Pinnacle Entertainment (PNKZV) 10-Q/A 2010 Q2 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

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

For the quarterly period ended June 30, 2010

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: 001-13641

PINNACLE ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-3667491
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

8918 Spanish Ridge Avenue
Las Vegas, NV 89148
(Address of principal executive offices) (Zip Code)

(702) 541-7777
(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.YESþ NOo

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).YESþ NOo

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 filerþ	Accelerated filero	Non-accelerated filero	Smaller reporting companyo
		(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).YESo NOþ

As of the close of business on August 5, 2010, the number of outstanding shares of the registrant’s common stock was 61,061,597.

PINNACLE ENTERTAINMENT, INC.
EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q (this “Amendment No. 1”) for the quarterly period ended June 30, 2010 (the “Form 10-Q”) is to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 consists of the following materials from Pinnacle Entertainment, Inc.’s Form 10-Q for the quarterly period ended June 30, 2010, filed with the Securities and Exchange Commission on August 9, 2010 and as amended by this Amendment No. 1, formatted in XBRL (eXtensible Business Reporting Language):

(i) unaudited Condensed Consolidated Balance Sheets — June 30, 2010 and December 31, 2009;

(ii) unaudited Condensed Consolidated Statements of Operations — Three and Six Months Ended June 30, 2010 and 2009;

(iii) unaudited Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2010 and 2009; and

(iv) Notes to the unaudited Condensed Consolidated Financial Statements — June 30, 2010

In addition, this Amendment No. 1 is being filed to correct an inadvertent typographical error contained within the unaudited Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009 in the Form 10-Q. Specifically, the numbers contained in the line item for “Land and land improvements” as of June 30, 2010 and December 31, 2009 were inadvertently repeated in the subheading “Land, buildings, riverboats and equipment.” There should have been no numbers in the subheading line. All of the column totals were correct within the unaudited Condensed Consolidated Balance Sheets in the Form 10-Q as originally filed. The revised unaudited Condensed Consolidated Balance Sheets are on Page 4 of this Amendment No. 1. This Amendment No. 1 is as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date, and except as described above, no other changes have been made to the Form 10-Q.

PART I

Item 1.Financial Statements

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the three months						For the six months
	ended June 30,						ended June 30,
	2010			2009			2010			2009
	(in thousands, except per share data)
Revenues:
Gaming	$	236,098		$	217,398		$	466,864		$	440,689
Food and beverage		17,801			15,559			33,087			29,415
Lodging		10,233			9,952			18,631			18,223
Retail, entertainment and other		9,437			9,399			17,546			17,215
		273,569			252,308			536,128			505,542
Expenses and other costs:
Gaming		135,558			128,996			265,391			256,033
Food and beverage		18,137			14,847			33,845			28,761
Lodging		5,848			6,025			11,046			11,651
Retail, entertainment and other		5,841			5,495			10,409			9,749
General and administrative		60,895			55,450			115,484			109,608
Depreciation and amortization		29,345			24,834			55,234			49,566
Pre-opening and development costs		2,086			4,061			10,970			6,988
Impairment of indefinite-lived intangible assets		11,500			—			11,500			—
Impairment of land and construction costs		18,391			—			18,391			—
Write-downs, reserves and recoveries, net		1,657			304			(4,378	)		755
		289,258			240,012			527,892			473,111
Operating income (loss)		(15,689	)		12,296			8,236			32,431
Interest expense, net of capitalized interest		(27,417	)		(15,915	)		(48,369	)		(32,490	)
Gain on sale of equity securities		—			12,914			—			12,914
Loss on early extinguishment of debt		(434	)		—			(1,852	)		—
Other non-operating income		132			63			159			148
Income (loss) from continuing operations before income taxes		(43,408	)		9,358			(41,826	)		13,003
Income tax (expense) benefit		1,844			(382	)		2,051			(561	)
Income (loss) from continuing operations		(41,564	)		8,976			(39,775	)		12,442
Income (loss) from discontinued operations, net of income taxes		(7,750	)		(4,268	)		27,204			(6,803	)
Net income (loss)	$	(49,314	)	$	4,708		$	(12,571	)	$	5,639
Net income (loss) per common share—basic
Income (loss) from continuing operations	$	(0.68	)	$	0.15		$	(0.66	)	$	0.20
Income (loss) from discontinued operations, net of income taxes		(0.13	)		(0.07	)		0.45			(0.11	)
Net income (loss) per common share—basic	$	(0.81	)	$	0.08		$	(0.21	)	$	0.09
Net income (loss) per common share—diluted
Income (loss) from continuing operations	$	(0.68	)	$	0.15		$	(0.66	)	$	0.20
Income (loss) from discontinued operations, net of income taxes		(0.13	)		(0.07	)		0.45			(0.11	)
Net income (loss) per common share—diluted	$	(0.81	)	$	0.08		$	(0.21	)	$	0.09
Number of shares—basic		60,718			60,064			60,414			60,036
Number of shares—diluted		60,718			60,851			60,414			61,331

See accompanying notes to the unaudited Condensed Consolidated Financial Statements

3

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2010			December 31, 2009
	(Unaudited)
	(in thousands, except share data)
ASSETS
Current Assets:
Cash and cash equivalents	$	204,301		$	123,431
Accounts receivable, net of allowance for doubtful accounts of $10,318 and $12,556		24,852			13,756
Inventories		8,018			6,313
Prepaid expenses and other assets		21,064			15,412
Assets of discontinued operations held for sale		65,792			96,403
Total current assets		324,027			255,315
Restricted cash		6,612			7,149
Land, buildings, riverboats and equipment: (Note 1)
Land and land improvements		271,020			210,810
Buildings, riverboats and improvements		1,285,252			1,070,812
Furniture, fixtures and equipment		467,382			412,159
Construction in progress		10,789			304,353
		2,034,443			1,998,134
Less: accumulated depreciation		(546,419	)		(498,159	)
		1,488,024			1,499,975
Assets held for sale		—			1,661
Goodwill		16,742			16,742
Intangible assets, net (Note 1)		18,516			30,017
Other assets, net		73,102			29,620
Deferred taxes- non current		3,377			3,377
Total assets	$	1,930,400		$	1,843,856
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	46,971		$	71,987
Accrued interest		22,659			21,267
Accrued compensation		40,263			41,077
Accrued taxes		21,560			17,217
Other accrued liabilities		55,060			49,922
Deferred income taxes		1,274			1,274
Current portion of long-term debt (Note 2)		92			88
Liabilities of discontinued operations held for sale		13,734			36,754
Total current liabilities		201,613			239,586
Long-term debt less current portion (Note 2)		1,176,032			1,063,283
Other long-term liabilities		42,252			46,578
Total liabilities		1,419,897			1,349,447
Commitments and contingencies (Note 7)
Stockholders’ Equity
Preferred stock—$1.00 par value, 250,000 shares authorized, none issued or outstanding		—			—
Common stock—$0.10 par value, 61,061,097 and 60,079,686 shares outstanding, net of treasury shares		6,307			6,209
Additional paid in capital		1,025,478			1,014,233
Retained deficit		(500,950	)		(488,379	)
Accumulated other comprehensive loss		(242	)		(17,564	)
Treasury stock, at cost, for both periods 2,008,986 of treasury shares		(20,090	)		(20,090	)
Total stockholders’ equity		510,503			494,409
	$	1,930,400		$	1,843,856

See accompanying notes to the unaudited Condensed Consolidated Financial Statements

