $9.4 billion in 2012 compared to $9.2 billion in 2011, an increase of approximately 1.9%. On the Las Vegas Strip, gaming revenues increased 2.3% to $6.2 billion in 2012. Volume and gaming statistics noted above are released by the Las Vegas Convention and Visitors Authority.

Competition. We face significant competition in the Las Vegas market, as well as from adjacent states. Such competition may intensify if new gaming operations open in our market or existing competitors expand their operations. During 2012, several competitors announced investments in new hotel offerings, restaurants and clubs in Las Vegas. These new offerings are slated to begin opening in 2013. We also compete for customers with other casino operators in other markets, including casinos located on Native American reservations, and other forms of gaming, such as lotteries and internet gaming. Many of our competitors are larger and have substantially greater name recognition and marketing and financial resources.  We believe that increased legalized gaming in other areas, the development or expansion of Native American gaming, the expansion or additional developments in Las Vegas, and the potential legalization of internet gaming, could create additional competition for us and could adversely affect our operations.

16

Seasonality.  The Las Vegas hotel, resort and casino industry is seasonal in nature. A variety of factors contribute to the seasonality of the Las Vegas market, including the timing of major Las Vegas conventions, major holidays such as New Year’s and Chinese New Year and major sporting events, particularly the Super Bowl.  These factors can drive additional business to the Las Vegas market. Visitor volumes typically are lower during off-peak times, such as mid-week or during traditional slower leisure periods between Thanksgiving and New Year’s.

Property Updates - Franchise Agreement.  In late October 2012, we announced a franchise agreement with Hilton Worldwide (“Hilton”) linking our hotel to Hilton’s fastest growing full-service chain, Doubletree by Hilton.  The upscale, contemporary chain offers Hilton’s loyalty program members the opportunity to earn and redeem points on the Las Vegas Strip after a nearly 14-year absence. We integrated into Hilton’s websites and toll-free reservations number in mid January of this year. The partnership affords us the opportunity to maintain our individuality and culture, while taking advantage of the sales and marketing scale of the worldwide Hilton organization.

Property Updates – New Bungalows. In early February 2013, we unveiled 121 bungalow-styled rooms and 6 pool villas which provide our guest with a South Beach experience adjacent to our award-winning pool and gardens.  These spacious pool villas feature our best in class room amenities.

Property Updates – Remodeled Theater. In late February 2013, our vintage showroom was completely renovated into a 1,150-seat theater.  Seating is wide and inviting with nostalgic cocktail tables and booths in the front of the theater. The theater features all new lighting and sound upgrades to enhance the audience entertainment experience.

Key Financial Metrics

Casino Revenue.  Casino revenue is derived primarily from customers wagering on slot machines, table games and other gaming activities. Table games generally include blackjack or twenty one, craps, mini-baccarat, roulette and other specialty games. Other gaming activities include poker. Casino revenue is defined as the net win from gaming activities, computed as the difference between gaming wins and losses, not the total amounts wagered. “Table game drop” and “slot handle” are casino industry specific terms that are used to identify the amount wagered by customers at tables and slot machines, respectively. “Table game hold” and “slot hold” represent the percentage of the total amount wagered by customers that the casino has won. Hold is derived by dividing the amount won by the casino by the amount wagered by customers. Casino revenue is recognized at the end of each gaming day. Casino revenue varies from time to time due to table game hold, slot hold and the amount of gaming activity.

Room Revenue.  Room revenue is derived from hotel rooms and suites rented to guests. “Average daily rate” is an industry specific term used to define the average amount of revenue per room per rented room day. “Occupancy percentage” defines the total percentage of rooms occupied and is computed by dividing the number of rooms occupied by the total number of rooms available. Room revenue is recognized at the time the rooms are provided to guests. Hotel room revenue varies depending upon the occupancy level of the hotel and the rates that can be charged.

Food and Beverage Revenue.  Food and beverage revenue is derived from food and beverage sales in the food outlets of the hotel and casino, including restaurants, room service and banquets. Food and beverage revenue is recognized at the time the relevant food or beverage service is provided to guests.

