##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 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 : 333-144239
 Tropicana Entertainment, LLC
 Tropicana Finance Corp.
 CP Laughlin Realty, LLC
 Columbia Properties Vicksburg, LLC
 JMBSCasino LLC
  Delaware 
Delaware 
Delaware 
Mississippi 
Mississippi
    
    20-5319263
20-5654040
20-0109621
38-3680199
01-0586282(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 740 Centre View Blvd., Crestview Hills, Kentucky 41017
 (859) 669-1500
  o þ
  o o þ
  o þ




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##### 



Tropicana Entertainment, LLC
Tropicana Finance Corp.
CP Laughlin Realty, LLC
Columbia Properties Vicksburg, LLC
JMBS Casino LLC
 QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2007
  
 TABLE OF CONTENTS
 PAGEPART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSTropicana Entertainment, LLC and Subsidiaries Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheet
    
    4Condensed Consolidated Statements of Operations
    
    5Condensed Consolidated Statement of Cash Flows
    
    6Notes to Condensed Consolidated Financial Statements
    
    7CP Laughlin Realty LLC Condensed Financial Statements (Unaudited)Condensed Balance Sheet
    
    25Condensed Statements of Income
    
    26Condensed Statements of Cash Flows
    
    27Notes to Condensed Financial Statements
    
    28Columbia Properties Vicksburg LLC Condensed Financial Statements (Unaudited)Condensed Balance Sheet
    
    31Condensed Statements of Income
    
    32Condensed Statements of Cash Flows
    
    33Notes to Condensed Financial Statements
    
    34JMBS Casino LLC Condensed Financial Statements (Unaudited)Condensed Balance Sheet
    
    37Condensed Statements of Income
    
    38Condensed Statements of Cash Flows
    
    39Notes to Condensed Financial Statements
    
    40ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    43ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    69ITEM 4. CONTROLS AND PROCEDURES
    
    71PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    73ITEM 1A. RISK FACTORS
    
    73ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
    
    89ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    90ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    90ITEM 5. OTHER INFORMATION
    
    90ITEM 6. EXHIBITS INDEX
    
    90SIGNATURES
    
    91Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 906Certification Pursuant to Section 906Certification Pursuant to Section 906
  2




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INTRODUCTORY NOTE
 New Orleans Riverboat
    3




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PART I. FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements
 A. Tropicana Entertainment, LLC
 TROPICANA ENTERTAINMENT, LLC
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 Audited
    
    
    UnauditedPredecessor
    
    
    SuccessorDecember 31, 2006
    
    
    September 30, 2007Current Assets:Cash and cash equivalents
    
    $
    33,023
    
    
    $
    113,944Accounts receivable, net of allowance for doubtful accounts
    
    
    3,958
    
    
    
    36,405Amounts due from related parties, non-guarantors
    
    
    2,293
    
    
    
    2,206Amounts due from casinos to be transferred
    
    
    3,635
    
    
    
    Inventories
    
    
    1,596
    
    
    
    6,657Income tax receivable
    
    
    
    
    
    
    32,324Prepaid expenses and other assets
    
    
    5,217
    
    
    
    32,276Discontinued operations, current assets of casinos to be transferred,
including cash and cash equivalents of $1,185
    
    
    9,805
    
    
    
    Total current assets
    
    
    59,527
    
    
    
    223,812Restricted cash
    
    
    
    
    
    
    34,142Property and equipment, net
    
    
    226,238
    
    
    
    2,059,389Deposits and costs for pending acquisitions
    
    
    1,310,026
    
    
    
    Investments
    
    
    
    
    
    
    27,363Goodwill
    
    
    16,802
    
    
    
    843,220Intangible assets, net
    
    
    51,450
    
    
    
    535,249Deferred charges and other assets, net
    
    
    27,670
    
    
    
    130,740Discontinued operations, long-term assets of casinos to be transferred
    
    
    42,378
    
    
    
    Total assets
    
    $
    1,734,091
    
    
    $
    3,853,915Current Liabilities:Current portion, long-term debt
    
    $
    2,295
    
    
    $
    440,331Accounts payable
    
    
    14,749
    
    
    
    49,034Amounts due to related parties  non-guarantors
    
    
    9,651
    
    
    
    25,333Amounts payable to casinos to be transferred
    
    
    2,325
    
    
    
    Accrued expenses and other liabilities
    
    
    18,198
    
    
    
    89,121Income taxes payable
    
    
    
    
    
    
    19,825Discontinued operations, current liabilities of casinos to be transferred
    
    
    6,912
    
    
    
    Total current liabilities
    
    
    54,130
    
    
    
    623,644Long-term debt
    
    
    1,153,680
    
    
    
    2,260,918Related party note payable
    
    
    369,083
    
    
    
    Notes payable to affiliate guarantors
    
    
    
    
    
    
    7,000Other long-term liabilities
    
    
    237
    
    
    
    10,158Discontinued operations, other liabilities of casinos to be transferred
    
    
    177
    
    
    
    Total liabilities
    
    
    1,577,307
    
    
    
    2,901,720Minority interest in consolidated subsidiaries
    
    
    9,853
    
    
    
    12,712Members EquityCommon stock
    
    
    1
    
    
    
    Paid in capital
    
    
    76,280
    
    
    
    Retained earnings
    
    
    70,650
    
    
    
    Members equity
    
    
    
    
    
    
    939,483Total members equity
    
    
    146,931
    
    
    
    939,483Total liabilities and members equity
    
    $
    1,734,091
    
    
    $
    3,853,915
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TROPICANA ENTERTAINMENT, LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
(Unaudited)
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007(Predecessor)
    
    
    (Successor)
    
    
    (Predecessor)
    
    
    (Successor)Operating Revenue:Casino
    
    $
    61,366
    
    
    $
    220,544
    
    
    $
    186,288
    
    
    $
    663,961Rooms
    
    
    11,787
    
    
    
    53,534
    
    
    
    31,243
    
    
    
    151,268Food and beverage
    
    
    12,168
    
    
    
    40,736
    
    
    
    32,570
    
    
    
    121,404Other casino and hotel
    
    
    4,153
    
    
    
    16,893
    
    
    
    9,590
    
    
    
    51,175Total operating revenues
    
    
    89,474
    
    
    
    331,707
    
    
    
    259,691
    
    
    
    987,808Less promotional allowances
    
    
    (12,103
    )
    
    
    (50,673
    )
    
    
    (34,538
    )
    
    
    (152,718
    )Net operating revenue
    
    
    77,371
    
    
    
    281,034
    
    
    
    225,153
    
    
    
    835,090Operating Expenses:Casino
    
    
    10,137
    
    
    
    29,223
    
    
    
    30,334
    
    
    
    90,657Rooms
    
    
    4,565
    
    
    
    23,640
    
    
    
    13,251
    
    
    
    64,503Food and beverage
    
    
    9,488
    
    
    
    34,878
    
    
    
    26,406
    
    
    
    102,276Other casino and hotel
    
    
    1,669
    
    
    
    7,144
    
    
    
    3,493
    
    
    
    21,117Utilities
    
    
    2,478
    
    
    
    10,479
    
    
    
    7,793
    
    
    
    27,424Marketing, advertising and casino promotions
    
    
    4,212
    
    
    
    20,461
    
    
    
    11,679
    
    
    
    65,805Repairs and maintenance
    
    
    2,229
    
    
    
    5,837
    
    
    
    6,391
    
    
    
    18,292Insurance
    
    
    1,569
    
    
    
    5,270
    
    
    
    3,742
    
    
    
    13,443Property and local taxes
    
    
    987
    
    
    
    8,424
    
    
    
    2,745
    
    
    
    25,366Gaming taxes and licenses
    
    
    9,945
    
    
    
    27,189
    
    
    
    31,395
    
    
    
    85,956Casino and hotel administrative and general
    
    
    3,480
    
    
    
    23,796
    
    
    
    11,894
    
    
    
    68,264Corporate overhead
    
    
    1,296
    
    
    
    1,230
    
    
    
    2,561
    
    
    
    7,896Leased land and facilities
    
    
    2,738
    
    
    
    5,865
    
    
    
    8,285
    
    
    
    16,408Construction accident insurance recoveries, net
    
    
    
    
    
    
    (10,430
    )
    
    
    
    
    
    
    (24,505
    )Loss on disposal of assets
    
    
    927
    
    
    
    17
    
    
    
    1,906
    
    
    
    280Depreciation and amortization
    
    
    6,007
    
    
    
    42,701
    
    
    
    12,422
    
    
    
    86,054Total operating expenses
    
    
    61,727
    
    
    
    235,724
    
    
    
    174,297
    
    
    
    669,236Income from operations
    
    
    15,644
    
    
    
    45,310
    
    
    
    50,856
    
    
    
    165,854Other Income (Expense):Interest income
    
    
    457
    
    
    
    4,772
    
    
    
    1,343
    
    
    
    11,255Interest expense
    
    
    (15,445
    )
    
    
    (65,558
    )
    
    
    (23,455
    )
    
    
    (179,636
    )Loss from early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,799
    )Total other expense
    
    
    (14,988
    )
    
    
    (60,786
    )
    
    
    (22,112
    )
    
    
    (171,180
    )Income (loss) before minority interest and income
taxes
    
    
    656
    
    
    
    (15,476
    )
    
    
    28,744
    
    
    
    (5,326
    )Minority interest in net income of consolidated
subsidiaries
    
    
    (636
    )
    
    
    (1,160
    )
    
    
    (2,386
    )
    
    
    (3,477
    )Income (loss) from continuing operations, before
income taxes
    
    
    20
    
    
    
    (16,636
    )
    
    
    26,358
    
    
    
    (8,803
    )Income tax benefit (expense), net
    
    
    
    
    
    
    (4,258
    )
    
    
    
    
    
    
    380,509Income (loss) from continuing operations
    
    
    20
    
    
    
    (20,894
    )
    
    
    26,358
    
    
    
    371,706Discontinued operations, casinos to be transferred
    
    
    5,411
    
    
    
    
    
    
    
    3,314
    
    
    
    Net income (loss)
    
    $
    5,431
    
    
    $
    (20,894
    )
    
    $
    29,672
    
    
    $
    371,706
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TROPICANA ENTERTAINMENT, LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Nine Months EndedSeptember 30,2006
    
    
    2007(Predecessor)
    
    
    (Successor)Cash Flows from Operating Activities:Net income
    
    $
    29,672
    
    
    $
    371,706Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    13,481
    
    
    
    109,363Non-cash portion of casualty income  hurricane
    
    
    (6,500
    )
    
    
    Insurance proceeds for property and equipment
    
    
    (6,455
    )
    
    
    Change in fair value of interest rate swap
    
    
    
    
    
    
    (12,294
    )Loss from early extinguishment of debt
    
    
    
    
    
    
    2,799Change in deferred taxes
    
    
    
    
    
    
    (397,273
    )Change in deferred rent
    
    
    (1,060
    )
    
    
    (231
    )Increase in accrued interest on related party note payable
    
    
    11,789
    
    
    
    210Write off of property and equipment
    
    
    10,849
    
    
    
    280Minority interest in net income of consolidated subsidiary
    
    
    2,386
    
    
    
    3,477Changes in current assets and current liabilities,
net of effects from purchase of hotels and casinos:Accounts receivable
    
    
    2,021
    
    
    
    (3,615
    )Inventories, prepaids and other assets
    
    
    (2,980
    )
    
    
    (1,824
    )Accounts payable, accrued expenses and other liabilities
    
    
    2,455
    
    
    
    35,947Net cash provided by operating activities
    
    
    55,658
    
    
    
    108,545Cash Flows from Investing Activities:Additions to property and equipment
    
    
    (39,800
    )
    
    
    (59,947
    )Insurance proceeds for property and equipment
    
    
    6,455
    
    
    
    Aztar acquisition, net of cash acquired
    
    
    
    
    
    
    (2,190,509
    )Deposits used for acquisition
    
    
    (315,844
    )
    
    
    977,967Other changes, net
    
    
    37
    
    
    
    357Net cash used in investing activities
    
    
    (349,152
    )
    
    
    (1,272,132
    )Cash Flows from Financing Activities:Proceeds from issuance of long-term debt
    
    
    
    
    
    
    1,970,000Payments on long-term debt
    
    
    (3,371
    )
    
    
    (1,088,446
    )Deposits into restricted cash
    
    
    
    
    
    
    (34,142
    )Payment of financing costs
    
    
    
    
    
    
    (64,377
    )Advances from related parties
    
    
    313,312
    
    
    
    23,449Advances from affiliate guarantors
    
    
    
    
    
    
    7,000Capital contributions by member
    
    
    
    
    
    
    441,575Cash retained by predecessor
    
    
    
    
    
    
    (11,415
    )Dividends to stockholder
    
    
    (6,500
    )
    
    
    Distribution to minority interest holders
    
    
    (5,926
    )
    
    
    (321
    )Net cash provided by financing activities
    
    
    297,515
    
    
    
    1,243,323Net increase in cash and cash equivalents
    
    
    4,021
    
    
    
    79,736Cash and cash equivalents (including cash and cash equivalent of
casinos to be transferred), beginning of period
    
    
    42,783
    
    
    
    34,208Cash and cash equivalents (including cash and cash equivalent of casinos to be transferred), end of period
    
    $
    46,804
    
    
    $
    113,944
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TROPICANA ENTERTAINMENT, LLC
 
 Notes to Condensed Consolidated Financial Statements
Quarter and Nine Months Ended September 30, 2007
(In thousands, except where noted otherwise)
(Unaudited)
 1. ORGANIZATION
 General
   
    
    Aztar Corporation (Aztar), which owns and operates the Casino Aztar in Evansville, Indiana
(Evansville), the Tropicana Hotel & Casino in Atlantic City (Tropicana AC), the Tropicana
Express in Laughlin, Nevada (Tropicana Express), and the Tropicana Hotel & Casino in Las
Vegas, Nevada (Tropicana LV),
 
    
    Tropicana Finance Corporation (Finance), co-issuer of the senior secured notes,
 
    
    Columbia Properties Laughlin, LLC (Laughlin), which operates the River Palms Hotel and
Casino (River Palms) and owns the gaming assets related to this operation. Realty owns the
non-gaming assets related to this operation,
 
    
    79% ownership interest (84% economic interest) in Greenville Riverboat, LLC (Greenville),
which owns and operates the Lighthouse Point Casino,
 
    
    Tahoe Horizon, LLC (Horizon), which owns and operates the Horizon Casino & Resort located
in Lake Tahoe, Nevada,
 
    
    Columbia Properties Tahoe, LLC (MontBleu), which owns and operates the MontBleu Casino
Resort located in Lake Tahoe, Nevada,
 
    
    CP Baton Rouge Casino, LLC (Baton Rouge) and its subsidiaries, which own and operate the
Belle of Baton Rouge and the Sheraton Baton Rouge, and
 
    
    St. Louis Riverboat Entertainment, Inc, (St. Louis) which owns the vessel used by
Greenville in the Lighthouse Point Casino operation.
  §
    
    Belle of Orleans, LLC (Orleans), which owns and operates a riverboat casino in Amelia,
Louisiana (formerly in New Orleans, Louisiana),
 §
    
