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EX-99.1 - EXHIBIT 99.1 - Gold Merger Sub, LLC | c23697exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 24, 2011
PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-13641 | 95-3667491 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
8918 Spanish Ridge Avenue, Las Vegas, Nevada |
89148 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (702) 541-7777
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2011, Pinnacle Entertainment, Inc. (the Company) issued a press release
announcing the Results of Operations and Financial Condition for the third quarter ended
September 30, 2011. A copy of this press release is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is
being furnished pursuant to Item 2.02 and shall not be deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section. The information contained in Item 2.02 of this Current
Report on Form 8-K, including Exhibit 99.1, that is being furnished under this Item 2.02 shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth
by specific reference in such filing.
Item 4.02. | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
(a)
On October 24, 2011, management of
the Company, with the concurrence of the Audit Committee,
concluded that the Companys previously issued financial statements for the three and six months
ended June 30, 2011, respectively, incorrectly accounted for costs associated with the Companys
mychoice customer loyalty program (the mychoice program). As a result, the financial
statements for the three and six months ended June 30, 2011, respectively, should no longer be
relied upon. In addition, the Companys prior related earnings and news releases and similar
communications should no longer be relied upon to the extent they related to the financial
statements for three and six months ended June 30, 2011, respectively.
During the re-launch of the mychoice
program in the 2011 second quarter, the Company expensed
costs associated with the mychoice program as incurred, or as benefits were enjoyed by the
Companys customers. The
Companys financial statements for the 2011 second quarter reflected this accounting
treatment. Upon further review of the applicable accounting guidance, it has been determined that
this accounting treatment was not correct and adjustments need to be made to the expense related to
the awards associated with the mychoice program recognized during the 2011 second quarter.
Specifically, the estimated costs
associated with benefits given to members under the mychoice
program will be expensed immediately in the 2011 second quarter. These expense adjustments relate
to benefits to be enjoyed by customers during 2011, as well as 2012 and in some instances part of
2013. The Company is also expensing anticipated costs related to 2012 benefits earned during 2011,
as customers accumulate points under the mychoice program. These adjustments are expected to
result in additional expense of approximately $10.2 million to the 2011 second quarter previously
reported financial results. The adjustments have no cash implications on the actual incurrence of
costs related to the mychoice program and had no affect on our operating cash flows for the 2011
second quarter.
The Company intends to file restated
financial statements in a Form 10-Q/A for the three
and six months ended June 30, 2011, respectively, with the Securities and Exchange Commission (the
SEC). Management has considered, and is continuing to evaluate, the effect of the facts leading
to the restatement on the Companys prior conclusions of the adequacy of its internal control over
financial reporting and disclosure controls and procedures as of June 30, 2011. A final conclusion
with respect to the effectiveness of the Companys internal controls over financial reporting and
disclosure controls and procedures has not been made, but management currently expects to conclude
that one or more material weaknesses in such controls and procedures was present during the three
and six months ended June 30, 2011, respectively. The Company will amend any disclosures pertaining
to its evaluation of such controls and procedures as appropriate in connection with future filings.
The Audit Committee and management of the Company have discussed the matter disclosed in this Item
4.02 with the Companys independent registered public accounting firm, Ernst & Young LLP.
This Current Report on Form 8-K
contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements regarding the Companys
intent to restate its prior financial statements and the nature of the estimated adjustments of the
restated financial statements. The Company intends forward-looking terminology such as believes,
expects, may, will, should, anticipates, plans,
or similar expressions to identify
forward-looking statements. Such statements are subject to certain risks and uncertainties, which
could cause the Companys actual results to differ materially from those anticipated by the
forward-looking statements. These risks and uncertainties include, but are not limited to, the risk
that additional information may arise during the course of the Companys review that would require
the Company to make additional adjustments, the time and effort required to complete the
restatement of the financial reports as well as other risks described more fully in the Companys
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are expressly incorporated
herein by reference, and other factors as may periodically be described in the Companys filings
with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
Exhibit 99.1 | Press Release dated October 27, 2011, issued by Pinnacle Entertainment, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PINNACLE ENTERTAINMENT, INC. (Registrant) |
||||
Date: October 27, 2011 | By: | /s/ Carlos A. Ruisanchez | ||
Carlos A. Ruisanchez | ||||
Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No. | Description | |
Exhibit 99.1 | Press Release dated October 27, 2011, issued by Pinnacle Entertainment, Inc. |