Tropicana Entertainment Inc. - FORM 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



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

for the fiscal year ended December 31, 2014



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 000-53831

TROPICANA ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)



Delaware		27-0540158
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8345 W. Sunset Road, Suite 200, Las Vegas, Nevada 89113 (Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: 702-589-3900

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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



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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No o

The aggregate market value of the common stock held by non-affiliates (all persons other than executive officers or directors) of the registrant as of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $149.1 million based on the closing sales price of $17.65 per share of such stock on the OTCQB Market on June 30, 2014. As of February 23, 2015, there were 26,312,500 shares of the Registrant's common stock, $0.01 par value per share, outstanding.

Documents Incorporated by Reference

Portions of the registrant's Proxy Statement for its 2015 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14, of this Form 10-K.

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TABLE OF CONTENTS



	FORWARD LOOKING STATEMENTS	3
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	17
ITEM 1B.	UNRESOLVED STAFF COMMENTS	29
ITEM 2.	PROPERTIES	29
ITEM 3.	LEGAL PROCEEDINGS	30
ITEM 4.	MINE SAFETY DISCLOSURES	30
PART II
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	31
ITEM 6.	SELECTED FINANCIAL DATA	33
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	50
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	50
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	50
ITEM 9A.	CONTROLS AND PROCEDURES	50
ITEM 9B.	OTHER INFORMATION	52
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	53
ITEM 11.	EXECUTIVE COMPENSATION	53
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	53
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	53
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	53
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	54
	SIGNATURES	57

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). These statements involve known and unknown risks, uncertainties and other factors, which may cause our or our industry's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our expectations, hopes or intentions regarding the future, including but not limited to statements regarding our operating or other strategic plans, including our acquisition of Lumiére Place Casino, HoteLumiére, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri (collectively, "Lumiére Place"), our competition (including online gaming), financing, revenues, or tax benefits; our beliefs regarding the sufficiency of our existing cash and credit sources, including our New Credit Facilities (as defined herein) and cash flows from operating activities to meet our projected expenditures (including operating and maintenance capital expenditures) and costs associated with certain of our projects over the next twelve months; our required capital expenditures pursuant to agreements we are party to and our anticipated capital expenditures, including our use of our CRDA project funds, estimated asset and liability values; risk of counterparty nonperformance; our legal strategies and the potential effect of pending legal claims on our business and financial condition; and any financial or other information included herein based upon or otherwise incorporating judgments or estimates based upon future performance or events. In some situations, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Our actual results could be different from the results described in or anticipated by our forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections and may be materially better or worse than anticipated. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date of this report. We expressly disclaim any duty to provide updates to forward-looking statements, and the estimates and assumptions associated with them, after the date of this report, in order to reflect changes in circumstances or expectations or the occurrence of unanticipated events, except to the extent required by applicable securities laws. All forward-looking statements are qualified in their entirety by reference to the factors discussed above and under “Risk Factors” set forth in Part I Item 1A of this report, as well as the risks and uncertainties discussed elsewhere in this report. We qualify all of our forward-looking statements by these cautionary statements. We caution you that these risks are not exhaustive. We operate in a continually changing business environment and new risks emerge from time to time.

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PART I

ITEM 1. BUSINESS.

Unless the context indicates otherwise, or unless specifically stated otherwise, references to the "Company," "TEI," "we," "our" and "us" refer to Tropicana Entertainment Inc. and its subsidiaries.

Introduction

We are an owner and operator of regional casino and entertainment properties located in the United States and one casino resort development located on the island of Aruba. As of April 1, 2014, we acquired an additional casino resort in Missouri. Our United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi, Missouri and New Jersey. We primarily cater to local and regional guests to provide a fun and exciting gaming environment with high quality and high value lodging, dining, retail and entertainment amenities. Our properties offer a broad array of gaming options specifically tailored for our patrons in each market.

The following chart summarizes certain features of our properties as of December 31, 2014:



Name	Location	Casino Square Footage	Slot Machines (a)	Table Games (b)	Hotel Rooms
East
Tropicana AC	Atlantic City, NJ	124,800	2,386	133	2,079
Central
Tropicana Evansville	Evansville, IN	38,400	889	30	339
Lumière Place ^(c)	St. Louis, MO	75,000	1,761	60	494
West
Tropicana Laughlin	Laughlin, NV	53,000	947	18	1,487
MontBleu	South Lake Tahoe, NV	45,000	572	26	437
South and other
Belle of Baton Rouge	Baton Rouge, LA	28,500	775	18	288
Tropicana Greenville	Greenville, MS	22,800	605	12	40
Tropicana Aruba ^(d)	Noord, Aruba	3,400	100	7	361
		390,900	8,035	304	5,525

______________________________________________________________________________


(a)	Includes slot machines, video poker machines and other electronic gaming devices.


(b)	Includes blackjack ("21"), craps, roulette and other table games; does not include poker tables.


(c)	On April 1, 2014, we acquired Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri (collectively, "Lumière Place").


(d)	The Company opened a small temporary casino in December 2011 that temporarily closed at the end of 2014 for renovations. It is expected to reopen in February 2015. Plans for a permanent casino are under consideration. A 361-unit timeshare and rental unit is currently operational.

Our Strengths

Focus on Regional Gaming Markets in Favorable Jurisdictions. Our properties primarily serve local and regional markets. We believe that regional gaming markets have been less volatile than destination gaming markets, which rely on air travel for their patronage. Our properties are primarily located in significant drive-in gaming markets, which allows our casino patrons to reach us in short travel times and make repeated trips to our gaming facilities. In order to meet the specific needs of local and regional customers, we tailor our gaming and entertainment experience to offer our customers a high quality product at a compelling price point.

Diversity in Geography and Product Offerings. We operate both land-based and dockside gaming facilities in several of the largest commercial gaming states in the United States. In addition, we currently operate a small temporary casino at our property on the Caribbean island of Aruba that is currently being renovated. Plans for a permanent casino at that location are under consideration. Because our facilities are geographically diversified, we are not subject to reliance on any single gaming

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market, which we believe mitigates the impact of potential market cycles. The majority of our gaming facilities offer multi-denominational, state-of-the-art slot machines as well as a full range of table games and betting minimums and limits, catering to a wide range of potential customers. Our casino properties include hotel rooms, which both diversifies our revenue base and helps extend the average length of our patrons' stays at our facilities. Additionally, our customers enjoy a strong breadth of product offerings at our facilities, including restaurants, nightclubs, bars, retail stores and entertainment venues, which further diversifies our sources of revenue and offers our customers attractive non-gaming entertainment options.

Emphasis on Slot Play. We emphasize slot machine wagering, which we believe is typically both the highest margin and most predictable component of the gaming industry. Slot machines do not have the staffing requirements of table games nor do they have the variation in hold percentages that characterize the table game component of the casino business. We believe this affords us a more stable and predictable revenue base, as well as the potential for more consistent margins.

Committed Sponsorship. Icahn Enterprises L.P. ("Icahn Enterprises"), the beneficial owner of approximately 67.9% of our common stock, has demonstrated a history of successfully acquiring assets and improving and enhancing such assets' operations. Its investment record is based on a long-term investment horizon that enhances business value. Our management continues to work closely with Icahn Enterprises to identify immediate and long-term strategic and operational improvements.

Our Strategies

Offer A Fun and Exciting Experience at Good Value. We believe our facilities provide our guests with an attractive price-to-value relationship by offering an exciting gaming atmosphere in attractive surroundings. We seek to apply this positioning across our gaming and related amenities while maintaining attentive and friendly guest service. We also emphasize professional and courteous attitudes consistent with our high hospitality standards. By communicating our value proposition to customers through our marketing programs and their experiences at our properties, we believe we distinguish ourselves from our competition.

Leverage Brand Awareness and Customer Loyalty. Tropicana is a longstanding and recognizable brand in the gaming industry. We continuously strive to identify marketing and promotion innovations that strengthen brand awareness and improve customer flow. Trop Advantage, our player loyalty card program, offers customers discounts and other benefits across our properties. We have also implemented strategically targeted direct mail and social media marketing programs to enhance brand loyalty with current customers and attract new patrons to our properties.

Continue Execution of Operational Improvements and Cost Saving Opportunities. We have implemented a number of capital investment programs and operational "best practices" aimed at growing revenue, improving margins at our properties, and reducing corporate overhead expenses. Our analytical approach to operating our properties and in-depth research of gaming operations have allowed us to identify further cost saving opportunities across our portfolio of assets. Most of these savings do not impact customer service but rather involve a more efficient use of resources. These changes include centralizing purchasing to reduce costs, consolidating and streamlining back office operations, including utilizing third parties for certain services, reconfiguring gaming floor layouts and optimizing table game rules to increase hold and win. Other identified initiatives include developing a database and campaign manager system, outsourcing of minimal skill, large staff functions and consolidating business functions in areas where there are geographic synergies.

Pursue Appropriate Expansion Opportunities. Our primary focus has been the stabilization of revenue degradation driven by gaming market declines, implementation of operational improvements, renovation of our existing properties and development of strategic business initiatives at our existing properties. We also consider expansion opportunities in new gaming jurisdictions and underserved markets and acquisition opportunities and other strategic transactions that may arise periodically.

Properties and Segments

The Company views each casino property as an operating segment which is aggregated by region in order to present our reportable segments: (i) East, (ii) Central, (iii) West and (iv) South and other. The following describes each of our properties by region. Financial information about our reportable segments for the years ended December 31, 2014, 2013, and 2012 is set forth in our notes to consolidated financial statements.

East

Tropicana AC

Tropicana Casino and Resort, Atlantic City ("Tropicana AC") is situated on a 14-acre site with approximately 660 feet of ocean frontage in Atlantic City, New Jersey. This market generated gaming revenues of approximately $2.6 billion in 2014.

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Located within driving distance from the densely populated New York-to-Washington D.C. corridor, the Atlantic City market attracts customers within a 300-mile radius, which includes approximately 48 million adults. Tropicana AC is one of the larger properties in Atlantic City featuring 2,079 hotel rooms in four towers and approximately 124,800 square feet of gaming space. In addition to the hotel rooms and gaming facilities, the property features The Quarter, a Havana-themed, Las Vegas-style, approximately 200,000 square-foot indoor entertainment and retail center, hosting several restaurants, nightclubs, shops and an IMAX theatre. Other amenities include a 2,000-seat showroom, an up-scale Disco themed nightclub, a full service spa and salon, a health club and indoor pool, a beach and pool bar and approximately 99,000 square feet of meeting and convention space. We opened a themed sports bar and restaurant venue and new food and beverage facilities in The Marketplace at Tropicana AC during 2013 that have enhanced our entertainment experience. Tropicana AC is currently undergoing an approximate $35 million renovation project scheduled for completion in May 2015. The renovations include remodeling the North hotel tower guest rooms, renovation of the casino, restaurant renovations, a new health club to be operated by a third party operator, new retail outlets and exterior renovations including painting and new lighting. In November 2013, Tropicana received authorization from the New Jersey Division of Gaming Enforcement to commence continuous, 24-hour Internet gaming on its online gaming site, www.TropicanaCasino.com. Tropicana Atlantic City Online showcases a variety of slot game options and classic casino table games. Players have the opportunity to participate in community jackpots and to be rewarded with both on-property and online incentives and have the chance to participate in a variety of promotions. All participants must be 21 or older and physically located in New Jersey to play.

Central

Tropicana Evansville

Tropicana Evansville ("Tropicana Evansville") is a large casino hotel and entertainment complex, and a popular attraction in Evansville, the third largest city in the state of Indiana. The property serves customers in the tri-state region of southern Indiana, southeastern Illinois and northwestern Kentucky and is the only full service casino within an 85-mile radius, an area with approximately 1.2 million adults. Over 60% of Tropicana Evansville's revenues come from customers within a 50-mile radius. The property's casino operations are located dockside on the three-deck "City of Evansville" riverboat. Across the street from the casino and directly connected to it via pedestrian bridges, we own two distinctive hotels: the Tropicana Evansville Hotel, a 243-room hotel that underwent a significant room renovation in 2012 and offers guests a restaurant, conference rooms and banquet facilities; and Le Merigot Hotel, a luxurious 96-room boutique hotel with an upscale lounge. A 44,000-square-foot pavilion adjacent to the riverboat features three restaurants, an entertainment lounge, gift shop, coffee shop, players club and VIP lounge. The District at Tropicana Evansville, a $33 million entertainment complex that opened in late 2006, includes two restaurants, a nightclub and the Le Merigot Hotel. Tropicana Evansville also includes a seven-story parking garage as well as surface parking.

Lumière Place Casino

Lumière Place Casino ("Lumière Place") is located on approximately 20 acres, located in historic downtown St. Louis, Missouri near business and entertainment districts and overlooks the Mississippi River. Its location provides significant foot traffic from nearby venues, including the Edward Jones Dome and America's Center convention center, which are connected to Lumière Place via a pedestrian tunnel, the Gateway Arch and Busch Stadium. In addition to the casino, the Lumiere Place complex includes the 294 all-suites HoteLumière, the 200-room luxury Four Seasons Hotel St. Louis, 3 full service restaurants, retail shops, indoor pool and fitness center, full service spa and 28,000 square feet of meeting and convention space.

West

Tropicana Laughlin

Tropicana Laughlin Hotel and Casino ("Tropicana Laughlin") is located on an approximately 31-acre site on Casino Drive, Laughlin, Nevada's principal thoroughfare. In addition, we own approximately 57 acres of undeveloped real estate immediately adjacent to Tropicana Laughlin. The property attracts customers who drive in from southern California and Arizona. Tropicana Laughlin primarily targets customers in this market who are seeking great value, a breadth of amenities and friendly service in their gaming, lodging, dining and entertainment experiences. Non-gaming amenities include 1,487 hotel rooms, a heated outdoor swimming pool, seven restaurants, three full service bars, an entertainment lounge with live music, a premium lounge for high-end players, an 800-seat multi-purpose showroom and concert hall, meeting and convention space, retail stores, an arcade and a covered parking structure.

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MontBleu

MontBleu Casino Resort & Spa ("MontBleu") is situated on approximately 21 acres in South Lake Tahoe, Nevada surrounded by the Sierra Nevada Mountains. The property attracts both drive-in and destination patrons, primarily from the northern California and northern Nevada markets. The area also attracts people seeking outdoor recreational activities. In addition to the casino, the property offers guests 437 hotel rooms, a choice of three restaurants and various non-gaming amenities, including retail shops, two nightclubs, a 1,500-seat showroom, approximately 14,000 square feet of meeting and convention space, a parking garage, a full service health spa and workout area, an indoor heated lagoon-style pool with whirlpool and a 120-seat wedding chapel. In September 2014 we commenced an approximate $24 million property renovation project that is expected to be completed by late 2015. The renovations include remodeling of the guest rooms and most of the public areas of the property including the casino, lobby, theater, convention center, sports bar and sports book and exterior of the building.

South and other

Tropicana Greenville

Trop Casino Greenville ("Tropicana Greenville"), located in Greenville, Mississippi is a dockside gaming facility with slot machines and table games, two restaurants, a bar and 734 onsite parking spaces. In October 2014 we completed an expansion project consisting of approximately 12,000 square feet of gaming space, additional parking spaces and a new restaurant. The property also owns and operates the Greenville Inn & Suites, a 40-room suite hotel located less than a mile away, that offers free shuttle service to and from Tropicana Greenville.

Tropicana Greenville along with another land-based casino, are currently the only gaming facilities in the Greenville market. The property draws customers primarily from the local market and to some extent from the Little Rock, Vicksburg and Tunica markets.

Belle of Baton Rouge

Belle of Baton Rouge Casino & Hotel ("Belle of Baton Rouge") is a dockside riverboat situated on approximately 23 acres on the Mississippi River in the downtown historic district of Baton Rouge, across from the River Center, a 70,000-square-foot convention center. The three-deck, dockside riverboat casino is one of three casino facilities in the Baton Rouge market. Baton Rouge is located 75 miles north of New Orleans and is the largest city in Louisiana. Over 90% of the Belle of Baton Rouge customer base resides within a 50-mile radius of the property. Non-gaming amenities include 288 hotel rooms, 25,000 square feet of meeting space, an outdoor pool, a fitness center, two restaurants, a deli, buffet, an entertainment venue inside a 56,000-square-foot glass atrium that also encloses a lush tropical lobby and two parking garages with 803 parking spaces.

Tropicana Aruba

Tropicana Aruba Resort & Casino ("Tropicana Aruba") is a casino resort in Noord, Aruba, that consists of 361 timeshare and rental units as well as a 3,400-square-foot temporary casino that is currently being renovated, two pools, a fitness center and tennis courts located on approximately 14 acres near Eagle Beach. We currently have plans to invest approximately $5 million to renovate rooms and certain ancillary facilities, however, our development plans for the remainder of the property including a permanent casino have not been finalized and we may decide not to proceed with any additional capital improvements.

Our Equity Owners

As of December 31, 2014, Icahn Enterprises was the beneficial owner of approximately 67.9% of the Company's Common Stock. Icahn Enterprises is a diversified holding company that owns subsidiaries engaged in a variety of businesses including investment management, automotive, gaming, metals, real estate, home fashion, railcar, energy and food packaging. Icahn Enterprises is publicly listed on the NASDAQ Global Select Market (ticker: "IEP"). Carl C. Icahn, who is the chairman of our board of directors, is also the chairman of the board of directors of the general partner of Icahn Enterprises.

Our Corporate History and Information

We are a Delaware corporation that was formed on May 11, 2009 to acquire certain assets of Tropicana Entertainment Holdings, LLC ("TEH") and certain of its subsidiaries pursuant to their plan of reorganization (the "Plan") under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). We also acquired Columbia Properties Vicksburg, LLC ("CP

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Vicksburg") which we later sold in March 2011, JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty, LLC ("CP Laughlin Realty", and together with TEH and certain of its subsidiaries, CP Vicksburg and JMBS Casino, the "Predecessors"), pursuant to the Plan. In addition, we acquired certain assets of Adamar of New Jersey, Inc. ("Adamar"), an unconsolidated subsidiary of TEH, including Tropicana AC.

On May 5, 2008, the Predecessors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The reorganization of the Predecessors and the acquisition of Tropicana AC (together, the "Restructuring Transactions") were consummated and became effective on March 8, 2010 (the "Effective Date"), at which time we acquired Tropicana AC and several of the Predecessors' gaming properties and related assets. Prior to the Effective Date, we conducted no business, other than in connection with the Restructuring Transactions, and had no material assets or liabilities.

Pursuant to the Plan, on the Effective Date, a series of restructuring transactions were consummated through which we acquired the Predecessors in exchange for (i) the issuance of 12,098,053 shares of our common stock, $0.01 par value per share ("Common Stock") and warrants to purchase an additional 3,750,000 shares of Common Stock (the "Ordinary Warrants") and (ii) the issuance of new debt, which included the issuance to certain lenders of warrants to purchase an additional 1,312,500 shares of our Common Stock at $0.01 per share (the "Penny Warrants" and, together with the Ordinary Warrants, the "Warrants"). As a result of the reorganization we applied fresh-start reporting. Additionally, on the Effective Date, certain of our subsidiaries acquired Tropicana AC, and the lenders under the Credit Facility (as defined herein) each received their pro rata share of 12,901,947 shares of our Common Stock in exchange for their $200.0 million credit bid.

Our executive offices are located at 8345 W. Sunset Road, Suite 200, Las Vegas, Nevada 89113. Our telephone number is (702) 589-3900 and our website is www.tropicanacasinos.com.

Competition

We own land-based and riverboat casino facilities in six states and one casino resort located on the island of Aruba. We compete with numerous casinos and casino hotels of varying quality and size in the markets in which our properties are located and with other forms of legalized gaming, including state-sponsored lotteries, racetracks, off-track wagering, video lottery, video poker terminals and card parlors. We also compete with other non-gaming resorts and vacation areas, and with various other entertainment businesses. The casino entertainment business is characterized by competitors that vary considerably by their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity.

In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas, including casinos located on Native American reservations. In some markets, we face competition from nearby markets in addition to direct competition within our market areas.

We believe competition in existing markets has intensified over the last several years, due to new markets opening for development, overall challenging economic conditions and decreased spending on leisure activities. Many casino operators have invested in expanding existing facilities, developing new facilities, and acquiring established facilities in existing markets. The expansion of casino entertainment at existing properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors has increased competition in many markets in which we compete, and we expect this intense competition to continue.

Our operating results can be adversely affected by costs associated with advertising, promotions and complimentary services to patrons, the amount and timing of which may be affected by the advertising and complimentary policies and actions of our properties' competitors and our efforts to keep pace with them. If our operating revenues are insufficient to allow us to match the promotions of competitors, the number of our casino patrons may decline, which may have a material adverse effect on our financial performance. In addition, some of our competitors have significantly greater financial resources than we do, and as a result we may not be able to successfully compete with them in the future.

Our ability to compete successfully depends upon our ability to manage our costs and develop and implement strong and effective marketing campaigns both at our individual properties and across our business, as well as our investment in, and upgrade to, the facilities we own. To the extent we are unable to develop and implement these types of marketing initiatives and invest in and upgrade to our facilities, we may not be successful in competing in our markets, which may have a material adverse effect on our financial position.

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The competitive environment of each of our properties is described below by region.

East

Tropicana AC

The Atlantic City market primarily serves the New York-Philadelphia-Baltimore-Washington, D.C. corridor with nearly 48 million adults living within a 300-mile radius. Tropicana AC offers slot machines, table games and intra-state internet gaming and primarily competes with casino and gaming facilities located in Atlantic City and the north-east. The following is a brief summary of competition in these markets.