    LV Casino, LLC, which operates the Casuarina Casino Las Vegas (Las Vegas) in space it
leases in the Westin Casuarina Las Vegas Hotel & Spa from CP Las Vegas, LLC, an affiliated
company.
 §
    
    Tropicana Pennsylvania, LLC (Trop PA), which was acquired on December 12, 2006 from
Aztar, and owns land in Allentown, Pennsylvania which is held for sale as of December 31,
2006.
 7




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2. LIQUIDITY AND CAPITAL RESOURCES
      3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Principles of Consolidation
 8




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st rd
 Interim Unaudited Information
 Investments 
 Derivative Instruments
  Income Taxes Accounting for Income Taxes Accounting for Income
Taxes
 9




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Members Equity
 Contingencies
 Recently Issued Accounting and Reporting Standards
 Fair Value Measurements
 4. ACQUISITIONS
   10




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Cash and cash equivalents
    
    $
    131,255Current assets
    
    
    72,944Fixed assets
    
    
    1,858,200Investments
    
    
    25,129Intangible assets
    
    
    510,000Goodwill
    
    
    826,418Deferred tax assets
    
    
    33,440Other assets
    
    
    79,576Accrued expenses
    
    
    (37,205
    )Long-term debt
    
    
    (702,710
    )Deferred tax liabilities
    
    
    (397,273
    )Other liabilities
    
    
    (78,010
    )Net Assets Acquired
    
    $
    2,321,764
     Pro Forma Information
 Three Months Ended
    
    Nine Months EndedSeptember 30, 2006
    
    September 30, 2006Net operating revenue
    
    $
    311,335
    
    
    $
    902,313Net loss
    
    
    (20,315
    )
    
    
    (68,969
    )
   11




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5. PROPERTY AND EQUIPMENT
  December 31, 2006
    
    
    September 30, 2007Buildings and improvements
    
    $
    168,192
    
    
    $
    1,070,416Furniture, fixtures and equipment
    
    
    77,014
    
    
    
    126,222Riverboats and barges
    
    
    29,635
    
    
    
    68,560274,841
    
    
    
    1,265,198Accumulated depreciation
    
    
    (73,649
    )
    
    
    (131,514
    )Construction in progress
    
    
    6,250
    
    
    
    104,543Land
    
    
    18,796
    
    
    
    821,162Property and equipment, net
    
    $
    226,238
    
    
    $
    2,059,389
 6. GOODWILL AND INTANGIBLE ASSETS
   December 31, 2006
    
    
    September 30, 2007Amortizing intangibles:Favorable leases (amortized over 25 to 77 years)
    
    $
    4,278
    
    
    $
    4,278Customer Loyalty Programs (amortized over 3 to 12 years)
    
    
    
    
    
    
    129,200Aztar Trade name (amortized over 1.5 years)
    
    
    
    
    
    
    2,700Other
    
    
    500
    
    
    
    500Accumulated amortization
    
    
    (274
    )
    
    
    (26,475
    )Total amortizing intangible assets
    
    
    4,504
    
    
    
    110,203Non-amortizing intangible assets:Gaming licenses
    
    
    46,946
    
    
    
    231,046Tropicana Trade name
    
    
    
    
    
    
    194,000Total intangibles assets
    
    $
    51,450
    
    
    $
    535,249
   2007 (three months)
    
    $
    8,8242008
    
    
    24,9252009
    
    
    17,9252010
    
    
    12,9252011
    
    
    10,025
 12




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7. INVESTMENTS
  September 30, 2007CRDA deposits, net of a valuation allowance of $5,767
    
    $
    16,335CRDA bonds, net of an unamortized discount of $5,424
    
    
    6,204CRDA other investments, net of a valuation allowance of $1,232
    
    
    4,824Total investments
    
    $
    27,363
  8. LONG-TERM DEBT
  December 31, 2006
    
    
    September 30, 2007Senior Subordinated Notes, due 2014
    
    $
    960,000
    
    
    $
    960,000Senior Secured Term Loan, due 2012
    
    
    
    
    
    
    1,300,239Senior Secured Las Vegas Term Loan, due 2008
    
    
    
    
    
    
    440,000Credit Facility, Term Loan A, due 2010
    
    
    96,879
    
    
    
    Credit Facility, Term Loan B, due 2011
    
    
    98,750
    
    
    
    Other
    
    
    346
    
    
    
    1,010Total debt
    
    
    1,155,975
    
    
    
    2,701,249Less current portion
    
    
    (2,295
    )
    
    
    (440,331
    )Total long-term debt
    
    $
    1,153,680
    
    
    $
    2,260,918
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9. RELATED PARTY TRANSACTIONS
   14




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10. DISCONTINUED OPERATIONS
    Cash
    
    $
    1,185Amounts due from related parties
    
    
    6,754Other current assets
    
    
    1,866Current assets transferred
    
    $
    9,805Property and equipment, net
    
    $
    31,682Other assets
    
    
    10,696Long term assets transferred
    
    $
    42,378Accounts payable and accrued expenses
    
    $
    1,907Amounts due to related parties
    
    
    5,005Current liabilities transferred
    
    $
    6,912Long term liabilities transferred
    
    $
    177
 11. DERIVATIVE FINANCIAL INSTRUMENTS
    15




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12. SEGMENT INFORMATION
  Three months ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Net Operating RevenuesNevada segment:Lake Tahoe Horizon
    
    $
    15,056
    
    
    $
    13,185
    
    
    $
    35,020
    
    
    $
    31,978MontBleu
    
    
    17,471
    
    
    
    16,873
    
    
    
    38,957
    
    
    
    41,766River Palms
    
    
    12,332
    
    
    
    11,980
    
    
    
    40,553
    
    
    
    39,169Tropicana Express (b)
    
    
    
    
    
    
    21,284
    
    
    
    
    
    
    
    67,722Total Nevada segment
    
    
    44,859
    
    
    
    63,322
    
    
    
    114,530
    
    
    
    180,635Mississippi River Basin segment:Lighthouse Point
    
    
    5,929
    
    
    
    7,731
    
    
    
    21,324
    
    
    
    23,242Belle of Baton Rouge
    
    
    26,583
    
    
    
    22,291
    
    
    
    89,299
    
    
    
    75,810Casino Aztar Evansville (b)
    
    
    
    
    
    
    32,639
    
    
    
    
    
    
    
    99,754Total Mississippi River Basin segment
    
    
    32,512
    
    
    
    62,661
    
    
    
    110,623
    
    
    
    198,806Tropicana Las Vegas Segment (b)
    
    
    
    
    
    
    37,408
    
    
    
    
    
    
    
    119,816Tropicana Atlantic City Segment (b)
    
    
    
    
    
    
    117,622
    
    
    
    
    
    
    
    335,604Other
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    229Total consolidated net operating revenues
    
    $
    77,371
    
    
    $
    281,034
    
    
    $
    225,153
    
    
    $
    835,090Segment Adjusted EBITDA(a)Nevada segment:Lake Tahoe Horizon
    
    $
    6,248
    
    
    $
    4,150
    
    
    $
    10,154
    
    
    $
    6,897MontBleu
    
    
    3,361
    
    
    
    4,688
    
    
    
    386
    
    
    
    7,180River Palms
    
    
    2,493
    
    
    
    1,684
    
    
    
    10,737
    
    
    
    9,740Tropicana Express (b)
    
    
    
    
    
    
    3,387
    
    
    
    
    
    
    
    19,952Total Nevada segment
    
    
    12,102
    
    
    
    13,909
    
    
    
    21,277
    
    
    
    43,769Mississippi River Basin segment:Lighthouse Point
    
    
    2,494
    
    
    
    3,871
    
    
    
    9,712
    
    
    
    10,211Belle of Baton Rouge
    
    
    9,278
    
    
    
    6,717
    
    
    
    36,756
    
    
    
    26,480Casino Aztar Evansville (b)
    
    
    
    
    
    
    8,333
    
    
    
    
    
    
    
    24,933Total Mississippi River Basin segment
    
    
    11,772
    
    
    
    18,921
    
    
    
    46,468
    
    
    
    61,624Tropicana Las Vegas Segment (b)
    
    
    
    
    
    
    8,867
    
    
    
    
    
    
    
    32,620Tropicana Atlantic City Segment (b)
    
    
    
    
    
    
    37,162
    
    
    
    
    
    
    
    97,597Total Segment Adjusted EBITDA
    
    
    23,874
    
    
    
    78,859
    
    
    
    67,745
    
    
    
    235,610Other
    
    
    (1,296
    )
    
    
    (1,261
    )
    
    
    (2,561
    )
    
    
    (7,927
    )Total EBITDA
    
    
    22,578
    
    
    
    77,598
    
    
    
    65,184
    
    
    
    227,683Adjustments to reconcile Segment Adjusted EBITDA to net
income (loss) from operations, before income taxes:Depreciation and amortization
    
    
    (6,007
    )
    
    
    (42,701
    )
    
    
    (12,422
    )
    
    
    (86,054
    )Interest income
    
    
    457
    
    
    
    4,772
    
    
    
    1,343
    
    
    
    11,255Interest expense
    
    
    (15,445
    )
    
    
    (65,558
    )
    
    
    (23,455
    )
    
    
    (179,636
    )Construction accident insurance recoveries, net
    
    
    
    
    
    
    10,430
    
    
    
    
    
    
    
    24,505Loss from early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,799
    )Write-offs of fixed assets and deposits
    
    
    (927
    )
    
    
    (17
    )
    
    
    (1,906
    )
    
    
    (280
    )Minority interest in net income (loss) of consolidated
subsidiaries
    
    
    (636
    )
    
    
    (1,160
    )
    
    
    (2,386
    )
    
    
    (3,477
    )Income (loss) from continuing operations, before income taxes
    
    $
    20
    
    
    $
    (16,636
    )
    
    $
    26,358
    
    
    $
    (8,803
    )
 16




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##### Table of Contents



(a)
    
    Segment Adjusted EBITDA is net income before interest expense,
interest income, depreciation, amortization, corporate expenses, write
offs of fixed assets and deposits related to abandoned acquisition and
minority interest in net income of consolidated subsidiaries. Segment
Adjusted EBITDA should not be construed as a substitute for either
operating income or net income as they are determined in accordance
with generally accepted accounting principles (GAAP). The Company uses
Segment Adjusted EBITDA as a measure to compare operating results
between segments and accounting periods. The Company manages cash and
finances its operations at the corporate level. The Company manages
the allocation of capital among segments at the corporate level. The
Company accordingly believes Segment Adjusted EBITDA is useful as a
measure of operating results at the segment level because it reflects
the results of operating decisions at the segment level separated from
the effects of financing decisions that are managed at the corporate
level. The Company also uses Segment Adjusted EBITDA as an important
operating performance measure in its bonus programs for managers and
executive officers. The Company also believes that Segment Adjusted
EBITDA is a commonly used measure of operating performance in the
gaming industry and is an important basis for the valuation of gaming
companies. The Companys calculation of Segment Adjusted EBITDA may
not be comparable to similarly titled measures reported by other
companies and, therefore, any such differences must be considered when
comparing performance among different companies. While the Company
believes Segment Adjusted EBITDA provides a useful perspective for
some purposes, Segment Adjusted EBITDA has material limitations as an
analytical tool. For example, among other things, although
depreciation, amortization and write off of fixed assets and deposits
related to abandoned acquisition are non-cash charges, the assets
being depreciated, amortized and written off may have to be replaced
in the future, and Segment Adjusted EBITDA does not reflect the
requirements for such replacements. Interest expense, interest income,
and minority interest in net income of consolidated subsidiary are
also not reflected in Segment Adjusted EBITDA. Therefore, the Company
does not consider Segment Adjusted EBITDA in isolation, and it should
not be considered as a substitute for measures determined in
accordance with GAAP. A reconciliation of Segment Adjusted EBITDA with
operating income and net income as determined in accordance with GAAP
is reflected in the above summary(b)
    
    Reflects results since January 3, 2007, the date of acquisition, and
therefore excludes three days of the nine month period.
 December 31, 2006
    
    
    September 30, 2007Total Assets by Segment:Nevada
    
    $
    180,641
    
    
    $
    515,505Mississippi River Basin
    
    
    168,349
    
    
    
    657,352Las Vegas
    
    
    
    
    
    
    1,006,554Atlantic City
    
    
    
    
    
    
    1,399,618Other
    
    
    1,385,101
    
    
    
    274,886Total assets
    
    $
    1,734,091
    
    
    $
    3,853,915
 13. ACCOUNTING FOR THE IMPACT OF THE OCTOBER 30, 2003 CONSTRUCTION ACCIDENT 
TROPICANA, ATLANTIC      CITY
   17




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14. SUBSEQUENT EVENT  PENDING SALE OF VICKSBURG
  18




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##### Table of Contents



15. SUMMARY FINANCIAL INFORMATION
  TROPICANA ENTERTAINMENTGUARANTOR
    
    
    NON-GUARANTORPARENT
    
    
    SUBSIDIARIES
    
    
    SUBSIDIARIES
    
    
    ELIMINATIONS
    
    
    CONSOLIDATEDAs of September 30, 2007Current Assets:Cash and cash equivalents
    
    $
    15,990
    
    
    $
    66,079
    
    
    $
    31,875
    
    
    $
    
    
    
    $
    113,944Other current assets
    
    
    48,917
    
    
    
    49,781
    
    
    
    11,170
    
    
    
    
    
    
    
    109,868Total current assets
    
    
    64,907
    
    
    
    115,860
    
    
    
    43,045
    
    
    
    
    
    
    
    223,812Restricted cash
    
    
    
    
    
    
    
    
    
    
    34,142
    
    
    
    
    
    
    
    34,142Property and equipment , net
    
    
    
    
    
    
    1,225,306
    
    
    
    834,083
    
    
    
    
    
    
    
    2,059,389Investments
    
    
    5,913,316
    
    
    
    27,363
    
    
    
    
    
    
    
    (5,913,316
    )
    
    
    27,363Goodwill
    
    
    (44,667
    )
    
    
    789,241
    
    
    
    98,646
    
    
    
    
    
    
    
    843,220Intangible assets, net
    
    
    195,532
    
    
    
    339,142
    
    
    
    575
    
    
    
    
    
    
    
    535,249Deferred charges and other assets, net
    
    
    60,324
    
    
    
    59,586
    
    
    
    11,005
    
    
    
    (175
    )
    
    
    130,740Total assets
    
    $
    6,189,412
    
    
    $
    2,556,498
    
    
    $
    1,021,496
    
    
    $
    (5,913,491
    )
    
    $
    3,853,915Current Liabilities:Current portion, long-term debt
    
    $
    
    
    
    $
    31
    
    
    $
    440,300
    
    
    $
    
    
    
    $
    440,331Accounts payable
    
    
    1,891
    
    
    
    38,812
    
    
    
    8,331
    
    
    
    
    
    
    
    49,034Other current liabilities
    
    
    599,157
    
    
    
    (92,177
    )
    
    
    (372,701
    )
    
    
    
    
    
    
    134,279Total current liabilities
    
    
    601,048
    
    
    
    (53,334
    )
    
    
    75,930
    
    
    
    
    
    
    
    623,644Long-term debt
    
    
    2,260,239
    
    
    
    248
    
    
    
    431
    
    
    