Operating Costs and Expenses.  Operating costs and expenses include the direct costs associated with, among other things, operating the casino, hotel, food and beverage outlets and other casino and hotel operations (including retail amenities, concessions, entertainment offerings and certain other ancillary services conducted at the casino). These direct costs primarily relate to payroll, supplies, costs of goods sold and gaming taxes and licenses. Gaming taxes and license fees are based upon such factors as a percentage of the gross revenues or net gaming proceeds received and the number of gaming devices and table games operated. Gaming license fees and taxes may also vary with changes in applicable legislation. Operating costs and expenses also include the costs of marketing, advertising and promotions, general and administrative costs and the costs of maintenance and utilities in addition to depreciation and amortization expense.

17

Results of Operation

Three months ended March 31, 2013 (“Current Quarter”) compared to the three months ended March 31, 2012 (“Prior Year Quarter”)

The following table highlights our results of operations ($ in thousands):

	Three Months Ended March 31,						Percent
	2013			2012			Change
Net revenues	$	20,881		$	23,283			(10	)%
Operating expenses		29,858			30,301			(1	)%
Operating loss		(8,977	)		(7,018	)		28	%
Interest (expense) income, net		(643	)		(1,001	)		(36	)
Net loss	$	(9,620	)	$	(8,019	)		20	%

Net Revenue.  Net revenues decreased by $2.4 million for the Current Quarter as compared to the Prior Year Quarter primarily as a result of lower than average hold percentage in table games.

Operating Loss.  The operating loss increased by $2.0 million for the Current Quarter as compared to the Prior Year Quarter primarily as a result of lower net revenues noted above.

The following table highlights our various sources of revenues and expenses as compared to the prior period ($ in thousands):

	Three Months Ended March 31,						Percent
	2013			2012			Change
Casino revenues	$	7,571		$	10,145			(25	)%
Casino expenses		7,168			7,420			(3	)%
Margin		5	%		27	%
Room revenue	$	8,840		$	8,624			3	%
Room expense		4,297			4,333			(1	)%
Margin		51	%		50	%
Food and beverage revenues	$	5,529		$	6,292			(12	)%
Food and beverage expenses		4,666			5,403			(14	)%
Margin		16	%		14	%
Other revenues	$	1,483		$	1,117			33	%
Other expenses		1,275			1,149			11	%

Casino.  Although our table games drop increased 14% and our slot handle increased 9%, overall casino revenues decreased $2.6 million for the Current Quarter as compared to the Prior Year Quarter.  Table game revenues accounted for $2.9 million of the decrease in casino revenues as a result of lower hold percentages.  Slot revenues accounted for $0.4 million of the increase in casino revenues due to the aforementioned increase in slot handle.  Other casino revenue of $0.1 million for the Prior Year Quarter related to the poker room which was eliminated in 2012.  Casino expenses decreased by $0.3 million for the Current Quarter as compared to the Prior Year Quarter due primarily to reductions in complimentaries and gaming taxes. As a result of the decreased casino revenue, the casino operating margin decreased 22 percentage points in the Current Quarter as compared to the Prior Year Quarter.

18

Room.  Room revenue increased $0.2 million or 3%, for the Current Quarter as compared to the Prior Year Quarter, which was attributable to an increase in average daily rate to $85 from $79 offset by a decrease in occupancy percentage to 74.5% from 78.8% for the same previous period. Room expenses remained flat for the Current Quarter as compared to the Prior Year Quarter.  As a result of the slight increase in room revenues, the hotel operating margin increased 1 percentage point in the Current Quarter as compared to the Prior Year Quarter.

Food and Beverage.  Food and beverage revenues decreased $0.8 million or 12% for the Current Quarter as compared to the Prior Year Quarter.  The decrease was primarily due to the closing of our nightclub and beach club in March 2012 which was subsequently leased and reopened in late 2012.  Food and beverage expenses decreased $0.7 million for the Current Quarter as compared to the Prior Year Quarter primarily due to the closing of the nightclub and beach club.  Thus, the closing of the nightclub and beach club resulted in 2 percentage point increase in food and beverage operating margin in the Current Quarter as compared to the Prior Year Quarter.