Atlantic City. Competition in Atlantic City is intense. In 2014 four casinos in Atlantic City (Atlantic Club, Trump Plaza, Revel and Showboat) closed for a variety of reasons including increased market competition, declining revenues and increased operating costs. Of the four closures, it is anticipated that only Revel may reopen in mid-2015. As a result of the closures, the Atlantic City market has continued to decline and, although Tropicana AC has increased market share as a result of the closings, the Atlantic City operating climate remains difficult. Currently, the eight remaining casino hotels located in Atlantic City, including Tropicana AC, compete with each other on the basis of customer service, quality and extent of amenities and promotional offers. For this reason, Tropicana AC and its competitors have historically incurred substantial capital expenditures and marketing expenses to compete effectively. The current economic downturn and increased competition from neighboring jurisdictions, particularly Pennsylvania, New York, Delaware and Maryland (as discussed in more detail below), has further intensified the competition among the eight casino hotels currently operating in Atlantic City.

New Jersey law also permits a limited number of "boutique casinos" to be developed in Atlantic City. These boutique casinos would be subject to less stringent size and costs structures than those to which Tropicana AC and other existing casinos are currently subject, but would be subject to a higher gross gaming tax than non-boutique Atlantic City casinos. To date, no such “boutique casinos” have been developed, but if such are developed in the future, Tropicana AC could face additional competition.

In addition, various legislative initiatives have been introduced to authorize casino gaming at various locations in northern New Jersey including the Meadowlands Racetrack, but none of these efforts have yet to succeed. Should New Jersey racetracks located in the northern part of the state be authorize to conduct gaming in the future, Atlantic City casinos including Tropicana could lose customers and business.

Pennsylvania. Atlantic City casinos, including Tropicana AC, primarily compete against the Pennsylvania gaming facilities located in the eastern part of the state that offer slot machines, table games and a variety of non-gaming amenities. These include four Philadelphia metropolitan area casinos and three casinos located north of Philadelphia metropolitan area. In addition, in 2014 following a competitive bidding process, a second Philadelphia Category 2 casino license was awarded to Live! Hotel & Casino who have announced plans to construct a $400 million 200,000 square foot casino project in south Philadelphia to include 2,000 slot machines, 125 table games, a 240 room hotel and 2,500 parking spaces. The casino license award is pending an appeal filed by unsuccessful bidders and other competing casinos. Should the recently approved Philadelphia casino be constructed it will further impact Atlantic City gaming revenues.

New York. In New York, there are currently two large scale video lottery terminal (“VLT”) facilities operating in the New York City metropolitan area, Empire City Casino at Yonker’s Raceway and Resort World at Aqueduct Racetrack. In addition, current New York law authorizes up to an additional seven casinos (three of which were approved in late 2014) as well as two additional New York metropolitan VLT facilities to be built in coming years.

Competition from the VLT facilities at Aqueduct and Yonkers have impacted Atlantic City casinos, and future competition from the additional approved commercial casinos and VLT facilities authorized to be constructed in the future in and around the New York City metropolitan area could further adversely impact Atlantic City casinos, including Tropicana AC.

Maryland. There are currently five casino gaming facilities open in Maryland and in mid-2016 MGM Resorts International expects to complete construction of its National Harbor Casino on the Potomac River in Prince George’s County We believe these facilities in Maryland, particularly the Baltimore area casinos, have adversely impacted Atlantic City casinos, including Tropicana AC.

Delaware. Tropicana AC competes with Delaware primarily for gaming customers from the southern New Jersey, southern Pennsylvania and Delaware regions. Three racetrack casinos are currently operating in Delaware: Delaware Park, Dover Downs and Harrington offering slot machines, table games, intra-state internet gaming and limited parlay sports wagering on National Football games.

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Connecticut. Connecticut features two mature resort style Native American casinos, Mohegan Sun and Foxwoods Resort and Casino. These casinos draw customers from the New York metropolitan area and southern New England that had traditionally gambled in Atlantic City. Atlantic City casinos, including Tropicana AC, continue to market against and compete with these facilities for customers in these geographic areas.

Massachusetts. Massachusetts law allows for three resort casinos to be constructed in the central, southeastern and western parts of the state, and for one slot parlor with a maximum of 1,250 slot machines and no table games. In 2014 an MGM Resorts International proposed casino in Springfield and a Wynn Resorts proposed casino outside of Boston were approved, as well as a slot parlor in south-eastern Massachusetts to be developed by Penn National Gaming. A decision to award a third casino license outside of Boston is pending. These facilities will increase north-east gambling competition which had traditionally been monopolized by Atlantic City casinos.

Central

Tropicana Evansville

As the only full service casino within an 85-mile radius of Evansville, Indiana, we believe Tropicana Evansville enjoys a prime location. Its nearest direct competitor, French Lick Casino, is located 85 miles to the northeast. Other casino competitors include: Horseshoe Southern Indiana located 115 miles east; Harrah's Metropolis located 140 miles southwest; and four casinos in the St. Louis, Missouri area located approximately 165 miles northwest. Indiana racino competitors include Indiana Live located 205 miles northeast; and Hoosier Park located 225 miles northeast.

Legislation to bring casino gambling to neighboring Kentucky has been intermittently introduced dating back to 1988. Now that Kentucky is bordered by five states with legalized gaming it may put additional pressure on the Kentucky legislature to legalize gaming. State leaders have debated for years whether Kentucky, a state with a long tradition of betting on horse races, can offer casino-style gambling at racetracks and new legislative initiatives have been announced from time to time. Although legislation to allow slot machines and table games at the racetracks has thus far been unsuccessful, in July 2010 the Kentucky Horse Racing Commission (the "KHRC") approved regulations permitting Instant Racing to be operated by Kentucky's racetracks. Instant Racing, a game currently in use in Arkansas, allows players to bet on historical races that are chosen at random and shown on a video screen. Subsequently, the KHRC sought a ruling upholding its legal authority to adopt the regulations. In February 2014 the Kentucky Supreme Court ruled that pari-mutual wagering on historic horse races is legal, but remanded the case to the Kentucky lower court for a determination as to whether wagering on historic horse races utilizing Instant Racing machines is in fact pari-mutual wagering. In 2012, Ellis Park, a thoroughbred racetrack in Henderson, Kentucky located approximately eight driving miles south of Tropicana Evansville, installed approximately 200 Instant Racing machines at its racetrack. The financial results of Tropicana Evansville could be adversely affected if Instant Racing at Ellis Park continues and is expanded, or if commercial gaming is legalized in Kentucky.

Lumière Place

Lumière Place competes with five other casinos in the St. Louis region. The state of Missouri offers favorable competitive dynamics for current operators as the number of gaming licenses in the state is limited to 13, all of which have been awarded and are currently operating.

West

Tropicana Laughlin

Tropicana Laughlin is located in Southern Nevada on the Colorado River which forms the boundry between Nevada and Arizona. Tropicana Laughlin competes primarily with other Laughlin hotels and casinos located along the Colorado River based on a mix of casino games, personal service, payout ratios, price of hotel rooms, restaurant value and promotions. The Laughlin market is a value-oriented destination for travelers seeking an alternative to the fast-paced Las Vegas experience.

Tropicana Laughlin also competes with casinos in nearby locations, including the Mojave tribe's casino situated eight miles south of Laughlin, Native American casinos in Arizona and California, and numerous casinos in Las Vegas.

MontBleu

The South Lake Tahoe area consists of five casino properties including MontBleu. There are also three other casinos on the north shore of Lake Tahoe, which are approximately 25 miles from the South Lake Tahoe market, numerous casinos located

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in Reno, Nevada and several casinos located in Carson City, Nevada. Gaming revenues in the South Lake Tahoe area are also adversely affected by the ongoing proliferation of Native American gaming in northern California.

South and other

Tropicana Greenville

Tropicana Greenville and Harlow's Casino are currently the only licensed riverboat gaming facilities in the Greenville, Mississippi market and primarily compete against each other. Several potential gaming sites still exist in or near Greenville, and from time to time potential competitors have proposed the development of additional casinos. To a lesser extent, the Greenville market also competes with the Vicksburg market which is 90 miles to the south and the Tunica, Mississippi market which is 115 miles to the northeast.

Belle of Baton Rouge

Belle of Baton Rouge is currently one of two licensed dockside riverboat gaming facilities operating in downtown Baton Rouge. Another gaming operator opened the L'Auberge Resort ("L'Auberge") in 2012, located on 575 acres of land approximately eight miles southeast of downtown Baton Rouge. Since opening, although L'Auberge has grown the market, it has had a material adverse effect on the downtown Baton Rouge riverboat casinos, including the Belle of Baton Rouge.

Belle of Baton Rouge also faces competition from land-based and riverboat casinos throughout Louisiana and Mississippi, including Native American casinos. Belle of Baton Rouge faces competition from casinos on the Mississippi Gulf Coast, which is approximately 120 miles east of Baton Rouge, New Orleans, which is approximately 75 miles from Baton Rouge and Native American casinos within 65 miles of Baton Rouge. In addition, slot machines in non-casino venues such as truck stops, restaurants, bars and off-track betting facilities located in Louisiana provide additional competition.

Tropicana Aruba

There are currently twelve operating casinos in Aruba including our temporary casino. In 2012 the La Cabana Timeshare Resort immediately adjacent to our resort constructed an approximately 8,500 square-foot casino containing approximately 180 slot machines and eight table games. This casino competes directly against our temporary casino and would compete against our future planned permanent casino. In addition, it is expected that a new casino will open in the next five years as part of the Ritz Carlton project currently under construction. Other than these two projects, we do not expect that the Aruban casino market will experience any additional significant growth as casino licenses in Aruba are only granted to hotels with an average of 350 rooms and no additional projects of the requisite size have been announced. The casino properties in Aruba can be categorized as amenities to resort operations.

Governmental Regulation

General Governmental and Gaming Regulations

The following is a summary of the provisions of the laws and regulations applicable to our gaming operations and other laws and regulations applicable to us. The summary does not purport to be a full description thereof and is qualified in its entirety by reference to such laws and regulations.

The ownership and operation of our gaming facilities is subject to pervasive regulation under the laws and regulations of each of the six states in which we operate, Nevada, New Jersey, Mississippi, Missouri, Indiana and Louisiana, as well as of Aruba where we operate a small casino. Gaming laws generally are based upon declarations of public policy designed to protect gaming consumers and the viability and integrity of the gaming industry. Gaming laws also may be designed to protect and maximize state and local revenues derived through taxes and licensing fees imposed on the gaming industry participants as well as to enhance economic development and tourism. To accomplish these public policy goals, gaming laws establish procedures to ensure that participants in the gaming industry meet certain standards of character and financial fitness. In addition, gaming laws generally require gaming industry participants to:


•	establish and maintain responsible accounting practices and procedures;


•	maintain effective controls over their financial practices, including establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues;


•	maintain systems for reliable record keeping;


•	file periodic reports with gaming regulators;

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•	ensure that contracts and financial transactions are commercially reasonable, reflect fair market value, and are arm's-length transactions entered into with suitable persons;


•	establish procedures designed to prevent cheating and fraudulent practices; and


•	establish programs to promote responsible gaming.

Typically, a jurisdiction's regulatory environment is established by statute and is administered by a regulatory agency with broad discretion to regulate, among other things, the affairs of owners, managers and persons with financial interests in gaming operations. Among other things, gaming authorities in the various jurisdictions in which we operate:


•	adopt rules and regulations under the implementing statutes;


•	interpret and enforce gaming laws, rules and regulations;


•	impose disciplinary sanctions for violations, including fines and penalties;


•	review the character and financial fitness of participants in gaming operations and make determinations regarding their suitability or qualification for participation and licensure;


•	grant licenses for participation in gaming operations and authorize renewals of those licenses on a periodic basis;


•	collect and review reports and information submitted by participants in gaming operations;


•	review and approve certain transactions, such as acquisitions or change-of-control transactions, of gaming industry participants, securities offerings and debt transactions engaged in by such participants; and


•	establish and collect fees and taxes.

Any change in the laws or regulations of a gaming jurisdiction could have a material adverse effect on our gaming operations.

Licensing

Gaming laws require us and certain of our subsidiaries, as well as our directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees and, in some cases, certain of our shareholders, (with respect to corporations), members (with respect to limited liability companies), and holders of debt securities, to obtain licenses, findings of suitability or other approvals from gaming authorities. Licenses or findings of suitability typically require a determination that the applicant is suitable or otherwise qualifies to hold the license or to merit the finding of suitability necessary to hold equity, debt securities or position with the gaming licensee or its affiliated entities. Where not mandated by statute, rule or regulation, gaming authorities generally have broad discretion in determining who must apply for a license or finding of suitability and whether an applicant qualifies for licensing or should be deemed suitable or otherwise qualified.

To determine whether to grant a license or finding of suitability to an entity to conduct gaming operations, gaming authorities generally consider the following factors (which vary among the jurisdictions in which we operate):


•	the financial stability, integrity, and responsibility of the applicant, including whether the operation is adequately capitalized in the state and exhibits the ability to maintain adequate insurance levels;


•	the quality of the applicant's casino facilities, support facilities and equipment;


•	the amount of revenue to be derived by the applicable state from the operation of the applicant's casino;


•	the applicant's practices with respect to diversity in employment and procurement;


•	the effect on competition and general impact on the community; and


•	the good character, honesty and integrity of the applicant and its parent entities.

Many gaming jurisdictions limit the number of licenses granted to operate casinos within the state, and some states limit the number of licenses granted to a single gaming operator or the number of licenses in which an investor may hold an ownership interest. Licenses under gaming laws generally are not transferable. Licenses in most of the jurisdictions in which we conduct gaming operations are granted for limited durations and require renewal from time to time. The failure to obtain or renew any of our licenses could have a material adverse effect on our gaming operations.

In evaluating individual applicants, gaming authorities generally consider the individual's business probity and casino experience, the individual's reputation for good character, honesty, and integrity, the individual's criminal and financial history and the character and reputation of those with whom the individual associates.

Findings of Qualification and Suitability Determinations

As noted above, gaming authorities may investigate any individual who has a material relationship to or material involvement with our operations to determine whether such individual is suitable or should be licensed or found suitable as a

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business associate of a gaming licensee. In many of the jurisdictions in which we operate, our directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees must file applications with the gaming authorities and may be required to be licensed, qualify, or otherwise be found suitable. Qualification and suitability determinations generally require the submission of detailed personal and financial information followed by a thorough investigation. The applicant must pay all the costs of the investigation. Changes with respect to the individuals who occupy licensed positions must be reported to gaming authorities and—in addition to their authority to deny an application for licensure, qualification, or a finding of suitability—gaming authorities have jurisdiction to disapprove a change in a corporate position.

If one or more gaming authorities were to find that a director, officer (with respect to corporations), manager (with respect to limited liability companies), or other key employee of ours does not qualify, is unsuitable for licensing or is unsuitable to continue having a relationship with us, we may be required to sever all relationships with such person. In addition, gaming authorities may require that we terminate the employment of any person who refuses to file appropriate applications.

Moreover, in many jurisdictions, certain holders of our debt and equity securities may be required to undergo a suitability investigation similar to that described above. All of the jurisdictions in which we operate require any person who acquires beneficial ownership of more than a certain percentage of voting securities, and, in some jurisdictions, also non-voting securities, typically 5%, to report the acquisition to the gaming authorities, and the gaming authorities may require such holders to apply for qualification or a finding of suitability. Most jurisdictions provide that "institutional investors" may seek a waiver of these requirements. In such jurisdictions, an "institutional investor" generally is defined as a qualified investor (i.e., certain banks, insurance companies, investment companies or advisors) acquiring and holding voting securities (or non-voting securities in jurisdictions that do not make a distinction between voting and non-voting securities) in the ordinary course of business for passive investment purposes only, and not for the purpose of causing, directly or indirectly, the election of a majority of the gaming entity's board of directors, any change in such entity's corporate charter, bylaws, management, policies, or operations, or those of any of such entity's affiliates, or the taking of any other action that gaming authorities find to be inconsistent with holding the securities solely for passive investment purposes. Even if a waiver is granted, an institutional investor generally may not take any action inconsistent with its status when the waiver was granted without once again becoming subject to the foregoing reporting and application obligations.

The definition of an "institutional investor" varies from jurisdiction to jurisdiction. In addition, in order to obtain a qualification waiver, some jurisdictions, including Nevada, Louisiana, Mississippi, Missouri, Indiana and New Jersey, require an institutional investor to certify to, among other things, its intent and purpose in acquiring and holding an issuer's securities. In Indiana, an institutional investor that acquires, directly or indirectly, the beneficial ownership of 15% or more of a public gaming company's voting securities must apply for a finding of suitability within 45 days after acquiring the securities. The definition of "public company" varies from jurisdiction to jurisdiction, but in general, a public company is one that has a class of securities registered under the Securities Exchange Act of 1934 (the "Exchange Act"). In Mississippi, an institutional investor that acquires, directly or indirectly, beneficial ownership of more than 10% of a gaming company's voting securities must apply to the Mississippi Gaming Commission for a finding of suitability within thirty days of acquiring said interest. However, if the institutional investor holds such voting securities for investment purposes only, and, under certain circumstances, such an investor that has obtained a waiver can hold, directly or indirectly, up to 19% of the voting securities of a public gaming company for a limited period of time and maintain the waiver. In Missouri, licensing requirements will be imposed upon any holder of an aggregate ownership interest of 5% or more of a publicly-traded gaming company’s voting securities, unless such holder applies for and obtains an institutional investor exemption in accordance with the Missouri gaming regulations which require, among other things, certification by the institutional investor of its passive ownership status. The Executive Director of the Missouri Gaming Commission may grant a waiver to an institutional investor that holds up to 10% of the outstanding equity of a Missouri licensee. The Missouri Gaming Commission itself may grant a waiver to an institutional investor that holds up to 20% of the outstanding equity of the Missouri licensee.

In Nevada, beneficial owners of more than 10% of a public gaming company's voting securities must apply to the Nevada Gaming Commission for a finding of suitability within 30 days after the Chairman of the Nevada State Gaming Control Board mails a written notice requiring the filing of an application for such a finding. However, an institutional investor that beneficially owns more than 10% but not more than 11% of a public gaming company's voting securities as a result of a stock repurchase by the public gaming company may not be required to file such an application. Additionally, an institutional investor that acquires more than 10% but not more than 25% of a public gaming company's voting securities may apply to the Nevada Gaming Commission for a waiver of these application requirements if the investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may own more than 25% but not more than 29% of a public

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gaming company's voting securities and maintain the waiver where the additional ownership results from a stock repurchase by the public gaming company.

In New Jersey, gaming laws permit an institutional investor holding either under 25% of the equity securities of a casino licensee's holding or intermediary companies, or debt securities of a casino licensee's holding or intermediary companies, or another subsidiary company of a casino licensee's holding or intermediary companies which is related in any way to the financing of the casino licensee, where the securities represent a portion of the outstanding debt of the company not exceeding 25% or a percentage of any issue of the outstanding debt of the company not exceeding 50%, unless the full issue is in the amount of $150 million or less (in which case no qualification is required), shall be granted a waiver of the qualification requirement if the securities are those of a corporation, whether publicly traded or privately held, and its holdings of such securities were purchased for investment purposes only and the institutional investor provides a certification which, among other things, confirms that its holdings of such securities were purchased for investment purposes only. The Director of the NJDGE may grant a waiver of the qualification requirement to an institutional investor holding a higher percentage of such securities upon a showing of good cause and compliance with the certification submission requirement.

In Aruba, any direct or indirect holder of an Aruban casino license is required to provide certain information, including information regarding its ownership. Information required to be provided by the owners of a license holder includes the number of shares of the license holder held as well as a certificate of good standing.

Generally, in each of the jurisdictions in which our subsidiaries operate, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by gaming authorities that it is required to do so may be denied a license or found unsuitable or unqualified, as applicable. Any holder of equity securities that is found unsuitable or unqualified or denied a license, and who holds, directly or indirectly, any beneficial ownership of a gaming entity's equity securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense. Furthermore, a gaming entity may be subject to disciplinary action if such gaming entity, after receiving notice that a person is unsuitable to be a holder of equity securities or to have any other relationship with such gaming entity or any of its subsidiaries: (i) pays that person any dividend or interest upon the securities; (ii) allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (iii) pays remuneration in any form to that person for services rendered or otherwise; (iv) allows that person to continue an ownership or economic interest or receive any economic benefit or remain as a member, beneficial owner, officer or partner of a licensee; or (v) fails to pursue all lawful efforts to require such unsuitable person to relinquish the securities including, if necessary, the immediate purchase of such securities for the lesser of fair value at the time of repurchase or fair value at the time of acquisition by the unsuitable holder. In the event that disqualified holders fail to divest themselves of such securities, gaming authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities.

Our certificate of incorporation includes provisions establishing our ability to redeem the securities of unsuitable holders if (i) the holder is determined by a gaming authority, or if we have been notified by the staff of a gaming authority that it will recommend that the gaming authority determine the holder to be, unsuitable, unqualified, or disqualified to own or control such securities or unsuitable to be connected with a person engaged in gaming activities in that jurisdiction, or (ii) the holder is deemed likely to preclude or materially delay, impede, impair or jeopardize our application for or ability to obtain, right to the use of or ability to reinstate or retain any gaming license, or to result in the imposition of materially burdensome terms of or conditions on any gaming license.

Some of the gaming jurisdictions in which we operate also require that suppliers of certain goods and services to gaming industry participants be licensed or otherwise approved, and require that we purchase and lease gaming equipment, supplies, and services only from such licensed or approved suppliers.

Violations of Gaming Laws

The gaming authorities in each of the jurisdictions in which our subsidiaries operate may also, among other things, limit, condition, suspend, or revoke a gaming license or approval to own the equity or joint venture interests of any of our operations in such licensing authority's jurisdiction for any cause deemed reasonable by such licensing authority. In addition, if our subsidiaries violate applicable gaming laws, their gaming licenses could be limited, conditioned, suspended, or revoked by gaming authorities, and we and any other persons and entities involved could be subject to substantial fines. Further, gaming authorities may appoint a supervisor or conservator to operate our gaming properties or, in some jurisdictions, take title to our gaming assets. Under certain circumstances, earnings generated during such appointment could be forfeited to the applicable state or states. Furthermore, violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions and, as a result, violations by us of applicable gaming laws in one jurisdiction could have a material adverse effect on all of our gaming

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operations. Finally, some gaming jurisdictions prohibit certain types of political activity by a gaming licensee, its directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key people. In Indiana, for example, a licensee or a person with an interest in a licensee is prohibited from making certain political contributions. A violation of such a prohibition may subject the offender to criminal charges and disciplinary action.