    
    
    
    
    2,260,918Other long-term liabilities
    
    
    17,049
    
    
    
    284
    
    
    
    
    
    
    
    (175
    )
    
    
    17,158Total liabilities
    
    
    2,878,336
    
    
    
    (52,802
    )
    
    
    76,361
    
    
    
    (175
    )
    
    
    2,901,720Minority interest in consolidated subsidiaries
    
    
    12,712
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,712Members equity
    
    
    3,298,364
    
    
    
    2,609,300
    
    
    
    945,135
    
    
    
    (5,913,316
    )
    
    
    939,483Total liabilities and members equity
    
    $
    6,189,412
    
    
    $
    2,556,498
    
    
    $
    1,021,496
    
    
    $
    (5,913,491
    )
    
    $
    3,853,915
 19




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##### Table of Contents



TROPICANA CASINOS AND RESORTS (PREDECESSOR)NON-GUARANTOR
    
    
    GUARANTOR
    
    
    
    
    
    
    
    
    
    
    TCRTCR
    
    
    TE PARENT
    
    
    SUBSIDIARIES
    
    
    SUBSIDIARY
    
    
    ELIMINATIONS
    
    
    TE TOTAL
    
    
    ELIMINATIONS
    
    
    TCR TOTALAs of December 31, 2006Current Assets:Cash and cash equivalents
    
    $
    
    
    
    $
    166
    
    
    $
    29,112
    
    
    $
    3,745
    
    
    $
    
    
    
    $
    33,023
    
    
    $
    
    
    
    $
    33,023Other current assets
    
    
    9,805
    
    
    
    543
    
    
    
    15,645
    
    
    
    511
    
    
    
    
    
    
    
    16,699
    
    
    
    
    
    
    
    26,504Total current assets
    
    
    9,805
    
    
    
    709
    
    
    
    44,757
    
    
    
    4,256
    
    
    
    
    
    
    
    49,722
    
    
    
    
    
    
    
    59,527Property and equipment , net
    
    
    
    
    
    
    
    
    
    
    222,640
    
    
    
    3,598
    
    
    
    
    
    
    
    226,238
    
    
    
    
    
    
    
    226,238Deposits and costs for pending
acquisitions
    
    
    
    
    
    
    977,967
    
    
    
    332,059
    
    
    
    
    
    
    
    
    
    
    
    1,310,026
    
    
    
    
    
    
    
    1,310,026Investments
    
    
    126,137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (126,137
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    16,802
    
    
    
    
    
    
    
    
    
    
    
    16,802
    
    
    
    
    
    
    
    16,802Intangible assets, net
    
    
    
    
    
    
    
    
    
    
    51,450
    
    
    
    
    
    
    
    
    
    
    
    51,450
    
    
    
    
    
    
    
    51,450Deferred charges and other
assets, net
    
    
    
    
    
    
    22,183
    
    
    
    5,481
    
    
    
    181
    
    
    
    (175
    )
    
    
    27,670
    
    
    
    
    
    
    
    27,670Discontinued operations 
long- term assets of
casinos to be transferred
    
    
    42,378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,378Total assets
    
    $
    178,320
    
    
    $
    1,000,859
    
    
    $
    673,189
    
    
    $
    8,035
    
    
    $
    (175
    )
    
    $
    1,681,908
    
    
    $
    (126,137
    )
    
    $
    1,734,091Current Liabilities:Current portion, long-term debt
    
    $
    
    
    
    $
    
    
    
    $
    2,295
    
    
    $
    
    
    
    $
    
    
    
    $
    2,295
    
    
    $
    
    
    
    $
    2,295Accounts payable
    
    
    
    
    
    
    2,684
    
    
    
    11,470
    
    
    
    595
    
    
    
    
    
    
    
    14,749
    
    
    
    
    
    
    
    14,749Other current liabilities and
discontinued operations
    
    
    6,912
    
    
    
    1,179
    
    
    
    27,288
    
    
    
    1,707
    
    
    
    
    
    
    
    30,174
    
    
    
    
    
    
    
    37,086Total current liabilities
    
    
    6,912
    
    
    
    3,863
    
    
    
    41,053
    
    
    
    2,302
    
    
    
    
    
    
    
    47,218
    
    
    
    
    
    
    
    54,130Long-term debt
    
    
    25,494
    
    
    
    960,000
    
    
    
    168,186
    
    
    
    
    
    
    
    
    
    
    
    1,128,186
    
    
    
    
    
    
    
    1,153,680Related party note payable
    
    
    369,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    369,083Other long-term liabilities and
discontinued operations
    
    
    177
    
    
    
    
    
    
    
    412
    
    
    
    
    
    
    
    (175
    )
    
    
    237
    
    
    
    
    
    
    
    414Total liabilities
    
    
    401,666
    
    
    
    963,863
    
    
    
    209,651
    
    
    
    2,302
    
    
    
    (175
    )
    
    
    1,175,641
    
    
    
    
    
    
    
    1,577,307Minority interest in
consolidated subsidiaries
    
    
    9,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,853Stockholders equity
    
    
    (233,199
    )
    
    
    36,996
    
    
    
    463,538
    
    
    
    5,733
    
    
    
    
    
    
    
    506,267
    
    
    
    (126,137
    )
    
    
    146,931Total liabilities and
stockholders equity
    
    $
    178,320
    
    
    $
    1,000,859
    
    
    $
    673,189
    
    
    $
    8,035
    
    
    $
    (175
    )
    
    $
    1,681,908
    
    
    $
    (126,137
    )
    
    $
    1,734,091
 20




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##### Table of Contents



TROPICANA ENTERTAINMENTGUARANTOR
    
    
    NON-GUARANTORPARENT
    
    
    SUBSIDIARIES
    
    
    SUBSIDIARIES
    
    
    ELIMINATIONS
    
    
    CONSOLIDATEDFor the nine months ended September 30, 2007Operating Revenues:Casino
    
    $
    
    
    
    $
    591,839
    
    
    $
    72,122
    
    
    $
    
    
    
    $
    663,961Rooms
    
    
    
    
    
    
    106,315
    
    
    
    44,953
    
    
    
    
    
    
    
    151,268Food and beverage
    
    
    
    
    
    
    100,518
    
    
    
    20,886
    
    
    
    
    
    
    
    121,404Other casino and hotel
    
    
    229
    
    
    
    34,489
    
    
    
    17,165
    
    
    
    (708
    )
    
    
    51,175Total operating revenues
    
    
    229
    
    
    
    833,161
    
    
    
    155,126
    
    
    
    (708
    )
    
    
    987,808Less promotional allowances
    
    
    
    
    
    
    (140,650
    )
    
    
    (12,068
    )
    
    
    
    
    
    
    (152,718
    )Net operating revenues
    
    
    229
    
    
    
    692,511
    
    
    
    143,058
    
    
    
    (708
    )
    
    
    835,090Operating Expenses:Casino
    
    
    
    
    
    
    76,303
    
    
    
    14,354
    
    
    
    
    
    
    
    90,657Rooms
    
    
    
    
    
    
    46,709
    
    
    
    17,794
    
    
    
    
    
    
    
    64,503Food and beverage
    
    
    
    
    
    
    81,040
    
    
    
    21,236
    
    
    
    
    
    
    
    102,276Other casino and hotel
    
    
    59
    
    
    
    12,384
    
    
    
    8,674
    
    
    
    
    
    
    
    21,117Utilities
    
    
    
    
    
    
    22,418
    
    
    
    5,006
    
    
    
    
    
    
    
    27,424Marketing, advertising and casino promotions
    
    
    
    
    
    
    61,998
    
    
    
    3,807
    
    
    
    
    
    
    
    65,805Repairs and maintenance
    
    
    
    
    
    
    14,748
    
    
    
    3,544
    
    
    
    
    
    
    
    18,292Insurance
    
    
    (53
    )
    
    
    11,327
    
    
    
    2,169
    
    
    
    
    
    
    
    13,443Property and local taxes
    
    
    
    
    
    
    23,624
    
    
    
    1,742
    
    
    
    
    
    
    
    25,366Gaming taxes and licenses
    
    
    
    
    
    
    78,371
    
    
    
    7,585
    
    
    
    
    
    
    
    85,956Administrative and general
    
    
    7,896
    
    
    
    54,758
    
    
    
    13,506
    
    
    
    
    
    
    
    76,160Leased land and facilities
    
    
    254
    
    
    
    15,344
    
    
    
    1,518
    
    
    
    (708
    )
    
    
    16,408Construction accident insurance recoveries, net
    
    
    
    
    
    
    (24,505
    )
    
    
    
    
    
    
    
    
    
    
    (24,505
    )Loss on disposal of assets
    
    
    176
    
    
    
    91
    
    
    
    13
    
    
    
    
    
    
    
    280Depreciation and amortization
    
    
    2,072
    
    
    
    79,365
    
    
    
    4,617
    
    
    
    
    
    
    
    86,054Total operating expenses
    
    
    10,404
    
    
    
    553,975
    
    
    
    105,565
    
    
    
    (708
    )
    
    
    669,236Income (loss) from operations
    
    
    (10,175
    )
    
    
    138,536
    
    
    
    37,493
    
    
    
    
    
    
    
    165,854Other Income (Expense):Interest income (expense), net
    
    
    (138,316
    )
    
    
    1,377
    
    
    
    (31,442
    )
    
    
    
    
    
    
    (168,381
    )Loss from early extinguishment of debt
    
    
    
    
    
    
    (2,799
    )
    
    
    
    
    
    
    
    
    
    
    (2,799
    )Total other expense
    
    
    (138,316
    )
    
    
    (1,422
    )
    
    
    (31,442
    )
    
    
    
    
    
    
    (171,180
    )Income (loss) before minority interest and income tax benefit
    
    
    (148,491
    )
    
    
    137,114
    
    
    
    6,051
    
    
    
    
    
    
    
    (5,326
    )Minority interest in net income of consolidated subsidiaries
    
    
    
    
    
    
    (2,059
    )
    
    
    (1,418
    )
    
    
    
    
    
    
    (3,477
    )Income (loss) from continuing operations, before income tax
benefit
    
    
    (148,491
    )
    
    
    135,055
    
    
    
    4,633
    
    
    
    
    
    
    
    (8,803
    )Income tax benefit (expense), net
    
    
    380,611
    
    
    
    (102
    )
    
    
    
    
    
    
    
    
    
    
    380,509Net income
    
    $
    232,120
    
    
    $
    134,953
    
    
    $
    4,633
    
    
    $
    
    
    
    $
    371,706
 21




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##### Table of Contents



TROPICANA CASINOS AND RESORTS (PREDECESSOR)GUARANTOR
    
    
    NON-GUARANTOR
    
    
    TETCR
    
    
    PARENT
    
    
    SUBSIDIARIES
    
    
    SUBSIDIARIES
    
    
    ELIMINATIONS
    
    
    TE TOTAL
    
    
    ELIMINATIONS
    
    
    CONSOLIDATEDFor the nine months
ended September 30, 2006Operating Revenues:Casino
    
    $
    
    
    
    $
    
    
    
    $
    161,142
    
    
    $
    25,146
    
    
    $
    
    
    
    $
    186,288
    
    
    $
    
    
    
    $
    186,288Rooms
    
    
    
    
    
    
    
    
    
    
    31,573
    
    
    
    (330
    )
    
    
    
    
    
    
    31,243
    
    
    
    
    
    
    
    31,243Food and beverage
    
    
    
    
    
    
    
    
    
    
    31,620
    
    
    
    950
    
    
    
    
    
    
    
    32,570
    
    
    
    
    
    
    
    32,570Other casino and hotel
    
    
    
    
    
    
    
    
    
    
    10,215
    
    
    
    82
    
    
    
    (707
    )
    
    
    9,590
    
    
    
    
    
    
    
    9,590Total operating revenues
    
    
    
    
    
    
    
    
    
    
    234,550
    
    
    
    25,848
    
    
    
    (707
    )
    
    
    259,691
    
    
    
    
    
    
    
    259,691Less promotional allowances
    
    
    
    
    
    
    
    
    
    
    (30,013
    )
    
    
    (4,525
    )
    
    
    
    
    
    
    (34,538
    )
    
    
    
    
    
    
    (34,538
    )Net operating revenues
    
    
    
    
    
    
    
    
    
    
    204,537
    
    
    
    21,323
    
    
    
    (707
    )
    
    
    225,153
    
    
    
    
    
    
    
    225,153Operating Expenses:Casino
    
    
    
    
    
    
    
    
    
    
    26,505
    
    
    
    3,829
    
    
    
    
    
    
    
    30,334
    
    
    
    
    
    
    
    30,334Rooms
    
    
    
    
    
    
    
    
    
    
    13,251
    
    
    
    
    
    
    
    
    
    
    
    13,251
    
    
    
    
    
    
    
    13,251Food and beverage
    
    
    
    
    
    
    
    
    
    
    25,719
    
    
    
    687
    
    
    
    
    
    
    
    26,406
    
    
    
    
    
    
    
    26,406Other casino and hotel
    
    
    
    
    
    
    
    
    
    
    3,489
    
    
    
    4
    
    
    
    
    
    
    
    3,493
    
    
    
    
    
    
    
    3,493Utilities
    
    
    
    
    
    
    
    
    
    
    7,517
    
    
    
    276
    
    
    
    
    
    
    
    7,793
    
    
    
    
    
    
    
    7,793Marketing, advertising and
casino promotions
    
    
    
    
    
    
    
    
    
    
    10,978
    
    
    
    701
    
    
    
    
    
    
    
    11,679
    
    
    
    
    
    
    
    11,679Repairs and maintenance
    
    
    
    
    
    
    
    
    
    
    5,970
    
    
    
    421
    
    
    
    
    
    
    
    6,391
    
    
    
    
    
    
    
    6,391Insurance
    
    
    
    
    
    
    
    
    
    
    3,199
    
    
    
    543
    
    
    
    
    
    
    
    3,742
    
    
    
    
    
    
    
    3,742Property and local taxes
    
    
    
    
    
    
    
    
    
    
    2,495
    
    
    
    250
    
    
    
    
    
    
    
    2,745
    
    
    
    
    
    
    
    2,745Gaming taxes and licenses
    
    
    
    
    
    
    
    
    
    
    28,239
    
    
    
    3,156
    
    
    
    
    
    
    
    31,395
    
    
    
    
    
    
    
    31,395Administrative and general
    
    
    
    
    
    
    
    
    
    
    12,995
    
    
    
    1,460
    
    
    
    
    
    
    
    14,455
    
    
    
    
    
    
    
    14,455Leased land and facilities
    
    
    
    
    
    
    
    
    
    
    7,509
    
    
    
    1,483
    
    
    
    (707
    )
    
    
    8,285
    
    
    
    
    
    
    
    8,285Loss on disposal of assets
    
    
    
    
    
    
    
    
    
    
    1,906
    
    
    
    
    
    
    
    
    
    
    
    1,906
    
    
    
    
    
    
    
    1,906Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    11,530
    
    
    
    892
    
    
    
    
    
    
    
    12,422
    
    
    
    
    
    
    
    12,422Total operating expenses
    
    
    
    
    
    
    
    
    
    
    161,302
    
    
    
    13,702
    
    
    
    (707
    )
    
