##### 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, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-52975
 American Casino & Entertainment Properties LLC
  Delaware
    
    20-0573058(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2000 Las Vegas Boulevard SouthLas Vegas, NV
    
    89104(Address of principal executive offices)
    
    (Zip code)
 (702) 380-7777
 
  þ o
  Large accelerated filer o
    
    Accelerated filer
o
    
    Non-accelerated filer
þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



TABLE OF CONTENTS
 PagePart I Financial InformationItem 1. Unaudited Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets  September 30, 2008
(Successor) (unaudited) and December 31, 2007 (Predecessor)
    
    
    3Condensed Consolidated Statements of Income (Loss) (unaudited)
  The Three Months Ended September 30, 2008 (Successor), and
the Three Months Ended September 30, 2007 (Predecessor)
    
    
    4Condensed Consolidated Statements of Income (Loss) (unaudited)
  The Period February 21, 2008 Through September 30, 2008
(Successor), The Period January 1, 2008 Through February 20,
2008 and the Nine Months Ended September 30, 2007 (Predecessor)
    
    
    5Condensed Consolidated Statements of Cash Flows (unaudited) 
The Period February 21, 2008 Through September 30, 2008
(Successor), The Period January 1, 2008 Through February 20,
2008 and the Nine Months Ended September 30, 2007 (Predecessor)
    
    
    6Condensed Consolidated Statements of Members Equity
(unaudited)  The Period February 21, 2008 Through September 30,
2008 (Successor)
    
    
    7Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    26Part II Other InformationItem 1A. Risk Factors
    
    
    27Item 6. Exhibits
    
    
    27EX-4.1: AMENDMENT TO LOAN AGREEMENTEX-4.2: MEZZANINE A AMENDMENT TO LOAN AGREEMENTEX-4.3: MEZZANINE B AMENDMENT TO LOAN AGREEMENTEX-4.4: MEZZANINE C AMENDMENT TO LOAN AGREEMENTEX-4.5: MEZZANINE D AMENDMENT TO LOAN AGREEMENTEX-4.6: MEZZANINE E AMENDMENT TO LOAN AGREEMENTEX-4.7: MEZZANINE F AMENDMENT TO LOAN AGREEMENTEX-4.8: MEZZANINE G AMENDMENT TO LOAN AGREEMENTEX-4.9: MEZZANINE H AMENDMENT TO LOAN AGREEMENTEX-4.10: MEZZANINE I AMENDMENT TO LOAN AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  2




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PART I-FINANCIAL INFORMATION
 
 Item 1. Unaudited Condensed Consolidated Financial Statements.
 AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 Successor
    
    
    PredecessorAs of
    
    
    As ofSeptember 30, 2008
    
    
    December 31, 2007(Unaudited)(In thousands)AssetsCurrent Assets:Cash and cash equivalents
    
    $
    29,241
    
    
    $
    107,265Cash and cash equivalents-restricted
    
    
    56,579
    
    
    
    Investments-restricted
    
    
    1,857
    
    
    
    2,858Accounts receivable, net
    
    
    5,266
    
    
    
    5,615Deferred income taxes
    
    
    
    
    
    
    4,309Other current assets
    
    
    14,687
    
    
    
    11,999Total Current Assets
    
    
    107,630
    
    
    
    132,046Property and equipment, net
    
    
    1,167,958
    
    
    
    431,970Debt issuance and deferred financing costs, net
    
    
    11,592
    
    
    
    4,555Deferred income taxes
    
    
    
    
    
    
    34,503Intangible assets, net
    
    
    43,386
    
    
    
    1,939Other assets
    
    
    6
    
    
    
    85Total Other Assets
    
    
    54,984
    
    
    
    41,082Total Assets
    
    $
    1,330,572
    
    
    $
    605,098Liabilities and Members EquityCurrent Liabilities:Accounts payable
    
    $
    7,916
    
    
    $
    4,730Accrued expenses
    
    
    23,207
    
    
    
    27,347Accrued payroll and related expenses
    
    
    12,121
    
    
    
    16,936Current portion of capital lease obligations
    
    
    993
    
    
    
    520Total Current Liabilities
    
    
    44,237
    
    
    
    49,533Long-Term Liabilities:Long-term debt
    
    
    1,108,000
    
    
    
    255,000Capital lease obligations, less current portion
    
    
    949
    
    
    