4

PINNACLE ENTERTAINMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	For the six months
	ended June 30,
	2010			2009
	(in thousands)
Cash flows from operating activities:
Net income (loss)	$	(12,571	)	$	5,639
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		56,950			52,386
Loss on disposal of assets		1,669			345
Impairment of indefinite-lived intangible assets		11,500			—
Impairment of land and construction costs		18,391			—
Impairment of buildings, riverboats, and equipment		3,435			346
Gain on sale of equity securities		—			(12,914	)
Provision for bad debts		447			1,410
Amortization of debt issuance costs		3,552			2,302
Share-based compensation expense		3,523			7,694
Change in accrued taxes		5,282			4,789
Changes in operating assets and liabilities:
Receivables		304			1,083
Prepaid expenses and other		(7,976	)		(10,209	)
Other long-term assets		(7,184	)		1,880
Accounts payable		(14,334	)		(5,125	)
Accrued compensation		222			(770	)
Accrued interest		1,392			(40	)
Other accrued liabilities		4,650			(1,103	)
Other long-term liabilities		(19,335	)		242
Net cash provided by operating activities		49,917			47,955
Cash flows from investing activities:
Capital expenditures		(93,417	)		(84,193	)
Change in restricted cash		790			(235	)
Proceeds from sale of equity securities		—			23,674
Proceeds from sale of property and equipment		13,595			368
Baton Rouge escrow deposit		(25,000	)		—
Net proceeds from sale of discontinued operations		25,094			—
Net cash used in investing activities		(78,938	)		(60,386	)
Cash flows from financing activities:
Borrowings under credit facility		165,379			57,225
Repayments under credit facility		(202,298	)		(25,991	)
Proceeds from issuance of 8.75% Notes		350,000			—
Repayment of 8.25% Notes		(200,000	)		—
Payments on other secured and unsecured notes payable		(9	)		(44	)
Proceeds from common stock options exercised		6,519			455
Proceeds from issuance of common stock		1,166			—
Debt issuance and other financing costs		(15,005	)		(605	)
Net cash provided by financing activities		105,752			31,040
Effect of exchange rate changes on cash and cash equivalents		(379	)		(302	)
Increase in cash and cash equivalents		76,352			18,307
Cash and cash equivalents at the beginning of the period		129,576			115,712
Cash and cash equivalents at the end of the period	$	205,928		$	134,019
Supplemental Cash Flow Information:
Cash paid for interest, net of amounts capitalized	$	43,455		$	30,500
Cash payments related to income taxes, net		2,929			1,350
Increase (decrease) in construction related deposits and liabilities		(15,608	)		9,942

See accompanying notes to the unaudited Condensed Consolidated Financial Statements

5

PINNACLE ENTERTAINMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1—Summary of Significant Accounting Policies

Basis of Presentation and OrganizationPinnacle Entertainment, Inc. (“Pinnacle”) is an owner, operator and developer of casinos and related hospitality and entertainment facilities. We operate casinos located in southeastern Indiana (“Belterra Casino Resort”); Lake Charles, New Orleans and Bossier City, Louisiana (“L’Auberge du Lac,” “Boomtown New Orleans” and “Boomtown Bossier City,” respectively); Reno, Nevada (“Boomtown Reno”) and St. Louis, Missouri (“River City Casino” and “Lumière Place Casino and Hotels”). We view each property as an operating segment, with the exception of our properties located in St. Louis, Missouri, which are aggregated into the “St. Louis” reporting segment. References in these footnotes to “Pinnacle,” the “Company,” “we,” “our” or “us” refer to Pinnacle Entertainment, Inc. and its subsidiaries, except where stated or the context otherwise indicates.

In the first quarter of 2010, we made the decision to sell our Argentina operations and our Atlantic City entities. On June 30, 2010, we completed the sale of our Argentina operations. In addition, on June 24, 2010, we closed our President Casino located in St. Louis, Missouri. We have classified the related assets and liabilities for all of these operations as held for sale in our unaudited Condensed Consolidated Balance Sheets and have included the results in discontinued operations. For further information, see Note 6, Discontinued Operations.

We are also developing a casino-hotel in Baton Rouge, Louisiana, which is subject to various regulatory approvals.

Principles of ConsolidationThe accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions of the Securities and Exchange Commission (“SEC”) to the Quarterly Report on Form 10-Q and, therefore, do not include all information and notes necessary for complete financial statements in conformity with the instructions for generally accepted accounting principles (“GAAP”) in the United States. The results for the periods indicated are unaudited, but reflect all adjustments that management considers necessary for a fair presentation of operating results. The unaudited Condensed Consolidated Financial Statements include the accounts of Pinnacle Entertainment, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The results of operations for interim periods are not indicative of a full year of operations. These unaudited Condensed Consolidated Financial Statements and notes thereto should be read in conjunction with the Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2009 and our Current Report on Form 8-K filed on June 21, 2010, including Exhibit 99.1 which was filed to update the historical financial statements included in the Company’s Form 10-K to reflect its Casino Magic Argentina operations and Atlantic City operations and related assets as held for sale for the year ended December 31, 2009 and the results of those operations as discontinued operations for all periods presented.

Use of EstimatesThe preparation of unaudited Condensed Consolidated Financial Statements in conformity with accounting principles used in the United States requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and (iii) the reported amounts of revenues and expenses during the reporting period. Estimates used by us include, among other things, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, estimated income tax provisions, the evaluation of the future realization of deferred tax assets, determining the adequacy of reserves for self-insured liabilities and mychoicecustomer rewards programs, estimated cash flows in assessing the recoverability of long-lived assets, asset impairments, goodwill and intangible assets, contingencies and litigation, and estimates of the forfeiture rate and expected life of share-based awards and stock price volatility when computing share-based compensation expense. Actual results may differ from those estimates.

Fair ValueEffective January 1, 2008, we adopted the authoritative guidance for fair value measurements, which guidance provides companies the option to measure certain financial assets and liabilities at fair value with changes in fair value recognized in earnings each period. We have elected not to measure any financial assets and liabilities at fair value that were not previously required to be measured at fair value.

6

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.

• Level 3: Unobservable inputs that are not corroborated by market data.

We measure our liability for deferred compensation on a recurring basis. As of June 30, 2010, the liability has a balance of $1.7 million and was valued using Level 1 inputs.

Land, Buildings, Riverboats and EquipmentLand, buildings, riverboats and equipment are stated at cost. Land includes land not currently being used in our operations, which totaled $45.3 million at both June 30, 2010 and December 31, 2009. We capitalize the costs of improvements that extend the life of the asset. Construction in progress at June 30, 2010 relates primarily to our Baton Rouge project. Interest expense is capitalized on internally constructed assets at our overall weighted average cost of borrowing.

	For the three months ended				For the six months ended
	June 30,				June 30,
	2010		2009		2010		2009
	(in millions)
Depreciation expense	$	29.3	$	24.8	$	55.2	$	49.6
Capitalized interest	$	—	$	2.7	$	3.5	$	4.9

In April 2010, we cancelled our planned $305 million Sugarcane Bay project in Lake Charles, Louisiana and surrendered the related gaming license to the Louisiana Gaming Control Board. In connection with this decision, we recorded an impairment charge of $18.4 million during the second quarter of 2010, which includes all previously capitalized construction in progress and costs to terminate the construction contract with the general contractor. We expect to incur additional contract termination costs, which amounts are not determinable as of June 30, 2010, as we are still negotiating these amounts.

Goodwill and Other Intangible AssetsGoodwill and other indefinite-lived intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a fair-value-based test. There were no impairments to goodwill during the three and six months ended June 30, 2010 and 2009, respectively.

As the result of the cancellation of our planned $305 million Sugarcane Bay project in Lake Charles, Louisiana we surrendered the related gaming license to the Louisiana Gaming Control Board. In connection with this decision, we fully impaired our gaming license by $11.5 million during the second quarter of 2010, which amount comprises impairment of indefinite-lived intangible assets in the unaudited Condensed Consolidated Statements of Operations.

7

Gaming TaxesWe are subject to taxes based on gross gaming revenues in the jurisdictions in which we operate, subject to applicable jurisdictional adjustments. These gaming taxes are an assessment of our gaming revenues and are recorded as a gaming expense in the unaudited Condensed Consolidated Statements of Operations.

	For the three months ended				For the six months ended
	June 30,				June 30,
	2010		2009		2010		2009
	(in millions)
Gaming taxes	$	71.0	$	64.8	$	139.0	$	131.0

Pre-opening and Development CostsPre-opening and development costs are expensed as incurred, consistent with authoritative guidance. For the three and six months ended June 30, 2010 and 2009, they consist of the following:

	For the three months ended				For the six months ended
	June 30,				June 30,
	2010		2009		2010		2009
	(in millions)
River City (a)	$	1.2	$	1.6	$	9.4	$	2.8
Baton Rouge		0.2		1.6		0.4		2.7
Sugarcane Bay (b)		0.6		0.6		1.1		1.2
Other		0.1		0.2		0.1		0.3
Total pre-opening and development costs	$	2.1	$	4.0	$	11.0	$	7.0

(a)	Pre-opening expenses include $0.7 million for non-cash straight-lined rent accruals under a lease agreement for the six months ended June 30, 2010, and there were no rent accrual charges in the three months ended June 30, 2010, as River City opened in March 2010. Non-cash straight-lined rent accruals were $1.0 million and $1.9 million for three and six months ended June 30, 2009, respectively.
(b)	Sugarcane Bay development expenses are costs associated with the process of ending the project.