Other.  Other revenues primarily include income from convention services, entertainment and leased outlets. Other revenues increased by $0.4 million for the Current Quarter as compared to the Prior Year Quarter, reflecting an increase in entertainment revenue generated by the unveiling of the renovated theater as well as an increase in third party lease income.

Selling, General and Administrative.  Selling, general and administrative expenses increased $0.2 million or 3% for the Current Quarter as compared to the Prior Year Quarter, respectively. The increase in selling, general and administrative expenses is primarily the result of a legal settlement and higher personal property taxes.

Maintenance and Utilities.  Maintenance and utilities expense increased $0.1 million or 5 % for the Current Quarter as compared to the Prior Year Quarter primarily due to higher payroll and benefit costs and increases in outside service contracts.

Depreciation and Amortization.  Depreciation and amortization expense decreased $0.2 million or 3% for the Current Quarter as compared to the Prior Year Quarter primarily due to retiring certain assets.

Loss on Assets Disposals.  We wrote off $0.3 million for the Current Quarter due to the retiring of certain assets.

Interest Expense.  Interest expense decreased $0.4 million or 35% for the Current Quarter, as compared to the Prior Year Quarter.  In November 2012, we completed a $40.0 million rights offering of our Series 4 Preferred.  This additional equity raise allowed us to pay down a substantial portion of our outstanding revolving credit facility, thus lowering our Current Quarter interest expense.

Liquidity and Capital Resources

Amended and Restated Loan Agreement

Effective December 21, 2012, we agreed to amend and restate our $65.0 million loan agreement.  The Amended and Restated Loan is comprised of a $50.0 million Revolver A facility, a $5.0 million Revolver B facility, and a $10.0 million Revolver C facility. The Revolver A bears interest at 4% per annum, Revolver B bears interest at 5% per annum and Revolver C bears interest at 6% per annum. The fee for any unfunded portion of the Revolver A, Revolver B or Revolver C is 0.50%. Each revolving credit facility has a stated maturity date of April 2, 2018.

The Amended and Restated Loan contains customary affirmative, negative and financial covenants. The covenants, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; create liens on property or assets; make certain investments; engage in mergers or consolidations; sell assets; pay dividends or make distributions; engage in certain transactions with affiliates; enter into sale-leaseback transactions; and pay management fees. In addition, the Amended and Restated Loan requires us to: maintain a $2.0 million cash balance; deposit $5.0 million into an interest reserve account; meet certain EBITDA minimums on a quarterly basis for the periods from March 31, 2015 through March 31, 2018 with a standard cure provision if the EBITDA minimums are not met; and limits the annual aggregate capital expenditures to $18.0 million in 2013 and 2014.  As of March 31, 2013, we are in compliance with all of our covenants.

19

Substantially all of the assets of Tropicana Las Vegas are pledged as collateral under the Amended and Restated Loan and priority of liens and security interest were granted to our lenders. The lenders have agreed to release its security interest in approximately one acre parcel for future development.  Pursuant to the terms of the Amended and Restated Loan, we are required to establish an interest reserve account for payments of quarterly interest.  As of March 31, 2013, the interest reserve account had a balance of $5.5 million.

Liquidity Outlook

We have been operating at a loss with negative cash flow since we commenced operations on July 1, 2009. Our ability to generate cash from operations in the future depends, in significant part, upon the state of the hotel and gaming industry in Las Vegas, which in turn depends upon a number of factors including the state of the United States economy, the amount of discretionary consumer and corporate spending in Las Vegas and the level of competition in the Las Vegas market.

Our primary sources of liquidity have been comprised of cash flows from operations, a revolving line of credit totaling $65 million and four rights offerings which raised $200 million.  We believe that our existing cash balance, cash flows from operations, and existing revolver line will be more than adequate to meet our financial and operating obligations over the next twelve months. However, we will continue to closely monitor and manage our cash position given the current economic environment. If our sources of capital are inadequate to fund our long-term liquidity requirements, including our need to service our existing debt obligations as they come due, we will attempt to procure additional debt or equity financing, to fund our operations, capital expenditures and debt service requirements.