    1,810Other
    
    
    
    
    
    
    2,386Total Long-Term Liabilities
    
    
    1,108,949
    
    
    
    259,196Total Liabilities
    
    
    1,153,186
    
    
    
    308,729Commitments and ContingenciesMembers Equity:Members equity
    
    
    177,386
    
    
    
    296,369Total Members Equity
    
    
    177,386
    
    
    
    296,369Total Liabilitites and Members Equity
    
    $
    1,330,572
    
    
    $
    605,098
  3




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 Successor
    
    
    PredecessorThree Months EndedSeptember 30, 2008
    
    
    September 30, 2007(Unaudited)(In thousands)Revenues:Casino
    
    $
    63,013
    
    
    $
    64,941Hotel
    
    
    19,826
    
    
    
    21,872Food and beverage
    
    
    22,498
    
    
    
    22,501Tower, retail and other
    
    
    11,120
    
    
    
    10,511Gross Revenues
    
    
    116,457
    
    
    
    119,825Less promotional allowances
    
    
    10,790
    
    
    
    10,458Net Revenues
    
    
    105,667
    
    
    
    109,367Costs and Expenses:Casino
    
    
    21,347
    
    
    
    21,765Hotel
    
    
    8,831
    
    
    
    8,885Food and beverage
    
    
    16,740
    
    
    
    18,407Other operating expenses
    
    
    4,592
    
    
    
    4,561Selling, general and administrative
    
    
    35,773
    
    
    
    32,302Depreciation and amortization
    
    
    9,165
    
    
    
    9,228Loss on disposal of assets
    
    
    252
    
    
    
    17Total Costs and Expenses
    
    
    96,700
    
    
    
    95,165Income From Operations
    
    
    8,967
    
    
    
    14,202Other Income (Expense):Interest income
    
    
    282
    
    
    
    660Interest expense
    
    
    (17,216
    )
    
    
    (4,386
    )Total Other Expense, net
    
    
    (16,934
    )
    
    
    (3,726
    )Income (Loss) Before Income Taxes
    
    
    (7,967
    )
    
    
    10,476Provision for income taxes
    
    
    
    
    
    
    (536
    )Net Income (Loss)
    
    $
    (7,967
    )
    
    $
    9,940
  4




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 Successor
    
    
    PredecessorPeriod from
    
    
    Period fromFebruary 21, 2008
    
    
    January 1, 2008
    
    
    Nine MonthsThrough
    
    
    Through
    
    
    EndedSeptember 30, 2008
    
    
    February 20, 2008
    
    
    September 30, 2007(Unaudited)(In thousands)Revenues:Casino
    
    $
    162,212
    
    
    $
    36,539
    
    
    $
    200,124Hotel
    
    
    53,207
    
    
    
    11,683
    
    
    
    67,584Food and beverage
    
    
    56,959
    
    
    
    12,354
    
    
    
    69,024Tower, retail and other
    
    
    24,901
    
    
    
    4,651
    
    
    
    30,082Gross Revenues
    
    
    297,279
    
    
    
    65,227
    
    
    
    366,814Less promotional allowances
    
    
    26,528
    
    
    
    5,608
    
    
    
    30,421Net Revenues
    
    
    270,751
    
    
    
    59,619
    
    
    
    336,393Costs and Expenses:Casino
    
    
    52,667
    
    
    
    12,363
    
    
    
    66,353Hotel
    
    
    21,448
    
    
    
    4,682
    
    
    
    27,105Food and beverage
    
    
    41,250
    
    
    
    9,183
    
    
    
    51,469Other operating expenses
    
    
    11,453
    
    
    
    2,341
    
    
    
    13,480Selling, general and administrative
    
    
    84,288
    
    
    
    18,511
    
    
    
    91,492Depreciation and amortization
    
    
    21,452
    
    
    
    5,062
    
    
    
    26,807Loss on disposal of assets
    
    
    321
    
    
    
    
    
    
    
    3Total Costs and Expenses
    
    
    232,879
    
    
    
    52,142
    
    
    
    276,709Income From Operations
    
    
    37,872
    
    
    
    7,477
    
    
    
    59,684Other Income (Expense):Loss on early extinguishment of
debt
    
    
    
    
    
    
    (13,580
    )
    
    
    Interest income
    
    
    672
    
    
    
    322
    
    
    
    1,643Interest expense
    
    
    (43,544
    )
    