Reporting and Record-Keeping Requirements of Gaming Authorities

We are periodically required to submit detailed financial and operating reports and furnish any other information that gaming authorities may require. Under federal law, we are required to record and submit detailed reports of currency transactions at our casinos involving greater than $10,000, as well as any suspicious activity that may occur at such facilities. Additionally, we are required to maintain a current stock ledger that may be examined by gaming authorities at any time. In addition, gaming authorities may require that our Common Stock certificates and Warrant certificates bear a legend indicating that the securities are subject to specified gaming laws.

Review and Approval by Gaming Authorities of Certain Transactions

Substantially all material loans, leases, sales of securities, and similar financing transactions by us must be reported to, and in some cases, requires the prior approval of gaming authorities. We may not make a public offering of securities without the prior approval of certain gaming authorities. Changes in control through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or otherwise, are subject to prior approval of gaming authorities. Entities seeking to acquire control of us or one of our subsidiaries must satisfy gaming authorities with respect to a variety of standards prior to assuming control. Gaming authorities may also require controlling stockholders, directors, officers (with respect to corporations), managers (with respect to limited liability companies), and certain other key employees having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed, qualified, or found suitable as part of the approval process relating to the transaction.

Because of regulatory restrictions, our ability to grant a security interest in any of our gaming assets is limited and subject to receipt of approval by gaming authorities. Some jurisdictions, including Nevada, Louisiana, Indiana, Mississippi, Missouri and Aruba, prohibit the transfer of a gaming license or the granting of a security interest in the same.

License for Sale of Alcoholic Beverages

The service and sale of alcoholic beverages at our various casinos are subject to licensing, control and regulation by various governmental authorities, some of which have the authority to approve all persons owning or controlling stock, and all directors and officers in a manner similar to the gaming suitability determinations discussed above. Although these authorities, with the exception of Indiana, Louisiana and Mississippi, typically defer to the suitability determinations of the relevant gaming authority in their jurisdiction, they retain the jurisdiction to conduct any investigation and take any regulatory action deemed appropriate under the circumstances. Any holder found to be unsuitable by such an authority must dispose of held securities, and such securities would be subject to repurchase by us, as provided in our certificate of incorporation. In New Jersey, the authority to grant any license for, or to permit or prohibit the presence of, alcoholic beverages in, on, or about any premises licensed as part of a casino hotel is exclusively vested in the NJDGE.

Other Regulations

We are subject to various federal, state and local laws and regulations. These laws and regulations include, but are not limited to, restrictions and conditions concerning alcoholic beverages, environmental matters (see "—Environmental Matters"), currency transactions, employees, taxation, zoning and building codes, marketing and advertising, vessels and permanently moored craft. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. Material changes, new laws or regulations, or material differences in interpretations by courts or governmental authorities could adversely affect our business.

Trademarks

We use a variety of trade names, service marks and trademarks and have all the rights and licenses necessary to conduct our continuing operations. We have registered several service marks and trademarks with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to the conduct of our business. We own the following federally registered trademarks or service marks that are material to our business: MontBleu, Aztar, Trop, Tropicana, Belle of Baton Rouge, Trop Advantage, the Quarter at Tropicana and Lumière.

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Tropicana Trademark

We along with certain entities that own Tropicana Las Vegas (“Tropicana LV”) are parties to a trademark Settlement Agreement (the “Settlement Agreement”) governing the respective rights of the parties to the “Tropicana” trademark. Pursuant to the Settlement Agreement, which became effective on September 28, 2011, the Tropicana LV entities, subject to certain advertising exceptions and other terms and conditions set forth in the Settlement Agreement, have perpetual exclusive rights to use the names, trademarks, and/or service marks TROPICANA LAS VEGAS (or TROP LAS VEGAS) and TROPICANA LV (or TROP LV) (the “TLV Marks”, as defined in the Settlement Agreement) in conjunction with its services (“Services”, as defined in the Settlement Agreement) in the City of Las Vegas, Nevada and within a 50-mile radius of the front entrance of the Tropicana Las Vegas Hotel and Casino located at 3801 Las Vegas Boulevard South, Las Vegas, Nevada (the “TLV Territory”) along with certain rights to use the TLV Marks on the Internet without geographic limitation and to register the TLV Marks as domain names. TEI and its affiliates, subject to certain advertising exceptions and other terms and conditions set forth in the Settlement Agreement, have perpetual exclusive worldwide rights (excluding the TLV Territory) to use the TROPICANA and TROP Marks coupled with either a pre-existing identifier of its Services (such as "TROPICANA ENTERTAINMENT" or "TROP ADVANTAGE") or an accurate geographic identifier of the location of a Tropicana Entertainment property (other than LAS VEGAS or the name of any city within the TLV Territory) (the “TE Marks”) along with certain rights to use the TE Marks on the Internet without geographic limitation and to register the TE Marks as domain names.

Seasonality

Our cash flows from operating activities are seasonal in nature. Operating results are traditionally the strongest in the third quarter and traditionally the weakest during the fourth quarter. Any excess cash flows achieved from operations during the peak seasons are used to subsidize non-peak seasons. Performance in non-peak seasons is usually dependent on favorable weather and a long-weekend holiday calendar. In the event that we are not able to generate excess cash flows during the peak seasons, we may not be able to fully subsidize non-peak seasons.

Environmental Matters

We have to address, and are liable for, hazardous materials or contamination on our properties. Some of our properties currently have or had in the past underground fuel storage tanks and construction materials containing asbestos. We may become liable for contamination on our properties that was caused by former owners or operators. Our ongoing operations are subject to stringent regulations relating to protection of the environment and handling of waste, particularly with respect to the management of wastewater from the facilities. See "Item 1A—Risk Factors—Noncompliance with environmental, health and safety regulations applicable to our hotels and casinos could adversely affect our results of operations."

Employees

As of December 31, 2014, we had approximately 7,400 employees and had collective bargaining agreements with several unions covering approximately 2,700 of those employees, substantially all of whom are employed at Tropicana AC, Lumière Place, Belle of Baton Rouge and Tropicana Evansville. We periodically experience challenges in negotiating collective bargaining agreements with certain unions. In September 2014, a collective bargaining agreement with UNITE HERE Local 54 covering approximately 1,000 employees at Tropicana AC expired and Tropicana AC is presently operating without an agreement with this union. In 2012 there were certain labor disruptions at Tropicana AC related to several UNITE HERE Local 54 union protest rallies. We cannot assure that this situation will not result in additional labor disruptions at the property.

Financial Information

See "Item 6.—Selected Financial Data" and "Item 7.—Management's Discussion and Analysis of Financial Condition and Results of Operations" for information about our revenues and operating results and "Item 15.—Exhibits and Financial Statement Schedules" for our financial statements and accompanying footnotes.

Available Information

We are required to file annual, quarterly and other current reports and information with the Securities and Exchange Commission (the "SEC"). You may read and copy any materials filed by the Company with the SEC at its Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public from commercial document retrieval services and at the world wide web site maintained by the SEC at http://www.sec.gov.

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Copies of our annual, quarterly and current reports and amendments to those reports are available on our web site at www.tropicanacasinos.com or free of charge by contacting our Investors Relations Department at Tropicana Entertainment Inc., 8345 West Sunset Road, Suite 200, Las Vegas, Nevada 89113.

ITEM 1A. RISK FACTORS.

The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. See "Cautionary Statement Regarding Forward-Looking Statements," above. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below as well as those discussed elsewhere in this Annual Report on Form 10-K. Additional risks and uncertainties that management is not aware of or that are currently deemed immaterial may also adversely affect our business operations. If any of the following risks materialize, our business, financial condition or operating results could be materially adversely affected.

Risks Related to Our Business and Our Industry

We are pursuing, and may in the future pursue, expansion and acquisition opportunities and other strategic transactions that involve inherent risks, any of which may cause us to not realize anticipated benefits.

Our business strategy includes the consideration of expansion opportunities in new gaming jurisdictions and underserved markets and acquisition opportunities and other strategic transactions that may arise periodically. For example, in April 2014 we acquired Lumiére Place for $261.3 million in cash, which includes an adjustment for working capital as of the acquisition date, as discussed in Note 1 of the “Notes to Consolidated Financial Statements.” We may not be able to successfully identify suitable acquisition or other strategic opportunities or complete any particular acquisition, combination, joint venture or other strategic transaction on acceptable terms. Our identification of suitable acquisition candidates and other strategic opportunities involves risks inherent in assessing the values, strengths, weaknesses, risks and profitability of these opportunities including their effects on our business, diversion of our management’s attention and risks associated with unanticipated problems or unforeseen liabilities. If we are successful in pursuing acquisitions or other strategic opportunities, we may be required to expend significant funds, incur additional debt, or issue additional securities, which may materially and adversely affect our results of operations and be dilutive to our stockholders. If we spend significant funds or incur additional debt, our ability to obtain financing for working capital or other purposes could decline and we may be more vulnerable to economic downturns and competitive pressures. In addition, we cannot guarantee that we will be able to finance additional acquisitions or other strategic opportunities, or that we will realize any anticipated benefits from acquisitions or other strategic opportunities. Should we successfully acquire another business, the process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant financial resources that would otherwise be available for the ongoing development or expansion of our existing business. The difficulties of integration may be increased by the necessity of coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures. In addition, we may not be effective in retaining key employees or customers of the combined businesses. We may face integration issues pertaining to the internal controls and operations functions of the acquired companies and we may not realize cost efficiencies or synergies that we anticipated when selecting our acquisition candidates. Our failure to identify suitable acquisition or other strategic opportunities may restrict our ability to grow our business.

Intense competition exists and is growing in the gaming industry, including competition involving the implementation of internet gaming, and we may not be able to compete effectively which could negatively affect our results of operations.

The gaming industry is highly competitive for both customers and employees, including those at the management level. We face increasing intense competition with numerous casinos and hotel casinos of varying quality and size in market areas where our properties are located. We also compete with other non-gaming resorts and vacation destinations, and with various other casino and other entertainment businesses and could compete with any new forms of gaming that exist or may be legalized in the future, including on-line gaming. The casino entertainment business is characterized by competitors that vary considerably in their size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength and capabilities, level of amenities, management talent and geographic diversity. In most markets, we compete directly with other casino facilities operating in the immediate and surrounding market areas. In some markets, we face competition from nearby markets in addition to direct competition within our market areas as well as the threat from new, emerging markets. With internet gaming, our land based casinos will also potentially be competing in virtual markets that may not be constrained by geographical limitations.

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In recent years, competition in existing markets has intensified. For example, competition with the Atlantic City market has increased with Pennsylvania and Delaware commencing live table game operations in fiscal 2010; the opening of a new casino in a Philadelphia suburb in 2012 and the award of the second Philadelphia Category 2 license in 2014; five casinos currently operating in Maryland with plans for an additional casino to open in and mid-2016, and the addition of table games; two VLT casinos operating in the New York metropolitan area with up to an additional seven commercial gaming facilities (with three proposals approved in 2014) and two additional VLT facilities planned for the eastern parts of New York in the coming years. In September 2012, competition in our Baton Rouge market increased with the opening of a new casino. In addition, our competitors have invested in expanding their existing facilities and developing new facilities. Our properties, on the other hand, historically have had more limited resources for capital expenditures and other improvements than many of our competitors. Our ability to invest in our properties going forward may continue to be constrained due to market conditions, and we may not be able to compete effectively with casinos that have been modernized or recently expanded.

This expansion of existing casino entertainment properties, the increase in the number of gaming opportunities, the potential emergence of legal internet gaming and the aggressive marketing strategies of many of our competitors has also increased competition in many markets in which we compete, and we expect this intense competition to continue.

If our competitors operate more successfully than we do, if they are more successful than us in attracting and retaining employees, if their properties are enhanced or expanded, if additional hotels and casinos are established in and around the locations in which we conduct business, or if on-line gaming is permitted and conducted in any of our markets, we may lose market share or the ability to attract or retain employees or customers. In particular, the expansion of casino gaming in or near any geographic area from which we attract or expect to attract a significant number of our customers could materially adversely affect our business, financial condition and results of operations.

We expect that competition from internet gaming will continue to grow and intensify.

We expect that we will face increased competition from internet gaming as the potential for legalized internet gaming continues to grow. There are current proposals to legalize internet gaming under federal law. Additionally, several states are currently considering legislation that would legalize internet gaming at the state level. As a result of the Justice Department's December 2011 opinion concerning the applicability of the Wire Act to internet gaming, certain states including Nevada, Delaware and New Jersey have moved forward with legislation to authorize various forms of intrastate internet gaming. Notably, in February 2013 Nevada amended its internet gaming law to permit Nevada licensed internet providers to commence internet poker and to allow the state to enter into agreements with other states to create multi-state poker wagering, and in November 2013 New Jersey commenced intrastate internet gaming through Atlantic City casinos. The New Jersey law provides that licensed Atlantic City casinos including Tropicana AC may offer internet gambling games subject to regulations to be adopted by the NJDGE. The law provides for a 15% tax on internet gaming gross revenues and permits New Jersey to enter into agreements with other states to engage in multi-state internet wagering pools. The law has a 10 year sunset provision. A number of New Jersey casinos including Tropicana Atlantic City participate in intrastate Internet gaming. Our ability to compete in a marketplace containing multiple virtual casino platforms will depend on our ability to effectively market our internet gaming products to our customers in face of stiff competition as well as the availability of internet gaming in jurisdictions in which we operate casinos. Furthermore, competition from internet lotteries and other internet wagering gaming services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could divert customers from our properties and thus adversely affect our business. Such internet wagering services are likely to expand in future years and become more accessible to domestic gamblers as a result of recently announced U.S. Department of Justice positions related to the application of federal laws to intrastate internet gaming and initiatives in some states to consider legislation to legalize intrastate internet wagering. There are also proposals that would specifically legalize internet gaming under federal law.

The casino, hotel and resort industry is capital intensive and we may not be able to proceed with renovation projects because of market conditions, which could put us at a competitive disadvantage.

Our properties have an ongoing need for renovations and other capital improvements to remain competitive, including replacement, from time to time, of furniture, fixtures and equipment. We also need to make capital expenditures to comply with applicable laws and regulations.

Renovations and other capital improvements of our properties require significant capital expenditures and usually generate little or no cash flow until the project is completed. We may not be able to proceed with planned capital improvement projects because of market conditions. Our failure to renovate our gaming properties may put us at a competitive disadvantage, which could materially adversely affect our business, financial condition and results of operations.

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Renovations and other capital improvements may disrupt our operations.

Renovation projects may cause us to temporarily close all or a portion of our facilities to customers and disrupt service and room availability, causing reduced demand, occupancy and rates. For example, in 2014 and 2015 MontBleu and Tropicana AC are undergoing major renovation projects that may impact operating results. In addition, Tropicana Aruba's casino is temporarily closed for renovations. Any future capital improvements projects may increase our expenses and reduce our cash flows and our revenues and, accordingly, may have a material adverse effect on our business, financial condition and results of operations.

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

We are party to 10 collective bargaining agreements with different unions. In September 2014, a collective bargaining agreement with UNITE HERE Local 54 covering approximately 1,000 employees at Tropicana AC expired and Tropicana AC is presently operating without an agreement with this union. We cannot assure that we will be able to enter into a new collective bargaining agreement with UNITE HERE Local 54 or renegotiate the other collective bargaining agreements with other unions currently in effect. The addition of new or changes to the existing collective bargaining agreements could cause significant increases in labor costs, which could have a material adverse effect on our businesses, financial condition and results of operations.

In addition, the unions with which we have collective bargaining agreements or other unions could seek to organize employees at our non-union properties or groups of employees at our properties that are not currently represented by unions. Union organization efforts could cause disruptions in our businesses and result in significant costs, both of which could have a material adverse effect on our businesses, financial condition and results of operations.

Finally, if we are unable to negotiate these agreements on mutually acceptable terms, the affected employees, including union members with the UNITE HERE Local 54 bargaining unit, may engage in a strike or other job actions instead of continuing to operate without contracts or under expired contracts, which could have a materially adverse effect on our results of operations and financial condition, including the operations of Tropicana AC. In 2012, UNITE HERE Local 54 staged several protest actions at Tropicana AC which were disruptive to its business. Any unexpected shutdown of one of the casino properties, including Tropicana AC, from a work stoppage or strike action could have a material adverse effect on our businesses and results of operations. Moreover, strikes, work stoppages or other job actions could also result in adverse media attention or otherwise discourage customers, including convention and meeting groups, from visiting our casinos. We cannot assure that we can be adequately prepared for labor developments that may lead to a temporary or permanent shutdown of any of our casino properties.

Our business is particularly sensitive to reductions in discretionary consumer spending as a result of downturns in the local, regional or national economy.

Consumer demand for gaming, entertainment and amenities at casino and hotel properties, such as ours, is particularly sensitive to downturns in the local, regional or national economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions, the recent housing and credit crises, the impact of high energy and food costs, the increased cost of travel, the potential for continued bank failures, perceived or actual declines in disposable consumer income and wealth, the effect of the current economic environment and changes in consumer confidence in the economy, or fears of war and future acts of terrorism could further reduce customer demand for amenities that we offer.

The housing crisis and recession in the United States that began in 2008 resulted in a significant decline in tourism and consumer spending. Economic conditions like the most recent downturn (and slowdowns or recessions less severe) could cause fewer consumers to spend money or cause consumers to spend less money at our properties and could materially adversely affect our business, financial condition and results of operations. While general economic conditions have modestly improved, we cannot assure that they will continue to improve or will not worsen in the future.

The state of the global financial markets may impact our ability to obtain sufficient financing and credit on a going forward basis which could negatively impact our ability to expand our business.

In addition to earnings and cash flows from operations, we may rely on borrowed money to finance our business, which may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms. Developments in the global financial markets that have led to unpredictable government interventions in the United States and

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European banking systems, including the 2008 capital crisis in the banking system, a series of rating agency downgrades of subprime United States mortgage-related assets and significant provisions for loan losses recorded by major financial institutions and downgrades of sovereign debt in the United States and certain EU member nations have resulted in volatility in the credit markets, a low level of liquidity in many global financial markets and other adverse conditions for issuers in fixed income, credit and equity markets. In the recent past, these markets experienced disruption that had a dramatic impact on the availability and cost of capital and credit. The market interest rate for debt of companies similar to ours has been volatile. The United States and other governments have enacted legislation and taken other actions to help alleviate these conditions, although we cannot assure that such steps will have the effect of easing the conditions in global credit and capital markets. Therefore, we cannot assure that such steps will facilitate our further access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness. While these conditions have recently improved, we cannot assure that they will not worsen in the future. We are unable to predict the likely duration or severity of any disruption in the capital and credit markets, or its impact on the larger economy. A disruption in the global credit and financial markets may materially and adversely affect our ability to obtain sufficient financing to execute our business strategy.

Changes in our management team could affect our business strategy and adversely impact our performance and results of operations.

In the past, we have experienced management changes in several key areas including marketing and human resources. For example, in 2014 we experienced senior management changes at several of our operating properties. We intend to continue to focus on strengthening our management team. However, we cannot assure that we will be successful. In addition, turnover in our management team could have a negative impact on our performance and results of operations.

We may be subject to litigation resulting from our gaming, resort and dining operations which, if adversely determined, could result in substantial losses.

We will be, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses. We cannot predict the outcome of any action, and it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

State gaming laws and regulations may require holders of our debt or equity securities to undergo a suitability investigation, and may result in redemption of their securities.

Many jurisdictions require any person who acquires beneficial ownership of debt or equity securities of a casino gaming company to apply for qualification or a finding of suitability. Generally, any person who fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by gaming authorities that it is required to do so may be denied a license or found unsuitable or unqualified, as applicable. Any holder of securities that is found unsuitable or unqualified or denied a license, and who holds, directly or indirectly, any beneficial ownership of a gaming entity's securities beyond such period of time as may be prescribed by the applicable gaming authorities may be guilty of a criminal offense. Furthermore, a gaming entity may be subject to disciplinary action if such gaming entity, after receiving notice that a person is unsuitable to be a holder of securities or to have any other relationship with such gaming entity or any of its subsidiaries:


•	pays that person any dividend or interest upon the securities;


•	allows that person to exercise, directly or indirectly, any voting ownership right conferred through securities held by that person;


•	pays remuneration in any form to that person for services rendered or otherwise;


•	allows that person to continue in an ownership or economic interest or receive any economic benefit; or

•

fails to pursue all lawful efforts to require such unsuitable person to relinquish the securities including, if necessary, the immediate (or within such other time period as prescribed by the applicable gaming authorities) purchase of such securities for the lesser of fair value or market price at the time of repurchase or fair value or market price at the time of acquisition by the unsuitable holder.

In the event that disqualified holders fail to divest themselves of such securities, gaming authorities have the power to revoke or suspend the casino license or licenses related to the regulated entity that issued the securities. In addition, our

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certificate of incorporation provides that we may redeem our securities from an Unsuitable Person (as such term is defined in our certificate of incorporation).

Regulation by gaming authorities could adversely affect our businesses, financial condition and results of operations.

We are subject to extensive regulation with respect to the ownership and operation of our gaming facilities. Federal, state and local gaming authorities require that we and our subsidiaries hold various licenses, qualifications, findings of suitability, registrations, permits and approvals. The gaming regulatory authorities have broad powers with respect to the licensing of casino operations and alcoholic beverage service and may deny, revoke, suspend, condition, or limit our gaming or other licenses, impose substantial fines, temporarily suspend casino operations, and take other actions, any one of which could adversely affect our businesses, financial condition and results of operations.