We can provide no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Moreover, we may need to refinance all or a portion of our indebtedness on or before maturity. We cannot make assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Cash Flows from Operating Activities

During the Current Quarter, cash flows used in operating activities were $2.5 million as compared to $0.6 million for the Prior Year Quarter, reflecting a reduction in casino revenues.

Cash Flows Used in Investing Activities

Cash used for capital expenditures were approximately $5.9 million for the Current Quarter. The increase in cash used for capital expenditures is the result of the completion of our bungalow-styled room renovations and theater remodel. During the Prior Year Quarter, cash used for capital expenditures was approximately $2.5 million.

Cash Flows Provided by Financing Activities

During the Current Quarter, we borrowed $17.5 million to complete capital expenditures and to pay down our Revolver C loan of $10 million.  Revolver C carries a higher interest rate than Revolver A, thus allowing us to lower our financing cost.  In addition, we paid $0.1 million in principal payments under capital leases.  For the Prior Year Quarter, we made capital leases payments of $0.1 million. As of March 31, 2013, we had borrowing base of $17.7 million remaining under the Amended and Restated Loan.

Off-Balance Sheet Arrangements

We have no special purpose entities, financing partnerships, guarantees or off-balance sheet arrangements other than $0.2 million of outstanding letter of credits discussed in Note 7 “Commitments and Contingencies” to the condensed consolidated financial statements.

20

Contractual Obligations

With the exception of payments made in relationship to our capital leases, there were no material changes during the three months ended March 31, 2013 to our contractual obligations as disclosed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2012.

Critical Accounting Policies

A description of our critical accounting policies can be found in the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2012. For a further discussion of our accounting policies, see Note 2 to the condensed consolidated financial statements in this Form 10-Q. There were no material changes to our critical accounting policies during the three months ended March 31, 2013.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our use of debt exposes us to interest rate risk. As of March 31, 2013, all of our long-term debt and capital leases had fixed interest rates which eliminated our exposure to fluctuation of interest rates. However, as our fixed rate debt matures, and if additional debt is acquired to fund the debt payment, future earnings and cash flows may be affected by changes in interest rates. The following table set forth our long-term debt obligations and the related interest rates as of March 31, 2013 ($ in thousands):

Type	Expected Maturity	Interest Rate	Principal Outstanding
Obligations under capital leases	Mar-2013 –Jul 2015	0.0% to 6.9%	$	906
Revolver A, $50.0 million limit	April 2018	Fixed at 4.0%		47,101
Revolver B, $5.0 million limit	April 2018	Fixed at 5.0%		—-
Revolver C, $10.0 million limit	April 2018	Fixed at 6.0%		—-
Total debt			$	48,007

Item 4.    Controls and Procedures.

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of the end of the period covered by this report.  This conclusion is based on an evaluation as required by Rule 13a-15(e) under the Exchange Act conducted under the supervision and participation of the principal executive officer and principal financial officer along with the Company’s management.  Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission (“SEC”) rules and regulations.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter to which this report relates that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

21

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

Reference is made to the legal proceedings reported under Note 7 “Commitments and Contingencies” of the condensed consolidated financial statements included in this Form 10-Q.

Item 1A. Risk Factors

Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity are described under “Risk Factors” in Item I of our Annual Report on Form 10-K for the year ended December 31, 2012. This information should be considered carefully, together with other information in this report and other reports and materials we file with the Securities and Exchange Commission.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

In January 2013, we issued an additional 13,000 shares of Series 4 Preferred to the lead arranger and administrative agent of our Amended and Restated Loan as consideration for amending and restating the loan agreement. The Series 4 Preferred has similar terms as the Company’s existing shares of Class A Convertible Participating Preferred Stock including a par value $0.01 per share and a purchase price $100 per share. However, the Series 4 Preferred has an initial conversion price of $10.00 per share (i.e., each share of Series 4 Stock will be initially convertible into 10 shares of Common Stock ($100/$10)).