    
    (2,564
    )
    
    
    (15,285
    )Total Other Expense, net
    
    
    (42,872
    )
    
    
    (15,822
    )
    
    
    (13,642
    )Income (Loss) Before Income Taxes
    
    
    (5,000
    )
    
    
    (8,345
    )
    
    
    46,042Benefit (provision) for income taxes
    
    
    
    
    
    
    2,920
    
    
    
    (12,805
    )Net Income (Loss)
    
    $
    (5,000
    )
    
    $
    (5,425
    )
    
    $
    33,237
  5




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Successor
    
    
    PredecessorPeriod fromFebruary 21, 2008Through
    
    
    Period fromJanuary
1, 2008Through
    
    
    Nine MonthsEndedSeptember 30, 2008
    
    
    February 20, 2008
    
    
    September 30, 2007(Unaudited)(In thousands)Cash Flows From Operating Activities:Net income (loss)
    
    $
    (5,000
    )
    
    $
    (5,425
    )
    
    $
    33,237Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    21,452
    
    
    
    5,062
    
    
    
    26,807Amortization of debt issuance and deferred financing costs
    
    
    4,774
    
    
    
    
    
    
    
    Tax Benefit
    
    
    
    
    
    
    (2,920
    )
    
    
    Write-off of deferred financing costs
    
    
    
    
    
    
    4,405
    
    
    
    Loss on sale of assets
    
    
    321
    
    
    
    
    
    
    
    3Provision for deferred income taxes
    
    
    
    
    
    
    
    
    
    
    748Changes in operating assets and liabilities:Restricted cash
    
    
    (15,019
    )
    
    
    
    
    
    
    269Accounts receivable, net
    
    
    254
    
    
    
    95
    
    
    
    27Other assets
    
    
    5,408
    
    
    
    55
    
    
    
    4,176Accounts payable and accrued expenses
    
    
    (4,087
    )
    
    
    (9,543
    )
    
    
    (11,352
    )Other
    
    
    
    
    
    
    
    
    
    
    (3,665
    )Net Cash Provided By (Used In) Operating Activities
    
    
    8,103
    
    
    
    (8,271
    )
    
    
    50,250Cash Flows From Investing Activities:Decrease in investments  restricted
    
    
    1,001
    
    
    
    
    
    
    
    549Acquisition of property and equipment
    
    
    (20,224
    )
    
    
    (5,265
    )
    
    
    (18,517
    )Acquisition of American Casino & Entertainment Properties LLC
    
    
    (1,299,066
    )
    
    
    
    
    
    
    Decrease in related party receivables
    
    
    
    
    
    
    
    
    
    
    457Proceeds from sale of property and equipment
    
    
    122
    
    
    
    
    
    
    
    630Net Cash Used In Investing Activities
    
    
    (1,318,167
    )
    
    
    (5,265
    )
    
    
    (16,881
    )Cash Flows From Financing Activities:Debt issuance and deferred financing costs
    
    
    (16,366
    )
    
    
    
    
    
    
    Payments on line of credit
    
    
    
    
    
    
    (40,000
    )
    
    
    Capital Distribution
    
    
    
    
    
    
    (15,439
    )
    
    
    Payments on capital lease obligation
    
    
    (303
    )
    
    
    (85
    )
    
    
    (370
    )Due to Seller
    
    
    7,379
    
    
    
    
    
    
    
    Proceeds on notes payable
    
    
    1,108,000
    
    
    
    
    
    
    
    Equity Contribution
    
    
    202,390
    
    
    
    
    
    
    
    Net Cash Provided By (Used In) Financing Activities
    
    
    1,301,100
    
    
    
    (55,524
    )
    
    
    (370
    )Net increase (decrease) in cash and cash equivalents
    
    
    (8,964
    )
    
    
    (69,060
    )
    
    
    32,999Cash and cash equivalents  beginning of period
    
    
    38,205
    
    
    
    107,265
    
    
    
    54,912Cash and Cash Equivalents  end of period
    
    $
    29,241
    
    
    $
    38,205
    
    
    $
    87,911Supplemental Disclosure of Cash Flow Information:Cash paid during the period for interest
    
    $
    33,243
    
    
    $
    9,455
    
    
    $
    19,174Cash paid during the period for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    14,573Supplemental Disclosure of Non-cash Items:Long-term debt paid by parent
    