We own, operate, or have an interest in gaming facilities located in Nevada, Indiana, Mississippi, Missouri, Louisiana, New Jersey and Aruba. We have obtained all material governmental licenses, qualifications, registrations, permits, and approvals necessary for the operation of our gaming facilities as operations at such facilities are presently conducted. However, we cannot assure that we can obtain any new licenses, or renew any existing, licenses, qualifications, findings of suitability, registrations, permits, or approvals that may be required in the future or that existing ones will not be suspended or revoked. If we relocate or expand any of our current gaming facilities or enter new jurisdictions, we must obtain all additional licenses, qualifications, findings of suitability, registrations, permits and approvals of the applicable gaming authorities in such jurisdictions. If state regulatory authorities were to find an officer, director, owner, or other person affiliated with our operations unsuitable, we would be required to sever our relationship with that person. Gaming authorities, as well as other state regulatory authorities, may conduct similar investigations in the future in connection with new equity and debt holders. We cannot predict the outcome of these investigations or their potential impact on our businesses.

Additionally, certain manufacturers, distributors and suppliers of gaming devices, junkets, goods or services to our gaming facilities, may be required to obtain a license, permit or registration or undergo a suitability investigation by the gaming authorities. We cannot assure that such licenses, permits or registrations will be obtained by such vendors. The failure of any such vendors to obtain any required licenses, permits or registrations on a timely basis could materially adversely affect our business, financial condition and results of operations.

Our operations are subject to numerous laws and regulations resulting from our presence in several states and diverse operating activities.

In addition to gaming regulations, we are also subject to various federal, state and local laws and regulations affecting businesses in general. We operate hotels, restaurants, entertainment facilities, parking garages, swimming pools, riverboats and other facilities connected with our core gaming business. Many of these activities are subject to federal, state and local laws and regulations. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted. For example, in July 2006, New Jersey gaming properties, including Tropicana AC, were required to temporarily close their casinos for three days, resulting in a loss of revenues, as a result of a New Jersey statewide government shutdown that affected certain New Jersey state employees required to be at casinos when they are open for business. Any cessation of operations as a result of a government shutdown or similar events resulting from laws and regulations affecting businesses could materially adversely affect our business, financial condition and results of operations.

Potential changes in legislation and regulation could negatively impact our gaming operations.

From time to time, legislators and special interest groups propose legislation that would expand, restrict, or prevent gaming operations in the jurisdictions in which we operate and in neighboring jurisdictions. Further, from time to time, individual jurisdictions have considered or enacted legislation and referenda, such as bans on smoking in casinos and other entertainment and dining facilities, which could adversely affect our operations going forward. Any restriction on or prohibition relating to our future gaming operations, or enactment of other adverse legislation or regulatory changes, could materially adversely affect our business, financial condition and results of operations.

We may be subject to increases in taxation and fees resulting from our gaming operations.

The casino gaming industry represents a significant source of tax revenues to the various jurisdictions in which casinos operate. Gaming companies are currently subject to significant federal, state and local taxes and fees in addition to the federal and state income taxes that typically apply to corporations, and such taxes and fees could increase at any time. From time to time, various state and federal legislators and officials have proposed changes in tax laws or in the administration of such laws, including increases in tax rates, which would affect the gaming industry. Economic conditions could intensify the efforts of

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federal, state and local governments to raise revenues through increases in gaming taxes and fees. In addition, growing federal, state or local budget shortfalls resulting from the recent recession could prompt tax or fee increases. Any material increase in assessed taxes, or the adoption of additional taxes or fees in any of our markets could materially adversely affect our business, financial condition and results of operations.

The risks associated with international operations could affect our ability to pursue expansion opportunities.

We currently operate a small temporary casino at our property on the Caribbean island of Aruba and are considering plans to develop a permanent casino. Our plan to develop a permanent casino resort in Aruba has not been finalized and we may decide not to proceed. In addition, international operations are subject to inherent risks including variation in local economies, currency fluctuation, greater difficulty in accounts receivable collection, trade barriers, burden of complying with a variety of international laws, and political and economic instability. Each of these risks could impair our ability to execute our business strategy and adversely affect our business.

Any violation of the Foreign Corrupt Practices Act or applicable Anti-Money Laundering laws or regulations such as the Bank Secrecy Act could have a negative impact on us.

We are subject to risks associated with doing business outside of the United States, which exposes us to complex foreign and U.S. regulations inherent in doing business cross-border and in each of the countries in which we transacts business. We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws that generally prohibit U.S. companies and their intermediaries from offering, promising, authorizing or making improper payments to foreign government officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions as well as other penalties and the SEC and U.S. Department of Justice have increased their enforcement activities with respect to the FCPA. Internal control policies and procedures and employee training and compliance programs that we have implemented to deter prohibited practices may not be effective in prohibiting our directors, employees, contractors or agents from violating or circumventing our policies and the law. If our directors, employees or agents fail to comply with applicable laws or Company policies governing our international operations, the Company may face investigations, prosecutions and other legal proceedings and actions which could result in civil penalties, administrative remedies and criminal sanctions. Any determination that we have violated the FCPA could have a material adverse effect on our financial condition. Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations such as the Bank Secrecy Act (the “BSA”). The Internal Revenue Service and Financial Crimes Enforcement Network monitor casino compliance with casino filing of Currency Transaction Reports (“CTR”) and Suspicious Activity Report (“SAR”) and anti-money laundering (“AML”) programs and have recently stepped-up enforcement activities involving non-compliant casinos. Internal control policies and procedures and employee training, AML compliance programs and internal audits involving CTR and SAR filings have been implemented to enhance compliance and detect problems. Any violation of anti-money laundering laws or regulations by any of our resorts could have a negative effect on our results of operations.

We could encounter problems during development, construction, renovation and refurbishment of our properties that could increase the construction costs or delay their completion. In addition, we may not be able to complete projects if we do not obtain all necessary permits, licenses, grants and approvals.

Construction projects like the development, construction, renovation and refurbishment of Tropicana AC, MontBleu and Tropicana Aruba are subject to significant development and construction risks, any of which could cause unanticipated cost increases and delays. These include, among others, the following:


•	adverse weather conditions that damage the project or cause delays;


•	changes to the plans or specifications;


•	shortages and increased costs of energy, materials and skilled labor;


•	engineering problems;


•	labor disputes and work stoppages;


•	environmental issues;


•	fire, flooding and other natural disasters; and


•	geological, construction, excavation, regulatory and equipment problems.

In addition, certain permits, licenses, grants and approvals necessary for development, construction and operation may not be obtained. The scope of the approvals required for projects vary. Unexpected changes or concessions required by regulatory

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authorities could involve significant additional costs and result in delay in the scheduled. We may not receive the necessary licenses, grants and approvals or obtain them within our anticipated time frame. For example, our current Tropicana AC capital renovation project that was commenced in 2014 required grant and other financing approvals from various state agencies as well as approval of our plans by various federal, state and local regulatory agencies in order for us to proceed with construction. In addition, even if we complete any development, construction, renovation and refurbishment projects, we cannot assure you that we will achieve all of, or any of, the anticipated benefits of such projects.

Our business, financial condition and results of operations could be materially adversely affected by the occurrence of accidents, natural disasters, such as hurricanes, or other catastrophic events, including war and terrorism.

Natural disasters, such as hurricanes, floods, fires and earthquakes could adversely affect our businesses and operating results. Hurricanes are common to the areas in which our Louisiana and Mississippi properties are located and the severity of such natural disasters is unpredictable. In October 2012 Superstorm Sandy resulted in the mandatory closure of our Tropicana Atlantic City property for approximately five days. Although the property did not incur any significant property damage, the severity of the property damage to a large portion of the Atlantic City feeder markets, including New Jersey, New York and Pennsylvania resulted in long term business interruption that continued into 2013 and materially affected operating results. Likewise, in August 2011 Hurricane Irene and mandatory governmental evacuation orders for Atlantic City caused an approximately three-day closure of our Tropicana AC property, adversely affecting our operating results. In May 2011 both of our properties in Greenville, Mississippi - Lighthouse Point and Jubilee - were closed for approximately 29 days as a result of Mississippi River flooding that caused substantial damage at our Lighthouse Point property and adversely affected our operating results at our Greenville facilities. Likewise, in August 2012 our property in Louisiana was forced to temporarily close for approximately 2 days as a result of Hurricane Isaac. We cannot predict the impact that any future natural disasters will have on our ability to maintain our customer base or to sustain our business activities.

Moreover, our riverboats face additional risks from the movement of vessels on waterways, such as collisions with other vessels or damage from debris in the water. Reduced patronage and the loss of a dockside or riverboat casino from service for any period of time could materially adversely affect our business, financial condition and results of operations.

Catastrophic events such as terrorist and war activities in the United States and elsewhere have had a negative effect on travel and leisure expenditures, including lodging, gaming (in some jurisdictions), and tourism. In addition, any man-made or natural disasters in or around our properties could have a materially adverse effect on our businesses, financial condition and results of operations. We cannot predict the extent to which such events may affect us, directly or indirectly, in the future. We also cannot ensure that we will be able to obtain any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts.

In the future, the prolonged disruption at any of our properties due to natural disasters, terrorist attacks, or other catastrophic events could materially adversely affect our business, financial condition and results of operations.

Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks or acts of war or hostility. These events can create economic and political uncertainties that could adversely impact our business levels. Furthermore, although we may have some insurance coverage for certain types of terrorist acts, insurance coverage against loss or business interruption resulting from war and some forms of terrorism may be unavailable.

Our properties, including our riverboats and dockside facilities, are subject to risks relating to mechanical failure, weather and regulatory compliance.

All of our facilities are subject to the risk that operations could be halted for a temporary or extended period of time, as result of casualty, forces of nature, mechanical failure, or extended or extraordinary maintenance, among other causes. In addition, our gaming operations, particularly those conducted on riverboats or at dockside facilities, could be damaged or halted due to extreme weather conditions. In October 2012 Superstorm Sandy resulted in the mandatory closure of our Tropicana Atlantic City property for approximately five days. Although the property did not incur any significant property damage, the severity of the property damage to a large portion of the Atlantic City feeder markets including New Jersey, New York and Pennsylvania has resulted in long term business interruption that continued into 2013 and materially affected operating results. Likewise, in August 2011 Hurricane Irene and mandatory governmental evacuation orders for Atlantic City caused an approximately three-day closure of our Tropicana AC property, adversely affecting our operating results. In May 2011 both of our properties in Greenville, Mississippi - Lighthouse Point and Jubilee - were closed for approximately 29 days as a result of Mississippi River flooding that caused substantial damage at our Lighthouse Point property and adversely affected our operating results at our Greenville facilities. Likewise, in August 2012 our property in Louisiana was forced to temporarily close for approximately 2 days as a result of Hurricane Isaac. Each of our riverboats must comply with U.S. Coast Guard

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requirements as to boat design, on-board facilities, equipment, personnel and safety. Each riverboat must hold a Certificate of Inspection for stabilization and flotation, and may also be subject to local zoning codes. The U.S. Coast Guard requirements establish standards, set limits on the operation of the vessels and require individual licensing of all personnel involved with the operation of the vessels. Loss of a vessel's Certificate of Inspection or American Bureau of Shipping approval would preclude its use as a casino.

Except for our riverboats that have opted for alternate inspection by the American Bureau of Shipping allowed in those gaming jurisdictions where we operate that provide for such alternative inspections, U.S. Coast Guard regulations require a hull inspection for all riverboats at five-year intervals. Under certain circumstances, alternative hull inspections may be approved. The U.S. Coast Guard may require that such hull inspections be conducted at a dry-docking facility, and if so required, the cost of travel to and from such docking facility, as well as the time required for inspections of the affected riverboats, could be significant. To date, the U.S. Coast Guard has allowed in-place inspections of our riverboats. The U.S. Coast Guard may not allow these types of inspections in the future. The loss of a riverboat casino from service for any period of time could materially adversely affect our business, financial condition and results of operations.

U.S. Coast Guard regulations also require certain of our properties to prepare and follow certain security programs. In the first quarter of 2003, Tropicana Evansville implemented the American Gaming Association's Alternative Security Program at its riverboat casino. In November 2012, the Indiana Gaming Commission approved Tropicana Evansville to convert from a self-propelled riverboat to a permanently moored craft designation, contingent on successful completion of an emergency drill package to be approved by American Bureau of Shipping (ABS) and the addition of an additional passenger egress before the next annual inspection of the vessel (October 2013). In December 2012, the United States Coast Guard relinquished regulatory oversight of the Tropicana Evansville vessel after successful completion of the ABS drills, negating the requirement for the Alternative Security Program. Belle of Baton Rouge applies a customized alternative security program. The American Gaming Association's Alternative Security Program is specifically designed to address maritime security requirements at riverboat casinos and their respective dockside facilities. Changes to these regulations could adversely affect our business, financial condition and results of operations.

Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.

In the ordinary course of our business we collect and store sensitive data, including our intellectual property, personal information, our proprietary business information and that of our customers, suppliers and business partners. We rely on information technology and other systems to maintain and transmit customer financial information, credit card settlements, credit card funds transmissions, mailing lists and reservations information.

Our information and processes are exposed to the ever-changing threat of compromised security, in the form of a risk of potential breach, system failure, computer virus, or unauthorized or fraudulent use by customers, company employees, or employees of third party vendors. Our participation in online gaming exacerbates these risks. These cyber or other security risks could result in business interruptions or delays or the loss of existing or potential customers, which may adversely impact our gaming and other revenues. The costs to us to eliminate or alleviate such cyber or other security risks could be significant, and our efforts to address these problems may not be successful.

Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our customers. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data, including due to cyber-attack, system failure, computer virus or unauthorized or fraudulent use by customers, employees or employees of third party vendors, may result in damage of reputation and/or subject us to fines, payment of damages, cyber forensic costs, lawsuits or restrictions on our use or transfer of data.

Any compromise of our data security could disrupt our operations, damage our reputation and customers’ willingness to transact business with us, and subject us to additional costs and liabilities that could adversely affect our business.

Noncompliance with environmental, health and safety regulations applicable to our hotels and casinos could adversely affect our results of operations.

As the owner, operator, and developer of real property, we must address, and may be liable for, hazardous materials or contamination of these sites and any other off-site locations at which any hazardous materials that our activities generate are disposed. Our ongoing operations are subject to stringent regulations relating to the protection of the environment and handling of waste, particularly with respect to the management of wastewater from our facilities. Any failure to comply with existing laws or regulations, the adoption of new laws or regulations with additional or more rigorous compliance standards, or the more

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vigorous enforcement of environmental laws or regulations could limit our future opportunities and, accordingly, could materially adversely affect our business, financial condition and results of operations by increasing our expenses and limiting our future opportunities.

The concentration and evolution of the slot machine manufacturing industry could impose additional costs on our operations.

A majority of our gaming revenue is attributable to slot machines operated at our gaming facilities. It is important, for competitive reasons, that we offer popular and technologically advanced slot machine games to our customers. A substantial majority of the slot machines sold in the United States in recent years were manufactured by a limited number of companies. A deterioration in the commercial arrangements with any of these slot machine manufacturers or significant industry demand, could result in our being unable to acquire the slot machines desired by our customers or could result in manufacturers significantly increasing the cost of these machines. Going forward, the inability to obtain new and up to date slot machine games could impair our competitive position and result in decreased gaming revenues at our casinos. In addition, increases in the costs associated with acquiring slot machine games could adversely affect our profitability and, accordingly, have a material adverse effect on our business, financial condition and results of operations.

In recent years, the prices of new slot machines have dramatically increased. Furthermore, in recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring gaming operators to execute participation lease arrangements for them to be able to offer such machines to patrons. Participation slot machine leasing arrangements typically require the payment of a fixed daily rental fee. Such agreements may (depending on regulatory restrictions in the applicable jurisdiction) also include a percentage payment to the manufacturer based on the usage of the machine or the gaming company's receipts from the machine, sometimes referred to as "coin-in" or "net win" percentage payments. Generally, a slot machine participation lease is more expensive over the long term than the cost of purchasing a new slot machine. We have slot machine participation leases at most of our properties

For competitive reasons, we may be forced to purchase new, more contemporary slot machines, or enter into participation lease arrangements that are more expensive than the costs currently associated with the continued operation of existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participation lease costs, it could materially adversely affect our business, financial condition and results of operations.

We may not have or be able to obtain sufficient insurance coverage to replace or cover the full value of losses we may suffer.

Our casino properties may be subject to extreme weather conditions, including, but not limited to, hurricanes and floods. In the future, such extreme weather conditions may interrupt our operations, damage our properties, and reduce the number of customers who visit our facilities. Although we maintain both property and business interruption insurance coverage for certain extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption. We cannot assure you that we will be able to fully insure such losses or fully collect, if at all, on claims resulting from such extreme weather conditions. In addition, extreme weather events such as hurricanes and floods have resulted in increases in insurance premiums, increased deductibles and less favorable coverage terms. Furthermore, such extreme weather conditions may interrupt or impede access to our affected properties and may cause visits to our affected properties to decrease for an indefinite period.

While we maintain insurance against many risks to the extent and in amounts that we believe are reasonable, these policies will not cover all risks. Furthermore, portions of our businesses are difficult or impracticable to insure. Therefore, after carefully weighing the costs, risks, and benefits of retaining versus insuring various risks, as well as the availability of certain types of insurance coverage, we occasionally may opt to retain certain risks not covered by our insurance policies. Retained risks are associated with deductible limits or self-insured retentions, partial self-insurance programs and insurance policy coverage ceilings.

We carry certain insurance policies that, in the event of certain substantial losses, may not be sufficient to pay the full current market value or current replacement cost of damaged property. As a result, if a significant event were to occur that is not fully covered by our insurance policies, we may lose all, or a portion of, the capital we have invested in a property, as well as the anticipated future revenue from such property. We cannot assure that we will not face uninsured losses pertaining to the risks we have retained. Consequently, uninsured losses may negatively affect our financial condition, liquidity and results of operations.

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We may not be able to obtain sufficient insurance coverage and cannot predict whether we may encounter difficulty in collecting on any insurance claims we may submit, including claims for business interruption.

Energy price increases may adversely affect our business, financial condition and results of operations due to the significant amounts of energy used in our operations.

Our casino properties use significant amounts of electricity, oil, natural gas and other forms of energy. Substantial increases in energy and fuel prices may negatively affect our businesses, financial condition and results of operations in the future. The extent of the impact is subject to the magnitude and duration of the energy and fuel price increases, but the impact could be material. In addition, energy and gasoline price increases in cities that constitute a significant source of customers for our properties could result in a decline in disposable income of potential customers and a corresponding decrease in visitation and spending at our properties, which would negatively impact our revenues. Further, increases in fuel prices, and resulting increases in transportation costs, could materially adversely affect our business, financial condition and results of operations.

Our investment activities are subject to risks that may adversely affect our results of operations, liquidity and financial condition.

From time to time we may invest in marketable securities, or derivatives thereof, including higher risk equity securities and high yield debt instruments. These securities are subject to general credit, liquidity, market risks and interest rate fluctuations that can affect various sectors of the financial markets, including the credit and stock markets. The market risks associated with any investments we may make may have a material adverse effect on our results of operations, liquidity and financial condition.

Our investments at any given time also may become highly concentrated within a particular company, industry, asset category, trading style or financial or economic market. In that event, our investment portfolio will be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of that particular company, industry, asset category, trading style or economic market than a less concentrated portfolio would be. As a result, our investment portfolio could become concentrated and its aggregate return may be volatile and may be affected substantially by the performance of only one or a few holdings.

For reasons not necessarily attributable to any of the risks set forth in this Form 10-K (for example, supply/demand imbalances or other market forces), the prices of the securities in which we invest may decline substantially.

We may face potential successor liability for liabilities of the Predecessors not provided for in the Plan.

As the successor to the Predecessors, we may be subject to certain liabilities of the Predecessors not provided for in the Plan. Such liabilities may arise in a number of circumstances, including, but not limited to, those where:


•	a creditor of the Predecessors did not receive proper notice of the pendency of the bankruptcy case relating to the Plan or the deadline for filing claims therein;


•	the injury giving rise to, or the source of, a creditor's claim did not manifest itself in time for the creditor to file the creditor's claim;


•	a creditor did not timely file the creditor's claim in such bankruptcy case due to excusable neglect;


•	we are liable for the Predecessors' federal and/or state tax liabilities under a theory of successor liability; or


•	the order of confirmation for the Plan was procured by fraud.

Although we have no reason to believe that we will become subject to liabilities of the Predecessors that are not provided for in the Plan, should we become subject to such liabilities, they could materially adversely affect our business, financial condition and results of operations.

Atlantic City property tax valuations and market declines have created stress on the City of Atlantic City’s ability to manage its finances and have recently resulted in significant real estate tax increases and uncertainty about Atlantic City’s fiscal solvency.

In 2013 and 2014 real property tax assessments of Atlantic City casinos were significantly reduced as a result of various N.J. Tax Court proceedings involving casino properties. As a result, the City of Atlantic City was required to significantly increase its tax rate in order to meet its municipal budget requirements. Atlantic City casino property tax assessments will continue to decline in 2015 and future years as casinos continue to appeal excessive property valuations. In addition, in 2014 four Atlantic City casinos closed further eroding the municipal tax base. As a result, in late 2014 Atlantic City and the State of New Jersey have begun to explore various initiatives designed to stabilize casino tax payments and reduce the municipal budget

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in future years. In late 2014 State legislators proposed legislation that would create a payment in lieu of taxes (“PILOT”) for Atlantic City casinos and a series of other bills that would divert funds from other state programs to assist Atlantic City with its municipal budget in coming years. It remains to be seen whether this legislation will be approved, or whether Atlantic City will be able to stabilize its budget and finances. In addition, in January 2015, The State of New Jersey appointed an emergency manager to oversee Atlantic City's government and address its financial problems and Atlantic City's credit rating has been downgraded. If Atlantic City is unable to maintain fiscal stability it could have an adverse impact on the Atlantic City casino industry including our Tropicana AC property.

Risks Related to Our Indebtedness

Circumstances may arise whereby the Company may become overleveraged, which could have significant negative consequences.