Comprehensive IncomeOur comprehensive income is as follows:

	For the three months ended						For the six months ended
	June 30,						June 30,
	2010			2009			2010			2009
	(in millions)
Net income (loss)	$	(49.3	)	$	4.7		$	(12.6	)	$	5.6
Post-retirement plan benefit obligation, net of income taxes (a)		0.1			—			0.2			0.8
Foreign currency translation gain (loss) (b)		17.4			(0.4	)		17.1			(2.1	)
Comprehensive income (loss)	$	(31.8	)	$	4.3		$	4.7		$	4.3

(a)	Included in the balance are benefit obligations related to both the executive deferred compensation plan and directors’ health and medical plan.
(b)	On June 30, 2010, we completed the sale of our Argentina operations.

Earnings per ShareDiluted earnings per share assume exercise of in-the-money stock options (those options with exercise prices at or below the weighted average market price for the periods presented) outstanding at the beginning of the period or at the date of issuance. We calculate the effect of dilutive securities using the treasury stock method. As of June 30, 2010 and 2009, our share-based awards issued under our stock option plans consisted primarily of common stock option grants.

8

ReclassificationDuring the quarter, we reclassified $1.0 million from assets held for sale as of December 31, 2009 to assets of discontinued operations held for sale, to conform to the current year presentation. This reclassification had no effect on net income as previously reported.

Recently Issued Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (the “FASB”) issued new authoritative guidance regarding disclosures about fair value measurements. An entity is now required to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements, and describe the reasons for the transfers and additional disclosure is required regarding purchases, sales, issuances and settlements of Level 3 measurements. The guidance is effective for interim and annual periods beginning after December 15, 2009, except for the additional disclosure of Level 3 measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance did not have, and is not expected to have, a material effect on our unaudited Condensed Consolidated Financial Statements.

In April 2010, the FASB issued authoritative accounting guidance for companies that generate revenue from gaming activities that involve base jackpots, which requires companies to accrue for a liability at the time the company has the obligation to pay the jackpot and record such obligation as a reduction of gaming revenue accordingly. The guidance is effective for interim and annual reporting periods beginning on or after December 15, 2010. We are still assessing the impact this guidance will have on our unaudited Condensed Consolidated Financial Statements.

A variety of proposed or otherwise potential accounting standards are currently under review and study 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 any such proposed or revised standards would have on our unaudited Condensed Consolidated Financial Statements.

Note 2—Long-Term Debt

Long-term debt at June 30, 2010 and December 31, 2009 consists of the following:

	June 30,			December 31,
	2010			2009
	(in millions)
Senior Secured Credit Facility	$	—		$	36.9
8.625% Senior Notes due 2017		444.2			443.9
8.25% Senior Subordinated Notes due 2012		—			200.9
7.50% Senior Subordinated Notes due 2015		381.1			380.8
8.75% Senior Subordinated Notes due 2020		350.0			—
Other secured and unsecured notes payable		0.8			0.9
		1,176.1			1,063.4
Less current maturities		(0.1	)		(0.1	)
	$	1,176.0		$	1,063.3

Senior Secured Credit Facility:On February 5, 2010, we entered into an amended and restated credit agreement for a $375 million revolving credit facility (the “Credit Facility”), which matures on March 31, 2014. As of June 30, 2010, we had no borrowings outstanding under the Credit Facility, and had $9.6 million committed under letters of credit for various self-insurance programs.

The Credit Facility has, among other things, restrictive financial covenants and capital spending limits and other affirmative and negative covenants. In April 2010, we modified certain covenants of our Credit Facility. Previously, there was a provision in the Credit Facility that we could not spend more than $25 million in construction and development costs on the Baton Rouge project after January 1, 2010 unless we had received at least $100 million in the aggregate from permitted sales or other dispositions of assets (including receipt of insurance proceeds), cash tax refunds, litigation settlements, and/or gross proceeds received by us from the issuance and sale of non-debt capital, and/or dividends and distributions received from unrestricted subsidiaries net of investments made after January 1, 2010 in such unrestricted subsidiaries that have not been charged to an investment basket. In the modification to our Credit Facility, this amount was reduced from $100 million in the aggregate to $40 million, and we have the funds available to meet this requirement.

9

Loss on Early Extinguishment of Debt:During the six months ended June 30, 2010, we incurred a loss on early extinguishment of debt of $1.9 million related to the write off of unamortized debt issuance costs related to the modification of our Credit Facility and the early retirement of our 8.25% Senior Subordinated Notes due 2012 (the “8.25% Notes”).

8.75% Senior Subordinated Notes due 2020: On May 6, 2010, we closed an offering of $350 million in aggregate principal amount of new 8.75% senior subordinated notes due 2020 (the “8.75% Notes”). The 8.75% Notes were issued in a private offering conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, at a price equal to par. Net of the initial purchasers’ fees and various costs and expenses, net proceeds from the offering were approximately $341.5 million. Using the net proceeds, we redeemed all of our then existing 8.25% Notes, of which $200 million in aggregate principal amount was outstanding, and repaid $80 million in revolving credit borrowings under the Credit Facility. The remaining net proceeds from the offering are expected to be used for general corporate purposes, including the funding of our Baton Rouge project.

Interest expense, net of capitalized interestwas as follows:

	For the three months ended					For the six months ended
	June 30,					June 30,
	2010		2009			2010			2009
	(in millions)
Interest expense before capitalization of interest	$	27.4	$	18.6		$	51.9		$	37.4
Less: capitalized interest		—		(2.7	)		(3.5	)		(4.9	)
Total interest expense, net of capitalized interest	$	27.4	$	15.9		$	48.4		$	32.5

The increase in interest expense before capitalized interest for the three and six months ended June 30, 2010 from the same 2009 period was due to the replacement of less expensive revolver borrowings with new, long-term notes. We believe the longer maturity, fixed interest rate and less-restrictive covenants of the new long-term notes warranted the higher interest rate. The decrease in capitalized interest was due to the opening of our River City project in March 2010. We stopped capitalizing interest on our River City project upon its opening.

Note 3—Income Taxes

Our effective income tax rate for continuing operations for the three and six months ended June 30, 2010 was 4.3% and 4.9%, respectively, as compared to 4.1% and 4.3% for the same periods last year. Our effective tax rates in 2010 differ from the statutory rate due to the effects of permanent items, the recording of a valuation allowance against a portion of our deferred tax assets generated in the current year, and the recording of a reserve for unrecognized tax benefits. It is reasonably possible that the total amount of unrecognized tax benefits may decrease by approximately $1.0 million to $3.0 million during the next twelve months.

Note 4—Employee Benefit and Other Plans

Share-based Compensation:As of June 30, 2010, we had approximately 6.3 million share-based awards issued, 263,500 of which are restricted stock awards and the rest of which are common stock options, and approximately 2.2 million share-based awards available for grant.

Pursuant to authoritative guidance, we recorded share-based compensation expense as follows:

	For the three months ended				For the six months ended
	June 30,				June 30,
	2010		2009		2010		2009
	(in millions)
Share-based compensation expense	$	2.1	$	5.3	$	3.5	$	7.5

10

Theoretical compensation costs not yet amortized related to stock options granted totaled approximately $21.1 million and $19.4 million at June 30, 2010 and 2009, respectively, and the weighted average period over which the costs are expected to be recognized is approximately three years.

The aggregate amount of cash we received from the exercise of stock options was as follows. The associated shares were newly issued common stock.