    $
    
    
    
    $
    215,000
    
    
    $
    
  6




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
 
 CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS EQUITY
 Class A
    
    
    Class B
    
    
    TotalEquity
    
    
    Equity
    
    
    EquitySuccessor:Balance at February 21, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Initial equity contribution
    
    
    
    
    
    
    200,060
    
    
    
    200,060Acquisition costs paid by parent
    
    
    
    
    
    
    (20,004
    )
    
    
    (20,004
    )Additional equity contribution
    
    
    
    
    
    
    2,330
    
    
    
    2,330Net loss
    
    
    
    
    
    
    (5,000
    )
    
    
    (5,000
    )Balance at September 30, 2008
    
    $
    
    
    
    $
    177,386
    
    
    $
    177,386
  7




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AMERICAN CASINO & ENTERTAINMENT PROPERTIES LLC
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note 1. The Company
        8




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
    
    Holdings has the right to acquire Class A Interests from Voteco on each occasion that
Class B Interests held by Holdings would be transferred to a proposed purchaser who, in
connection with such proposed sale, has obtained all licenses, permits, registrations,
authorizations, consents, waivers, orders, findings of suitability or other approvals
required to be obtained from, and has made all findings, notices or declarations required
to be made with, all gaming authorities under all applicable gaming laws,
    
    A specific purchase price, as determined in accordance with the Transfer Restriction
Agreement, will be paid to acquire the Class A Interests from Voteco, and
    
    Voteco will not transfer ownership of Class A Interests owned by it except pursuant to
such option of Holdings.
     9




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Note 2. Basis of Presentation
   Principles of Consolidation
   Recently Issued Accounting Pronouncements
    10




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Note 3. Related Party Transactions
    11




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Note 4. Goodwill and Other Intangible Assets
    12




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(in thousands)Gross
    
    
    
    
    
    
    NetAsset
    
    
    Carrying
    
    
    Accumulated
    
    
    CarryingLife
    
    
    Amount
    
    
    Amortization
    
    
    AmountAmortizing intangible assets:Advance reservations
    
    2 Months
    
    $
    618
    
    
    $
    (618
    )
    
    $
    Player loyalty plan
    
    5 Years
    
    
    7,450
    
    
    
    (869
    )
    
    
    6,581$
    8,068
    
    
    $
    (1,487
    )
    
    
    6,581Non-amortizing intangible assets:Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,939Trade names
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,866$
    43,386
  2008
    
    $
    3722009
    
    
    1,4902010
    
    
    1,4902011
    
    
    1,4902012
    
    
    1,490Thereafter
    
    
    249Total
    
    $
    6,581
 Note 5. Long-term Debt
  Successor
    
    
    PredecessorAs of
    
    
    As ofSeptember 30, 2008
    
    
    December 31, 2007(Unaudited)(In thousands)Goldman Term Loans and related mezzanine financings,
due March 11, 2010, interest at a margin above
LIBOR (3.9% at September 30, 2008)
    
    $
    1,108,000
    
    
    $
    7.85% senior secured notes, interest payable
semi-annually
due February 1, 2012
    
    
    
    
    
    
    215,000Senior secured revolving credit facility,
interest payable monthly, due May 12, 2010
    
    
    
    
    
    
    40,000Capital lease obligations
    
    
    1,942
    
    
    
    2,330Total long-term debt and capital lease obligations
    
    
    1,109,942
    
    
    
    257,330Current portion of capital lease obligations
    
    
    993
    
    
    
    520Total long-term debt and capital lease obligations, net
    
    $
    1,108,949
    
    
    $
    256,810
 Senior Secured Notes
  13




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Goldman Term Loans
     Note 6. Legal Proceedings
  Note 7. Income Taxes
  Note 8. Acquisition
  14




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Land
    
    $
    718,443Site improvements
    
    
    4,870Building and improvements
    
    
    365,590Machinery and equipment
    
    
    79,237Intangibles
    
    
    37,934Goodwill
    
    
    6,939Capital lease
    
    
    (1,720
    )Debt issuance costs
    
    
    16,366Acquistion costs
    
    
    20,004Reserves and pre-payments
    
    
    49,484Total Purchase Price
    
    $
    1,297,147Cash and cash equivalents
    
    $
    38,205Investment -restricted
    
    
    2,858Accounts receivable, net
    
    
    5,520Other current assets
    
    
    12,179Accounts payable  trade
    
    
    (5,545
    )Accrued expenses
    
    
    (21,048
    )Accrued payroll and related expenses
    
    
    (13,359
    )Current portion of capital lease obligat
    
    ion                          (525)Estimated Working Capital
    
    $
    18,285Total Amount Paid
    
    $
    1,315,432
 15




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview, Background and History
      16