As of December 31, 2014, we had total indebtedness of approximately $296.3 million, which represents the outstanding balance under our New Term Loan Facility. Circumstances may arise that could cause us to become overleveraged, which could have significant negative consequences, including:


•	we may be vulnerable to a downturn in the markets in which we operate or a downturn in the economy in general;


•	we may be required to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would limit our ability to use cash flows to fund working capital, capital expenditures, and other general corporate requirements;


•	we may be limited in our flexibility to plan for, or react to, changes in our businesses and the industry in which we operate or entry of new competitors into our markets;


•	we may be placed at a competitive disadvantage compared to our competitors that have less debt;


•	we may be limited in borrowing additional funds; and


•	we may have difficulties in satisfying our obligations under our current indebtedness, including the New Term Loan Facility.

Our indebtedness is subject to floating interest rates, which may expose us to higher interest payments.

Our indebtedness is subject to floating interest rates, which makes us more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates, or a downturn in our business. As of December 31, 2014, approximately $296.3 million of our indebtedness, which represents the outstanding balance under our New Term Loan Facility, was subject to floating interest rates. We currently have no hedging arrangements in place to mitigate the impact of higher interest rates.

Our indebtedness could adversely affect our business, financial condition and results of operations and prevent us from fulfilling our obligations under the terms of our indebtedness.

Our indebtedness could adversely affect our business, financial condition and results of operations and prevent us from fulfilling our obligations under the terms of our indebtedness. The terms of the New Term Loan Facility require us to comply with a senior secured net leverage ratio. The New Term Loan Facility contains mandatory prepayment provisions from proceeds received by us and our subsidiaries as a result of asset sales, the incurrence of indebtedness and issuance of equity, casualty events and excess cash flow (subject in each case to certain exceptions). In addition, other covenants in the New Term Loan Facility may restrict our flexibility. Such covenants include limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments, and affiliate and extraordinary transactions. Failure to comply with these covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on our business, results of operations and financial conditions. Additionally, there may be factors beyond our control that could affect our ability to meet debt service requirements. Our ability to meet debt service requirements will depend on our future performance and our ability to sustain sales conditions in the markets in which we operate, the economy generally, and other factors that are beyond our control. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure that our businesses will generate sufficient cash flow from operations or that future borrowings will be available in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We cannot assure that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we are unable to make scheduled debt payments or comply with the other provisions of our debt instruments, our lenders will be permitted under certain circumstances to accelerate the maturity of the indebtedness owing to them and exercise other remedies provided for in those instruments and under applicable law.

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Risks Related to Our Common Stock

Mr. Carl C. Icahn exerts significant influence over us and his interests may conflict with the interest of our other stockholders.

Mr. Carl C. Icahn, the chairman of our board of directors, controlled approximately 67.9% of the outstanding shares of our common stock as of December 31, 2014. Mr. Icahn is able to control or exert substantial influence over us, including the election of our directors and controlling most matters requiring board and stockholder approval, including business strategies, mergers, business combinations, acquisitions or dispositions of significant assets, issuances of common stock, incurrence of debt or other financings. The existence of a controlling stockholder may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire, a majority of our outstanding common stock, which may decrease the value of shares held by other stockholders. Entities affiliated with Mr. Icahn hold financial interests that may be competitive to us. For example, entities affiliated with Mr. Icahn are lenders to Trump Entertainment Resorts, Inc.

As a public company, we may have reduced access to resources of, and benefits provided by, entities affiliated with Mr. Carl Icahn.

We believe that our relationship with entities affiliated with Mr. Icahn has, in many cases, provided us with a competitive advantage in identifying and attracting partners for critical supply and buying arrangements. In January 2013 we acquired an equity interest in Insight Portfolio Group, LLC, (“Insight Portfolio”) a company that provides consulting services and expertise in sourcing goods and services and insurance products to its members who consist of Icahn portfolio companies. As a member of Insight Portfolio we are afforded the opportunity to purchase goods, services and property from vendors with whom Insight Portfolio has negotiated rates and terms. Insight Portfolio does not guarantee that we will purchase any goods, services or property from any such vendors, and we are under no obligation to do so. We have purchased a variety of goods and services as members of the buying group at prices and on terms that we believe are more favorable than those that would be achieved on a stand-alone basis.

If we were unable to participate in these supply and buying group arrangements, our costs could increase, which could materially adversely affect our business, financial condition and results of operations.

Our common stock is traded on the OTCQB Market, is illiquid and subject to price volatility unrelated to our operations.

Our shares of common stock are currently traded on the OTCQB Market. Many institutional investors have investment policies which prohibit them from trading in stocks on the OTCQB Market. As a result, stocks traded on the OTCQB Market generally have a more limited trading volume and exhibit a wide spread between the bid/ask quotations than stock traded on national exchanges.

In addition, the stock market is subject to extreme price and volume fluctuations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, our quarterly operating results, operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. Certain of these factors can have a significant effect on the market price for our stock for reasons that are unrelated to our operating performance.

Issuance of common stock to our management and directors will dilute our stockholders.

On the Effective Date, 7% of our common stock, on a fully diluted basis, was reserved for issuance as grants of stock, restricted stock, options, or similar equity awards in connection with a management and director equity incentive program, which has not yet been adopted. Any future issuance of common stock will dilute the percentage ownership of existing holders of our common stock. For example, the issuance of the full 7%, or 1,881,720 shares of common stock, would dilute a stockholder with 1% of the pre-issuance outstanding shares by 0.07%, resulting in a post-issuance ownership of 0.93% by that stockholder.

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We have not paid dividends in the past, and do not plan to pay dividends in the future.

We do not plan to pay any dividends or make any distributions on our common stock in the foreseeable future. We also have certain restrictions under the New Term Loan Facility from paying dividends in the future. Therefore you should not expect to receive any dividend income from our shares of common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

See "Item 1.—Business—Properties and Segments" for a brief description of the location and general character of each of our properties.

East

Tropicana AC is situated along the Boardwalk in Atlantic City, New Jersey, on approximately 14 acres, which we own.

Central

Tropicana Evansville is a riverboat casino, hotel and entertainment complex situated on approximately 20 acres along the Ohio River in Evansville, Indiana. We own the riverboat along with 10 acres and the remaining 10 acres are leased from the City of Evansville. Under the terms of the lease, we may extend the lease term through November 30, 2040 by exercising up to seven five-year renewal options. In March 2010, we amended the Tropicana Evansville land lease and exercised its second of seven renewal options which extends the lease term through November 2015. Under the terms of the lease renewal, effective December 1, 2010, we are required to pay a percentage of the adjusted gross receipts ("AGR") for the year in rent with a minimum annual rent of no less than $2 million. The percentage rent is equal to 2% of the AGR up to $25 million, plus 4% of the AGR in excess of $25 million up to $50 million, plus 6% of the AGR in excess of $50 million up to $75 million, plus 8% of the AGR in excess of $75 million up to $100 million, plus 12% of the AGR in excess of $100 million. In accordance with the lease renewal we paid a total of $13.5 million for the prepayment of rent to the City of Evansville for the period between January 2011 and December 2015. In addition, per the terms of the lease, the Company constructed a pedestrian bridge to Tropicana Evansville as a leasehold improvement.

Lumière Place is located on approximately 20 acres, which we own, located in historic downtown St. Louis, Missouri.

West

Tropicana Laughlin is located in Laughlin, Nevada. Tropicana Laughlin is situated on approximately 31 acres, which we own. In addition, in 2014 we acquired approximately 57 acres of land immediately surrounding Tropicana Laughlin.

MontBleu is situated on approximately 21 acres in South Lake Tahoe, Nevada. We have a lease agreement with respect to the land and building which MontBleu operates through December 31, 2028. Under the terms of the lease, rent is $333,333 per month, plus 10% of gross revenues in excess of $50 million through December 31, 2011. Beginning in 2012, rent is calculated as the greater of (i) $333,333 per month as increased by the same percentage that the Consumer Price Index has increased from 2009 thereafter, or (ii) 10% of gross revenues.

South and other

Tropicana Greenville is situated on approximately six acres of property along the Mississippi River levee in Greenville, Mississippi. In 2014, we expanded the gaming space and added a new restaurant and parking spaces at Tropicana Greenville and discontinued the dockside riverboat operation at that property. Tropicana Greenville owns the facility in which it conducts its operations and leases the land on which the casino and parking facilities are situated. We are required to pay an amount equal to 2% of Tropicana Greenville's monthly gross gaming revenues in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which Tropicana Greenville's annual gross gaming revenues exceed $36.6 million, we are required to pay 8% of the excess amount as rent pursuant to the terms of the lease. The current lease has been extended through June 2019 with options to extend its term through 2044.

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conjunction with its expansion of the Tropicana Greenville casino. The initial term of the lease expires in August 2020, and the Company has several options to extend the lease for a total term of up to twenty-five years. Initial annual rent is $0.4 million with rent adjustments in option periods based upon the Consumer Price Index.

Belle of Baton Rouge is a dockside riverboat situated on approximately 23 acres on the Mississippi River in Baton Rouge, Louisiana. We lease certain land and buildings under separate leases, with annual payments of $0.2 million. In addition, we lease a parking lot with annual base rent of $0.4 million, plus 0.94% of annual Adjusted Gross Revenue in excess of $45.0 million but not to exceed $80.0 million through August 2015.

Tropicana Aruba, a casino resort located in Noord, Aruba on approximately 14 acres of land which are leased through July 30, 2051. Under the terms of the land lease, the required annual payments are approximately $93,000.

Corporate

We also lease office space for our corporate headquarters in Las Vegas, Nevada. In addition to the property described above, we own or lease certain facilities that are not material to our operations.

ITEM 3. LEGAL PROCEEDINGS.

Wimar and CSC Administrative Expense Claims

On March 31, 2009, Wimar Tahoe Corporation ("Wimar") and Columbia Sussex Corporation ("CSC") filed separate proceedings with the Bankruptcy Court related to administrative expense claims against the Predecessors. On August 4, 2010, Wimar and CSC separately filed motions for summary judgment seeking payment on account of these claims from the Company totaling approximately $5.4 million, which was recorded as a liability upon emergence from bankruptcy and is included in accounts payable in our accompanying consolidated balance sheets as of December 31, 2014 and December 31, 2013. In its objection to Wimar and CSC's motions for summary judgment, the Company disputes the administrative expense and/or priority status of certain amounts claimed and also contends that any payment to CSC or Wimar should await the resolution of the adversary proceeding instituted by Lightsway Litigation Services, LLC, as Trustee of the Tropicana Litigation Trust established in the Chapter 11 Cases, against CSC and Wimar. On June 24, 2011, the Company, CSC, and Wimar, along with certain other parties, participated in mediation concerning Wimar and CSC's claims, but the mediation terminated without resolution of the claims. Oral argument on the summary judgment motions were conducted on September 27, 2011 and November 22, 2011 and the parties are awaiting the Court's decision regarding these motions.

In addition, we are party to certain lawsuits in the normal course of business. While the outcome of any such open legal proceedings cannot at this time be predicted with certainty, we do not expect these matters will materially affect our financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Effective November 15, 2010, our common stock was quoted on the OTCQB Market under the symbol "TPCA".

The following table sets forth the high and low sales prices per share of our common stock on the OTCQB Market for the period indicated. The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily reflect actual transactions.



	High		Low
2014
First Quarter	$	18.70	$	17.45
Second Quarter	$	18.62	$	17.01
Third Quarter	$	19.00	$	16.60
Fourth Quarter	$	17.15	$	13.58
2013
First Quarter	$	16.00	$	13.40
Second Quarter	$	16.00	$	14.50
Third Quarter	$	15.87	$	14.15
Fourth Quarter	$	19.98	$	15.65

Holders

As of February 23, 2015, there were 26 holders of record of our common stock.

Dividends

We have not paid, and do not anticipate paying in the foreseeable future, any dividends or making any distributions on our common stock. We also have certain restrictions under the New Term Loan Facility from paying dividends in the future.

Recent Sales of Unregistered Securities

We did not sell any unregistered securities during the period covered in this report that were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the period covered by this annual report there were no open market purchases of our common stock by an “affiliated purchaser” as such term is defined in Rule 10b-18(b)(3) under the Exchange Act. We did not repurchase any shares of our common stock during the period covered by this annual report.

Securities Authorized for Issuance Under Equity Compensation Plans

While we currently do not have any equity compensation plans, in connection with the Restructuring Transactions and pursuant to the Plan, on the Effective Date, 7% of our common stock, on a fully diluted basis, was reserved for issuance as grants of stock, restricted stock, options, or stock appreciation rights or similar equity awards in connection with a compensation plan.

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Stock Performance Graph

The graph below compares the cumulative total return on our common stock to the cumulative total return of the Dow Jones US Casino Index and the Russell 2000 Index for the period from November 15, 2010, the date our common stock began trading on the OTCQB Market, through December 31, 2014. The performance graph assumes that $100 was invested on November 15, 2010 in each of the Company's common stock, the Dow Jones US Casino Index and the Russell 2000 Index, and that all dividends were reinvested. The stock price performance shown in this graph is neither necessarily indicative of, nor intended to suggest, future stock price performance.



	Cumulative Total Return
	11/15/2010		12/31/2010		12/31/2011		12/31/2012		12/31/2013		12/31/2014
Tropicana Entertainment Inc.	$	100.00	$	108.93	$	117.79	$	95.71	$	125.00	$	120.36
Dow Jones US Casino Index	$	100.00	$	100.59	$	93.11	$	101.40	$	171.02	$	135.44
Russell 2000 Index	$	100.00	$	108.85	$	102.91	$	117.98	$	161.63	$	167.33

The performance graph should not be deemed filed or incorporated by reference into any other of our filings under the Securities Act of 1933 or the Exchange Act of 1934, unless we specifically incorporate the performance graph by reference therein.

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ITEM 6. SELECTED FINANCIAL DATA

The selected financial data presented below has been derived from the data of the Company as of and for the years ended December 31, 2014, 2013, 2012 and 2011 and for the period from March 8, 2010 through December 31, 2010 (the "Successor Period") and the data of the Predecessors for the period from January 1, 2010 through March 7, 2010 (the "Predecessor Period"). The selected financial data of the Company presented below has been derived from the audited financial statements of the Company as of December 31, 2014, 2013 and 2012 included elsewhere in the Annual Report on Form 10-K. The selected financial data of the Successors for the year ended December 31, 2011 and the Successor Period has been derived from the audited financial statements of the Successors not included in this Annual Report on Form 10-K. The selected financial data of the Predecessors presented below for the Predecessor Period has been derived from the audited financial statements of the Predecessors not included in this Annual Report on Form 10-K. The selected financial data set forth below is qualified in its entirety by, and should be read in conjunction with, "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K. The historical results set forth below do not indicate results expected for any future periods. Our future results of operations will be subject to significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.

Selected Financial Data—Tropicana Entertainment Inc.



	Successor (a)											Predecessors
	Year ended December 31,								March 8, 2010 through December 31, 2010			January 1, 2010 through March 7, 2010
	2014		2013		2012		2011		March 8, 2010 through December 31, 2010			January 1, 2010 through March 7, 2010
														Discontinued Operations (b)
(in thousands, except per share data)	TEI		TEI		TEI		TEI (b)		TEI (b)			TEH (a)		CP Vicksburg			JMBS Casino
Income Statement Data:
Net revenues	$	746,661	$	557,667	$	593,358	$	600,034	$	517,316		$	58,721	$	1,271		$	3,552
Operating income (loss) ^(c)	71,123		42,763		53,005		39,447		7,924			4,288		(874		)	933
Income (loss) from continuing operations, including noncontrolling interest ^(d)	252,896		21,847		20,910		1,319		(15,213		)	2,110,298		2,287,351			2,267,643
Income (loss) from continuing operations, attributable to Tropicana Entertainment Inc.	252,896		21,847		20,910		1,319		(15,093		)
Basic and Diluted Earnings Per Share:
Income (loss) from continuing operations, attributable to Tropicana Entertainment Inc. per share	$	9.61	$	0.83	$	0.79	$	0.05	$	(0.57	)
Balance Sheet Data (as of period end) ^(e):
Total assets	$	1,289,690	$	1,043,621	$	900,900	$	821,554	$	848,892
Total debt	294,992		297,771		170,754		94,087		109,477
Total shareholders' equity	865,392		614,125		596,022		582,565		585,397

_______________________________________________________________________________


(a)	During 2014, the Company sold River Palms. Accordingly, the results of operations for River Palms are presented as discontinued operations for all periods presented. This reclassification had no impact on previously reported net income (loss).

(b)

During 2011, CP Vicksburg, a former wholly owned subsidiary of the Company, sold substantially all of the assets and certain liabilities associated with the operation of the Horizon Vicksburg. Accordingly, the results of operations for Horizon Vicksburg are presented as discontinued operations for the Successor Period. In addition, CP Vicksburg is one of our Predecessors. We are required to report the historical results of our Predecessors and accordingly have presented CP Vicksburg as discontinued operations in our selected financial data.

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(c)	During 2014, we acquired Lumière Place in April 2014, recognized a gain of $5.6 million related to insurance recoveries and a gain of $31.7 million related to a property tax settlement at Tropicana AC, partially offset by a goodwill impairment of $9.1 million.

During 2013, we recognized an impairment loss of $0.4 million related to damage to our Bayou Caddy's Jubilee Casino ("Jubilee") barge which we had closed in April 2012. During 2012, we recognized an impairment loss of $1.8 million related to our intangible assets and a gain of $4.3 million on insurance recoveries. During 2011, we recognized an impairment loss of $0.3 million related to our intangible assets. During the Successor Period, we recognized an impairment loss of $19.0 million related to our intangible assets and $1.7 million related to our goodwill.

(d)

During 2014, we recognized one-time gains of $52.7 million related to the settlement of certain predecessor related claims and reduced the valuation allowance related to the remaining net deferred tax assets by $188.2 million. The reduction reflects our expectation that it is more likely than not that we will generate future taxable income to utilize this amount of net deferred tax assets. The benefit from this reduction was recorded as a tax benefit for 2014.

During the years ended December 31, 2013, 2012 and 2011, we recognized $4.9 million, $12.8 million and $2.4 million, respectively in losses on debt retirement. During the Predecessor Period, reorganization items and fresh-start adjustments were a gain of $2.1 billion, $2.3 billion and $2.3 billion at TEH, CP Vicksburg and JMBS Casino, respectively. These amounts primarily represent non-cash charges related to the adoption of fresh-start reporting as of the Effective Date.


(e)	Upon the Effective Date and following the completion of the Restructuring Transactions, we adopted fresh-start reporting in accordance with accounting guidance on reorganizations. As a result, the value of the Predecessors' assets, including intangible assets, and liabilities has been adjusted to their fair values.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

We view each property as an operating segment which we aggregate by region in order to present our reportable segments: (i) East, (ii) Central, (iii) West and (iv) South and other. Our operations by region include the following:


•	East—Tropicana AC located in Atlantic City, New Jersey;


•	Central—Tropicana Evansville located in Evansville, Indiana; and Lumière Place located in St. Louis, Missouri;


•	West—Tropicana Laughlin located in Laughlin, Nevada; and MontBleu located in South Lake Tahoe, Nevada; and


•	South and other—Belle of Baton Rouge located in Baton Rouge, Louisiana; Tropicana Greenville located in Greenville, Mississippi; and Tropicana Aruba located in Noord, Aruba.

In addition, in July 2014 the Company sold and concurrently leased back River Palms located in Laughlin, Nevada and by September 2014 had terminated the lease and discontinued its operations at the property. River Palms is presented as discontinued operations in the accompanying financial statements for all periods presented and is not included in management's discussion and analysis of financial condition and results of operations.

Further, on April 1, 2014 we acquired Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis and related land parcels in St. Louis, Missouri (collectively, "Lumière Place").

We are a Delaware corporation formed on May 11, 2009 to acquire certain assets of TEH and certain of its subsidiaries pursuant to the Plan. We also acquired CP Vicksburg (which we sold in March 2011), JMBS Casino and CP Laughlin Realty, all of which were part of the Plan. In addition, we acquired certain assets of Adamar, an unconsolidated subsidiary of TEH, including Tropicana AC.

The Restructuring Transactions were consummated and became effective on the Effective Date, March 8, 2010, at which time we acquired Tropicana AC and several of the Predecessors' gaming properties and related assets. Prior to the Effective Date, we conducted no business, other than in connection with the reorganization of the Predecessors and the acquisition of Tropicana AC, and had no material assets or liabilities.

Presentation

References in this Annual Report on Form 10-K to "Successor" refer to the Company on or after March 8, 2010, after giving effect to (i) the issuance of 12,098,053 shares of common stock and Ordinary Warrants in accordance with the Plan, (ii) the entry into our Exit Facility in accordance with the Plan, which included the issuance of Penny Warrants, (iii) the application of fresh-start reporting and (iv) the issuance of 12,901,947 shares of our common stock related to the acquisition of Tropicana AC. References to "Predecessors" refer to the Predecessors prior to March 8, 2010.

Results of Operations

Our financial results are highly dependent upon the number of customers that we attract to our facilities and the amounts those customers spend per visit. Additionally, our operating results may be affected by, among other things, overall economic conditions affecting the discretionary spending of our customers, competitive factors, gaming tax increases and other regulatory changes, the opening or acquisition of new gaming operations, our ability to reinvest in our properties, potential future exposure for liabilities of the Predecessors that we assumed, our limited operating history, and general public sentiment regarding travel. We may experience significant fluctuations in our quarterly operating results due to seasonality and other factors. Historically, our operating results are the strongest in the third quarter and the weakest in the fourth quarter. In addition, weather and long-weekend holidays affect our operating results.

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Casino revenues are one of our main performance indicators and account for a significant portion of our net revenues. Casino revenues represent the difference between wins and losses from gaming activities such as slot machines and table games. Key volume indicators include table game volumes and slot volumes, which refer to amounts wagered by our customers. Win or hold percentage represents the percentage of the amounts wagered by the customer that is won by the casino, which is not fully controllable by us, and recorded as casino revenue. Most of our revenues are cash-based, through customers wagering with cash or chips or paying for non-gaming services with cash or credit cards, and therefore are not subject to any significant or complex estimation. As a result, fluctuations in net revenues have a direct impact on cash flows from operating activities. Other performance indicators include hotel occupancy, which is a volume indicator for hotels, and the average daily rate, which is a price indicator for the amount customers paid for hotel rooms.