	For the three months ended				For the six months ended
	June 30,				June 30,
	2010		2009		2010		2009
	(in millions)
Cash received from exercise of stock options	$	6.5	$	0.1	$	6.5	$	0.5

The following table summarizes information related to our common stock options under our stock option plans:

	Number of			Weighted Average
	Stock Options			Exercise Price
Options outstanding at January 1, 2010		6,342,007		$	14.56
Granted		1,523,000		$	9.37
Exercised		(846,411	)	$	7.80
Cancelled, Forfeited		(727,158	)	$	18.65
Options outstanding at June 30, 2010		6,291,438		$	13.74
Vested or expected to vest at a point in the future as of June 30, 2010		6,092,502
Options exercisable at June 30, 2010		3,951,013		$	14.79
Weighted-average value per granted option calculated using the Black-Scholes option-pricing model for options granted during the six months ended June 30, 2010	$	5.74

Note 5—Write-downs, reserves and recoveries, net

Write-downs, reserves and recoveries, net consist of the following:

	For the three months ended				For the six months ended
	June 30,				June 30,
	2010		2009		2010			2009
	(in millions)
Impairment of assets	$	0.5	$	0.2	$	0.5		$	0.4
Loss on disposal of assets		1.2		0.1		1.6			0.4
Legal settlement recoveries		—		—		(6.5	)		—
Write-downs, reserves and recoveries, net	$	1.7	$	0.3	$	(4.4	)	$	0.8

Impairment of assets:In July 2006, we sold land to Cabela’s Retail, Inc. for the construction of a branded sporting goods store. Cabela’s Retail, Inc. financed its retail store construction and certain road access improvements that also benefited our Boomtown Reno property through the issuance of sales tax increment bonds through local or state governmental authorities. In April 2010, we purchased $5.3 million face amount of these bonds from Cabela’s Retail, Inc. for $5.0 million. During the quarter ended June 30, 2010, we recorded an impairment of $0.2 million related to these bonds.

We impaired the fair value of leasehold improvements related to vacated office space by $0.3 million during the quarter ended June 30, 2010.

Loss on disposal of assets: During the six months ended June 30, 2010, we sold our corporate jet, two seaplanes, a warehouse and slot equipment at our properties for a net loss of $1.6 million. During the six months ended June 30, 2009, we sold slot equipment for a loss of $0.4 million.

11

Legal settlement recoveries: In March 2010, we received a $6.5 million legal settlement related to the recovery of legal fees.

Note 6—Discontinued Operations

Discontinued operations as of June 30, 2010 consist of our former Casino Magic Argentina operations, the Atlantic City operations, the former President Casino operations, former Casino Magic Biloxi operations and former operations at The Casino at Emerald Bay in The Bahamas.

Casino Magic Argentina: On April 29, 2010, we entered into an agreement to sell our Argentina operations. We had previously reflected the business as a discontinued operation and the related assets and liabilities as held for sale. On June 30, 2010, we completed the sale of our Argentina operations for approximately $40 million and recognized a loss on disposal of approximately $0.2 million, which amount has been included in income (loss) from discontinued operations, net of income taxes, in the unaudited Condensed Consolidated Statements of Operations.

Atlantic City: In the first quarter of 2010, we made the decision to sell our Atlantic City operations. We have reflected our Atlantic City entities as discontinued operations and the related assets and liabilities as held for sale.

President Casino: On March 10, 2010, we reached a settlement agreement with the Missouri Gaming Commission (“MGC”) to close the President Casino. The property closed on June 24, 2010, and as such, is considered a discontinued operation. In connection with the closure, we expect to incur costs associated with the removal and disposal of The Admiral Riverboat, on which the President Casino resides. However, at this time the amount of costs to be incurred cannot be reasonably estimated and no accrual has been booked as of June 30, 2010. In addition, as part of our removal process, we are required to perform certain tests on all underground and above ground storage tanks to ensure the area complies with environmental standards. We may incur additional costs to remove or repair any tanks that fail such tests.

Casino Magic Biloxi: Casino Magic Biloxi closed after significant damage from Hurricane Katrina in 2005. In February 2010, we settled all remaining insurance claims in exchange for a final payment of approximately $23.4 million. We have received payments totaling approximately $215 million from our insurers related to this asset. Prior insurance advances that exceeded the book value of destroyed assets and certain insured expenses were recorded as a deferred gain of $18.3 million. As a result of this final settlement, we recognized this deferred gain in February 2010 in addition to the gain associated with the proceeds.

The Casino at Emerald Bay: The Casino at Emerald Bay in The Bahamas was closed during the first quarter of 2009. We are actively marketing one remaining asset associated with our former Bahamas operation; however, events and circumstances beyond our control have extended the period to complete the sale of this asset beyond a year. The operation continues to be classified as a discontinued operation and the related assets of discontinued operations held for sale.

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Revenue, expense and net income for entities and operations included in discontinued operations are summarized as follows:

	For the three months ended						For the six months ended
	June 30,						June 30,
	2010			2009			2010			2009
	(in millions)
Revenues	$	13.5		$	13.9		$	28.5		$	29.7
Operating loss		(3.9	)		(2.0	)		(9.7	)		(3.7	)
Non-operating income (loss)		(0.2	)		(0.2	)		41.5			(0.2	)
Income (loss) before income taxes		(4.1	)		(2.2	)		31.8			(3.9	)
Income tax expense		(3.7	)		(2.1	)		(4.6	)		(2.9	)
Income (loss) from discontinued operations	$	(7.8	)	$	(4.3	)	$	27.2		$	(6.8	)

Net assets for entities and operations included in discontinued operations are summarized as follows:

	June 30,		December 31,
	2010		2009
	(in millions)
Assets:
Land, buildings, riverboats and equipment, net	$	38.4	$	57.4
Other assets, net		27.4		39.0
	$	65.8	$	96.4
Liabilities:
Accounts payable and other accrued liabilities	$	13.4	$	17.4
Long term liabilities		0.3		19.3
		13.7		36.7
Net Assets	$	52.1	$	59.7

Note 7—Commitments and Contingencies

Redevelopment Agreement for Lumière Place:In connection with our Lumière Place project, we have a redevelopment agreement which, among other things, commits us to oversee the investment of $50.0 million in residential housing, retail or mixed-use developments in the City of St. Louis within five years of the opening of the Lumière Place Casino and Hotels. Such investment can be made with partners and partner contributions and project debt financing, all of which count toward the $50.0 million investment commitment. We are also obligated to pay an annual fee of $1.0 million to the City of St. Louis beginning after our River City project opens. The redevelopment agreement also contains certain contingent payments in the event of certain defaults. If we and any development partners collectively fail to invest $50.0 million in residential housing, retail, or mixed-use developments within five years of the opening of the casino and hotel, we would be obligated to pay an additional annual service fee of $1.0 million in Year Six, $2.0 million in Years Seven and Eight, and $2.0 million annually thereafter, adjusted by the change in the consumer price index.

Guaranteed Maximum Price Agreement for River City:On August 8, 2008, we entered into an Agreement for Guaranteed Maximum Price Construction Services with a general contractor for the construction of our River City project. Among other things, the Agreement establishes that the contractor will complete the construction of the casino for a maximum price of approximately $149 million, plus approved change orders. River City opened on March 4, 2010. We agreed to pay the contractor $152 million, of which approximately $10.0 million was outstanding as of June 30, 2010, which amount was paid subsequent to quarter end.

13

Lease and Development Agreement for River City: In connection with our River City project, we have a lease and development agreement with the St. Louis County Port Authority which, among other things, commits us to lease 56 acres for 99 years (not including certain termination provisions). We are required to invest a minimum of $375 million to: (a) construct a gaming and multi-use facility, which opened on March 4, 2010; (b) perform environmental remediation on the site of the project, which remediation has been completed; (c) contribute $5.1 million for the construction of community and recreational facilities, which amount has been paid; (d) develop and construct a hatch shell on the adjoining property within eighteen months of March 4, 2010; and (e) construct a roadway into the project, which construction is complete. We are required to pay rent in the amount of $2.5 million from May 1, 2009 to March 31, 2010, which amount has been paid. From April 1, 2010 through the expiration of the term of the lease and development agreement, we are required to pay to St. Louis County as annual rent the greater of (a) $4.0 million, or (b) 2.5% of annual adjusted gross receipts, as that term is defined in the lease and development agreement. We are also required to invest at least an additional $75 million into a second phase that would include a hotel with a minimum of 100 guestrooms and other amenities, to be mutually agreed upon by us and St. Louis County. The second phase must be opened within three years of March 4, 2010. In each of the five subsequent years that the second phase is not opened, the amount of liquidated damages begins at $2.0 million for the first year and increases by $1.0 million each subsequent year: hence, $3.0 million in Year Two, $4.0 million in Year Three, $5.0 million in Year Four and $6.0 million in Year Five. As a result, the maximum amount of such liquidated damages that we would have to pay if the second phase is not completed is $20.0 million.