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
    
    Holdings has the right to acquire Class A Interests from Voteco on each occasion that
Class B Interests held by Holdings would be transferred to a proposed purchaser who, in
connection with such proposed sale, has obtained all licenses, permits, registrations,
authorizations, consents, waivers, orders, findings of suitability or other approvals
required to be obtained from, and has made all findings, notices or declarations required
to be made with, all gaming authorities under all applicable gaming laws,
    
    A specific purchase price, as determined in accordance with the Transfer Restriction
Agreement, will be paid to acquire the Class A Interests from Voteco, and
    
    Voteco will not transfer ownership of Class A Interests owned by it except pursuant to
such option of Holdings.
    17




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Casino
    
    Number of
    
    Number
    
    NumberSquare
    
    Hotel
    
    of
    
    ofFootage
    
    Rooms
    
    Slots
    
    Table GamesStratosphere
    
    
    80,000
    
    
    
    2,444
    
    
    
    1,262
    
    
    
    47Arizona Charlies Decatur
    
    
    52,000
    
    
    
    258
    
    
    
    1,346
    
    
    
    15Arizona Charlies Boulder
    
    
    47,000
    
    
    
    303
    
    
    
    1,031
    
    
    
    16Aquarius
    
    
    57,000
    
    
    
    1,907
    
    
    
    1,291
    
    
    
    41
  18




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Results of Operations
 Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007
  Successor
    
    
    PredecessorThree Months EndedSeptember 30, 2008
    
    
    September 30, 2007
    
    
    % ChangeIncome Statement Data:Revenues:Casino
    
    $
    63.0
    
    
    $
    64.9
    
    
    
    -2.9
    %Hotel
    
    
    19.8
    
    
    
    21.9
    
    
    
    -9.6
    %Food and beverage
    
    
    22.5
    
    
    
    22.5
    
    
    
    0.0
    %Tower, retail and other
    
    
    11.1
    
    
    
    10.6
    
    
    
    4.7
    %Gross revenues
    
    
    116.4
    
    
    
    119.9
    
    
    
    -2.9
    %Less promotional allowances
    
    
    10.8
    
    
    
    10.5
    
    
    
    2.9
    %Net revenues
    
    
    105.6
    
    
    
    109.4
    
    
    
    -3.5
    %Costs and expenses:Casino
    
    
    21.3
    
    
    
    21.8
    
    
    
    -2.3
    %Hotel
    
    
    8.8
    
    
    
    8.9
    
    
    
    -1.1
    %Food and beverage
    
    
    16.7
    
    
    
    18.4
    
    
    
    -9.2
    %Other operating expenses
    
    
    4.6
    
    
    
    4.6
    
    
    
    0.0
    %Selling, general and administrative
    
    
    36.0
    
    
    
    32.3
    
    
    
    11.5
    %Depreciation and amortization
    
    
    9.2
    
    
    
    9.2
    
    
    
    0.0
    %Total costs and expenses
    
    
    96.6
    
    
    
    95.2
    
    
    
    1.5
    %Income from operations
    
    $
    9.0
    
    
    $
    14.2
    
    
    
    -36.6
    %
   Casino
  Hotel
 19




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##### Table of Contents



Food & Beverage
  Tower, Retail and Other
  Promotional Allowances
  Selling, General and Administrative (SG&A)
  Interest Expense
  20




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##### Table of Contents



Nine months Ended September 30, 2008 Compared to Nine months Ended September 30, 2007
  Successor
    
    
    Predecessor
    
    
    Combined (a)
    
    
    PredecessorPeriod from
    
    
    Period fromFebruary 21, 2008
    
    
    January 1, 2008Through
    
    
    Through
    
    
    Nine Months EndedSeptember 30, 2008
    
    
    February 20, 2008
    
    
    September 30, 2008
    
    
    September 30, 2007
    
    
    % ChangeIncome Statement Data:Revenues:Casino
    
    $
    162.3
    
    
    $
    36.5
    
    
    $
    198.8
    
    
    $
    200.1
    
    
    