    
    174,297
    
    
    
    
    
    
    
    174,297Income from operations
    
    
    
    
    
    
    
    
    
    
    43,235
    
    
    
    7,621
    
    
    
    
    
    
    
    50,856
    
    
    
    
    
    
    
    50,856Other Income (Expense):Interest income
    
    
    
    
    
    
    
    
    
    
    1,303
    
    
    
    40
    
    
    
    
    
    
    
    1,343
    
    
    
    
    
    
    
    1,343Interest expense
    
    
    (10,888
    )
    
    
    
    
    
    
    (12,567
    )
    
    
    
    
    
    
    
    
    
    
    (12,567
    )
    
    
    
    
    
    
    (23,455
    )Total other expense
    
    
    (10,888
    )
    
    
    
    
    
    
    (11,264
    )
    
    
    40
    
    
    
    
    
    
    
    (11,224
    )
    
    
    
    
    
    
    (22,112
    )Income before minority interest
    
    
    (10,888
    )
    
    
    
    
    
    
    31,971
    
    
    
    7,661
    
    
    
    
    
    
    
    39,632
    
    
    
    
    
    
    
    28,744Minority interest in net income
of consolidated subsidiaries
    
    
    (2,386
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,386
    )Income from continuing operations
    
    
    (13,274
    )
    
    
    
    
    
    
    31,971
    
    
    
    7,661
    
    
    
    
    
    
    
    39,632
    
    
    
    
    
    
    
    26,358Discontinued operations, casinos
to be transferred
    
    
    3,314
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,314Net income (loss)
    
    $
    (9,960
    )
    
    $
    
    
    
    $
    31,971
    
    
    $
    7,661
    
    
    $
    
    
    
    $
    39,632
    
    
    $
    
    
    
    $
    29,672
 22




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##### Table of Contents



TROPICANA ENTERTAINMENTGUARANTOR
    
    
    NON-GUARANTORPARENT
    
    
    SUBSIDIARIES
    
    
    SUBSIDIARIES
    
    
    ELIMINATIONS
    
    
    CONSOLIDATEDFor the nine months ended September 30, 2007Cash Flows from Operating Activities
    
    $
    (136,639
    )
    
    $
    223,497
    
    
    $
    21,687
    
    
    $
    
    
    
    $
    108,545Cash Flows from Investing Activities:Additions to property and equipment
    
    
    
    
    
    
    (41,461
    )
    
    
    (18,486
    )
    
    
    
    
    
    
    (59,947
    )Aztar acquisition, net of cash acquired
    
    
    862,636
    
    
    
    (2,145,856
    )
    
    
    (907,289
    )
    
    
    
    
    
    
    (2,190,509
    )Other cash flows from investing activities
    
    
    (1,686,764
    )
    
    
    (23,582
    )
    
    
    2,303
    
    
    
    2,686,367
    
    
    
    978,324Net cash used in investing activities
    
    
    (824,128
    )
    
    
    (2,210,899
    )
    
    
    (923,472
    )
    
    
    2,686,367
    
    
    
    (1,272,132
    )Cash Flows from Financing Activities:Proceeds from issuance of long-term debt
    
    
    1,530,000
    
    
    
    
    
    
    
    440,000
    
    
    
    
    
    
    
    1,970,000Payment of financing costs
    
    
    (56,206
    )
    
    
    
    
    
    
    (8,171
    )
    
    
    
    
    
    
    (64,377
    )Other cash flows from financing activities
    
    
    (523,805
    )
    
    
    2,066,430
    
    
    
    481,442
    
    
    
    (2,686,367
    )
    
    
    (662,300
    )Net cash provided by financing activities
    
    
    949,989
    
    
    
    2,066,430
    
    
    
    913,271
    
    
    
    (2,686,367
    )
    
    
    1,243,323Net increase (decrease) in cash and cash equivalents
    
    
    (10,778
    )
    
    
    79,028
    
    
    
    11,486
    
    
    
    
    
    
    
    79,736Cash and cash equivalents (including cash and cash
equivalent of casinos to be transferred), beginning
of period
    
    
    26,768
    
    
    
    (12,949
    )
    
    
    20,389
    
    
    
    
    
    
    
    34,208Cash and cash equivalents, end of period
    
    $
    15,990
    
    
    $
    66,079
    
    
    $
    31,875
    
    
    $
    
    
    
    $
    113,944
 23




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##### Table of Contents



TROPICANA CASINOS AND RESORTS (PREDECESSOR)GUARANTOR
    
    
    NON-GUARANTORTCR
    
    
    PARENT
    
    
    SUBSIDIARIES
    
    
    SUBSIDIARIES
    
    
    ELIMINATIONS
    
    
    TE TOTAL
    
    
    ELIMINATIONS
    
    
    CONSOLIDATEDFor the nine months ended September 30, 2006Cash Flows from Operating Activities
    
    $
    (4,891
    )
    
    $
    
    
    
    $
    52,023
    
    
    $
    8,526
    
    
    $
    
    
    
    $
    60,549
    
    
    $
    
    
    
    $
    55,658Cash Flows from Investing Activities:Additions to property and equipment
    
    
    (3,473
    )
    
    
    
    
    
    
    (36,131
    )
    
    
    (196
    )
    
    
    
    
    
    
    (36,327
    )
    
    
    
    
    
    
    (39,800
    )Deposits and costs related to
pending acquisition
    
    
    (315,746
    )
    
    
    
    
    
    
    (98
    )
    
    
    
    
    
    
    
    
    
    
    (98
    )
    
    
    
    
    
    
    (315,844
    )Other cash flows from investing
    
    
    45,397
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    (38,943
    )
    
    
    6,492Net cash used in investing activities
    
    
    (273,822
    )
    
    
    
    
    
    
    (36,191
    )
    
    
    (196
    )
    
    
    
    
    
    
    (36,387
    )
    
    
    (38,943
    )
    
    
    (349,152
    )Cash Flows from Financing Activities:Payments on long-term debt
    
    
    
    
    
    
    
    
    
    
    (3,371
    )
    
    
    
    
    
    
    
    
    
    
    (3,371
    )
    
    
    
    
    
    
    (3,371
    )Proceeds from related party note
    
    
    
    
    
    
    
    
    
    
    313,312
    
    
    
    
    
    
    
    
    
    
    
    313,312
    
    
    
    
    
    
    
    313,312Other cash flows from financing
activities
    
    
    278,388
    
    
    
    
    
    
    
    (320,659
    )
    
    
    (9,098
    )
    
    
    
    
    
    
    (329,757
    )
    
    
    38,943
    
    
    
    (12,426
    )Net cash (used in) provided by
financing activities
    
    
    278,388
    
    
    
    
    
    
    
    (10,718
    )
    
    
    (9,098
    )
    
    
    
    
    
    
    (19,816
    )
    
    
    38,943
    
    
    
    297,515Net increase (decrease) in cash and
cash equivalents
    
    
    (325
    )
    
    
    
    
    
    
    5,114
    
    
    
    (768
    )
    
    
    
    
    
    
    4,346
    
    
    
    
    
    
    
    4,021Cash and cash equivalents (including
cash and cash equivalents of
casinos to be transferred),
beginning of period
    
    
    1,550
    
    
    
    
    
    
    
    36,889
    
    
    
    4,344
    
    
    
    
    
    
    
    41,233
    
    
    
    
    
    
    
    42,783Cash and cash equivalents (including
cash and cash equivalent of casinos
to be transferred), end of period
    
    $
    1,225
    
    
    $
    
    
    
    $
    42,003
    
    
    $
    3,576
    
    
    $
    
    
    
    $
    45,579
    
    
    $
    
    
    
    $
    46,804
 24




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##### Table of Contents



B . Laughlin Realty, LLC
 CP LAUGHLIN REALTY, LLC
 
 CONDENSED BALANCE SHEETS
 (In thousands)
 Audited
    
    
    UnauditedDecember 31, 2006
    
    
    September 30, 2007Current Assets:Cash and cash equivalents
    
    $
    209
    
    
    $
    209Deferred rent  current portion
    
    
    1,093
    
    
    
    1,093Amount due from related parties
    
    
    2,125
    
    
    
    5,950Total current assets
    
    
    3,427
    
    
    
    7,252Property and equipment, net
    
    
    21,586
    
    
    
    20,676Deferred rent, net of current portion
    
    
    820
    
    
    
    Intangible assets, net
    
    
    333
    
    
    
    296Total assets
    
    $
    26,166
    
    
    $
    28,224Current Liabilities:Current portion, long-term debt
    
    $
    2,000
    
    
    $
    Amounts due to related parties
    
    
    1,179
    
    
    
    2,096Total current
liabilities
    
    
    3,179
    
    
    
    2,096Long-term debt, net of current portion
    
    
    193,629
    
    
    
    Long-term loan from affiliate
    
    
    
    
    
    
    15,750Total liabilities
    
    
    196,808
    
    
    
    17,846Members equity (deficit)
    
    
    (170,642
    )
    
    
    10,378Total liabilities and members
equity
    
    $
    26,166
    
    
    $
    28,224
  25




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##### Table of Contents



CP LAUGHLIN REALTY, LLC
 
 CONDENSED STATEMENTS OF INCOME
 (In thousands)
 (Unaudited)
 For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2007
    
    2006
    
    2007Operating Revenue:Rental income  related party
    
    $
    1,002
    
    
    $
    1,002
    
    
    $
    3,006
    
    
    $
    3,006Operating Expenses:Depreciation and amortization
    
    
    313
    
    
    
    316
    
    
    
    950
    
    
    
    947Income from
operations
    
    
    689
    
    
    
    686
    
    
    
    2,056
    
    
    
    2,059Interest expense
    
    
    3,661
    
    
    
    307
    
    
    
    11,127
    
    
    
    1,032Interest allocated to co-borrower
    
    
    (3,350
    )
    
    
    
    
    
    
    (10,227
    )
    
    
    (115
    )Net interest expense
    
    
    311
    
    
    
    307
    
    
    
    900
    
    
    
    917Net income
    
    $
    378
    
    
    $
    379
    
    
    $
    1,156
    
    
    $
    1,142
  26




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##### Table of Contents



CP LAUGHLIN REALTY, LLC
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 For the Nine Months Ended September 30,2006
    
    2007Cash Flows from Operating Activities:Net income
    
    $
    1,156
    
    
    $
    1,142Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    950
    
    
    
    947Decrease in deferred rent
    
    
    820
    
    
    
    820Net cash provided by operating activities
    
    
    2,926
    
    
    
    2,909Cash Flows from Financing Activities:Repayment of debt
    
    
    
    
    
    
    (15,750
    )Distribution to member
    
    
    (4,400
    )
    
    
    Loan from affiliate
    
    
    
    
    
    
    15,750Advances to related parties
    
    
    (101
    )
    
    
    (2,909
    )Net cash used in financing activities
    
    
    (4,501
    )
    
    
    (2,909
    )Net decrease in cash and cash equivalents
    
    
    (1,575
    )
    
    
    Cash and cash equivalents, beginning of period
    
    
    1,784
    
    
    
    209Cash and cash equivalents, end of period
    
    $
    209
    
    
    $
    209
  27




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##### Table of Contents



CP LAUGHLIN REALTY, LLC
 
 Notes to Condensed Financial Statements
 Quarter Ended September 30, 2007
 (In thousands, except where noted otherwise)
 (Unaudited)
 1. ORGANIZATION
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Interim Unaudited Information
 Income Taxes
 Recently Issued and Reporting Standards
 Fair Value Measurements
 3. PROPERTY AND EQUIPMENT
  December 31, 2006
    
    September 31, 2007Buildings
    
    $
    15,264
    
    
    $
    15,264Equipment
    
    
    4,988
    
    
    
    4,98820,252
    
    
    
    20,252Less accumulated depreciation
    
    
    (3,666
    )
    
    
    (4,576
    )16,586
    
    
    
    15,676Land
    
    
    5,000
    
    
    
    5,000Property and equipment, net
    
    $
    21,586
    
    
    $
    20,676
 28




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##### Table of Contents



4. INTANGIBLE ASSETS
   December 31, 2006
    
    
    September 30, 2007Trade name
    
    $
    500
    
    
    $
    500Accumulated amortization
    
    
    (167
    )
    
    
    (204
    )$
    333
    
    
    $
    296
  2007 (three months)
    
    $
    132008
    
    
    502009
    
    
    502010
    
    
    502011
    
    
    50
 5. LONG-TERM DEBT:
  December 31, 2006
    
    September 30, 2007Credit Facility, Term Loan A due 2010
    
    $
    96,879
    
    $
    Credit Facility, Term Loan B due 2011
    
    
    98,750
    
    
    195,629
    
    
    Less current portion of term loan
    
    
    (2,000
    )
    
    Total long-term debt
    
    $
    193,629
    
    $
    
   29




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6. GUARANTEE AGREEMENT
    30




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##### Table of Contents



C . Columbia Properties Vicksburg, LLC
 COLUMBIA PROPERTIES VICKSBURG, LLC
 
 CONDENSED BALANCE SHEETS
 (In thousands)
 Audited
    
    
    UnauditedDecember 31, 2006
    
    
    September 30, 2007Current Assets:Cash and cash equivalents
    
    $
    3,705
    
    
    $
    5,512Accounts receivable
    
    
    39
    
    
    
    48Amount due from related parties
    
    
    152
    
    
    
    176Prepaid expenses and other assets
    
    
    490
    
    
    
    399Total current assets
    
    
    4,386
    
    
    
    6,135Property and equipment, net
    
    
    30,289
    
    
    
    28,429Goodwill
    
    
    590
    
    
    
    590Intangible assets, net
    
    
    1,146
    
    
    
    818Loans to Tropicana Entertainment, LLC, an affiliate
    
    
    
    
    
    
    3,000Other assets, net
    
    
    129
    
    
    
    128Total assets
    
    $
    36,540
    
    
    $
    39,100Current Liabilities:Accounts payable
    
    $
    1,058
    
    
    $
    657Accrued expenses and other liabilities
    
    
    3,243
    
    
    
    3,447Amounts due to related parties
    
    
    857
    
    
    
    855Total current liabilities
    
    
    5,158
    
    
    
    4,959Long-term portion of lease liability
    
    
    2,406
    
    
    
    2,292Total liabilities
    
    
    7,564
    
    
    
    7,251Members equity
    
    
    28,976
    
    
    
    31,849Total liabilities and members equity
    
    $
    36,540
    
    
    $
    39,100
  31




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COLUMBIA PROPERTIES VICKSBURG, LLC
 
 CONDENSED STATEMENTS OF INCOME
 (In thousands)
 (Unaudited)
 For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2007
    
    2006
    
    2007Operating Revenues:Casino
    
    $
    7,464
    
    
    $
    7,017
    
    
    $
    25,470
    
    
    $
    21,915Rooms
    
    
    495
    
    
    
    421
    
    
    
    1,563
    
    
    
    1,172Food and beverage
    
    
    1,073
    
    
    
    869
    
    
    
    3,492
    
    
    
    2,524Other casino and hotel
    
    
    132
    
    
    
    115
    
    
    
    643
    
    
    
    353Total operating revenues
    
    
    9,164
    
    
    
    8,422
    
    
    
    31,168
    
    
    