Self-Insurance:We self-insure various levels of general liability, workers’ compensation and medical coverage. Insurance reserves include accruals for estimated settlements for known claims, as well as accruals for estimates of claims not yet made, which are included in “Accrued compensation” and “Other accrued liabilities” on the unaudited Condensed Consolidated Balance Sheets.

Legal

Jebaco Litigation:On August 9, 2006, Jebaco, Inc. (“Jebaco”) filed suit in the U.S. District Court for the Eastern District of Louisiana against Harrah’s Operating Co., Inc., Harrah’s Lake Charles, LLC, Harrah’s Star Partnership, Players LC, LLC, Players Riverboat Management, LLC, Players Riverboat II, LLC, and Pinnacle Entertainment, Inc. The lawsuit arises out of an agreement between Jebaco and Harrah’s (as successor in interest to the various Players defendants) whereby Harrah’s was obligated to pay Jebaco a fee based on the number of patrons entering Harrah’s two Lake Charles, Louisiana riverboat casinos. In November 2006, we acquired the Harrah’s Lake Charles subsidiaries, including the two riverboats. The lawsuit filed by Jebaco asserts that Harrah’s, in ceasing gaming operations in Lake Charles and ceasing payments to Jebaco, breached its contractual obligations to Jebaco and asserts damages of approximately $34.0 million. Jebaco also asserts that our agreement with Harrah’s violates state and federal antitrust laws. The lawsuit seeks antitrust damages jointly and severally against both us and Harrah’s and seeks a trebling of the $34.0 million in damages Jebaco alleges it has suffered. The defendants answered the complaint, denying all claims and asserting that the lawsuit is barred, among other reasons, because of the approval of our transaction with Harrah’s by the Louisiana Gaming Control Board and the lack of antitrust injury to Jebaco. In January 2007, all of the defendants moved to dismiss all of the claims of the complaint, which motions were heard on July 18, 2007. The motions to dismiss were granted with prejudice as to the federal antitrust claims and the state-law claims were dismissed without prejudice. Judgment of dismissal was entered on March 5, 2008. Jebaco appealed the dismissal of the federal antitrust claims to the U.S. Court of Appeals for the Fifth Circuit. Further, on March 13, 2008, Jebaco filed a new lawsuit against the same parties in the Louisiana district civil court for Orleans Parish. This lawsuit seeks unspecified damages arising out of the same circumstances as the federal lawsuit based on claims for breach of the duty of good faith, negligent breach of contract, breach of contract, unfair trade practices, unjust enrichment, and subrogation to Harrah’s insurance proceeds. In May 2009, the Louisiana district civil court extended the stay of the state case indefinitely pending the decision of the Fifth Circuit on Jebaco’s appeal. On October 30, 2009, the Fifth Circuit affirmed the district court’s dismissal of the federal antitrust claims. Jebaco has not yet indicated if it intends to appeal the Fifth Circuit decision. We moved for dismissal of the state-court claims. On January 29, 2010, the state court judge dismissed Jebaco’s complaint in its entirety. On April 16, 2010, Jebaco moved the district civil court for leave to appeal the dismissal of its claims. On April 23, 2010, the district court granted Jebaco’s motion for an order of appeal.

14

Madison House Litigation:On December 23, 2008, Madison House Group, L.P. (“Madison House”) filed suit in Superior Court of New Jersey, Chancery Division, Atlantic County against the Company, ACE Gaming, LLC (“ACE”, a wholly owned subsidiary of the Company), and one other defendant. We acquired ACE as part of our acquisition of the entities owning the former Sands Hotel & Casino (the “Sands”) in Atlantic City, New Jersey in November 2006. The lawsuit arises out of a lease dated December 18, 2000 between Madison House as landlord and ACE as tenant for the Madison House hotel in Atlantic City, New Jersey. The lawsuit alleges in part that ACE breached certain obligations under the lease, including, among other things, failure to operate and maintain the hotel as required by the lease, which was alleged to have resulted in substantial damages to the hotel. The lawsuit further alleges that the Company, as the ultimate parent entity of ACE, should be jointly and severally liable with ACE for the damages sought, and separately alleges independent actions against the Company as described more fully in the lawsuit. The lawsuit seeks specific performance of ACE’s obligations under the lease, including restoration of the hotel, as well as unspecified compensatory and exemplary damages, and attorneys’ fees, against the Company and ACE. ACE continues to make its payment obligations under the lease, which expires in December 2012.

On March 17, 2010, Madison House moved to dismiss its Complaint and ACE’s Counterclaim without prejudice, which motion was heard on April 28, 2010. The Court ruled that it was granting the motion to dismiss Madison House’s Complaint, without prejudice, but that it was denying the motion to dismiss ACE’s Counterclaim. The Court also ruled that the case would be moved from the Chancery Division to the Law Division. While the Company cannot predict the outcome of this litigation, it intends to pursue its Counterclaim vigorously.

Collective Bargaining Agreements:On May 17, 2006, we entered into a Memorandum of Agreement (the “MOA”) with Unite HERE Local 74 (“Union”) commensurate with our obligations under a development agreement with the City of St. Louis that, among other things, provided union access to certain employees (“bargaining unit employees”) employed at our Lumière Place facility should the Union manifest its intent to organize those employees. Additionally, the MOA provided that we would recognize the Union as the exclusive bargaining representative of the bargaining unit employees if a majority of the employees (verified by a neutral arbitrator) indicated their desire to be represented by the Union by signing an authorization card.

On November 20, 2008, an arbitrator conducted a review of the authorization cards submitted by the Union and determined that a majority of the bargaining unit employees had indicated their desire to be represented by the Union. Consistent with the MOA, we recognized the Union as the exclusive bargaining representative for the bargaining unit employees. We met with the Union three times to negotiate a collective bargaining agreement; the last meeting was on February 18, 2009.

During March and April 2009, we received competing claims from three unions, each claiming to be the exclusive collective bargaining representative of our St. Louis employees, including a claim from one union that they were the successor to the Union. In response to the competing claims for recognition, we withdrew recognition from the Union because of a lack of continuity of representation. In May 2009, we notified the Union that the collective bargaining agreement for HoteLumière was no longer in effect and that the collective bargaining agreement for the President Casino was being terminated. In May 2009, one of the unions claiming to be the successor to the Union filed unfair labor practice charges with the National Labor Relations Board (“NLRB”) alleging, among other things, that we refused to bargain in good faith by refusing to engage in collective bargaining negotiations, by refusing to negotiate over the discharge of employees, and by withdrawing recognition and abrogating the terms and conditions of employment. The NLRB dismissed the charge filed against HoteLumière.

In October 2009, the Union again changed its affiliation, and again requested recognition, which was denied. In December 2009, the Union filed charges with the NLRB alleging that Lumière Place and President Casino acted unlawfully when they refused to recognize and deal with the Union. In January 2010, the NLRB issued a Complaint and Notice of Hearing against Lumière Place and President Casino.

On April 13, 2010, following the resolution of the competing claims for recognition, Lumière Place and President Casino agreed to settle the NLRB matters by, among other things, agreeing to recognize the Union as the bargaining representative of bargaining units of Lumière Place and President Casino employees, bargaining with the Union upon request, and recognizing the validity of the collective bargaining agreement between President Casino and the Union. The settlement agreements with the NLRB specifically provide that neither Lumière Place nor President Casino admit to having violated the National Labor Relations Act. Pursuant to the settlement agreements, we have commenced bargaining in good faith with the Union.