    -0.6
    %Hotel
    
    
    53.2
    
    
    
    11.7
    
    
    
    64.9
    
    
    
    67.6
    
    
    
    -4.0
    %Food and beverage
    
    
    57.0
    
    
    
    12.3
    
    
    
    69.3
    
    
    
    69.0
    
    
    
    0.4
    %Tower, retail and other
    
    
    24.8
    
    
    
    4.7
    
    
    
    29.5
    
    
    
    30.1
    
    
    
    -2.0
    %Gross revenues
    
    
    297.3
    
    
    
    65.2
    
    
    
    362.5
    
    
    
    366.8
    
    
    
    -1.2
    %Less promotional allowances
    
    
    26.5
    
    
    
    5.6
    
    
    
    32.1
    
    
    
    30.4
    
    
    
    5.6
    %Net revenues
    
    
    270.8
    
    
    
    59.6
    
    
    
    330.4
    
    
    
    336.4
    
    
    
    -1.8
    %Costs and expenses:Casino
    
    
    52.6
    
    
    
    12.4
    
    
    
    65.0
    
    
    
    66.4
    
    
    
    -2.1
    %Hotel
    
    
    21.4
    
    
    
    4.7
    
    
    
    26.1
    
    
    
    27.1
    
    
    
    -3.7
    %Food and beverage
    
    
    41.2
    
    
    
    9.2
    
    
    
    50.4
    
    
    
    51.5
    
    
    
    -2.1
    %Other operating expenses
    
    
    11.5
    
    
    
    2.3
    
    
    
    13.8
    
    
    
    13.5
    
    
    
    2.2
    %Selling, general and administrative
    
    
    84.7
    
    
    
    18.5
    
    
    
    103.2
    
    
    
    91.5
    
    
    
    12.8
    %Depreciation and amortization
    
    
    21.5
    
    
    
    5.0
    
    
    
    26.5
    
    
    
    26.8
    
    
    
    -1.1
    %Total costs and expenses
    
    
    232.9
    
    
    
    52.1
    
    
    
    285.0
    
    
    
    276.8
    
    
    
    3.0
    %Income from operations
    
    $
    37.9
    
    
    $
    7.5
    
    
    $
    45.4
    
    
    $
    59.6
    
    
    
    -23.8
    %
 
 
   21




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##### Table of Contents



Casino
  Hotel
  Food & Beverage
  Tower, Retail and Other
  Promotional Allowances
  22




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##### Table of Contents



Selling, General and Administrative Expenses (SG&A)
  Interest Expense
  Financial Condition
 Liquidity and Capital Resources
 Overview
   Planned Capital Expenditures
   Indebtedness
  23




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##### Table of Contents



Retirement of Debt and Credit Facilities
   Contractual Obligations
   Recently Issued Accounting Pronouncements
  24




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##### Table of Contents



Forward-Looking Statements
  We warn you that forward-looking statements are only predictions. Actual events or results may
differ as a result of risks we face. Forward-looking statements speak only as of the date they
were made and we undertake no obligation to update them.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   25




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##### Table of Contents



Item 4. Controls and Procedures
 Internal Control-Integrated Framework
    26




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##### Table of Contents



PART II-OTHER INFORMATION
 Item 5. Risk Factors
  
 Item 6. Exhibits
  27




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##### Table of Contents



SIGNATURES
  AMERICAN CASINO & ENTERTAINMENT
PROPERTIES LLCBy:
    /s/ EDWARD W. MARTIN, IIIEdward W. Martin, IIIChief Financial Officer and Treasurer
(Principal Financial Accounting Officer)  28




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##### Table of Contents



Exhibits Index
 Exhibit No.
    
    Description4.1
    
    The Amendment to Loan Agreement4.2
    
    Mezzanine A Amendment to Loan Agreement4.3
    
    Mezzanine B Amendment to Loan Agreement4.4
    
    Mezzanine C Amendment to Loan Agreement4.5
    
    Mezzanine D Amendment to Loan Agreement4.6
    
    Mezzanine E Amendment to Loan Agreement4.7
    
    Mezzanine F Amendment to Loan Agreement4.8
    
    Mezzanine G Amendment to Loan Agreement4.9
    
    Mezzanine H Amendment to Loan Agreement4.10
    
    Mezzanine I Amendment to Loan Agreement31.1
    
    Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 29