The following significant factors and trends should be considered in analyzing our operating performance:

•

Lumiére Place. In April 2014, we purchased Lumiére Place Casino, HoteLumiére, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri (collectively, "Lumiére Place") for a cash purchase price of $261.3 million, which includes an adjustment for working capital as of the acquisition date. We continue to finalize the purchase price allocation in accordance with the purchase agreement.

•

Tropicana AC. In addition to its traditional guests, one of Tropicana AC's marketing strategies prior to 2014 was to target high end table game players to counter the increased competition from Pennsylvania and other surrounding markets. Casino revenues can vary because of table game hold percentage and differences in the odds for different table games. High end play may lead to greater fluctuations in our table game hold percentage and, as a result, we may experience greater revenue fluctuation between reporting periods due to this marketing strategy. For the year ended December 31, 2014, the table game hold increased 4.3 percentage points at Tropicana AC when compared to the same period in the prior year. For the year ended December 31, 2013, the table game hold decreased 0.5 percentage points at Tropicana AC when compared to the year ended December 31, 2012. This hold percentage is not necessarily indicative of results that can be expected for future periods.

•

Atlantic City Market. In October 2012, Superstorm Sandy forced a city-mandated closure of all casinos in Atlantic City for approximately five days. Although Tropicana AC did not incur any significant property damage, the severity of the property damage to a large portion of the Atlantic City feeder markets, including New Jersey, New York and Pennsylvania, resulted in long term business interruption that continued into 2013 and materially affected our operating results. In addition to Superstorm Sandy, competitive pressure in Atlantic City and the regional market continues to adversely affect Tropicana AC. Based on market data, the Atlantic City market experienced year over year declines in casino revenue of 8.5% and 6.2% for the years ended December 31, 2014 and 2013, respectively. In January 2014, the Atlantic Club Casino, one of our competitors, ceased operations and Tropicana AC purchased various gaming equipment and the casino's patron database for $9.1 million. Tropicana AC has experienced increased slot customer volumes during 2014 due, in part, to the closure of this competitor and the purchase of their patron database. In the third quarter of 2014, three additional competitors ceased operations in Atlantic City.

•

Debt and Interest Expense. In November 2013, we entered into the credit facilities (the "New Credit Facilities"), which consist of (i) a senior secured first lien term loan facility in an aggregate principal amount of $300 million issued at a discount of 0.5% (the "New Term Loan Facility") and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $15 million (the "Revolving Facility"). Commencing on December 31, 2013, the New Term Loan Facility requires quarterly principal payments of $750,000 through September 2020 with the remaining outstanding amounts due on November 27, 2020, the maturity date. The obligations under the New Term Loan Facility accrue interest at a floating rate which was 4.00% as of December 31, 2014. A portion of the net proceeds from the New Term Loan Facility was used to repay in full the amounts outstanding under the existing Term Loan Facility which totaled approximately $172.4 million in repaid principal, accrued and unpaid interest. We also recognized a $4.9 million loss on debt retirement which included the write-off of unamortized debt issuance costs and discounts during the year ended December 31, 2013.

In March 2012, we entered into the credit facilities (the "Credit Facilities"), which consisted of (i) a senior secured first lien term loan facility in an aggregate principal amount of $175 million issued at a discount of 2% (the "Term Loan Facility") and (ii) a cash collateralized letter of credit facility in a maximum aggregate amount of $15 million (the "Letter of Credit Facility"). Commencing on June 30, 2012, the Term Loan Facility required quarterly principal payments of $437,500 through December 2017 with the remaining outstanding amounts due on March 16, 2018, the maturity date. The obligations under the Term Loan Facility accrued interest at a floating rate which was no less than 7.50% as defined in the agreement. A portion of the net proceeds from the Term Loan Facility was used to repay in full

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the amounts outstanding under the previously outstanding credit facility (the "Exit Facility") which totaled approximately $107.7 million in repaid principal, accrued and unpaid interest and the applicable prepayment penalty. We recognized a $12.8 million loss on debt retirement which includes a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts during the year ended December 31, 2012. An entity affiliated with Carl C. Icahn, the chairman of our board of directors and, through Icahn Enterprises, our principal beneficial stockholder, was a lender under the Exit Facility and held more than 50% of the loans extended under the Exit Facility. In addition, another entity affiliated with Mr. Icahn was the administrative agent and collateral agent under the Exit Facility.

Our interest expense was $12.9 million, $14.3 million and $17.2 million for the years ended December 31, 2014, 2013 and 2012, respectively, which includes amortization of the related debt discount and debt issuance costs of $1.0 million, $1.3 million and $3.3 million for the years ended December 31, 2014, 2013 and 2012, respectively.

•

Insurance and other recoveries. We filed claims with our insurance carriers for our Mississippi properties under our property and business interruption policies in July 2011 related to flooding damage suffered at those properties. In 2012, the filed claims were substantially finalized resulting in a gain of $4.3 million, net of expenses and write-downs. In 2013, we filed claims with our insurance carriers related to damages sustained to the Jubilee barge from a high-wind storm, recognized a $0.4 million impairment charge and received $0.7 million in insurance proceeds. In 2014, we settled the filed claims related to the Jubilee barge for $5.9 million and received the remaining $5.2 million in proceeds related to this claim, resulting in a gain of $4.4 million.

Our 2013 results were adversely affected due to the business interruption encountered as a result of Superstorm Sandy. We filed a claim with our insurance carriers relating to business interruption as a result of Superstorm Sandy and received a cash settlement of $1.3 million during 2014.

•

Impairment Losses. In 2014, we determined there was an indication of impairment related to goodwill tested at the Tropicana AC reporting unit and recognized a $9.1 million goodwill impairment due to Tropicana AC's carrying value exceeding its fair value. In 2012, management reviewed the favorable lease intangible assets at Tropicana AC and recognized a $1.8 million impairment due to certain original tenant leases being terminated early.


•	Predecessor related gain settlements. In 2014, we recorded one-time gains totaling $52.7 million related to the settlement of certain claims related to the Predecessors in Other income during 2014. We also received a $31.7 million cash payment to satisfy a property tax settlement in Atlantic City, which is recorded as a gain in Property tax settlement during 2014.


•	Deferred taxes. In 2014, we reduced the valuation allowance related to the deferred tax assets by $188.2 million. The reduction reflects our expectation that it is more likely than not that we will generate future taxable income to utilize this amount of net deferred tax assets. The benefit from this reduction was recorded as a tax benefit for 2014.

•

General Economic Conditions. Current economic conditions continue to adversely impact us and the gaming industry as a whole. We believe our guests have reduced their discretionary spending as a result of uncertainty and instability relating to employment and the investment and housing markets. While general economic conditions have modestly improved, we cannot assure that they will continue to improve or will not worsen in the future.


•	Cost Efficiencies. As a result of economic conditions, we continue to focus on efficiency initiatives. These cost saving initiatives include decreased payroll and benefits expense related to our company-sponsored health insurance plans.

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Year ended December 31, 2014 compared to year ended December 31, 2013

The following table presents detail of our net revenues (in thousands):



	Year ended December 31,
	2014			2013
Revenues:
Casino	$	592,467		$	439,929
Room	113,890			88,277
Food and beverage	103,319			75,847
Other	26,594			22,058
Gross revenues	836,270			626,111
Less promotional allowances	(89,609		)	(68,444		)
Net revenues	$	746,661		$	557,667

The following table sets forth certain information concerning our results of operations (dollars in thousands):



	Year ended December 31,
	2014			2013
Net revenues:
East	$	303,079		$	244,471
Central	247,784			120,459
West	103,147			101,769
South and other	92,651			90,968
Corporate	—			—
Total net revenues	$	746,661		$	557,667
Operating income:
East	$	44,121		$	11,188
Central	30,119			27,977
West	13,564			11,467
South and other	10,337			4,748
Corporate	(27,018		)	(12,617		)
Total operating income	$	71,123		$	42,763
Operating income margin(a):
East	14.6		%	4.6		%
Central	12.2		%	23.2		%
West	13.2		%	11.3		%
South and other	11.2		%	5.2		%
Total operating income margin	9.5		%	7.7		%

_______________________________________________________________________________


(a)	Operating income margin is operating income as a percentage of net revenues.

Net Revenues

In the East region, net revenues were $303.1 million for the year ended December 31, 2014, an increase of $58.6 million, or 24.0%, compared to the year ended December 31, 2013. Net revenue increases for Tropicana AC are primarily due to a $55.2 million increase in casino revenues as a result of increased customer volumes due, in part, to the January 2014 closure of one of our competitors in Atlantic City. In the third quarter of 2014, three additional competitors ceased operations in Atlantic City. Based on market data, the Atlantic City market experienced year over year declines in casino revenue of 8.5% in the year ended December 31, 2014. In addition, Tropicana AC casino revenues increased due to $13.5 million in Internet gaming which commenced in November 2013, coupled with 17.9% higher slot volumes and 4.3 percentage point increase in the table hold percentage, partially offset by 16.0% lower table game volumes, including lower volumes of high-end play for the year ended December 31, 2014. Net revenues for our hotel also increased due to higher occupancy rates in the year ended December 31, 2014. The average daily room rate increased to $87 from $86 for the years ended December 31, 2014 and 2013, respectively. The occupancy rate for the year ended December 31, 2014 was 77%, up from 72% for the prior year period.

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In the Central region, net revenues were $247.8 million for the year ended December 31, 2014, an increase of $127.3 million, or 105.7%, compared to the year ended December 31, 2013. In April 2014, the Company completed its acquisition of Lumière Place which contributed $124.9 million in net revenues for the year ended December 31, 2014. Casino revenues at Tropicana Evansville increased $2.3 million compared to the prior year period primarily due to a 2.1% increase in slot volumes and a 7.5% increase in table games volumes, partially offset by increased promotional slot play and other incentives given to our customers which are recorded as a reduction in revenues. The occupancy rate for the year ended December 31, 2014 in the Central region was 77%, an increase from 69% in the year ended December 31, 2013. The increased occupancy rate reflects higher customer visitation due to more complimentary rooms being provided to our guests at Tropicana Evansville in the current period compared to the prior year period and the acquisition of Lumière Place. The average daily room rate in the Central region was $134 for the year ended December 31, 2014, compared to $93 for the year ended December 31, 2013. Room rates increased in the year ended December 31, 2014 due to the acquisition of Lumière Place.

In the West region, net revenues were $103.1 million for the year ended December 31, 2014, an increase of $1.4 million, or 1.4%, compared to the year ended December 31, 2013. The increase was primarily driven by increases in casino revenues, partially offset by increased promotional allowances. Casino revenues in the West region increased due to a 7.8% increase in slot volumes and a 0.7% increase in table games volumes partially offset by an increase in promotional slot play, which is recorded as a reduction in revenues. Net revenues at Tropicana Laughlin increased $2.9 million for the year ended December 31, 2014 compared to the prior year primarily due to increased slot volumes partially offset by marketing incentives given to our casino patrons which are recorded as a reduction in revenues. At MontBleu, net revenues decreased $1.5 million due to decreased customer visitation related to fewer entertainment offerings as well as increased promotional allowances for the year ended December 31, 2014 compared to the prior year period. The average daily room rate for the West region was $51 for the year ended December 31, 2014, compared to $50 for the year ended December 31, 2013. The occupancy rate for the years ended December 31, 2014 and 2013 at our properties in the West region was 56% and 53%, respectively.

In the South and other region, net revenues were $92.7 million for the year ended December 31, 2014, an increase of $1.7 million, or 1.9%, compared to the year ended December 31, 2013. Casino revenues for the South and other region decreased $1.8 million, offset by a $2.1 million decrease in promotional allowances for the year ended December 31, 2014 compared to the year ended December 31, 2013. Net revenues at the Belle of Baton Rouge increased $0.6 million for the year ended December 31, 2014, primarily due to decreased complimentary items provided to our guests, a 3.3% increase in slot volumes, and a 10.3% increase in table games volumes, partially offset by a 1.9 percentage point decline in the table game hold percentage. The increased gaming volumes at the Belle of Baton Rouge were offset by an increase in promotional slot play which is recorded as a reduction in revenues. Tropicana Greenville's net revenues increased $0.8 million due to 6.9% higher slot volumes offset by 18.9% lower table games volumes. Tropicana Greenville completed its land-side gaming expansion during the fourth quarter of 2014. Increased hotel rates at Tropicana Aruba contributed to an increase of $0.2 million in net revenues during the year ended December 31, 2014. The occupancy rate at our properties in the South and other region was 71% and 70% for the years ended December 31, 2014 and 2013, respectively. The average daily room rate for the South and other region was $80 and $72 for the years ended December 31, 2014 and 2013, respectively.

Operating Income

In the East region, the operating income for the year ended December 31, 2014 was $44.1 million, a $32.9 million increase compared to the year ended December 31, 2013. The operating income in the East region increased from the prior year primarily due to the increase in net revenues discussed above and a favorable real estate tax settlement which resulted in a $31.7 million one-time cash payment received at Tropicana AC during the year ended December 31, 2014. This refund was partially offset by an increase in real estate taxes assessed in the current period and the favorable effects in the prior period related to the original real estate tax settlement. Under the terms of the original settlement in January 2013, Tropicana AC applied $16.0 million of credits to the 2013 real estate tax bills during the year ended December 31, 2013 and expensed $4.1 million in professional fees related to this settlement in the year ended December 31, 2013. During the year ended December 31, 2014, Tropicana AC also recorded higher payroll and benefits expense as well as increased costs related to Internet gaming which commenced in November 2013. Additionally, Tropicana AC recorded a $1.9 million increase in depreciation and amortization expense related to new capital projects placed in service after the comparable period in the prior year.

In the Central region, the operating income for the year ended December 31, 2014 was $30.1 million, a $2.1 million increase compared to the year ended December 31, 2013. In April 2014, we completed the acquisition of Lumière Place which contributed $1.2 million in operating income for the year ended December 31, 2014. The additional increase in operating income is related to the increase in net revenues at Tropicana Evansville discussed above, partially offset by increased promotional costs during the year ended December 31, 2014.

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In the West region, the operating income for the year ended December 31, 2014 was $13.6 million, a $2.1 million increase compared to the year ended December 31, 2013. The increase is mainly attributable to the increased net revenues discussed above, as well as decreased payroll benefits costs and operating expenses consistent with our focus on cost-saving initiatives during the year ended December 31, 2014. Additionally, the West region properties recorded a $0.4 million increase in depreciation and amortization expense related to new capital projects placed in service after the comparable period in the prior year.

In the South and other region operating income for the year ended December 31, 2014 was $10.3 million, a $5.6 million increase compared to the year ended December 31, 2013. This increase is primarily due to a gain on insurance recoveries of $4.6 million, net of expenses and write-downs, in the year ended December 31, 2014. The increase from the prior year also relates to the net revenue increases discussed above, as well as decreased payroll costs and decreased operating expenses consistent with lower customer volumes at Tropicana Greenville and reduced advertising and promotional costs at Belle of Baton Rouge during the year ended December 31, 2014. Tropicana Greenville opened its new gaming operations expansion in October 2014, which includes new gaming options, a VIP Lounge, a casual dining restaurant, a live entertainment stage and covered casino parking

Corporate expenses were $27.0 million for the year ended December 31, 2014, a $14.4 million increase from the year ended December 31, 2013. The difference between years was driven primarily by a $9.1 million goodwill impairment recognized during the year ended December 31, 2014. The impairment related to Tropicana AC's carrying value exceeding its fair value. In addition, we recorded a $3.5 million increase in professional fees during the year ended December 31, 2014, including fees associated with our acquisition of Lumière Place which was announced in August 2013 and completed in April 2014.

Interest Expense

Interest expense for the years ended December 31, 2014 and 2013 was $12.9 million and $14.3 million, respectively. The interest expense for the year ended December 31, 2014 decreased compared to the year ended December 31, 2013 primarily due to our New Term Loan Facility which was funded in November 2013 and accrues interest at a floating rate, which was 4.0% per annum as of December 31, 2014. Under our Term Loan Facility, which was outstanding prior to November 2013, and which we repaid using a portion of the net proceeds of our New Term Loan Facility, interest accrued at 7.5% per annum. Cash paid for interest expense was $11.8 million and $11.9 million for the years ended December 31, 2014 and 2013, respectively. The decrease in cash paid for interest expense was primarily attributable to the lower interest rate under the New Term Loan Facility and the capitalization of interest in 2014. Interest expense also includes $1.0 million and $1.3 million of amortization of debt issuance costs and discounts for the year ended December 31, 2014 and 2013, respectively. Unamortized debt issuance costs and discounts related to the Term Loan Facility were written off in November 2013 in connection with the repayment of the Term Loan Facility.

Predecessor Claim Settlements

During 2014, we recognized one-time gains totaling $52.7 million related to the settlement of certain predecessor claims.

Loss on Debt Retirement

In November 2013, we entered into the New Term Loan Facility, and a portion of the net proceeds was used to repay in full the amounts outstanding under the Term Loan Facility. As a result of the repayment of the Term Loan Facility, we recognized a $4.9 million loss on debt retirement which includes the write-off of unamortized debt issuance costs and discounts.

Income Taxes

Income tax benefit was $140.0 million for the year ended December 31, 2014 and our effective income tax rate was a benefit of 124.0%. The difference between the federal statutory rate of 35% and the effective tax rate for the year ended December 31, 2014 was primarily due to the release of the valuation allowance related to our net deferred tax assets, utilization of the Company's deferred tax assets offset by disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. For the year ended December 31, 2013, the income tax expense was $2.5 million and our effective tax rate was 10.4%. The difference between the federal statutory rate of 35% and the effective tax rate for the year ended December 31, 2013 was primarily due to the utilization of the Company's deferred tax assets and employment credits offset by disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences.

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We recognized a deferred tax benefit in 2014, as compared to income tax expense in 2013 primarily due to the reversal of $188.2 million of the valuation allowance on deferred tax assets. The reduction in the valuation allowance is a result of analyzing all positive and negative evidence associated with our deferred tax assets, primarily as a result of the change in estimated future earnings, and concluding that it is more likely than not that we will generate future taxable income to utilize this portion of net deferred tax assets. The benefit from this reduction in the valuation allowance was recorded as an income tax benefit for 2014

In September 2013, the Treasury Department and the Internal Revenue Service released final regulations that provided guidance on the application of IRC Section 263(a) for amounts paid to acquire, produce, or improve tangible property, as well as the rules for materials and supplies and proposed regulations addressing dispositions and general asset accounts. The final regulations are generally effective for tax years beginning on or after January 1, 2014. We are currently evaluating the impact of these new regulations and do not expect them to have a material impact to our consolidated financial statements.

Discontinued Operations

On July 1, 2014, we entered into and closed an asset purchase agreement to sell substantially all of the assets associated with the operation of River Palms for $6.8 million in cash and the assumption of certain liabilities. Concurrently with the execution and closing of the asset purchase agreement, we leased back River Palms. We terminated the lease and discontinued operations at River Palms in September 2014. The sale resulted in a loss of $0.2 million which is included in the loss from discontinued operations for the year ended December 31, 2014. The results of operations of River Palms are presented as discontinued operations in the accompanying consolidated statements of income for all periods presented.

Year ended December 31, 2013 compared to year ended December 31, 2012

The following table presents detail of our net revenues (in thousands):



	Year ended December 31,
	2013			2012


Revenues:
Casino	$	439,929		$	479,300
Rooms	88,277			89,815
Food and beverage	75,847			80,644
Other	22,058			23,190
Gross revenues	626,111			672,949
Less promotional allowances	(68,444		)	(79,591		)
Net revenues	$	557,667		$	593,358

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The following table sets forth certain information concerning our results of operations by region (dollars in thousands):



	Year ended December 31,
	2013			2012
Net revenues:
East	$	244,471		$	264,037
Central	120,459			122,502
West	101,769			101,087
South and other	90,968			105,732
Corporate	—			—
Total net revenues	$	557,667		$	593,358
Operating income:
East	$	11,188		$	2,059
Central	27,977			27,002
West	11,467			12,676
South and other	4,748			20,413
Corporate	(12,617		)	(9,145		)
Total operating income	$	42,763		$	53,005
Operating income margin ^(a):
East	4.6		%	0.8		%
Central	23.2		%	22.0		%
West	11.3		%	12.5		%
South and other	5.2		%	19.3		%
Total operating income margin	7.7		%	8.9		%

__________________________________________________________________________

(a) Operating income margin is operating income as a percentage of net revenues.

Net Revenues

In the East region, net revenues were $244.5 million for the year ended December 31, 2013, a decrease of $19.6 million, or 7.4%, compared to the year ended December 31, 2012. The net revenue decreases for Tropicana AC are a result of the increased competition in Atlantic City and the regional market, including a full year of operations at an additional competitor that opened in May 2012, coupled with the lingering effects of Superstorm Sandy. Tropicana AC's net revenues for the current year period decreased from the prior year period primarily due to a $17.7 million decrease in casino revenues. Based on market data, the Atlantic City market experienced year over year declines in casino revenue of 6.2% in the year ended December 31, 2013. Tropicana AC casino revenues decreased primarily due to 17.3% lower table game volumes, including lower volumes of high-end play, and 7.1% lower slot volumes for the year ended December 31, 2013 compared to the year ended December 31, 2012. Net revenues for our hotel and other amenities also decreased due to lower customer volume in the year ended December 31, 2013. The average daily room rate remained flat at $86 for the year ended December 31, 2013 and 2012. The occupancy rate for the year ended December 31, 2013 was 72%, down from 77% for the prior year period.