    25,964Less promotional allowances
    
    
    (1,514
    )
    
    
    (997
    )
    
    
    (4,746
    )
    
    
    (2,950
    )Net operating revenues
    
    
    7,650
    
    
    
    7,425
    
    
    
    26,422
    
    
    
    23,014Operating Expenses:Casino
    
    
    1,815
    
    
    
    1,274
    
    
    
    5,463
    
    
    
    3,600Rooms
    
    
    228
    
    
    
    273
    
    
    
    711
    
    
    
    995Food and beverage
    
    
    1,026
    
    
    
    787
    
    
    
    3,142
    
    
    
    2,367Other casino and hotel
    
    
    14
    
    
    
    16
    
    
    
    107
    
    
    
    47Utilities
    
    
    287
    
    
    
    258
    
    
    
    963
    
    
    
    723Marketing, advertising and casino promotions
    
    
    634
    
    
    
    464
    
    
    
    2,549
    
    
    
    1,595Repairs and maintenance
    
    
    415
    
    
    
    154
    
    
    
    908
    
    
    
    361Insurance
    
    
    223
    
    
    
    71
    
    
    
    485
    
    
    
    507Property and local taxes
    
    
    176
    
    
    
    175
    
    
    
    526
    
    
    
    526Gaming taxes and licenses
    
    
    948
    
    
    
    772
    
    
    
    3,152
    
    
    
    2,608Administrative and general
    
    
    539
    
    
    
    1,083
    
    
    
    2,103
    
    
    
    3,333Leased land and facilities
    
    
    91
    
    
    
    155
    
    
    
    657
    
    
    
    807Loss on disposition of assets
    
    
    (18
    )
    
    
    
    
    
    
    
    
    
    
    29Depreciation and amortization
    
    
    1,133
    
    
    
    884
    
    
    
    2,655
    
    
    
    2,648Total operating expenses
    
    
    7,511
    
    
    
    6,366
    
    
    
    23,421
    
    
    
    20,146Income from operations
    
    
    139
    
    
    
    1,059
    
    
    
    3,001
    
    
    
    2,868Interest (expense) income, net
    
    
    85
    
    
    
    5
    
    
    
    (922
    )
    
    
    5Net income
    
    $
    224
    
    
    $
    1,064
    
    
    $
    2,079
    
    
    $
    2,873
  32




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COLUMBIA PROPERTIES VICKSBURG, LLC
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 For the Nine Months Ended September 30,2006
    
    
    2007Cash Flows from Operating Activities:Net income
    
    $
    2,079
    
    
    $
    2,873Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,676
    
    
    
    2,648Decrease in lease liability
    
    
    (87
    )
    
    
    (114
    )Loss from disposition of assets
    
    
    
    
    
    
    29Changes in current assets and current liabilities:Accounts receivable
    
    
    47
    
    
    
    (9
    )Prepaid expenses and other assets
    
    
    (296
    )
    
    
    91Accounts payable, accrued expenses and other liabilities
    
    
    (1,487
    )
    
    
    (197
    )Net cash provided by operating activities
    
    
    2,932
    
    
    
    5,321Cash Flows from Investing Activities:Additions of property and equipment
    
    
    (933
    )
    
    
    (487
    )Other
    
    
    (28
    )
    
    
    Net cash used in investing activities
    
    
    (961
    )
    
    
    (487
    )Cash Flows from Financing Activities:Payments on long-term debt
    
    
    (2,144
    )
    
    
    Advances from (to) related parties
    
    
    652
    
    
    
    (27
    )Loans to Tropicana Entertainment, LLC, an affiliate
    
    
    
    
    
    
    (3,000
    )Net cash used in financing activities
    
    
    (1,492
    )
    
    
    (3,027
    )Net increase in cash and cash equivalents
    
    
    479
    
    
    
    1,807Cash and cash equivalents, beginning of period
    
    
    5,072
    
    
    
    3,705Cash and cash equivalents, end of period
    
    $
    5,551
    
    
    $
    5,512
  33




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##### Table of Contents



COLUMBIA PROPERTIES VICKSBURG, LLC
 
 Notes to Condensed Financial Statements
 Quarter Ended September 30, 2007
 (In thousands, except where noted otherwise)
 (Unaudited)
 1. ORGANIZATION
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Interim Unaudited Information
 Income Taxes
 Recently Issued Accounting and Reporting Standards
 Financial Fair Value Measurements
 3. PROPERTY AND EQUIPMENT
 December 31, 2006
    
    
    September 30, 2007Barge
    
    $
    2,309
    
    
    $
    2,405Buildings and improvements
    
    
    22,939
    
    
    
    23,048Furniture and equipment
    
    
    10,425
    
    
    
    10,65635,673
    
    
    
    36,109Less accumulated depreciation
    
    
    (8,010
    )
    
    
    (10,306
    )27,663
    
    
    
    25,803Land
    
    
    2,626
    
    
    
    2,626Property and equipment, net
    
    $
    30,289
    
    
    $
    28,429
 34




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##### Table of Contents



4. GOODWILL AND INTANGIBLE ASSETS
   December 31, 2006
    
    
    September 30, 2007Goodwill
    
    $
    590
    
    
    $
    590Amortizing intangible assets:Player lists (5 year useful life)
    
    $
    1,795
    
    
    $
    1,795Other amortizing intangibles (5 to 35 year useful life)
    
    
    738
    
    
    
    738Less accumulated amortization
    
    
    (1,387
    )
    
    
    (1,715
    )Total intangible assets, net
    
    $
    1,146
    
    
    $
    818
  2007 (three months)
    
    $
    1092008
    
    
    3682009
    
    
    202010
    
    
    202011
    
    
    20
 5. LONG-TERM DEBT
  6. LEASE COMMITMENTS
   7. GUARANTEE AGREEMENT
  35




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8. SUBSEQUENT EVENT  PENDING SALE OF THE COMPANY
  36




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##### Table of Contents



D . JMBS Casino, LLC
 JMBS CASINO , LLC
 
 CONDENSED BALANCE SHEETS
 (In thousands)
 Audited
    
    
    UnauditedDecember 31, 2006
    
    
    September 30, 2007Current Assets:Cash and cash equivalents
    
    $
    4,031
    
    
    $
    6,554Accounts receivable
    
    
    29
    
    
    
    44Amount due from related parties
    
    
    133
    
    
    
    135Prepaid expenses and other assets
    
    
    509
    
    
    
    289Total current assets
    
    
    4,702
    
    
    
    7,022Property and equipment, net
    
    
    15,899
    
    
    
    18,944Goodwill
    
    
    16,732
    
    
    
    16,732Intangible assets, net
    
    
    120
    
    
    
    20Other assets, net
    
    
    359
    
    
    
    359Loan to Tropicana Entertainment, LLC, an affiliate
    
    
    
    
    
    
    4,000Assets of discontinued operations
    
    
    100
    
    
    
    Total assets
    
    $
    37,912
    
    
    $
    47,077Current Liabilities:Accounts payable
    
    $
    686
    
    
    $
    2,532Accrued expenses and other liabilities
    
    
    1,585
    
    
    
    3,863Amounts due to related parties
    
    
    84
    
    
    
    186Total current liabilities
    
    
    2,355
    
    
    
    6,581Members equity
    
    
    35,557
    
    
    
    40,496Total liabilities and members equity
    
    $
    37,912
    
    
    $
    47,077
  37




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##### Table of Contents



JMBS CASINO, LLC
 
 CONDENSED STATEMENTS OF INCOME
 (In thousands)
 (Unaudited)
 For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2006
    
    2007
    
    2006
    
    2007Operating Revenues:Casino
    
    $
    7,004
    
    
    $
    5,657
    
    
    $
    23,239
    
    
    $
    21,319Rooms
    
    
    106
    
    
    
    118
    
    
    
    279
    
    
    
    290Food and beverage
    
    
    189
    
    
    
    71
    
    
    
    587
    
    
    
    354Other casino and hotel
    
    
    28
    
    
    
    67
    
    
    
    100
    
    
    
    157Total operating revenues
    
    
    7,327
    
    
    
    5,913
    
    
    
    24,205
    
    
    
    22,120Less promotional allowances
    
    
    (921
    )
    
    
    (909
    )
    
    
    (3,405
    )
    
    
    (2,651
    )Net operating revenues
    
    
    6,406
    
    
    
    5,004
    
    
    
    20,800
    
    
    
    19,469Operating Expenses:Casino
    
    
    1,161
    
    
    
    1,217
    
    
    
    3,186
    
    
    
    3,620Rooms
    
    
    50
    
    
    
    87
    
    
    
    162
    
    
    
    282Food and beverage
    
    
    165
    
    
    
    126
    
    
    
    503
    
    
    
    457Utilities
    
    
    148
    
    
    
    133
    
    
    
    531
    
    
    
    388Marketing, advertising and casino promotions
    
    
    131
    
    
    
    110
    
    
    
    411
    
    
    
    344Repairs and maintenance
    
    
    68
    
    
    
    25
    
    
    
    203
    
    
    
    197Insurance
    
    
    301
    
    
    
    260
    
    
    
    622
    
    
    
    698Property and local taxes
    
    
    143
    
    
    
    131
    
    
    
    430
    
    
    
    418Gaming taxes and licenses
    
    
    971
    
    
    
    797
    
    
    
    2,810
    
    
    
    2,601Administrative and general
    
    
    974
    
    
    
    966
    
    
    
    2,473
    
    
    
    2,432Leased land and facilities
    
    
    220
    
    
    
    226
    
    
    
    693
    
    
    
    673Loss (gain) on disposition of
assets
    
    
    17
    
    
    
    (1
    )
    
    
    
    
    
    
    116Depreciation and amortization
    
    
    774
    
    
    
    207
    
    
    
    2,183
    
    
    
    1,324Total operating expenses
    
    
    5,123
    
    
    
    4,284
    
    
    
    14,207
    
    
    
    13,550Income from operations
    
    
    1,283
    
    
    
    720
    
    
    
    6,593
    
    
    
    5,919Other Income (Expense):Interest income
    
    
    11
    
    
    
    14
    
    
    
    68
    
    
    
    69Interest expense
    
    
    (132
    )
    
    
    
    
    
    
    (367
    )
    
    
    Total other income (expense)
    
    
    (121
    )
    
    
    14
    
    
    
    (299
    )
    
    
    69Net income
    
    $
    1,162
    
    
    $
    734
    
    
    $
    6,294
    
    
    $
    5,988
  38




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##### Table of Contents



JMBS CASINO, LLC
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 For the Nine Months Ended September 30,2006
    
    2007Cash Flows from Operating Activities:Net income
    
    $
    6,294
    
    
    $
    5,988Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    2,230
    
    
    
    1,324Loss on disposition of assets
    
    
    
    
    
    
    116Changes in current assets and current liabilities:Accounts receivable
    
    
    (97
    )
    
    
    (15
    )Prepaid expenses and other assets
    
    
    (460
    )
    
    
    220Accounts payable, accrued expenses and other liabilities
    
    
    122
    
    
    
    4,125Net cash provided by operating activities
    
    
    8,089
    
    
    
    11,758Cash Flows from Investing Activities:Additions of property and equipment
    
    
    (45
    )
    
    
    (4,587
    )Other
    
    
    (9
    )
    
    
    200Proceeds from sale of assets of discontinued operations
    
    
    
    
    
    
    100Net cash used in investing activities
    
    
    (54
    )
    
    
    (4,287
    )Cash Flows from Financing Activities:Payments on long-term debt
    
    
    (2,869
    )
    
    
    Advances from (to) related parties
    
    
    (15
    )
    
    
    102Loan to Tropicana Entertainment, LLC, an affiliate
    
    
    
    
    
    
    (4,000
    )Distributions to members
    
    
    (5,775
    )
    
    
    (1,050
    )Net cash used in financing activities
    
    
    (8,659
    )
    
    
    (4,948
    )Net increase (decrease) in cash and cash equivalents
    
    
    (624
    )
    
    
    2,523Cash and cash equivalents, beginning of period
    
    
    5,435
    
    
    
    4,031Cash and cash equivalents, end of period
    
    $
    4,811
    
    
    $
    6,554
  39




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##### Table of Contents



JMBS CASINO, LLC
 
 Notes to Condensed Financial Statements
 Quarter Ended September 30, 2007
 (In thousands, except where noted otherwise)
 (Unaudited)
 1. ORGANIZATION
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Interim Unaudited Information
 Income Taxes
 Reclassifications
 Recently Issued Accounting and Reporting Standards
 Fair Value Measurements
 40




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##### Table of Contents



3. PROPERTY AND EQUIPMENT
  December 31, 2006
    
    
    September 30, 2007Barge
    
    $
    15,133
    
    
    $
    15,225Buildings and improvements
    
    
    2,753
    
    
    
    6,534Furniture and equipment
    
    
    7,721
    
    
    
    7,770Total
    
    
    25,607
    
    
    
    29,529Less accumulated depreciation
    
    
    (10,148
    )
    
    
    (11,025
    )Land
    
    
    440
    
    
    
    440Property and equipment, net
    
    $
    15,899
    
    
    $
    18,944
 4. GOODWILL AND INTANGIBLE ASSETS
   December 31, 2006
    
    
    September 30, 2007Goodwill
    
    $
    16,732
    
    
    $
    16,732Intangible assets:Amortizing intangible assets:Non-compete agreement (five year useful life)
    
    
    3,000
    
    
    
    3,000Accumulated amortization
    
    
    (2,900
    )
    
    
    (3,000
    )Net amortizing intangible assets
    
    
    100
    
    
    
    Non-amortizing intangible assets-trademark and other
    
    
    20
    
    
    
    20Total intangible assets, net
    
    $
    120
    
    
    $
    20
 5. LONG-TERM DEBT
  6. GUARANTEE AGREEMENT
   41




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##### Table of Contents



42




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 A. Tropicana Entertainment, LLC
 Overview and Presentation
    Acquisition of Aztar
    43




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##### Table of Contents



Results of Operations
   Net Operating Revenue:
 Three Months Ended September 30,

    
    Nine Months Ended September 30,2006
    
    
    2007
    
    
    % Change

    
    2006
    
    
    2007
    
    
    % ChangeNevada Segment:Tahoe Horizon
    
    $
    15,056
    
    
    $
    13,185
    
    
    
    (12.4
    %)
    
    $
    35,020
    
    
    $
    31,978
    
    
    
    (8.7
    %)MontBleu
    
    
    17,471
    
    
    
    16,873
    
    
    
    (3.4
    %)
    
    
    38,957
    
    
    
    41,766
    
    
    
    7.2
    %River Palms
    
    
    12,332
    
    
    
    11,980
    
    
    
    (2.9
    %)
    
    
    40,553
    
    
    
    39,169
    
    
    
    (3.4
    %)Tropicana Express(1)
    
    
    
    
    
    
    21,284
    
    
    
    N/A
    
    
    
    
    
    
    
    67,722
    
    
    
    N/ATotal Nevada
    
    
    44,859
    
    
    
    63,322
    
    
    
    41.2
    %
    
    
    114,530
    
    
    
    180,635
    
    
    
    57.7
    %Mississippi River Basin Segment:Lighthouse Point
    
    
    5,929
    
    
    
    7,731
    
    
    