The shares of Series 4 Preferred were issued as a private placement exempt from Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act and U.S. Securities and Exchange Commission (“Commission”) Rule 506 of Regulation D under the Securities Act.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

22

Item 6. Exhibits

Exhibit Number	Exhibit Description
2.1	First Amended Joint Plan of Reorganization of Tropicana Las Vegas Holdings, LLC and Certain of its Debtor Affiliates pursuant to Title 11 of the United States Code, 11 U.S.C. Section 101 et seq. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
3.1	Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
3.2	Bylaws of Tropicana Las Vegas Hotel and Casino, Inc. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
3.3	Certificate of Designations of Class A Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated as of August 12, 2009. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
3.4	Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. dated as of August 12, 2009. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)
3.5	Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. dated as of March 17, 2010. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)
3.6	Certificate of Designations of Class A Series 2 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated as of March 17, 2010. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)
3.7	Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc. dated as of April 28, 2011 (Included as exhibit 3.7 to the Registrant’s Form 8-K filed on May 3, 2011 and incorporated herein by reference)
3.8	Certificate of Designations of Class A Series 3 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated as of April 28, 2011 (Included as exhibit 3.8 to Form 8-K filed on May 3, 2011 and incorporated herein by reference)
3.9	Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc., dated November 1, 2012. (Incorporated herein by reference to the Company’s Form 8-K filed on November 8, 2012)
3.10	Certificate of Designations of Class A Series 4 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated November 1, 2012. (Incorporated herein by reference to the Company’s Form 8-K filed on November 8, 2012)
3.11	Amendment to Certificate of Incorporation of Tropicana Las Vegas Hotel and Casino, Inc., dated January 31, 2013. (Incorporated herein by reference to the Company’s Form 8-K filed on January 30, 2013)
3.12	Amended Certificate of Designations of Class A Series 4 Convertible Participating Preferred Stock of Tropicana Las Vegas Hotel and Casino, Inc. dated November 1, 2012. (Incorporated herein by reference to the Company’s Form 8-K filed on January 30, 2013)
4.1	Form of Tropicana Las Vegas, Inc. Common Share Certificate(Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
4.2	Warrant Agreement, dated July 1, 2009, for Warrant Issued to Tropicana Entertainment, LLC (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)
10.1	Stockholders’ Agreement, dated July 1, 2009, by and among Tropicana Las Vegas Hotel and Casino, Inc., and the stockholders listed on a schedule thereto and any stockholder or option holder who becomes a party thereto by joinder. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
10.2	Employment Agreement dated July 1, 2009 by and between Tropicana Las Vegas, Inc. and Alex Yemenidjian. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)
10.3	Employment Agreement dated October 1, 2010 by and between Tropicana Las Vegas, Inc. and Marie Ramsey. (Incorporated herein by reference to the Company’s Form 8-K dated December 2, 2010)

23

Exhibit Number Exhibit Description

10.4	Employment Agreement dated October 1, 2010 by and between Tropicana Las Vegas, Inc. and Joanne M. Beckett. (Incorporated herein by reference to the Company’s Form 8-K dated December 8, 2010)
10.5	Offer Letter dated December 4, 2009 by and between Tropicana Las Vegas, Inc. and Thomas McCartney. (Incorporated herein by reference to the Company’s Form 10-12G dated February 16, 2010)