In the Central region, net revenues were $120.5 million for the year ended December 31, 2013, a decrease of $2.0 million, or 1.7%, compared to the year ended December 31, 2012, primarily due to reduced customer volumes. Unfavorable weather conditions and increased competition impacted Tropicana Evansville during the year ended December 31, 2013. A nearby horse track began operating 200 instant race machines in September 2012, which continues to negatively impact customer volume. Casino revenues in the Central region decreased compared to the prior year period primarily due to a 2.1% decrease in slot volumes and relatively flat table game volumes and hold percentages. The occupancy rate for the year ended December 31, 2013 at Tropicana Evansville was 69%, a decrease from 72% for the year ended December 31, 2012. This decrease reflects lower customer visitation due to unfavorable weather conditions in the current period compared to the prior year period. The average daily room rate at Tropicana Evansville was $93 for the year ended December 31, 2013, compared to $87 for the year ended December 31, 2012. Tropicana Evansville completed a room renovation at the end of 2012 which contributed to the increased room rates in the year ended December 31, 2013.

In the West region, net revenues were $101.8 million for the year ended December 31, 2013, an increase of $0.7 million, or 0.7%, compared to the year ended December 31, 2012. The increase in the West region was primarily driven by increases in hotel and food and beverage revenues. Casino revenues in the West region were relatively flat due to a 0.1% increase in slot volumes and a favorable change in the slot hold percentage, offset by increased promotional slot play, a lower table game hold

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percentage and a 0.4% decrease in table game volumes. Promotional slot play represents incentives offered to our customers which are netted against revenue. At MontBleu, net revenues increased $1.0 million due to increased customer visitation and a 2.4 percentage point increase in hotel occupancy for the year ended December 31, 2013. Net revenues at Tropicana Laughlin declined $0.3 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. Net revenues and volumes in the Laughlin market continue to be negatively impacted by the declining casino revenue in that market. The average daily room rate for the West region was $50 for the year ended December 31, 2013, compared to $48 for the year ended December 31, 2012. The occupancy rate for the years ended December 31, 2013 and 2012 at our properties in the West region was 53% and 52%, respectively.

In the South and other region, net revenues were $91.0 million for the year ended December 31, 2013, a decrease of $14.8 million, or 14.0%, compared to the year ended December 31, 2012. Casino revenues for the South and other region decreased $19.6 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. Net revenues at the Belle of Baton Rouge decreased $13.8 million from the prior year primarily due to a 18.7% decrease in slot volumes and a 30.1% decrease in table game volumes, slightly offset by improved slot hold percentages. Decreases in slot and table game volumes from the comparable prior year period are primarily attributed to a new competitor, which opened in Baton Rouge in September 2012. Tropicana Greenville's net revenues decreased $1.4 million primarily due to lower slot and table game volumes. Increased hotel occupancy at Tropicana Aruba contributed to an increase of $0.5 million in net revenues during the year ended December 31, 2013. The occupancy rate at our properties in the South and other region was 70% and 61% for the years ended December 31, 2013 and 2012, respectively. The average daily room rate for the South and other region was $72 and $85 for the years ended December 31, 2013 and 2012, respectively. The decreased room rates are primarily attributable to our Baton Rouge property where the prior year rates were higher than normal due to the impact of the United States Bowling Conference holding their national bowling tournament in Baton Rouge from February to July 2012.

Operating Income

In the East region, the operating income for the year ended December 31, 2013 was $11.2 million, compared to $2.1 million for the year ended December 31, 2012. The operating income in the East region increased compared to the prior year primarily due to a favorable real estate tax settlement as well as decreased operating costs and payroll costs consistent with lower customer volumes for the year ended December 31, 2013 compared to the prior year period. The real estate tax settlement resulted in a $25.5 million reduction in real estate tax expense during 2013 which consisted of a $9.5 million reduction in taxes due to a reduction of our current assessed property value and $16.0 million of credits applied to our current year's tax assessment. This reduction was partially offset by $4.1 million in professional fees related to the settlement at Tropicana AC for the year ended December 31, 2013 compared to the prior year period. Additionally, in the year ended December 31, 2012, Tropicana AC recognized a $1.8 million impairment charge related to its favorable lease intangible assets.

Under the terms of the real estate tax settlement, Tropicana AC was to receive a $49.5 million refund in the form of credits against annual real estate tax bills beginning in 2013 and ending in 2017. In 2013, we recognized $16.0 million of credits related to this settlement and paid $1.8 million in real estate taxes. In January 2014, we received $31.7 million in cash as payment to satisfy future credits.

In the Central region, the operating income for the year ended December 31, 2013 was $28.0 million, a $1.0 million increase compared to the year ended December 31, 2012. The increase in operating income is primarily attributable to decreased payroll costs and decreased operating expenses consistent with lower customer volumes during the year ended December 31, 2013. Also, beginning in May 2013, the Central region benefited from new legislation allowing casinos to exclude a portion of slot free play revenue from their Adjusted Gaming Revenue ("AGR" as defined by the Indiana Gaming Code) which is also the basis for calculating the rental expense of our Tropicana Evansville land lease. This new definition of AGR resulted in lower gaming taxes and lower rental expense during the year ended December 31, 2013.

In the West region, the operating income for the year ended December 31, 2013 was $11.5 million, a $1.2 million decrease compared to the year ended December 31, 2012. The decrease in operating income is mainly attributable to increased advertising and promotional spending partially offset by a favorable sales and use tax settlement during the year ended December 31, 2013. Additionally, the West region properties realized a $1.0 million increase in depreciation and amortization expense related to new capital projects during the December 31, 2013.

In the South and other region operating income for the year ended December 31, 2013 was $4.7 million, a $15.7 million decrease compared to the year ended December 31, 2012. This decrease is primarily due to the net revenue decreases discussed above, partially offset by decreased payroll costs and decreased operating expenses consistent with lower customer volumes during the year ended December 31, 2013. The decreased operating income for the current period compared to prior year period

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also relates to a gain on insurance recoveries of $4.3 million, net of expenses and write-downs, in the year ended December 31, 2012. Additionally, the South and other region properties realized a $0.5 million increase in depreciation and amortization expense related to new capital projects.

Corporate expenses were $12.6 million for the year ended December 31, 2013, a $3.5 million increase from the year ended December 31, 2012, driven by a $3.8 million refund of Predecessor administrative tax claims in 2012 partially offset by a one-time charge in June 2012 for terminating our previous corporate office lease and moving to a less expensive location. During 2013 we recorded favorable tax settlements related to certain of our Predecessor entities as well as increased professional fees associated with our proposed acquisition of Lumiére Place which was announced in August 2013. The Lumiére Place acquisition was completed in April 2014.

Interest Expense

Interest expense for the years ended December 31, 2013 and 2012 was $14.3 million and $17.2 million, respectively. The interest expense for the year ended December 31, 2013 decreased compared to the year ended December 31, 2012 primarily due to our Term Loan Facility which was funded in March 2012 and repaid in November 2013. The Term Loan Facility accrued interest at a floating rate, which was 7.5% while it was outstanding throughout 2012 and 2013. Under our Exit Facility, which was outstanding prior to March 2012, and which we repaid using a portion of the net proceeds of our Term Loan Facility, interest accrued at 15% per annum. Cash paid for interest expense was $11.9 million and $13.8 million for the years ended December 31, 2013 and 2012, respectively. The decrease in cash paid for interest expense was primarily attributable to the lower interest rate and payment timing under the Term Loan Facility. Interest expense also includes $1.3 million and $3.3 million of amortization of debt issuance costs and discounts for the year ended December 31, 2013 and 2012, respectively. Unamortized debt issuance costs and discounts related to the Term Loan Facility were written off in November 2013 in connection with the repayment of the Term Loan Facility and unamortized debt issuance costs and discounts related to the Exit Facility were written off in March 2012 in connection with the repayment of the Exit Facility. The New Term Loan Facility funded in November 2013 will accrue interest at a floating rate which was 4.0% as of December 31, 2013.

Loss on Debt Retirement

In March 2012, we entered into the Term Loan Facility, and a portion of the net proceeds was used to repay in full the amounts outstanding under the Exit Facility. As a result of the repayment of the Exit Facility, we recognized a $12.8 million loss on debt retirement which includes a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts.

Income Taxes

Income tax expense was $2.5 million for the year ended December 31, 2013 and our effective income tax rate was 10.4%. The difference between the federal statutory rate of 35% and the effective tax rate for the year ended December 31, 2013 was primarily due to the utilization of the Company's deferred tax assets and employment credits offset by disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. For the year ended December 31, 2012, the income tax expense was $2.9 million and our effective tax rate was 12.0%. The difference between the federal statutory rate of 35% and the effective tax rate for the year ended December 31, 2012 was primarily due to disallowed foreign losses, state income taxes (net of federal benefit), employment credits, and the change in the valuation allowance.

Discontinued Operations

In April 2013, we entered into an agreement to sell substantially all of the assets and certain liabilities associated with the operation of River Palms. In October 2013, we notified the buyers that we had elected to terminate the agreement to sell River Palms, effective immediately, pursuant to the terms of the agreement. We compared our carrying value of River Palms to the estimated sale price less estimated costs to complete the sale and recorded a preliminary loss on the sale of River Palms of $2.6 million which is included in the loss from discontinued operations for the year ended December 31, 2013. In 2014, we sold River Palms.

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Liquidity and Capital Resources

Our cash flows are and will continue to be affected by a variety of factors, many of which are outside of our control, including regulatory restrictions, competition, financial markets and other general business conditions. In November 2013, we repaid the Term Loan Facility with a portion of the proceeds from the New Term Loan Facility. We believe that we will have sufficient liquidity through anticipated borrowing availability, available cash, trade credit and cash flow from our properties to fund our cash requirements and capital expenditures for our expected operating activities for at least twelve months. However, we cannot provide assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements and other obligations as our results for future periods are subject to numerous uncertainties that may result in liquidity problems, which could affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions. In addition, we continually evaluate our financing needs and we may refinance all or a portion of our indebtedness on or before maturity.

Part of our overall strategy includes consideration of expansion opportunities in new gaming jurisdictions, underserved markets and acquisition and other strategic opportunities that may arise periodically. We may require additional funds in order to execute on such strategic growth, and may incur additional debt or sell additional equity to finance any such transactions. We cannot assure you that we will be able to incur such debt or sell any such additional equity on acceptable terms or at all.

Our material cash requirements for 2015 are expected to include (i) principal and interest payments related to our New Term Loan Facility of $3.0 million and $12.0 million, respectively, (ii) capital maintenance expenditures expected to be approximately $36 million, (iii) growth capital expenditures expected to be approximately $60 million, a portion of which will be reimbursed in 2015 through Approved CRDA Project Funds (defined below), and (iv) minimum lease payments under our operating leases of $6.8 million. Except for $24 million of capital renovation at MontBleu required by its lease agreement, the majority of our planned capital expenditures are discretionary and we may decide to spend more or less than the amounts described above. We have been approved to use approximately $18.8 million of our CRDA deposits ("Approved CRDA Funds") for certain capital expenditures relating to Tropicana AC. In addition, we have been approved for approximately $4.8 million in grants through the New Jersey Economic Development Authority, ERG Grant Program ("ERG Grants").

The following table summarizes our historical cash flows (in thousands):



	Year ended December 31,
	2014			2013
Cash Flow Information:
Net cash provided by operating activities	$	141,134		$	63,765
Net cash used in investing activities	(301,399		)	(66,602		)
Net cash provided by (used in) financing activities	(2,893		)	119,070
Net increase (decrease) in cash and cash equivalents	$	(163,158	)	$	116,233

Net cash provided by operating activities for the year ended December 31, 2014 includes increased operating results, including $52.7 million in one-time gains related to certain predecessor claims, partially offset by a $9.1 million impairment of goodwill. Cash paid for interest expenses decreased to $11.8 million for the year ended December 31, 2014 compared to $11.9 million for the year ended December 31, 2013 primarily due to the decreased interest rates under our New Term Loan Facility.

Net cash used in investing activities in the year ended December 31, 2014 consisted primarily of $237.3 million used for the Lumière Place acquisition, net of cash acquired, and $80.6 million used for capital expenditures, partially offset by $5.2 million proceeds from insurance settlements and $6.8 million in proceeds from the sale of River Palms. Net cash used in investing activities in the year ended December 31, 2013 consisted primarily of $57.3 million for capital expenditures and payment of a restricted cash deposit related to our acquisition of Lumiére Place, partially offset by proceeds from insurance settlements. Capital expenditures primarily relate to expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age.

Net cash provided by (used in) financing activities in the year ended December 31, 2014 consisted primarily of $3.0 million repayments on the New Term Loan Facility. Net cash provided by financing activities in the year ended December 31, 2013 consisted primarily of $298.5 million proceeds from the issuance of the New Term Loan Facility offset by $174.5 million repayments on the then outstanding Term Loan Facility.

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New Credit Facilities

In November 2013, we entered into (i) a senior secured first lien term loan facility in an aggregate principal amount of $300 million, issued at a discount of 0.5% (the “New Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $15 million (the “Revolving Facility” and, together with the New Term Loan Facility, the “New Credit Facilities”). Commencing on December 31, 2013, the New Term Loan Facility will amortize in equal quarterly installments in an amount of $750,000, with any remaining balance payable on the final maturity date of the New term Loan Facility, which is November 27, 2020. Amounts under the Revolving Facility are available to be borrowed and re-borrowed until its termination on November 27, 2018.

A portion of the net proceeds from the New Credit Facilities were used to repay in full the principal amounts outstanding under our existing Credit Facilities along with any accrued and unpaid interest. The Credit Facilities were terminated effective as of November 27, 2013. We also recognized a $4.9 million loss on debt retirement which related to the write-off of unamortized debt issuance costs and discounts. A portion of the proceeds from the New Credit Facilities was also used to finance our previously announced acquisition of Lumière Place. This acquisition was completed in April 2014.

The New Term Loan Facility accrues interest, at our option, at a per annum rate equal to either (i) the LIBO Rate (as defined in the Credit Agreement) (subject to a 1.00% floor) plus an applicable margin equal to 3.00%, or (ii) the alternate base rate (as defined in the Credit Agreement) (subject to a 2.00% floor) plus an applicable margin equal to 2.00%; such that in either case, the applicable interest rate shall not be less than 4.0%. The Revolving Facility accrues interest, at our option, at a per annum rate equal to either (i) the LIBO Rate plus an applicable margin ranging from 2.00% (if the total net leverage ratio is less than 2.50:1.00) to 2.50% (if the total net leverage ratio is greater than or equal to 3.00:1.00); or (ii) the alternate base rate plus an applicable margin ranging from 1.00% (if the total net leverage ratio is less than 2.50:1.00) to 1.50% (if the total net leverage ratio is greater than or equal to 3.00:1.00). The interest rate increases by 2.00% following certain defaults. As of December 31, 2014, the interest rate on the New Term Loan Facility was 4.0% and no amounts were outstanding under the Revolving Facility.

At our election and subject to certain conditions, including a maximum senior secured net leverage ratio of 3.25:1.00, the amount available under the New Credit Facilities may be increased, which increased amount may be comprised of additional term loans and revolving loans.

The New Term Loan Facility may be prepaid at our option at any time without penalty (other than customary LIBO Rate breakage fees). We are required to make mandatory payments of the New Credit Facilities with (i) net cash proceeds of certain asset sales (subject to reinvestment rights), (ii) net cash proceeds from certain issuances of debt and equity (with certain exceptions), (iii) up to 50% of annual excess cash flow (as low as 0% if our total leverage ratio is below 2.75:1.00), and (iv) certain casualty proceeds and condemnation awards (subject to reinvestment rights).

Our interest expense for the years ended December 31, 2014 and 2013 was $12.9 million and $14.3 million, respectively, which includes $1.0 million and $1.3 million, respectively, of amortization of the related debt discount and debt issuance costs for the year ended December 31, 2014 and 2013. The decrease compared to the prior year period is primarily attributable to the lower interest rate and amortization of debt discount and issuance costs on our New Term Loan Facility compared to the Term Loan Facility that was in place prior to November 2013.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303 (a)(4)(ii) of SEC Regulation S-K.

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Contractual Obligations

The following table summarizes our material future contractual obligations as of December 31, 2014 (in thousands):



	Payments Due By Period
	Less Than 1 Year		1 To 3 Years		3 to 5 Years		More Than 5 Years		Total
Debt ^(a)	$	3,000	$	6,000	$	6,000	$	281,250	$	296,250
Estimated interest payment on debt ^(b)	11,968		23,604		23,084		10,306		68,962
Operating leases	6,761		12,627		11,947		44,326		75,661
Purchase obligations ^(c)	28,863		359		—		—		29,222
Total	$	50,592	$	42,590	$	41,031	$	335,882	$	470,095

_______________________________________________________________________________


(a)	The New Term Loan Facility provides for a stated maturity date of November 2020.


(b)	Estimated interest payment on debt is based on principal amounts outstanding and the interest rate at December 31, 2014 and required principal payments through the maturity of the debt.


(c)	Includes commitments for capital expenditures required under MontBleu's land and building lease as well as various contracts, including advertising, maintenance contracts and service agreements.

Critical Accounting Policies

Management's discussion and analysis of our results of operations and liquidity and capital resources is based on our financial statements. We prepare our financial statements in conformity with accounting principles generally accepted in the United States. Certain of our accounting policies require that we apply significant judgment in determining the estimates and assumptions for calculating estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based in part on our historical experience, terms of existing contracts, observance of trends in the gaming industry and information obtained from independent valuation experts or other outside sources. We cannot assure you that our actual results will conform to our estimates. We regularly evaluate these estimates and assumptions, particularly in areas we consider to be critical accounting estimates, where changes in estimates and assumptions could have a material impact on our results of operations, financial position and, generally to a lesser extent, cash flows.

We believe the following items are the critical accounting policies and more significant estimates and assumptions used in the preparation of our financial statements. These accounting policies conform to the accounting policies contained in our financial statements contained elsewhere in this Annual Report on Form 10-K.

Business Combinations

The Company accounts for business combinations in accordance with guidance related to business combinations using the purchase method of accounting for business combinations, which requires that the assets acquired and liabilities assumed be recorded on the date of acquisition at their respective fair value and the identification and recognition of intangible assets separately from goodwill. Additionally, the guidance requires, among other things, the buyer to: (1) expense acquisition-related costs; (2) recognize assets or liabilities assumed arising from contractual contingencies on the acquisition date using acquisition-date fair values; (3) recognize goodwill as the excess of the consideration transferred plus the fair value of any noncontrolling interest over the acquisition-date fair value of net assets acquired; (4) recognize on the acquisition date any contingent consideration using acquisition-date fair values (i.e., fair value earn-outs in the initial accounting for the acquisition); and (5) eliminate the recognition of liabilities for restructuring costs expected to be incurred as a result of the business combination. In addition, if the buyer determines that some or all of its previously booked deferred tax valuation allowance is no longer needed as a result of the business combination, the guidance requires that the reduction or elimination of the valuation allowance be accounted as a reduction of income tax expense.

Receivables

Receivables consist primarily of casino, hotel and other receivables, net of an allowance for doubtful accounts. Receivables are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. An estimated allowance for doubtful accounts is maintained to reduce our receivables to their expected realization, which approximates fair value. The allowance is estimated based on specific reviews of customer accounts as well as historical collection experience and current economic and business conditions. Recoveries of accounts previously written off are recorded when received.

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Property and Equipment

Property and equipment under fresh-start reporting and business combination guidance is stated at fair value as of the Effective Date and acquisition date, respectively. Property and equipment acquired subsequent to the Effective Date and the acquisition date are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets or, for capital leases and leasehold improvements, over the shorter of the asset's useful life or the term of the lease. Gains or losses on disposals of assets are recognized as incurred. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are expensed as incurred.

We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. In contrast to normal repair and maintenance costs that are expensed when incurred, items we classify as maintenance capital are expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age. Our depreciation expense is highly dependent on the assumptions we make about our assets' estimated useful lives. We determine the estimated useful lives based on our experience with similar assets, engineering studies and our estimate of the usage of the asset. Whenever events or circumstances occur that change the estimated useful life of an asset, we account for the change prospectively.

Long-Lived Assets

We evaluate our property and equipment and other long-lived assets for impairment in accordance with accounting guidance related to impairment or disposal of long-lived assets. For assets to be held for sale, we recognize the asset to be sold at the lower of carrying value or fair value less costs to sell. Fair value for assets held for sale is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For long-lived assets to be held and used, we review for impairment whenever indicators of impairment exist. If an indicator of impairment exists, we compare the estimated undiscounted future cash flows of the asset to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows are less than the carrying value, then impairment is measured based on estimated fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over fair value of assets acquired and liabilities assumed in business combinations or under fresh-start reporting. In accordance with accounting guidance related to goodwill and other intangible assets, we test for impairment of goodwill and indefinite-lived intangible assets at the reporting unit level in the fourth quarter of each year and in certain situations between those annual dates if events occur or circumstances change indicating potential impairment. We have the option to begin with a qualitative assessment, commonly referred to as Step 0, to determine whether it is more likely than not that the reporting units fair value is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as the general economic environment, industry and market conditions, changes in key assumptions used since the most recently performed valuation and overall financial performance of the reporting units. If we determine the reporting units are not at risk of failing the qualitative assessment no impairment testing is required.

Our annual impairment testing for goodwill is performed at the reporting unit level and each of our casino properties is considered to be a reporting unit. The annual goodwill impairment testing utilizes a two step process. In the first step, we compare the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of each reporting unit is estimated using the expected present value of future cash flows along with indications provided by the current valuation multiples of comparable publicly traded companies. If the fair value of the reporting unit exceeds its carrying amount, then goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds it fair value, then the goodwill of the reporting unit is considered impaired and the Company proceeds to the second step of the goodwill impairment test. In the second step, we determine the implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit determined in step one to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in business combination. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

Our indefinite-lived intangible assets, which include our "Tropicana" trade name and certain gaming licenses, are not subject to amortization but are tested for impairment annually. A qualitative assessment of indefinite-lived assets may be performed to determine whether it is necessary to perform the quantitative impairment test. The annual quantitative impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The fair value of the trade name is estimated using the relief from royalty method, a form of both the

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income approach and the market approach, which is a function of prospective revenue, the royalty rate that would hypothetically be charged by a licensor of an asset to an unrelated licensee, and a discount rate. The fair value of our gaming licenses is estimated using the Greenfield method of the discounted cash flow approach which is the function of the cost to build a new casino operation, the build out period, projected cash flows attributed to the casino once operational, and a discount rate.