    30.4
    %
    
    
    21,324
    
    
    
    23,242
    
    
    
    9.0
    %Belle of Baton Rouge
    
    
    26,583
    
    
    
    22,291
    
    
    
    (16.1
    %)
    
    
    89,299
    
    
    
    75,810
    
    
    
    (15.1
    %)Casino Aztar Evansville(1)
    
    
    
    
    
    
    32,639
    
    
    
    N/A
    
    
    
    
    
    
    
    99,754
    
    
    
    N/ATotal Mississippi River Basin
    
    
    32,512
    
    
    
    62,661
    
    
    
    92.7
    %
    
    
    110,623
    
    
    
    198,806
    
    
    
    79.7
    %Tropicana Atlantic City(1)
    
    
    
    
    
    
    117,622
    
    
    
    N/A
    
    
    
    
    
    
    
    335,604
    
    
    
    N/ATropicana Las Vegas(1)
    
    
    
    
    
    
    37,408
    
    
    
    N/A
    
    
    
    
    
    
    
    119,816
    
    
    
    N/AOther
    
    
    
    
    
    
    21
    
    
    
    N/A
    
    
    
    
    
    
    
    229
    
    
    
    N/ATotal
    
    $
    77,371
    
    
    $
    281,034
    
    
    
    263.2
    %
    
    $
    225,153
    
    
    $
    835,090
    
    
    
    270.9
    %Net operating revenue for
casinos held for the entire
period
    
    $
    77,371
    
    
    $
    72,081
    
    
    
    (6.8
    %)
    
    $
    225,153
    
    
    $
    212,194
    
    
    
    (5.8
    %)
 
 (1)
    
    Reflects results since January 3, 2007 acquisition. Net Operating Expense:
 Three Months Ended September 30,

    
    Nine Months Ended September 30,2006
    
    
    2007
    
    
    % Change

    
    2006
    
    
    2007
    
    
    % ChangeNevada Segment:Tahoe Horizon
    
    $
    9,804
    
    
    $
    9,994
    
    
    
    1.9
    %
    
    $
    27,392
    
    
    $
    27,952
    
    
    
    2.0
    %MontBleu
    
    
    15,678
    
    
    
    13,169
    
    
    
    (16.0
    %)
    
    
    42,570
    
    
    
    37,490
    
    
    
    (11.9
    %)River Palms
    
    
    10,970
    
    
    
    10,663
    
    
    
    (2.8
    %)
    
    
    32,162
    
    
    
    31,977
    
    
    
    (0.6
    %)Tropicana Express(1)
    
    
    
    
    
    
    22,598
    
    
    
    N/A
    
    
    
    
    
    
    
    57,238
    
    
    
    N/A
 44




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##### Table of Contents



Three Months Ended September 30,

    
    Nine Months Ended September 30,2006
    
    
    2007
    
    
    % Change

    
    2006
    
    
    2007
    
    
    % ChangeTotal Nevada
    
    
    36,452
    
    
    
    56,424
    
    
    
    54.8
    %
    
    
    102,124
    
    
    
    154,657
    
    
    
    51.4
    %Mississippi River Basin Segment:Lighthouse Point
    
    
    3,901
    
    
    
    4,697
    
    
    
    20.4
    %
    
    
    12,907
    
    
    
    14,117
    
    
    
    9.4
    %Belle of Baton Rouge
    
    
    20,078
    
    
    
    17,133
    
    
    
    (14.7
    %)
    
    
    56,705
    
    
    
    53,730
    
    
    
    (5.2
    %)Casino Aztar Evansville(1)
    
    
    
    
    
    
    28,613
    
    
    
    N/A
    
    
    
    
    
    
    
    84,584
    
    
    
    N/ATotal Mississippi River Basin
    
    
    23,979
    
    
    
    50,443
    
    
    
    110.4
    %
    
    
    69,612
    
    
    
    152,431
    
    
    
    119.0
    %Tropicana Atlantic City(1)
    
    
    
    
    
    
    98,251
    
    
    
    N/A
    
    
    
    
    
    
    
    260,655
    
    
    
    N/ATropicana Las Vegas(1)
    
    
    
    
    
    
    32,036
    
    
    
    N/A
    
    
    
    
    
    
    
    91,089
    
    
    
    N/AOther
    
    
    1,296
    
    
    
    (1,430
    )
    
    
    N/A
    
    
    
    2,561
    
    
    
    10,404
    
    
    
    N/ATotal
    
    $
    61,727
    
    
    $
    235,724
    
    
    
    281.9
    %
    
    $
    174,297
    
    
    $
    669,236
    
    
    
    284.0
    %Net operating expense for
casinos held for the entire
period
    
    $
    61,727
    
    
    $
    54,226
    
    
    
    (12.2
    %)
    
    $
    174,297
    
    
    $
    175,670
    
    
    
    0.8
    %
 
 (1)
    
    Reflects results since January 3, 2007 acquisition. Net Operating Income (Loss) For the Three Months Ending September 30, 2006 and 2007:
 2006
    
    
    2007AmountAmount
    
    
    Margin %
    
    
    Amount
    
    
    Margin %
    
    
    Change %Nevada Segment:Tahoe Horizon
    
    $
    5,256
    
    
    
    34.9
    %
    
    $
    3,191
    
    
    
    24.2
    %
    
    
    (39.3
    )%MontBleu
    
    
    1,794
    
    
    
    10.3
    %
    
    
    3,704
    
    
    
    22.0
    %
    
    
    106.5
    %River Palms
    
    
    1,301
    
    
    
    10.5
    %
    
    
    1,317
    
    
    
    11.0
    %
    
    
    1.2
    %Tropicana Express(1)
    
    
    
    
    
    
    N/A
    
    
    
    (1,314
    )
    
    
    (6.2
    %)
    
    
    N/ATotal Nevada
    
    
    8,351
    
    
    
    18.6
    %
    
    
    6,898
    
    
    
    10.9
    %
    
    
    (17.4
    %)Mississippi River Basin Segment:Lighthouse Point
    
    
    2,087
    
    
    
    35.2
    %
    
    
    3,034
    
    
    
    39.2
    %
    
    
    45.4
    %Belle of Baton Rouge
    
    
    6,502
    
    
    
    24.5
    %
    
    
    5,158
    
    
    
    23.1
    %
    
    
    (20.7
    %)Casino Aztar Evansville(1)
    
    
    
    
    
    
    N/A
    
    
    
    4,026
    
    
    
    12.3
    %
    
    
    N/ATotal Mississippi River Basin
    
    
    8,589
    
    
    
    26.4
    %
    
    
    12,218
    
    
    
    19.5
    %
    
    
    42.3
    %Tropicana Atlantic City(1)
    
    
    
    
    
    
    N/A
    
    
    
    19,371
    
    
    
    16.5
    %
    
    
    N/ATropicana Las Vegas(1)
    
    
    
    
    
    
    N/A
    
    
    
    5,372
    
    
    
    14.4
    %
    
    
    N/AMinority interest net income of
consolidated subsidiaries
    
    
    (636
    )
    
    
    N/A
    
    
    
    (1,160
    )
    
    
    N/A
    
    
    
    82.4
    %Other
    
    
    (1,296
    )
    
    
    N/A
    
    
    
    1,451
    
    
    
    N/A
    
    
    
    212.0
    %Total
    
    $
    15,008
    
    
    
    19.4
    %
    
    $
    44,150
    
    
    
    15.7
    %
    
    
    194.2
    %Net operating income for
casinos held for the entire
period
    
    $
    15,008
    
    
    
    19.4
    %
    
    $
    16,695
    
    
    
    23.2
    %
    
    
    11.2
    %
 
 (1)
    
    Reflects results since January 3, 2007 acquisition. Net Operating Income For the Nine Months Ending September 30, 2006 and 2007:
 2006
    
    
    2007AmountAmount
    
    
    Margin %
    
    
    Amount
    
    
    Margin %
    
    
    Change %Nevada Segment:Tahoe Horizon
    
    $
    7,632
    
    
    
    21.8
    %
    
    $
    4,026
    
    
    
    12.6
    %
    
    
    (47.2
    %)MontBleu
    
    
    (3,612
    )
    
    
    (9.3
    %)
    
    
    4,276
    
    
    
    10.2
    %
    
    
    218.4
    %River Palms
    
    
    8,330
    
    
    
    20.5
    %
    
    
    7,192
    
    
    
    18.4
    %
    
    
    (13.7
    %)Tropicana Express(1)
    
    
    
    
    
    
    N/A
    
    
    
    10,484
    
    
    
    15.5
    %
    
    
    N/ATotal Nevada
    
    
    12,350
    
    
    
    10.8
    %
    
    
    25,978
    
    
    
    14.4
    %
    
    
    110.3
    %Mississippi River Basin Segment:
 45




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##### Table of Contents



2006
    
    
    2007AmountAmount
    
    
    Margin %
    
    
    Amount
    
    
    Margin %
    
    
    Change %Lighthouse Point
    
    
    8,476
    
    
    
    39.7
    %
    
    
    9,125
    
    
    
    39.3
    %
    
    
    7.7
    %Belle of Baton Rouge
    
    
    32,591
    
    
    
    36.5
    %
    
    
    22,080
    
    
    
    29.1
    %
    
    
    (32.3
    %)Casino Aztar Evansville(1)
    
    
    
    
    
    
    N/A
    
    
    
    15,170
    
    
    
    15.2
    %
    
    
    N/ATotal Mississippi River Basin
    
    
    41,067
    
    
    
    37.1
    %
    
    
    46,375
    
    
    
    23.3
    %
    
    
    12.9
    %Tropicana Atlantic City(1)
    
    
    
    
    
    
    N/A
    
    
    
    74,949
    
    
    
    22.3
    %
    
    
    N/ATropicana Las Vegas(1)
    
    
    
    
    
    
    N/A
    
    
    
    28,727
    
    
    
    24.0
    %
    
    
    N/AMinority interest net income of
consolidated subsidiaries
    
    
    (2,386
    )
    
    
    N/A
    
    
    
    (3,477
    )
    
    
    N/A
    
    
    
    45.7
    %Other
    
    
    (2,561
    )
    
    
    N/A
    
    
    
    (10,175
    )
    
    
    N/A
    
    
    
    (297.3
    %)Total
    
    $
    48,470
    
    
    
    21.5
    %
    
    $
    162,377
    
    
    
    19.4
    %
    
    
    235.0
    %Net operating income for
casinos held for the entire
period
    
    $
    48,470
    
    
    
    21.5
    %
    
    $
    33,047
    
    
    
    15.6
    %
    
    
    (31.8
    %)
 
 (1)
    
    Reflects results since January 3, 2007 acquisition. Reconciliation of Net Operating Income to Net Income (Loss):
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Net operating income
    
    $
    15,008
    
    
    $
    44,150
    
    
    $
    48,470
    
    
    $
    162,377Interest income
    
    
    457
    
    
    
    4,772
    
    
    
    1,343
    
    
    
    11,255Interest expense
    
    
    (15,445
    )
    
    
    (65,558
    )
    
    
    (23,455
    )
    
    
    (179,636
    )Loss from early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,799
    )Income tax benefit (expense), net
    
    
    
    
    
    
    (4,258
    )
    
    
    
    
    
    
    380,509Discontinued operations, casinos to be transferred
    
    
    5,411
    
    
    
    
    
    
    
    3,314
    
    
    
    Net income (loss)
    
    $
    5,431
    
    
    $
    (20,894
    )
    
    $
    29,672
    
    
    $
    371,706
 Tropicana Entertainments Three Months Ended September 30, 2007 Compared to Tropicana Casinos and
Resorts Three Months Ended September 30, 2006
     46




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##### Table of Contents



Nevada Properties
    Mississippi River Basin Properties
  47




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##### Table of Contents



Tropicana Atlantic City
   Tropicana Las Vegas
  Tropicana Entertainments Nine Months Ended September 30, 2007 Compared to Tropicana Casinos and
Resorts Nine Months Ended September 30, 2006
    48




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##### Table of Contents



Nevada Properties
     Mississippi River Basin Properties
  49




---



##### Table of Contents



Tropicana Atlantic City
   50




---



##### Table of Contents



Tropicana Las Vegas
  Liquidity and Capital Resources
 Overview
      51




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##### Table of Contents



Retirement of Credit Facility
  Additional Sources and Uses of Cash
 Use of Cash for Acquisition of Aztar.
  Indebtedness.
 
    
    Net proceeds derived from the offering of $960.0 million in aggregate principal amount of
the Notes. The Notes mature on December 15, 2014. The Notes accrue interest at a rate of 9
5/8% per annum, which is payable semi-annually in arrears on June 15 and December 15. The
Indenture contains covenants that limit, subject to certain exceptions, the ability of
Tropicana Entertainment and the Guarantors (as defined below) to, among other things, incur
debt, declare certain dividends or make certain distributions, repay certain indebtedness,
make loans or other investments, merge, consolidate or sell substantially all of its
property or business, enter into transactions with affiliates (which are not Guarantors),
cause their subsidiaries to pay certain dividends or make certain distributions or enter
into a new line of business.
 52




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##### Table of Contents



No principal payments are due on the Notes until their maturity, however, in the event that the
indebtedness under the Credit Facility is accelerated following the occurrence of an event of
default thereunder, the indebtedness under the Notes could also be accelerated.
    