15

Indiana Tax Dispute: In 2008, the Indiana Department of Revenue (“IDR”) commenced an income tax examination of the Company’s Indiana income tax filings for the 2005 to 2007 period. During June of 2009, the Company received an informal notification from the field agent for the IDR challenging whether income and gain from certain asset sales, including the sale of the Hollywood Park Racetrack in 1999, and other transactions outside of Indiana, such as the Aztar merger termination fee in 2006, which we reported on our Indiana state tax returns for the years 2000 through 2007, resulted in business income subject to apportionment, and proposed a potential assessment of approximately $11 million, excluding interest and penalties, of additional Indiana income taxes. During the fourth quarter of 2009, the Company submitted additional information to the IDR for consideration. On February 9, 2010, the Company received a revised proposed assessment in the amount of $7.3 million, excluding interest and penalties of $2.3 million. On March 17, 2010, the Company timely filed a protest with the IDR requesting abatement of all tax, interest and penalties.

Other:We are a party to a number of other pending legal proceedings. Management does not expect that the outcome of such proceedings, either individually or in the aggregate, will have a material effect on our financial position, cash flows or results of operations.

Note 8—Consolidating Condensed Financial Information

Our subsidiaries (excluding a subsidiary with approximately $10.5 million in cash and cash equivalents as of June 30, 2010; a subsidiary with approximately $66.3 million in cash and cash equivalents as of June 30, 2010; and certain non-material subsidiaries) have fully and unconditionally and jointly and severally guaranteed the payment of all obligations under the 7.50% Notes, 8.625% Notes and 8.75% Notes, as well as our Credit Facility. Our Atlantic City entities do not guarantee our Credit Facility. Separate financial statements and other disclosures regarding the subsidiary guarantors are not included herein because management has determined that such information is not material to investors. In lieu thereof, we include the following:

16

							100% Owned			Consolidating			Pinnacle
	Pinnacle			100% Owned			Non-			and			Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating			Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
For the three months ended June 30, 2010
Statement of Operations
Revenues:
Gaming	$	—		$	236.1		$	—		$	—		$	236.1
Food and beverage		—			17.8			—			—			17.8
Other		—			19.7			—			—			19.7
		—			273.6			—			—			273.6
Expenses:
Gaming		—			135.6			—			—			135.6
Food and beverage		—			18.1			—			—			18.1
General and administrative and other		12.1			62.6			—			—			74.7
Depreciation and amortization		1.4			27.9			—			—			29.3
Write-downs, reserves and recoveries		0.4			31.6			(0.4	)		—			31.6
		13.9			275.8			(0.4	)		—			289.3
Operating income (loss)		(13.9	)		(2.2	)		0.4			—			(15.7	)
Equity earnings of subsidiaries		(14.1	)		1.5			—			12.6			—
Interest expense and non-operating income, net		(27.3	)		—			—			—			(27.3	)
Loss on early extinguishment of debt		(0.4	)		—			—			—			(0.4	)
Income (loss) from continuing operations before inter-company activity and income taxes		(55.7	)		(0.7	)		0.4			12.6			(43.4	)
Management fee & inter-company interest		4.6			(4.6	)		—			—			—
Income tax benefit		1.8			—			—			—			1.8
Income (loss) from continuing operations		(49.3	)		(5.3	)		0.4			12.6			(41.6	)
Income (loss) from discontinued operations, net of taxes		—			(9.2	)		1.5			—			(7.7	)
Net income (loss)	$	(49.3	)	$	(14.5	)	$	1.9		$	12.6		$	(49.3	)
For the six months ended June 30, 2010
Statement of Operations
Revenues:
Gaming	$	—		$	466.9		$	—		$	—		$	466.9
Food and beverage		—			33.1			—			—			33.1
Other		—			36.1			—			—			36.1
		—			536.1			—			—			536.1
Expenses:
Gaming		—			265.4			—			—			265.4
Food and beverage		—			33.8			—			—			33.8
General and administrative and other		22.0			126.6			(0.6	)		—			148.0
Depreciation and amortization		2.8			52.3			0.1			—			55.2
Write-downs, reserves and recoveries		(6.1	)		32.1			(0.5	)		—			25.5
		18.7			510.2			(1.0	)		—			527.9
Operating income (loss)		(18.7	)		25.9			1.0			—			8.2
Equity earnings of subsidiaries		48.6			2.1			—			(50.7	)		—
Interest (expense) and non-operating income, net		(51.6	)		3.4			—			—			(48.2	)
Loss on early extinguishment of debt		(1.9	)		—			—			—			(1.9	)
Income (loss) from continuing operations before inter-company activity and income taxes		(23.6	)		31.4			1.0			(50.7	)		(41.9	)
Management fee & inter-company interest		8.9			(8.9	)		—			—			—
Income tax benefit		2.1			—			—			—			2.1
Income (loss) from continuing operations		(12.6	)		22.5			1.0			(50.7	)		(39.8	)
Income from discontinued operations, net of taxes		—			25.1			2.1			—			27.2
Net income (loss)	$	(12.6	)	$	47.6		$	3.1		$	(50.7	)	$	(12.6	)

17

							100% Owned			Consolidating			Pinnacle
	Pinnacle			100% Owned			Non-			and			Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating			Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
For the three months ended June 30, 2009
Statement of Operations
Revenues:
Gaming	$	—		$	217.4		$	—		$	—		$	217.4
Food and beverage		—			15.6			—			—			15.6
Other		—			19.3			—			—			19.3
		—			252.3			—			—			252.3
Expenses:
Gaming		—			129.0			—			—			129.0
Food and beverage		—			14.8			—			—			14.8
General and administrative and other		14.0			57.7			(0.6	)		—			71.1
Depreciation and amortization		1.4			23.1			0.3			—			24.8
Write-downs, reserves and recoveries		—			0.3			—			—			0.3
		15.4			224.9			(0.3	)		—			240.0
Operating income (loss)		(15.4	)		27.4			0.3			—			12.3
Equity earnings of subsidiaries		29.4			(0.7	)		—			(28.7	)		—
Interest (expense) and non-operating income, net		(18.6	)		2.7			—			—			(15.9	)
Gain on sale of equity securities		6.0			—			6.9			—			12.9
Income (loss) from continuing operations before inter-company activity and income taxes		1.4			29.4			7.2			(28.7	)		9.3
Management fee & inter-company interest		3.6			(3.6	)		—			—			—
Income tax benefit (expense)		(0.3	)		—			—			—			(0.3	)
Income (loss) from continuing operations		4.7			25.8			7.2			(28.7	)		9.0
Income from discontinued operations, net of taxes		—			(3.7	)		(0.6	)		—			(4.3	)
Net income (loss)	$	4.7		$	22.1		$	6.6		$	(28.7	)	$	4.7
For the six months ended June 30, 2009
Statement of Operations
Revenues:
Gaming	$	—		$	440.7		$	—		$	—		$	440.7
Food and beverage		—			29.4			—			—			29.4
Other		0.1			35.4			—			—			35.5
		0.1			505.5			—			—			505.6
Expenses:
Gaming		—			256.0			—			—			256.0
Food and beverage		—			28.8			—			—			28.8
General and administrative and other		26.3			112.9			(1.2	)		—			138.0
Depreciation and amortization		2.7			46.3			0.6						49.6
Write-downs, reserves and recoveries		—			0.7			—			—			0.7
		29.0			444.70			(0.6	)		—			473.1
Operating income (loss)		(28.9	)		60.8			0.6			—			32.5
Equity earnings of subsidiaries		59.7			0.7			—			(60.4	)		—
Interest (expense) and non-operating income, net		(37.3	)		4.9			—			—			(32.4	)
Gain on sale of equity securities		6.0			—			6.9			—			12.9
Income (loss) from continuing operations before inter-company activity and income taxes		(0.5	)		66.4			7.5			(60.4	)		13.0
Management fee & inter-company interest		6.7			(6.7	)		—			—			—
Income tax benefit (expense)		(0.6	)		—			—			—			(0.6	)
Income (loss) from continuing operations		5.6			59.7			7.5			(60.4	)		12.4
Income (loss) from discontinued operations, net of taxes		—			(7.4	)		0.6			—			(6.8	)
Net income (loss)	$	5.6		$	52.3		$	8.1		$	(60.4	)	$	5.6