10.6	Loan Agreement, dated March 17, 2010, among Tropicana Las Vegas, Inc., as the Borrower, Various Financial Institutions, as the Lenders, The Foothill Group, Inc., as Lead Arranger and Administrative Agent, and Wells Fargo Bank, N.A., as the Issuer. (Incorporated herein by reference to the Company’s Form 10-12G/A dated April 13, 2010)
10.7	Management Agreement, dated April 14, 2010, among Nikki Beach Las Vegas LLC, Tropicana Las Vegas, Inc. and Penrod Management Group, Inc. (Incorporated herein by reference to the Company’s Form 10-12G/A dated May 28, 2010)
10.8	Management Agreement, dated May 17, 2010, by and between Tropicana Las Vegas, Inc. and Trilliant Management, L.P. (Incorporated herein by reference to the Company’s Form 8-K dated May 21, 2010)
10.9	2010 Non-Employee Director Restricted Stock Plan (effective September 16, 2010), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement. (Incorporated herein by reference to the Company’s Form 8-K dated September 17, 2010)
10.10	First Amendment to Loan Agreement dated April 21, 2011, amending the Loan Agreement dated as of March 17, 2010 between the Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo, National Association, as the Administrative Agent for the Lenders (Included as Exhibit 10 to Form 8-K filed on April 28, 2011 and incorporated herein by reference).
10.11	Second Amendment to Loan Agreement dated August 26, 2011 and Limited Duration Waiver, amending the Loan Agreement dated as of March 17, 2010 between the Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo, National Association, as the Administrative Agent for the Lenders (Included as Exhibit 10 to Form 8-K filed on August 29, 2011 and incorporated herein by reference).
10.12	2011 Non-Employee Director Restricted Stock Plan (effective September 15, 2011), Form of Restricted Stock Grant Notice and Form of Restricted Stock Agreement (Included as Exhibit 10 to Form 8-K filed on September 16, 2011 and incorporated herein by reference).
10.13	Consulting Services Agreement, dated September 29, 2011, between Tropicana Las Vegas, Inc. and Mr. Michael A. Ribero (Included as Exhibit 10 to Form 8-K filed on October 3, 2011 and incorporated herein by reference).
10.14	Second Limited Duration Waiver dated November 2, 2011 amending the Loan Agreement dated as of March 17, 2010 between the Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo, National Association, as the Administrative Agent for the Lenders (Included as Exhibit 10 to Form 8-K filed on November 4, 2011 and incorporated herein by reference).
10.15	First Amendment to the Trademark Security Agreement (the “First Amendment”) dated November 9, 2011, amending the Trademark Security Agreement (dated as of May 14, 2010) that was executed in connection with the Loan Agreement dated as of March 17, 2010 (the “Loan Agreement”) between the Company, as borrower, and Wells Fargo Bank, National Association, as the administrative agent for the lenders (Included as Exhibit 10 to Form 8-K filed on November 11, 2011 and incorporated herein by reference).
10.16	Departure of Thomas McCartney dated October 10, 2011 and effective October 31, 2011 (Incorporated herein by reference to the Company’s Form 8-K filed on October 13, 2011).
10.17	Termination of the Management Agreement between Tropicana Las Vegas, Inc., Nikki Beach Las Vegas, LLC and Penrod Management Group, Inc. dated September 23, 2011 (Incorporated herein by reference to the Company’s Form 8-K filed on September 27, 2011).
10.18	Consulting Service Agreement, dated March 21, 2012 between Tropicana Las Vegas, Inc. and Mr. Michael A. Ribero (Incorporated herein by reference to the Company’s Form 8-K filed on March 22, 2012).

24

Exhibit Number	Exhibit Description
10.19	Third Amendment Loan Agreement, dated July 2, 2012 (amending the Loan Agreement, dated March 17, 2010), between Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo Principal Investments, LLC as a Lender and Wells Fargo National Association, as the Administrative Agent for the Lenders (Incorporated herein by reference to the Company’s Form 8-K filed on July 3, 2012).
10.20	Amendment and Restated Loan Agreement, dated December 21, 2012, between Tropicana Las Vegas, Inc., as the Borrower, and Wells Fargo Principal Investments, LLC as a Lender and Wells Fargo National Association, as the Administrative Agent for the Lender (Incorporated herein by reference to the Company’s Form 8-K filed on December 26, 2012).
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

*  Filed herewith.

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TROPICANA LAS VEGAS HOTEL AND CASINO, INC.
Date: May 6, 2013	By:	/s/ Alex Yemenidjian
		Alex Yemenidjian
		Chief Executive Officer and President
		(Principal Executive Officer)
Date: May 6, 2013	By:	/s/ Marie Ramsey
		Marie Ramsey
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

26