    The Credit Facility, which was made available to Tropicana Entertainment on January 3,
2007 and provided for $1,530.0 million in aggregate principal amount of term loans, $229.8
million in aggregate principal amount of which we have since repaid resulting in $1,300.2
million in aggregate principal amount of such term loans presently being outstanding, and a
$180.0 million revolving credit facility under which we have approximately $170.3 million in
additional availability, net of approximately $9.7 million of outstanding letters of credit,
each of which is scheduled to mature on January 3, 2012. The interest rates per annum
applicable to the loans are currently, at our option, an adjusted LIBOR rate plus an
applicable margin of 2.25% or an alternate base rate plus an applicable margin of 1.50%, and
in the case of the revolving credit facility will vary according to our Leverage Ratio (as
such term is defined in the Credit Facility) during the term of the revolving credit
facility. However, Tropicana Entertainment has entered into swap agreements in the amount of
$1.0 billion, which effectively fix at 5.00% per annum the LIBOR rate applicable to $1.0
billion of the indebtedness incurred under the Credit Facility. The Credit Facility contains
covenants that limit, subject to certain exceptions, the ability of Tropicana Entertainment
and the Guarantors to, among other things, incur debt, declare certain dividends or make
certain distributions, repay certain indebtedness, incur liens or other encumbrances, make
loans or other investments, merge, consolidate or sell substantially all of its property or
business, make capital expenditures above certain prescribed levels during any fiscal year,
enter into transactions with affiliates (which are not Guarantors), cause its subsidiaries
to pay certain dividends or make certain distributions, amend debt or other material
agreements or enter into a new line of business. The Credit Facility also requires Tropicana
Entertainment to comply with certain financial covenants, including a maximum Leverage Ratio
and a minimum interest coverage ratio which will become more restrictive over time.As of September 30, 2007, Tropicana Entertainment was in compliance with the financial
maintenance covenants contained in the Credit Facility.
However, depending on its future results, management cannot assure that Tropicana Entertainment
will be in compliance with the financial maintenance covenants contained in the
Credit Facility as of December 31, 2007, absent additional capital contributions by its
owner or additional repayments of debt prior to December 31, 2007.
Accordingly,
Tropicana Entertainment has begun the process of seeking to amend certain terms contained in
the Credit Facility in order to prevent the occurrence of an event of default thereunder in
future periods. There can be no assurance that the lenders under the Credit Facility will
agree to amend the Credit Facility in the manner sought by Tropicana Entertainment on terms
acceptable to it, or at all. As a result, it is possible that Tropicana Entertainment will not
be in compliance with the financial maintenance covenants contained in the Credit Facility in
future periods, which would result in an event of default under the Credit Facility. If such
an event of default occurs, there can be no assurance that the lenders under the Credit
Facility will grant Tropicana Entertainment a waiver on terms acceptable to it, or at all.
Among other things, such lenders may seek to increase the interest rate margin applicable to
the Credit Facility as a condition to agreeing to grant Tropicana Entertainment a waiver of the
event of default, which, if agreed to, could adversely affect Tropicana Entertainments
liquidity by increasing the cost of its debt service obligations. If an event of default
occurs under the Credit Facility as a result of Tropicana Entertainments inability to comply
with the financial maintenance covenants contained in such agreement, upon due notice to it
under the terms of the Credit Facility, among other things, the unpaid principal amount of and
accrued interest on the loans and all other obligations under the Credit Facility would
immediately become due and payable. The occurrence of any acceleration of indebtedness due
under the Credit Facility would constitute an event of default under the Las Vegas Term Loan
(as defined below) and the Indenture, thereby enabling the lenders and noteholders thereunder
to accelerate the indebtedness under the Las Vegas Term Loan and the Notes, respectively.
Moreover, in the event that such indebtedness is accelerated, there can be no assurance that
Tropicana Entertainment will be able to refinance it on acceptable terms, or at all. As a
result, if an event of default under the Credit Facility occurs and results in an acceleration
of the Credit Facility, a material adverse effect on Tropicana Entertainments liquidity could
occur as a consequence. Please see Part II. Other InformationItem 1A. Risk FactorsWe
are currently in compliance with the financial maintenance covenants contained in the Credit
Facility, however, depending on our future results and absent additional capital contributions by our owner or additional repayments of debt prior to December 31, 2007, there can be no assurance that we will be in compliance with such financial
maintenance covenants in future periods, which would result in an event of default under the Credit Facility.
    
    A senior secured credit facility in an aggregate principal amount of $440.0 million (the
Las Vegas Term Loan), which was made available to Tropicana Las Vegas Casino and
Resort, LLC (the Las Vegas Borrower) on January 3, 2007, a newly formed indirect
subsidiary of Tropicana Entertainment that indirectly holds the assets and operations
relating to the Tropicana Las Vegas, which is not part of the restricted group under the
Indenture or the Credit Facility and whose operating results do not support debt service
obligations under the Notes or the Credit Facility. The initial term of the Las Vegas Term
Loan concludes on July 3, 2008. Accordingly, the $440.0 million in aggregate principal
amount outstanding under the Las Vegas
 53




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##### Table of Contents



Term Loan is classified as current portion, long-term debt in the Current Liabilities
section of Tropicana Entertainments unaudited interim condensed consolidated balance sheets.
The Las Vegas Term Loan affords the Las Vegas Borrower two six month options to extend the term
of such loan, however, the company may not be permitted to exercise these options if an event
of default has occurred under the Credit Facility, as discussed above. The interest rates per
annum applicable to the Las Vegas Term Loan are, at the Las Vegas Borrowers option, an
adjusted LIBOR rate plus an applicable margin of 2.25% or an alternate base rate plus an
applicable margin of 1.50%. However, the Las Vegas Borrower has entered into a swap agreement
in the amount of $440 million, which effectively fixes at 5.10% per annum the LIBOR rate
applicable to the entire balance outstanding under the Las Vegas Term Loan. The Las Vegas Term
Loan contains covenants that, subject to certain exceptions, limit the Las Vegas Borrowers
ability to, among other things, incur debt, declare certain dividends on, redeem or repurchase
its capital stock generally, repay certain outstanding indebtedness, incur liens or other
encumbrances, make loans or other investments, merge, consolidate or sell substantially all its
property or business, make certain capital expenditures, cause its subsidiaries to pay certain
dividends or make certain distributions and amend debt or other material agreements. The Las
Vegas Term Loan also requires the Las Vegas Borrower to comply with certain financial
covenants, including a maximum ratio of total indebtedness to the appraised value of the
property located on the Las Vegas Strip of 60%, and maximum capital expenditure amounts.No principal payments are due under the Las Vegas Term Loan until its maturity, however, in the
event that the indebtedness under the Credit Facility is accelerated following the occurrence
of an event of default thereunder, the indebtedness under the Las Vegas Term Loan could also be
accelerated.
    
    The approximately $241.8 million remaining of a $313.0 million deposit plus accrued
interest made by Columbia Sussex on behalf of Tropicana Casinos and Resorts into a custodial
account upon the execution of the merger agreement with respect to the acquisition of Aztar.
    
    Cash-on-hand of ours and Aztar.
    
    An additional equity contribution of approximately $152.0 million from Tropicana Casinos
and Resorts, Tropicana Entertainments ultimate parent.
  Planned Capital Expenditures
 
    
    Tropicana Atlantic City:In November 2004, Aztar completed a $285.0 million expansion
to the Tropicana Atlantic City, which included a 200,000-square-foot entertainment,
restaurant and retail complex known as The Quarter at Tropicana (The Quarter). We
intend to proceed with a plan developed by Aztar, which we expect will cost approximately
$55.0 million, to enhance the Tropicana Atlantic City by refurbishing its casino floors and
hotel towers so that they are similar in quality and appearance to The Quarter. The
three-phase refurbishment project commenced in December 2005. During phase one of the
project, Aztar made enhancements to the north tower hotel rooms and certain non-gaming
amenities, which phase was completed during the fourth quarter of 2006. During phase two of
the project, we refurbished half of the casino floor and the south tower hotel rooms. In
phase three of the project, we will refurbish the other half of the casino floor and two
restaurants at the property. We expect to complete the third phase in the first quarter of
2008.
    
    Belle of Baton Rouge:The Belle of Baton Rouge benefited from the population increase in
the Baton Rouge area following the displacement of residents of New Orleans as a result of
Hurricane Katrina, although that benefit has since somewhat subsided. To accommodate the
increased demand for gaming in this market and to build market share, we are currently
building a 330-space parking structure adjacent to the casino. We will endeavor to complete
construction of the parking structure, which is designed to increase casino traffic and is
estimated to cost approximately $12.5 million, by the second quarter of 2008.
 54




---



##### Table of Contents




    
    Redevelop the Tropicana Las Vegas Site.To capitalize on its premium location on the Las
Vegas Strip, we expect to redevelop the Tropicana Las Vegas by refurbishing one of its two
existing hotel towers and its existing showroom (we expect to raze the other existing tower
and all of the other remaining structures on the site) and redeveloping the remainder of its
34-acre site. Our preliminary plan for this redevelopment effort envisions approximately
10,200 new and refurbished hotel rooms, of which approximately 500 will be refurbished hotel
rooms in the existing hotel tower to be retained, approximately 600,000 square feet of new
meeting space, the renovation of the casino floor to increase its size and create a more
modern layout, and a new approximately 250,000-square-foot retail plaza. We plan to complete
this redevelopment in 2010. The redevelopment will be funded by a construction financing
transaction independent of the financing transactions that funded the acquisition of Aztar
and, if required, by additional capital contributions from Tropicana Casinos and Resorts,
Tropicana Entertainments ultimate parent.
    
    Lighthouse Point:We expect to invest between $4.0 million and $5.0 million at the
Lighthouse Point in Greenville, Mississippi in order to renovate the casino floors and
public areas of the property so as to better position it to meet the competitive challenges
posed by the introduction of a new gaming property, Harlows
Casino Resort, which opened near Greenville in
 November 2007. We
will add up to 350 new and converted slot machines, making all of the slot machines at the
property ticket-in ticket-out, and upgrade the slot tracking systems. We will also make
improvements to the restaurant at the property.
    
    Casino Aztar Evansville:In August 2007, the City of Evansvilles Redevelopment
Commission approved our preliminary plan to build a 1,046-seat theater at the Casino Aztar
Evansville. The venue, construction of which is currently projected to be completed in the
first quarter of 2008 at an approximate cost of $7.0 million, is expected to offer live
entertainment for patrons of the property and residents of Evansville.
  Contractual Obligations
   Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years
    
    
    TotalTropicana Casinos and Resorts, Inc.:Long-term debt, including current portion
    
    $
    2,294
    
    
    $
    4,052
    
    
    $
    189,629
    
    
    $
    960,000
    
    
    $
    1,155,975Interest expense  variable
    
    
    19,236
    
    
    
    37,879
    
    
    
    28,775
    
    
    
    
    
    
    
    85,890Interest expense  fixed
    
    
    92,400
    
    
    
    184,800
    
    
    
    184,800
    
    
    
    277,200
    
    
    
    739,200Operating leases
    
    
    10,582
    
    
    
    20,650
    
    
    
    19,249
    
    
    
    203,369
    
    
    
    253,850Purchase obligations
    
    
    571
    
    
    
    602
    
    
    
    67
    
    
    
    
    
    
    
    1,240Total
    
    $
    125,083
    
    
    $
    247,983
    
    
    $
    422,520
    
    
    $
    1,440,569
    
    
    $
    2,236,155
  Payments due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years
    
    
    TotalTropicana Entertainment:Long term debt, including current portion
    
    $
    13,914
    
    
    $
    467,292
    
    
    $
    1,321,240
    
    
    $
    960,000
    
    
    $
    2,762,446Interest expense  variable
    
    
    26,895
    
    
    
    50,698
    
    
    
    47,089
    
    
    
    
    
    
    
    124,682Interest expense  fixed
    
    
    197,231
    
    
    
    345,966
    
    
    
    329,800
    
    
    
    277,200
    
    
    
    1,150,197Operating leases
    
    
    14,482
    
    
    
    24,450
    
    
    
    20,549
    
    
    
    203,469
    
    
    
    262,950Purchase obligations
    
    
    44,271
    
    
    
    6,202
    
    
    
    367
    
    
    
    
    
    
    
    50,840Other
    
    
    900
    
    
    
    1,900
    
    
    
    4,000
    
    
    
    15,600
    
    
    
    22,400Total
    
    $
    297,693
    
    
    $
    896,508
    
    
    $
    1,723,045
    
    
    $
    1,456,269
    
    
    $
    4,373,515
 55




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Off-Balance Sheet Arrangements
    Critical Accounting Policies
   56




---



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Self-Insurance Accruals
  Property and Equipment
    Goodwill and Intangible Assets
     Accounts Receivable
  57




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##### Table of Contents



Customer Loyalty Program
  B. CP Laughlin Realty, LLC
 Overview
     Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Operating revenue
    
    $
    1,002
    
    
    $
    1,002
    
    
    $
    3,006
    
    
    $
    3,006Operating expenses
    
    
    (313
    )
    
    
    (316
    )
    
    
    (950
    )
    
    
    (947
    )Net interest expense
    
    
    (311
    )
    
    
    (307
    )
    
    
    (900
    )
    
    
    (917
    )Net income
    
    $
    378
    
    
    $
    379
    
    
    $
    1,156
    
    
    $
    1,142
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
  58




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Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
   Liquidity and Capital Resources
       59




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Contractual Obligations
  Payments Due by PeriodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years
    
    
    TotalCP Laughlin Realty, LLC:Note payable to affiliate
    
    $
    
    
    
    $
    15,750
    
    
    $
    
    
    
    $
    
    
    
    $
    15,750Variable interest
    
    
    1,223
    
    
    
    1,223
    
    
    
    
    
    
    
    
    
    
    
    2,446Total
    
    $
    1,223
    
    
    $
    16,973
    
    
    $
    
    
    
    $
    
    
    
    $
    18,196
   Off-Balance Sheet Arrangements
  Critical Accounting Policies
  C. Columbia Properties Vicksburg, LLC
 Overview
  60




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Summary Operating Results:
 Three Months Ended September 30,
    
    Nine Months Ended September 30,
    
    VarianceThree
    
    Nine2006
    
    2007
    
    2006
    
    2007
    
    Months
    
    MonthsOperating revenue
    
    $
    7,650
    
    
    $
    7,425
    
    
    $
    26,422
    
    
    $
    23,014
    
    
    
    (2.9
    %)
    
    
    (12.9
    %)Operating expenses
    
    
    (7,511
    )
    
    
    (6,366
    )
    
    
    (23,421
    )
    
    
    (20,146
    )
    
    
    (15.2
    %)
    
    
    (14.0
    %)Income from operations
    
    
    139
    
    
    
    1,059
    
    
    
    3,001
    
    
    
    2,868
    
    
    
    661.9
    %
    
    
    (4.4
    %)Net interest income (expense)
    
    
    85
    
    
    
    5
    
    
    
    (922
    )
    
    
    5
    
    
    
    (94.1
    %)
    
    
    100.5
    %Net income
    
    $
    224
    
    
    $
    1,064
    
    
    $
    2,079
    
    
    $
    2,873
    
    
    
    375.0
    %
    
    
    38.2
    %
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
 Operating  Revenues
  Operating  Expenses
  Income  from  Operations
  Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
 Operating  Revenues
  61




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Operating  Expenses
  Income  from  Operations
  Interest  Expense
  Net  Income
  Liquidity and Capital Resources
     62




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Contractual Obligations
   Payments Due by PeriodLess than
    
    1-3
    
    3-5
    
    More thanContractual Obligations
    
    1 Year
    
    Years
    
    Years
    
    5 Years
    
    TotalColumbia Properties Vicksburg, LLC:Operating leases
    
    $
    576
    
    
    $
    1,152
    
    
    $
    1,152
    
    
    $
    12,669
    
    
    $
    15,549Purchase obligations
    
    
    298
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    471Total
    
    $
    874
    
    
    $
    1,325
    
    
    $
    1,152
    
    
    $
    12,669
    
    
    $
    16,020
   63




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
  D.JMBSCasinoLLC
   Summary Operating Results:
 Three Months Ended September 30,
    
    Nine Months Ended September 30,
    
    VarianceThree2006
    
    2007
    
    2006
    
    2007
    
    Months
    
    Nine MonthsOperating revenue
    
    $
    6,406
    
    
    $
    5,004
    
    
    $
    20,800
    
    
    $
    19,469
    
    
    
    (21.9
    %)
    
    
    (6.4
    %)Operating expenses
    
    
    (5,123
    )
    
    
    (4,284
    )
    
    
    (14,207
    )
    
    
    (13,550
    )
    
    
    (16.4
    %)
    
    
    (4.6
    %)Income from operations
    
    
    1,283
    
    
    
    720
    
    
    
    6,593
    
    
    
    5,919
    
    
    
    (43.9
    %)
    
    
    (10.2
    %)Net interest income (expense)
    
    
    (121
    )
    
    
    14
    
    
    
    (299
    )
    
    
    69
    
    
    
    N/M
    
    
    