18

						100% Owned			Consolidating			Pinnacle
	Pinnacle		100% Owned			Non-			and			Entertainment,
	Entertainment,		Guarantor			Guarantor			Eliminating			Inc.
	Inc.		Subsidiaries(a)			Subsidiaries(b)			Entries			Consolidated
	(in millions)
As of June 30, 2010
Balance Sheet
Current assets	$	49.6	$	131.7		$	77.0		$	—		$	258.3
Property and equipment, net		15.8		1,471.8			0.5			—			1,488.1
Other non-current assets		65.1		53.2			—			—			118.3
Investment in subsidiaries		1,631.5		(0.6	)		—			(1,630.9	)		—
Assets of discontinued operations held for sale		—		65.3			0.4			—			65.7
Inter-company		1.2		—			—			(1.2	)		—
	$	1,763.2	$	1,721.4		$	77.9		$	(1,632.1	)	$	1,930.4
Current liabilities		49.0		138.8			—			—			187.8
Notes payable, long term		1,175.3		0.8			—			—			1,176.1
Other non-current liabilities		28.4		13.8			—			—			42.2
Liabilities of discontinued operations held for sale		—		13.7			—			—			13.7
Inter-company		—		—			1.2			(1.2	)		—
Equity		510.5		1,554.3			76.7			(1,630.9	)		510.6
	$	1,763.2	$	1,721.4		$	77.9		$	(1,632.1	)	$	1,930.4
As of December 31, 2009
Balance Sheet
Current assets	$	5.2	$	86.9		$	66.8		$	—		$	158.9
Property and equipment, net		16.9		1,472.6			10.5			—			1,500.0
Other non-current assets		50.6		39.1			(1.2	)		—			88.5
Investment in subsidiaries		1,576.5		23.3			—			(1,599.8	)		—
Assets of discontinued operations held for sale		—		67.8			28.6			—			96.4
Inter-company		—		—			1.2			(1.2	)		—
	$	1,649.2	$	1,689.7		$	105.9		$	(1,601.0	)	$	1,843.8
Current liabilities		63.4		139.3			—			—			202.7
Notes payable, long term		1,062.5		0.8			—			—			1,063.3
Other non-current liabilities		28.9		17.7			—			—			46.6
Liabilities of discontinued operations held for sale		—		32.4			4.4			—			36.8
Inter-company		—		—			1.2			(1.2	)		—
Equity		494.4		1,499.5			100.3			(1,599.8	)		494.4
	��
	$	1,649.2	$	1,689.7		$	105.9		$	(1,601.0	)	$	1,843.8

19

							100% Owned			Consolidating		Pinnacle
	Pinnacle			100% Owned			Non-			and		Entertainment,
	Entertainment,			Guarantor			Guarantor			Eliminating		Inc.
	Inc.			Subsidiaries(a)			Subsidiaries(b)			Entries		Consolidated
	(in millions)
For the six months ended June 30, 2010
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(59.4	)	$	138.8		$	(29.5	)	$	—	$	49.9
Cash provided by (used in) investing activities
Capital expenditures and other		(1.5	)		(112.9	)		35.5			—		(78.9	)
Cash provided by (used in) investing activities		(1.5	)		(112.9	)		35.5			—		(78.9	)
Cash provided by financing activities
Change in notes payable and other		105.8			—			—			—		105.8
Cash provided by financing activities		105.8			—			—			—		105.8
Effect of exchange rate changes on cash		—			—			(0.4	)		—		(0.4	)
Increase in cash and cash equivalents		44.9			25.9			5.6			—		76.4
Cash and cash equivalents, beginning of period		1.5			56.7			71.4			—		129.6
Cash and cash equivalents, end of period	$	46.4		$	82.6		$	77.0		$	—	$	206.0
For the six months ended June 30, 2009
Statement of Cash Flows
Cash provided by (used in) operating activities	$	(40.0	)	$	85.3		$	2.7		$	—	$	48.0
Cash provided by (used in) investing activities
Capital expenditure and other		(2.6	)		(81.2	)		(0.3	)				(84.1	)
Proceeds from sale of equity securities		10.1			—			13.6			—		23.7
Cash provided by (used in) investing activities		7.5			(81.2	)		13.3			—		(60.4	)
Cash provided by financing activities
Change in notes payable		31.0			—			—			—		31.0
Cash provided by financing activities		31.0			—			—			—		31.0
Effect of exchange rate changes on cash		—			—			(0.3	)		—		(0.3	)
Increase (decrease) in cash and cash equivalents		(1.5	)		4.1			15.7			—		18.3
Cash and cash equivalents, beginning of period		6.7			51.0			58.0			—		115.7
Cash and cash equivalents, end of period	$	5.2		$	55.1		$	73.7		$	—	$	134.0

(a)

The following material subsidiaries are identified as guarantors of the 7.50% Notes, 8.625% Notes and 8.75% Notes: Belterra Resort Indiana, LLC; Boomtown, LLC; PNK (RENO), LLC; Louisiana—I Gaming; PNK (LAKE CHARLES), L.L.C.; Casino Magic Corp.; Biloxi Casino Corp.; PNK (BOSSIER CITY), Inc.; Casino One Corporation; PNK (ES), LLC; PNK (ST. LOUIS RE), LLC; AREP Boardwalk Properties LLC; PNK (Baton Rouge) Partnership; PNK (River City), LLC, PNK (SCB), L.L.C.; PNK Development 7, LLC; PNK Development 8, LLC; PNK Development 9, LLC; PNK Development 13, LLC; President Riverboat Casino-Missouri, Inc.; and ACE Gaming, LLC. In addition, certain other immaterial subsidiaries are also guarantors of the 7.50% Notes, 8.625% Notes and 8.75% Notes.

(b)

PNK Development 11, LLC, which as of June 30, 2010 held approximately $66.3 million in cash and cash equivalents, is our only material non-guarantor of the 7.50% Notes, 8.625% Notes and 8.75% Notes. Other non-guarantor subsidiaries include, but are not limited to, a subsidiary with $10.5 million in cash and cash equivalents as of June 30, 2010.

20

Note 9—Segment Information

We use Adjusted EBITDA (as defined below) to compare operating results among our segments and allocate resources. The following table highlights our Adjusted EBITDA and reconciles Adjusted EBITDA to income (loss) from continuing operations for the three and six months ended June 30, 2010 and 2009.

	For the three months ended						For the six months ended
	June 30,						June 30,
	2010			2009			2010			2009
	(in millions)
Revenues:
L’Auberge du Lac	$	83.7		$	86.6		$	170.0		$	175.0
St. Louis (a)		85.4			54.2			157.2			107.3
Boomtown New Orleans		34.2			35.5			69.0			73.7
Belterra Casino Resort		38.8			42.8			75.2			83.8
Boomtown Bossier City		21.1			22.7			45.5			47.5
Boomtown Reno		10.4			10.5			19.2			18.2
Total Revenue	$	273.6		$	252.3		$	536.1		$	505.5
Adjusted EBITDA (b):
L’Auberge du Lac	$	22.1		$	21.5		$	46.1		$	45.0
St. Louis (a)		14.2			9.9			29.7			20.5
Boomtown New Orleans		10.4			10.6			21.1			24.1
Belterra Casino Resort		7.7			8.2			14.2			16.0
Boomtown Bossier City		4.7			4.7			11.2			10.9
Boomtown Reno		0.5			0.1			(0.5	)		(1.2	)
		59.6			55.0			121.8			115.3
Corporate expenses (c)		(10.2	)		(8.2	)		(18.3	)		(18.0	)
		49.4			46.8			103.5			97.3
Other benefits (costs):
Depreciation and amortization		(29.3	)		(24.8	)		(55.2	)		(49.6	)
Pre-opening and development costs		(2.1	)		(4.1	)		(11.0	)		(7.0	)
Non-cash share-based compensation		(2.1	)		(5.3	)		(3.5	)		(7.5	)
Impairment of indefinite-lived intangible assets		(11.5	)		—			(11.5	)		—
Impairment of land and construction costs		(18.4	)		—			(18.4	)		—
Write-downs, reserves and recoveries, net		(1.7	)		(0.3	)		4.4			(0.8	)
Interest expense, net of capitalized interest		(27.4	)		(15.9	)		(48.4	)		(32.5	)
Gain on sale of equity securities		—			12.9			—			12.9
Loss on early extinguishment of debt		(0.4	)		—			(1.9	)		—
Other non-operating income		0.1			0.1			0.1			0.2
Income tax benefit (expense)		1.8			(0.4	)		2.1			(0.6	)
Income (loss) from continuing operations	$	(41.6	)	$	9.0		$	(39.8	)	$	12.4

21

	For the six months ended
	June 30,
	2010		2009
	(in millions)
Capital expenditures:
L’Auberge du Lac	$	7.5	$	2.8
St. Louis (a)		58.8		63.2
Boomtown New Orleans		1.4		2.6
Belterra Casino Resort		3.0		3.5
Boomtown Bossier City		2.8		1.0
Boomtown Reno		0.2		1.4
Corporate and other, including properties under development(d)		19.7		9.7
	$	93.4	$	84.2

	June 30,		December 31,
	2010		2009
	(in millions)
Assets
L’Auberge du Lac	$	317.5	$	331.0
St. Louis (a)		836.8		806.7
Boomtown New Orleans		68.3		74.3
Belterra Casino Resort		190.0		193.6
Boomtown Bossier City		91.3		92.1
Boomtown Reno		42.5		41.9
Corporate and other, including new properties and discontinued operations		384.0		304.3
	$	1,930.4	$	1,843.9

(a)	Our St. Louis segment consists of Lumière Place, which includes the Lumière Place Casino, the Pinnacle-owned Four Seasons Hotel St. Louis and HoteLumière, and River City.
(b)	We define Adjusted EBITDA for each segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, gain (loss) on sale of certain assets, loss on early extinguishment of debt, loss on sale of discontinued operations, and discontinued operations. We use Adjusted EBITDA to compare operating results among our properties and between accounting periods.
(c)	Corporate expenses represent unallocated payroll, professional fees, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations.
(d)	Includes capital expenditures for our various development projects not yet reflected as operating segments, including the following:

	For the six months ended
	June 30,
	2010		2009
	(in millions)
Sugarcane Bay	$	10.5	$	6.4
Baton Rouge		4.0		—

22

PART II

Item 6.Exhibits

Exhibit
Number			Description of Exhibit
	3.1		Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 9, 2005. (SEC File No. 001-13641).
	3.2		Restated Bylaws of Pinnacle Entertainment, Inc., as amended, are hereby incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 2, 2010. (SEC File No. 001-13641).
	4.1		Indenture dated as of May 6, 2010, governing the 8.75% Senior Subordinated Notes due 2020, by and among the Company, the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641).
	4.2		Form of 8.75% Senior Subordinated Note due 2020 is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641).
	4.3		Registration Rights Agreement, dated as of May 6, 2010, among the Company, the guarantors identified therein and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and UBS Securities LLC as representatives of the several initial purchasers is hereby incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641).
	10.1		Agreement for Guaranteed Maximum Price Construction Services, effective as of March 30, 2010, by and between PNK (Baton Rouge) Partnership and Manhattan Construction Company is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2010. (SEC File No. 001-13641).
	10.2	†	First Amendment to Amended and Restated Employment Agreement, dated as of April 15, 2010, between Pinnacle Entertainment, Inc. and Alain Uboldi is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2010. (SEC File No. 001-13641).
	10.3		Purchase Agreement, dated as of April 29, 2010, by and among Pinnacle Entertainment, Inc. and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several Initial Purchasers named in Schedule 1 of the Purchase Agreement is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2010. (SEC File No. 001-13641).
	10.4		First Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2010, by and between Pinnacle Entertainment, Inc., Barclays Bank PLC, as the administrative agent, and the Required Lenders is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2010. (SEC File No. 001-13641).
	10.5		Sale and Purchase Agreement, dated April 29, 2010, between Casino Magic Corp., Casino Magic Management Services Corp., Casino Club S.A., Da Silvano S.A., Compañía Gerenciadora de Inversiones S.A. and Correon S.A. is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 7, 2010. (SEC File No. 001-13641).
	10.6	†	Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 17, 2010. (SEC File No. 001-13641).
	11		Statement re: Computation of Earnings Per Share is hereby incorporated by reference to Exhibit 11 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2010. (SEC File No. 001-13641).

23

Exhibit
Number			Description of Exhibit
	31.1	*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	31.2	*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	32	**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
	101	**	The following financial statements from Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, formatted in XBRL (eXtensible Business Reporting Language):
			(i)  unaudited Condensed Consolidated Balance Sheets — June 30, 2010 and December 31, 2009.
			(ii)  unaudited Condensed Consolidated Statements of Operations—Three and Six Months Ended June 30, 2010 and 2009.
			(iii)  unaudited Condensed Consolidated Statements of Cash Flows —Six Months Ended June 30, 2010 and 2009.
			(iv)  Notes to unaudited Condensed Consolidated Financial Statements — June 30, 2010.

*	Filed herewith.
**	Furnished herewith.
†	Management contract or compensatory plan or arrangement.

24

SIGNATURE

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.

	PINNACLE ENTERTAINMENT, INC. (Registrant)
Date: August 31, 2010	By:	/s/ Stephen H. Capp
		Stephen H. Capp
		Executive Vice President and Chief Financial Officer (Authorized Officer, Principal Financial Officer)

25

EXHIBIT INDEX

Exhibit
Number			Description of Exhibit
	3.1		Restated Certificate of Incorporation of Pinnacle Entertainment, Inc., as amended, is hereby incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on May 9, 2005. (SEC File No. 001-13641).
	3.2		Restated Bylaws of Pinnacle Entertainment, Inc., as amended, are hereby incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 2, 2010. (SEC File No. 001-13641).
	4.1		Indenture dated as of May 6, 2010, governing the 8.75% Senior Subordinated Notes due 2020, by and among the Company, the guarantors identified therein and The Bank of New York Mellon Trust Company, N.A. is hereby incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641).
	4.2		Form of 8.75% Senior Subordinated Note due 2020 is hereby incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641).
	4.3		Registration Rights Agreement, dated as of May 6, 2010, among the Company, the guarantors identified therein and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and UBS Securities LLC as representatives of the several initial purchasers is hereby incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 12, 2010. (SEC File No. 001-13641).
	10.1		Agreement for Guaranteed Maximum Price Construction Services, effective as of March 30, 2010, by and between PNK (Baton Rouge) Partnership and Manhattan Construction Company is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2010. (SEC File No. 001-13641).
	10.2	†	First Amendment to Amended and Restated Employment Agreement, dated as of April 15, 2010, between Pinnacle Entertainment, Inc. and Alain Uboldi is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2010. (SEC File No. 001-13641).
	10.3		Purchase Agreement, dated as of April 29, 2010, by and among Pinnacle Entertainment, Inc. and J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and UBS Securities LLC, as representatives of the several Initial Purchasers named in Schedule 1 of the Purchase Agreement is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 5, 2010. (SEC File No. 001-13641).
	10.4		First Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2010, by and between Pinnacle Entertainment, Inc., Barclays Bank PLC, as the administrative agent, and the Required Lenders is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 29, 2010. (SEC File No. 001-13641).
	10.5		Sale and Purchase Agreement, dated April 29, 2010, between Casino Magic Corp., Casino Magic Management Services Corp., Casino Club S.A., Da Silvano S.A., Compañía Gerenciadora de Inversiones S.A. and Correon S.A. is hereby incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 7, 2010. (SEC File No. 001-13641).
	10.6	†	Pinnacle Entertainment, Inc. 2005 Equity and Performance Incentive Plan, As Amended is hereby incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 17, 2010. (SEC File No. 001-13641).
	11		Statement re: Computation of Earnings Per Share is hereby incorporated by reference to Exhibit 11 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2010. (SEC File No. 001-13641).

26

Exhibit
Number			Description of Exhibit
	31.1	*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
	31.2	*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
	32	**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
	101	**	The following financial statements from Pinnacle Entertainment, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, formatted in XBRL (eXtensible Business Reporting Language):
			(i)  unaudited Condensed Consolidated Balance Sheets — June 30, 2010 and December 31, 2009.
			(ii)  unaudited Condensed Consolidated Statements of Operations—Three and Six Months Ended June 30, 2010 and 2009.
			(iii)  unaudited Condensed Consolidated Statements of Cash Flows —Six Months Ended June 30, 2010 and 2009.
			(iv)  Notes to unaudited Condensed Consolidated Financial Statements — June 30, 2010.

*	Filed herewith.
**	Furnished herewith.
†	Management contract or compensatory plan or arrangement.

27