    N/MNet income
    
    $
    1,162
    
    
    $
    734
    
    
    $
    6,294
    
    
    $
    5,988
    
    
    
    (36.8
    %)
    
    
    (4.9
    %)
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006
 Revenues
  64




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Operating  Expenses
  Income  from  Operations
  Interest  Expense
  Net  Income
  Nine Months Ended September 30, 2007 Compared to Nine Months Ended September 30, 2006
 Revenues
  Operating  Expenses
  Income  from  Operations
  Interest  Expense
  Net  Income
  65




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Liquidity and Capital Resources
       Contractual Obligations
  66




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Payments Due by PeriodLess than
    
    
    1-3
    
    
    3-5
    
    
    More thanContractual Obligations
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 Years
    
    
    TotalJMBS Casino LLC:Operating leases
    
    $
    862
    
    
    $
    1,134
    
    
    $
    310
    
    
    $
    17
    
    
    $
    2,323
   Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Important Information Regarding Forward-Looking Statements
   67




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o
    
    The effect of a potential default under the Credit Facility.o
    
    The effects of intense competition that exists in the gaming industry.o
    
    The fact that our expansion, development and renovation projects
(including enhancements to improve property performance) are subject to the many
risks inherent in the expansion, development or construction of a new or existing
project, including:
 §
    
    unanticipated design, construction, regulatory, environmental and
operating problems and lack of demand for our projects;§
    
    unanticipated delays and significant cost increases, shortages of
materials, shortages of skilled labor or work stoppages;§
    
    poor performance or non-performance by third parties on whom we are
relying in connection with any of our projects;§
    
    unforeseen construction scheduling, engineering, environmental,
permitting, construction or geological problems, weather interference,
floods, fires or other casualty losses; and§
    
    failure to obtain necessary government or other approvals on time, or
at all.
 o
    
    The risk that any of our projects may not be completed, if at all, on
time or within established budgets, or that any project will result in increased
earnings to us.o
    
    The risk that significant delays, cost overruns, or failures of any
of our projects to achieve market acceptance could have a material adverse effect
on our business, financial condition and results of operations.o
    
    The risk that our projects may not help us compete with new or
increased competition in our markets.o
    
    The risk that the actual fair value for assets acquired and
liabilities assumed from any of our acquisitions materially differ from our
preliminary estimates.o
    
    The risks associated with growth and acquisitions, including our
ability to identify, acquire, develop or profitably manage additional companies or
operations or successfully integrate such companies or operations into our
existing operations without substantial costs, delays or other problems.o
    
    The risk that we may not receive gaming or other necessary licenses
for recently acquired properties or new projects.o
    
    The risk that we may be unable to finance our expansion, development
and renovation projects, including cost overruns on any particular project, as
well as other capital expenditures through cash flow, borrowings under our
existing credit sources and additional financings, which could jeopardize our
expansion, development and renovation efforts.o
    
    The risk that we may not be ultimately successful in dismissing the
action filed against certain of our subsidiaries by Park Cattle Co. (Park
Cattle), which action could materially and adversely affect our business,
financial condition and results of operations.o
    
    The effects of the extensive governmental gaming regulation and
taxation policies that we are subject to, as well as any changes in laws and
regulations, including increased taxes, which could harm our business.o
    
    The effects of extreme weather conditions on our facilities and the
geographic areas where we draw our customers, and our ability to recover insurance
proceeds (if any).o
    
    The risks relating to mechanical failure and regulatory compliance at
any of our facilities.o
    
    The effects of events adversely impacting the economy or the regions
where we draw a significant percentage of our customers, including the effects of
war, terrorist or similar activity or disasters in, at, or around our properties.
 68




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o
    
    The effects of energy price increases on our cost of operations and
our revenues.o
    
    Financial community and rating agency perceptions of the Company, and
the effect of economic, credit and capital market conditions on the economy and
the gaming and hotel industry.
 SEC
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 A.TropicanaEntertainment,LLC
     69




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B.CPLaughlinRealty,LLC
     C.ColumbiaPropertiesVicksburg,LLC
    70




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##### Table of Contents



D.JMBSCasinoLLC
     
 Item 4. Controls and Procedures
 A.TropicanaEntertainment,LLC
   B.CPLaughlinRealty,LLC
  71




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C.ColumbiaPropertiesVicksburg,LLC
   D.JMBSCasinoLLC
   72




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
   We are currently in compliance with the
financial maintenance covenants contained in the Credit Facility, however, depending on our future results and absent additional capital contributions
by our owner or additional repayments of debt prior to December 31, 2007, there can be no assurance
that we will be in compliance with such financial maintenance covenants in future periods, which would result in an event of default under the Credit Facility.
     73




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Intense competition could result in our loss of market share or profitability.
      The Aztar acquisition presents many risks and we may not realize the financial and strategic goals
that we contemplated at the time affiliates of Tropicana Entertainment agreed to acquire Aztar.
  
    
    we have limited experience operating a full-scale casino resort in the
Atlantic City or Las Vegas markets;
    
    we have limited experience operating the gaming properties acquired from Aztar;
    
    upon the consummation of the Aztar acquisition, the amount of our
indebtedness increased substantially, which may constrain our future
operations and strategic development;
    
    our results of operations may not meet our expectations, which would
then make it difficult to service the debt we incurred to consummate
the transaction;
 74




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##### Table of Contents




    
    given its size, operating Aztar may strain our management resources
and the integration of Aztar may divert the attention of our
management team from our other important business concerns;
    
    we may be unable to achieve the contemplated operational synergies or
other cost savings and benefits that we had anticipated in connection
with the Aztar acquisition in the expected timeframe or at all;
    
    we may experience adverse accounting consequences as a result of
efforts to conform Aztars accounting policies to those of Tropicana
Entertainment;
    
    we may experience difficulties and incur expenses in connection with
applying our internal control procedures to Aztars operations; and
    
    we may experience some or all of the risks described under   We may
not be able to successfully complete strategic transactions or
integrate new businesses into our operations, which may prevent us from
implementing strategies to grow our business.
 We have incurred, and will continue to incur, substantial costs to integrate Aztar into our
operations.
  
    
    fees and expenses of professionals and consultants involved in
completing the integration process;
    
    settling existing liabilities of the acquired business;
    
    integrating information technology systems and personnel; and
    
    other transaction costs associated with the Aztar acquisition.
 We may not be able to successfully complete strategic transactions or integrate new
businesses into our operations, which may prevent us from implementing strategies to grow our
business.
  75




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##### Table of Contents



Our expansion, development and renovation projects face significant risks inherent in such
projects, including the possibility of incurring cost overruns and potential difficulties in
obtaining necessary governmental approvals.
  
    
    shortages of energy, material and skilled labor;
    
    labor disputes and work stoppages;
    
    disputes with contractors or subcontractors;
    
    delays in obtaining or inability to obtain necessary permits, licenses and approvals;
    
    changes to plans or specifications;
    
    engineering, geological, excavation, regulatory and equipment problems;
    
    changes in statutes, regulations, policies and agency interpretations of laws
applicable to gaming projects;
    
    environmental and real property issues;
    
    weather interference or delays;
    
    unanticipated delays and cost increases; and
    
    fires, earthquakes, floods and other natural disasters that disrupt development.
     76




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##### Table of Contents



When we redevelop the Tropicana Las Vegas, we could encounter problems during the development and
construction process that may substantially increase costs or delay completion of the redevelopment
project.
  
 
    
    by the time we complete our planned Tropicana Las Vegas redevelopment
effort, the Las Vegas market may be saturated with newly constructed
casino resorts of the type we intend to offer. Among others, Las Vegas
Sands Corp.s expansion project, the Palazzo, Wynn Resorts latest
full-scale resort project, the Encore, Boyd Gamings new
hotel-casino-shopping complex, Echelon Place, and MGM Mirages 
CityCenter development, are scheduled to open in the coming years,
any of which may adversely affect customer demand for the Tropicana
Las Vegas once we have completed redeveloping the property;
    
    there can be no assurance that we will be able to obtain sufficient
financing to execute the redevelopment project as presently envisaged,
particularly in light of the recent weakening in the credit markets.
If we are unable to obtain sufficient financing to fund the
redevelopment project or obtain such funding on terms or at prices
acceptable to us, we may have to adopt one or more alternatives, such
as reducing the scope or delaying the construction of the planned
redevelopment project or certain capital expenditures associated with
it;
 
    
    the indebtedness we expect to incur to fund the redevelopment project
is anticipated to be significant, and will exceed the $440.0 million
of indebtedness under the existing Las Vegas Term Loan (which
indebtedness would be refinanced with the construction financing that
we expect to obtain to fund the redevelopment). Moreover, there can
be no assurance that we will be able to obtain financing to fund the
redevelopment project on acceptable terms, or at all;
    
    although we intend to design the project to minimize disruption to our
existing business operations, we expect portions of the existing
operations at the Tropicana Las Vegas to be closed or disrupted during
the redevelopment project, which may have a significant adverse effect
on our results of operations;
    
    we may incur additional design and construction costs associated with
redeveloping the Tropicana Las Vegas by building around selected
existing structures instead of razing all of the existing structures
on the property;
    
    recent increases in the cost of raw materials for construction, driven
in part by demand in Las Vegas, may also cause the cost of the project
to exceed our budgeted amount; and
    
    as a result of the many other development and expansion projects
currently being carried out and planned for the near term in the Las
Vegas market, we may experience shortages of qualified contractors or
the skilled labor required to complete the redevelopment project or
retaining the services of such contractors or labor may cost

significantly more than we presently anticipate that it will.
  77




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The State of New Jersey provided us with only interim casino authorization to operate the Tropicana
Atlantic City. If we do not subsequently obtain approval and plenary qualification to operate the
Tropicana Atlantic City, we will be required to dispose of our interests in the Tropicana Atlantic
City.
     Our operations depend significantly on the results of Tropicana Atlantic City. Accordingly, any
material adverse effect on the operations of Tropicana Atlantic City could have a material adverse
effect on us.
  78




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Alleged defaults under our leases with Park Cattle could have a material adverse effect on us.
      79




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We are subject to litigation which, if adversely determined, could cause us to incur substantial
losses.
   Our substantial indebtedness could adversely affect our financial condition and prevent us from
fulfilling our obligations under the notes.
  
 
    
    make it more difficult for us to satisfy our obligations with respect to the notes;
    
    increase our vulnerability to general adverse economic and industry conditions, and
limit our ability to withstand competitive pressures;
    
    require us to dedicate a substantial portion of our cash flow from operations to
payments in respect of our indebtedness, thereby reducing the availability of our
cash flow to fund working capital, capital expenditures, development projects and
other general operating requirements;
    
    limit our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate;
    
    restrict us from making strategic acquisitions or exploiting business opportunities;
    
    place us at a competitive disadvantage compared to our competitors that have less debt; and
    
    limit our ability to borrow additional funds.
  Despite our level of indebtedness, we may be able to incur substantially more debt. This could
exacerbate the risks described above.
  80




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##### Table of Contents



To service our indebtedness, we will require a significant amount of cash, but our ability to
generate cash depends on many factors beyond our control.
   The terms of the Indenture, the credit documentation governing the Credit Facility, the credit
documentation governing the Las Vegas Term Loan and the documentation governing our other
indebtedness may restrict our current and future operations, particularly our ability to respond to
changes in our business or to take certain actions.
  
    
    incur or guarantee additional debt or issue certain preferred stock;
    
    pay certain dividends, or make certain redemptions, repurchases or distributions, with respect
to equity interests or subordinated indebtedness;
    
    create or incur certain liens;
    
    make certain loans or investments;
    
    engage in mergers, acquisitions, amalgamations, asset sales and sale and leaseback transactions;
    
    engage in transactions with affiliates; and
    
    create restrictions on the ability to pay dividends or make certain other payments to the
obligors of the indebtedness.
   81




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##### Table of Contents



Only certain of Tropicana Entertainments subsidiaries guarantee its indebtedness, and the assets
of non-guarantor subsidiaries may not be available to make payments on the notes.
    Union organization activity could significantly increase our labor costs.
  82




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Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and
negatively impact our future profits.
   83




---



##### Table of Contents



We are subject to extensive governmental regulation and taxation policies, the enforcement of which
could adversely affect our business, financial condition and results of operations.
 Regulation by Gaming Authorities.
 
 Potential Changes in Legislation and Regulation.
  Taxation and Fees.
 84




---



##### Table of Contents



Compliance With Other Laws.
 Our riverboats are subject to extensive regulations.
  We are subject to environmental, health and safety regulations, and any liabilities arising out of
noncompliance with applicable laws, or the implementation of significant regulatory change, could
adversely affect our results of operations.
  Our operations could be adversely affected due to the adoption of certain anti-smoking regulations.
   85




---



##### Table of Contents



Compliance with the Sarbanes-Oxley Act could increase the challenges we face.
  The owner of Tropicana Entertainments equity interests may take actions that conflict with your
interests.
     86




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##### Table of Contents



Mr. William Yung does not control JMBS Casino, one of the guarantors of the notes that is not a
subsidiary of Tropicana Entertainment, and the managers of, or holders of membership interests in,
JMBS Casino could take actions that conflict with your interests or conflict with the interests of
Tropicana Entertainment.
   We depend upon our key employees and certain members of our management.
 
 Our dockside and riverboat facilities are subject to additional risks.
  The concentration and evolution of the slot machine manufacturing industry could impose additional
costs on us.
   87




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##### Table of Contents



We extend credit to our customers and our inability to collect gaming debts may have an adverse
effect on our results of operations.
  Our business is capital intensive, and we may not be able to raise adequate capital to finance our
business strategy, or we may be able to do so only on terms that significantly restrict our ability
to operate our business.
   We may not have or be able to obtain sufficient insurance coverage to replace or cover the full
value of losses we may suffer.
   88




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##### Table of Contents



Our results of operations and financial condition could be materially adversely affected by the
occurrence of natural disasters, such as hurricanes, or other catastrophic events, including war
and terrorism.
   Economic and political conditions, including slowdowns in the economy, and other factors affecting
discretionary consumer spending may harm our operating results.
   Energy price increases may adversely affect our cost of operations and our revenues.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  89




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##### Table of Contents



Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 (a)
    
    Exhibits
 No. 31.1Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.No. 31.2Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.No. 31.3Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.No. 31.4Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.No. 32.1Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.No. 32.2Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.No. 32.3Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.No. 32.4Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 90




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Signature
   Tropicana Entertainment, LLC, registrantBy:
    /s/  Theodore R. MitchelTheodore R. MitchelSenior Vice President; Chief Financial Officer; TreasurerTropicana Finance Corp., registrantBy:
    /s/  Theodore R. MitchelTheodore R. MitchelSenior Vice President; Chief Financial Officer; TreasurerCP Laughlin Realty, LLC, registrantBy:
    /s/  Theodore R. MitchelTheodore R. MitchelSenior Vice President; Chief Financial Officer; TreasurerColumbia Properties Vicksburg, LLC, registrantBy:
    /s/  Theodore R. MitchelTheodore R. MitchelSenior Vice President; Chief Financial Officer; TreasurerJMBS Casino LLC, registrantBy:
    /s/  Theodore R. MitchelTheodore R. MitchelSenior Vice President; Chief Financial Officer; Treasurer 91