Our definite-lived intangible assets include customer lists and favorable lease arrangements. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations.

We believe our prospective cash flow assumptions are reasonable. However, future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If ongoing estimates of future cash flows are not met, impairment charges may be recorded in future accounting periods. Estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information and budgets of the various properties where we conduct operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to our properties.

CRDA Investment

The New Jersey Casino Reinvestment Development Authority ("CRDA") deposits made by Tropicana AC are carried at fair value. The CRDA deposits are recorded at fair value and used to purchase CRDA bonds that carry below market interest rates unless an alternative investment is approved. A valuation allowance is established, unless there is an agreement with the CRDA for a return of the deposit at full face value, by a charge to the statement of operations as part of general and administrative expense. If the CRDA deposits are used to purchase CRDA bonds, the valuation allowance is transferred to the bonds as a discount, which is amortized to interest income using the interest method. If the CRDA deposits are used to make other investments, the valuation allowance is transferred to those investments and remains a valuation allowance. The CRDA bonds are classified as held-to-maturity securities and are carried at amortized cost less any adjustments for other than temporary impairments.

Self-Insurance Reserves

We are self-insured up to certain stop loss amounts for employee health coverage, workers' compensation and general liability claims. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported as estimated by management with the assistance of a third party claims administrator. In estimating these accruals, we consider historical loss experience and make judgments about the expected levels of costs per claim. We believe our estimates of future liability are reasonable based upon our methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimate for these liabilities. The Company continually monitors changes in claim type and incident and evaluates the insurance accrual, making necessary adjustments based on the evaluation of these qualitative data points.

Customer Loyalty Program

We provide certain customer loyalty programs (the "Programs") at our casinos, which allow customers to redeem points earned from their gaming activity for cash, food, beverage, rooms or merchandise. Under the Programs, customers are able to accumulate points that may be redeemed in the future, subject to certain limitations and the terms of the Programs. We record a liability for the estimated cost of the outstanding points under the Programs that we believe will ultimately be redeemed. The estimated cost of the outstanding points under the Programs is calculated based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points are expected to be redeemed. For points that may be redeemed for cash, we accrue this cost (after consideration of estimated redemption rates) as they are earned from gaming play, which is included in promotional allowances. For points that may only be redeemed for goods or services but cannot be redeemed for cash, we estimate the cost and accrue for this expense as the points are earned from gaming play, which is recorded as casino operating costs and expenses.

Income Taxes

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differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that included the enactment date. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary market risk exposure is in the area of interest rate risk. We incur interest expense on borrowings outstanding under the New Credit Facilities. Our debt under the New Credit Facilities consists primarily of the New Term Loan Facility and the Revolving Facility. The obligations under the New Term Loan Facility bear interest, at the Company's election, at an annual rate equal to either: (i) the sum of (a) the LIBO Rate (as defined in the New Term Loan Facility) (subject to a 1.00% floor); plus (b) a margin of 3.00%; or (ii) the sum of: (a) the alternate base rate (as defined in the New Term Loan Facility) (subject to a 2.00% floor); plus (b) a margin of 2.00%; such that, in either case, the applicable interest rate shall not be less than 4.00%. The Revolving Facility, which has no amounts outstanding at December 31, 2014, accrues interest at a per annum rate equal to either, at the Company’s option (with limited restrictions), the LIBO Rate plus an applicable margin ranging from 2.00% (if the total net leverage ratio is less than 2.50:1.00) to 2.50% (if the total net leverage ratio is greater than or equal to 3.00:1.00); or the alternate base rate plus an applicable margin ranging from 1.00% (if the total net leverage ratio is less than 2.50:1.00) to 1.50% (if the total net leverage ratio is greater than or equal to 3.00:1.00). An additional 2% default rate also applies in certain instances described in the New Term Loan Facility. As of December 31, 2014, the interest rate was 4.0%. We currently have no hedging arrangements in place to mitigate the impact of higher interest rates.

Based on our borrowings at December 31, 2014, assuming a 1% increase over the 4.0% floor specified in our New Term Loan Facility, our annual interest cost would increase $3.0 million.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this item is contained in the financial statements listed in Item 15(a) of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our President and Chief Executive Officer (principal executive officer) and Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective as of December 31, 2014. This conclusion is based on an evaluation conducted under the supervision and with the participation of our management, including the principal executive officer and principal financial officer. Disclosure controls and procedures include, without limitation, controls and procedures which ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management and is recorded, processed, summarized and reported in the time periods specific in the Securities and Exchange Commission's rules and forms.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for an assessment of the effectiveness of internal control over financial reporting; as such items are defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance that our financial reporting and preparation of financial statements is reliable and in accordance with generally accepted accounting principles. Our policies and procedures are designed to provide reasonable assurance that transactions are recorded and records maintained in reasonable

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detail as necessary to accurately and fairly reflect transactions and that all transactions are properly authorized by management in order to prevent or timely detect unauthorized transactions or misappropriation of assets that could have a material effect on our financial statements.

Management is required to base its assessment on the effectiveness of our internal control over financial reporting on a suitable, recognized control framework. Management has utilized the criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of internal control over financial reporting, which is a suitable framework as published by the Public Company Accounting Oversight Board (“PCAOB”).

Our management has performed an assessment according to the 2013 Internal Control-Integrated Framework established by COSO. Based on the assessment, management has concluded that our system of internal control over financial reporting, as of December 31, 2014, is effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Grant Thornton LLP, our independent registered public accounting firm, has audited and issued their report on Tropicana Entertainment Inc.'s internal control over financial reporting, which appears below.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2014, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to affect, our internal control over financial reporting.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Tropicana Entertainment Inc.

We have audited the internal control over financial reporting of Tropicana Entertainment Inc. (a Delaware corporation) (and subsidiaries) (the “Company”) as of December 31, 2014, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2014, and our report dated February 25, 2015 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP

Reno, Nevada

February 25, 2015

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item will be contained in the Company's definitive Proxy Statement for its 2015 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31, 2014, and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1). Financial Statements.

Included in Part II of this Annual Report on Form 10-K:



Report of Independent Registered Public Accounting Firm		F-1
Balance Sheets		F-2
Statements of Income		F-3
Statements of Changes in Shareholders' Equity		F-4
Statements of Cash Flows		F-5
Notes to Financial Statements		F-6

(a)(2). Financial Statement Schedules.

We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the financial statements or notes to the financial statements.

(a)(3). Exhibits.



Exhibit Number		Exhibit Description
2.1		First Amended Joint Plan of Reorganization of Tropicana Entertainment, LLC and Certain of its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code. (Incorporated by reference to the Company's Amendment No. 1 to Form 10 dated December 21, 2009)
2.2		Amended and Restated Purchase Agreement, dated as of November 20, 2009, among Adamar of New Jersey, Inc., Manchester Mall, Inc., the Honorable Gary S. Stein, Tropicana Entertainment, LLC, Ramada New Jersey Holdings Corporation, Atlantic-Deauville, Inc., Adamar Garage Corporation, Ramada New Jersey, Inc., Credit Suisse, Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp (Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K; the Registrant will furnish supplementally a copy of the omitted schedules to the SEC upon request.). (Incorporated by reference to the Company's Amendment No. 1 to Form 10 dated December 21, 2009)
3.1		Amended and Restated Certificate of Incorporation of Tropicana Entertainment Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
3.2		Amended and Restated Bylaws of Tropicana Entertainment Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated February 24, 2014)
4.1		Specimen Certificate for shares of Common Stock, par value $0.01 per share, of the Registrant. (Incorporated by reference to the Company's Post-Effective Amendment No. 1 to Form 10 dated January 25, 2010)
4.2		Form of Stock Purchase Warrant issued to general unsecured creditors of the Predecessors. (Incorporated by reference to the Company's Amendment No. 1 to Form 10 dated December 21, 2009)
4.3		Form of Stock Purchase Warrant issued to lenders under the Exit Facility. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.1		Contract of Lease, dated as of August 29, 1982, between Cohn Realty Co. and Jazz Enterprises, Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.1(A)		Amendment of Lease, dated as of August 4, 1993, between Cohn Realty Co. and Jazz Enterprises, Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.2		Second Amended and Restated Lease Agreement, entered into and made on October 27, 2010, between Greenville Marine Corporation and Lighthouse Point, LLC. (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010)
10.2(A)		First Amendment to Second Amended and Restated Lease Agreement, entered November 19, 2013, between Greenville Marine Corporation and Lighthouse Point, LLC.

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10.3		Restated and Amended Lease Agreement, entered into April 18, 1997, between The Board of Levee Commissioners and JMBS Casino LLC., successor in interest to Alpha Greenville Hotel, Inc.
10.4		Assignment of Restated and Amended Lease Agreement, entered into November 23, 2013, between JMBS Casino LLC. and Lighthouse Point, LLC.
10.5		Lease Agreement, entered into October 1, 2013, between the City of Greenville and Lighthouse Point, LLC.
10.6		Evansville Riverboat Landing Lease, dated as of May 2, 1995, by and among the City of Evansville, Indiana and Aztar Indiana Gaming Company, LLC. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(A)		Amendment to Evansville Riverboat Landing Lease, effective as of December 1, 2001, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(B)		Second Amendment to Evansville Riverboat Landing Lease, dated as of August 27, 2003, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(C)		Memorandum of Understanding, dated as of December 21, 2004, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(D)		Memorandum of Understanding, dated as of March 15, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(E)		Memorandum of Understanding, dated as of May 12, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(F)		Memorandum of Understanding, dated as of June 7, 2005, by and among City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(G)		Third Amendment to Evansville Riverboat Landing Lease, dated as of July 19, 2005, by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC and Aztar Corporation. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.6(H)		Fourth Amendment to Lease Agreement dated March 2, 2010 by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC, and New Tropicana OpCo, Inc. (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010)
10.6(I)		Fifth Amendment to Lease Agreement dated September 1, 2011 by and among the City of Evansville, Indiana, Aztar Indiana Gaming Company, LLC, and New Tropicana OpCo, Inc. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2011)
10.7		Amended and Restated Net Lease Agreement by and between Park Cattle Co. and Desert Palace, Inc. dated January 1, 2000. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.7(A)		Amendment and Reservation of Rights Regarding MontBleu dated April 2, 2008 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.7(B)		MontBleu Lease Amendment No. 2 by and between Park Cattle Co. and Columbia Properties Tahoe, LLC, dated June 12, 2009. (Incorporated by reference to the Company's Current Report on Form 8-K dated March 11, 2010)
10.7(C)		MontBleu Lease Amendment No. 3 by and between the Edgewood Companies and Columbia Properties Tahoe, LLC, made effective May 10, 2010. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
10.7(D)		MontBleu Lease Amendment No. 4 by and between the Edgewood Companies, a Nevada corporation formerly known as Park Cattle Co., and Columbia Properties Tahoe, LLC, made effective October 1, 2014. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014)

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10.8		Equity Interest Purchase Agreement, dated as of August 16, 2013, by and among Tropicana St. Louis LLC, Casino One Corporation, PNK (ES), LLC, PNK (ST. LOUIS RE), LLC, PNK (STLH), LLC, Casino Magic, LLC and Pinnacle Entertainment, Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated August 21, 2013)
10.9		Limited Guarantee, dated as of August 16, 2013, by Tropicana Entertainment Inc. in favor of Pinnacle Entertainment, Inc. and Casino Magic, LLC. (Incorporated by reference to the Company's Current Report on Form 8-K dated August 21, 2013)
10.10		Credit Agreement by and among Tropicana Entertainment Inc., the lenders party thereto from time to time, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as joint bookrunners and joint lead arrangers (Incorporated by reference to the Company's Current Report on Form 8-K dated November 27, 2013)
21.1		List of Subsidiaries*
31.1		Certification by Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification by Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32		Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		XBRL Instance Document (filed electronically herewith)
101.SCH		XBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PRE		XBRL Taxonomy Presentation Linkbase Document (filed electronically herewith)
101.DEF		XBRL Taxonomy Definition Linkbase Document (filed electronically herewith)


*	Filed herewith


**	Furnished herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		TROPICANA ENTERTAINMENT INC.

Date:	February 25, 2015	By:	/s/ LANCE J. MILLAGE
		Name:	Lance J. Millage
		Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

________________________________________________________________________________________________________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ ANTHONY P. RODIO	President, Chief Executive Officer and Director (Principal Executive Officer)	February 25, 2015
Anthony P. Rodio		February 25, 2015

/s/ LANCE J. MILLAGE	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	February 25, 2015
Lance J. Millage		February 25, 2015

/s/ KEITH COZZA	Director	February 25, 2015
Keith Cozza	Director	February 25, 2015

/s/ DANIEL A. NINIVAGGI	Director	February 25, 2015
Daniel A. Ninivaggi	Director	February 25, 2015

/s/ DANIEL A. CASSELLA	Director	February 25, 2015
Daniel A. Cassella	Director	February 25, 2015

/s/ HUNTER C. GARY	Director	February 25, 2015
Hunter C. Gary	Director	February 25, 2015

/s/ WILLIAM A. LEIDESDORF	Director	February 25, 2015
William A. Leidesdorf	Director	February 25, 2015

/s/ DANIEL H. SCOTT	Director	February 25, 2015
Daniel H. Scott	Director	February 25, 2015

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Tropicana Entertainment Inc.

We have audited the accompanying consolidated balance sheets of Tropicana Entertainment Inc. (a Delaware corporation) (and subsidiaries) (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tropicana Entertainment Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2015 expressed an unqualified opinion.

/s/ GRANT THORNTON LLP

Reno, Nevada

February 25, 2015

F-1

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TROPICANA ENTERTAINMENT INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share and per share data)



	December 31,
	2014		2013
ASSETS
Current assets:
Cash and cash equivalents	$	195,735	$	356,755
Restricted cash	15,740		30,856
Receivables, net	22,713		28,786
Inventories	7,482		4,435
Prepaid expenses and other assets	13,671		11,243
Deferred tax assets, net	9,078		—
Assets held for sale	—		9,249
Total current assets	264,419		441,324
Property and equipment, net	740,752		460,745
Goodwill	15,857		24,928
Intangible assets, net	75,010		67,014
Investments	32,825		33,640
Deferred tax assets, net	150,023		—
Other assets, net	10,804		15,970
Total assets	$	1,289,690	$	1,043,621

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	3,000	$	3,000
Liabilities related to assets held for sale	—		1,648
Accounts payable	43,612		38,865
Accrued expenses and other current liabilities	78,937		64,355
Total current liabilities	125,549		107,868
Long-term debt, net	291,992		294,771
Other long-term liabilities	6,757		7,198
Deferred tax liabilities	—		19,659
Total liabilities	424,298		429,496
Commitments and contingencies
Shareholders' equity:
Tropicana Entertainment Inc. preferred stock at $0.01 par value; 10,000,000 shares authorized, no shares issued	—		—
Tropicana Entertainment Inc. common stock at $0.01 par value; 100,000,000 shares authorized, 26,312,500 shares issued and outstanding at December 31, 2014 and 2013	263		263
Additional paid-in capital	600,359		600,359
Retained earnings	264,770		13,503
Total shareholders' equity	865,392		614,125
Total liabilities and shareholders' equity	$	1,289,690	$	1,043,621

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

F-2

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TROPICANA ENTERTAINMENT INC.

CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share data)



	Year ended December 31,
	2014			2013			2012
Revenues:
Casino	$	592,467		$	439,929		$	479,300
Room	113,890			88,277			89,815
Food and beverage	103,319			75,847			80,644
Other	26,594			22,058			23,190
Gross revenues	836,270			626,111			672,949
Less promotional allowances	(89,609		)	(68,444		)	(79,591		)
Net revenues	746,661			557,667			593,358
Operating costs and expenses:
Casino	271,857			198,219			214,589
Room	41,159			32,160			32,823
Food and beverage	50,283			37,660			36,618
Other	16,845			15,700			16,149
Marketing, advertising and promotions	57,819			39,844			38,392
General and administrative	143,744			99,584			115,010
Maintenance and utilities	70,512			56,699			57,125
Depreciation and amortization	50,457			34,551			32,077
Impairment charges, other write-downs and recoveries	(4,484		)	487			(2,430		)
Goodwill impairment	9,071			—			—
Property tax settlement	(31,725		)	—			—
Total operating costs and expenses	675,538			514,904			540,353
Operating income	71,123			42,763			53,005
Other income (expense):
Interest expense	(12,873		)	(14,331		)	(17,161		)
Interest income	1,957			846			777
Predecessor claim settlements	52,680			—			—
Loss on debt retirement	—			(4,897		)	(12,847		)
Total other income (expense)	41,764			(18,382		)	(29,231		)
Income from continuing operations before income taxes	112,887			24,381			23,774
Income tax benefit (expense)	140,009			(2,534		)	(2,864		)
Income from continuing operations	252,896			21,847			20,910
Loss from discontinued operations, net	(1,629		)	(3,744		)	(1,813		)
Net income	$	251,267		$	18,103		$	19,097

Basic and diluted income per common share:
Income from continuing operations	$	9.61		$	0.83		$	0.79
Loss from discontinued operations, net	(0.06		)	(0.14		)	(0.06		)
Net income per common share	$	9.55		$	0.69		$	0.73

Weighted-average common shares outstanding:
Basic and diluted	26,313			26,313			26,313

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

F-3

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TROPICANA ENTERTAINMENT INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(amounts in thousands)



		Common Stock		Additional Paid-in Capital			Retained Earnings/(Accumulated Deficit)			Total Shareholders' Equity
Balances, December 31, 2011		$	263	$	605,999		$	(23,697	)	$	582,565
	Favorable lease adjustment	—		(5,640		)	—			(5,640		)
	Net income	—		—			19,097			19,097
Balances, December 31, 2012		263		600,359			(4,600		)	596,022
	Net income	—		—			18,103			18,103
Balances, December 31, 2013		263		600,359			13,503			614,125
	Net income	—		—			251,267			251,267
Balances, December 31, 2014		$	263	$	600,359		$	264,770		$	865,392

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

F-4

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TROPICANA ENTERTAINMENT INC.

CONSOLIADATED STATEMENTS OF CASH FLOWS

(in thousands)



	Year ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income	$	251,267		$	18,103		$	19,097
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on sale of discontinued operations	233			—			—
Loss on debt retirement	—			4,897			12,847
Gain on insurance recoveries	(5,610		)	—			(4,318		)
Depreciation and amortization (including discontinued operations)	50,457			34,668			32,436
Amortization of debt discount and debt issuance costs	1,025			1,255			3,302
Impairment charges and other write-downs (including discontinued operations)	1,082			3,098			1,892
Goodwill impairment	9,071			—			—
Insurance proceeds from business interruption	1,250			—			731
Deferred income tax	(178,760		)	91			91
Changes in current assets and current liabilities:
Receivables, net	1,655			(500		)	10,527
Inventories, prepaids and other assets	(1,613		)	(945		)	(522		)
Accrued interest	1,182			1,164			—
Accounts payable, accrued expenses and other liabilities	4,846			(740		)	(9,618		)
Other	5,049			2,674			4,610
Net cash provided by operating activities	141,134			63,765			71,075
Cash flows from investing activities:
Additions of property and equipment	(80,554		)	(57,274		)	(44,450		)
Restricted cash for acquisition	—			(15,008		)	—
Insurance proceeds	5,200			700			2,052
Proceeds from sale of discontinued operations	6,750			—			—
Lumière Place acquisition, net of $11,015 cash acquired	(237,317		)	—			—
Other	4,522			4,980			2,877
Net cash used in investing activities	(301,399		)	(66,602		)	(39,521		)
Cash flows from financing activities:
Proceeds from issuance of debt	—			298,500			171,500
Payment on early retirement of debt	—			—			(2,048		)
Payments on debt	(3,000		)	(174,527		)	(105,054		)
Restricted cash	107			(526		)	290
Payment of financing costs	—			(4,377		)	(3,324		)
Net cash provided by (used in) financing activities	(2,893		)	119,070			61,364
Net increase (decrease) in cash and cash equivalents	(163,158		)	116,233			92,918
Decrease in cash and cash equivalents related to assets held for sale	2,138			141			250
Cash and cash equivalents, beginning of period	356,755			240,381			147,213
Cash and cash equivalents, end of period	$	195,735		$	356,755		$	240,381
Supplemental cash flow disclosure (including discontinued operations):
Cash paid for interest, net of interest capitalized	$	11,830		$	11,947		$	13,823
Cash paid for income taxes	32,178			3,702			5,500
Supplemental disclosure of non-cash items:
Capital expenditures included in accrued expenses and other current liabilities	8,213			1,631			4,556

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

F-5

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRESENTATION AND ORGANIZATION

Organization

Tropicana Entertainment Inc. (the "Company," "TEI," "we," "us," or "our"), a Delaware corporation, is an owner and operator of regional casino and entertainment properties located in the United States and one casino resort development located on the island of Aruba. In April 2014, the Company acquired Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri (collectively, "Lumière Place") for a cash purchase price of approximately $261.3 million, which includes an adjustment for working capital as of the acquisition date (see Note 3 - Lumière Place Acquisition for further discussion). The Company's United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi, Missouri and New Jersey. The Company views each property as an operating segment which it aggregates by region in order to present its reportable segments: (i) East, (ii) Central, (iii) West and (iv) South and other. The current operations of the Company, by region, include the following:


•	East—Tropicana Casino and Resort, Atlantic City ("Tropicana AC") located in Atlantic City, New Jersey;


•	Central—Tropicana Evansville ("Tropicana Evansville") located in Evansville, Indiana; and Lumière Place located in St. Louis, Missouri;


•	West—Tropicana Laughlin Hotel and Casino ("Tropicana Laughlin") located in Laughlin, Nevada; and MontBleu Casino Resort & Spa ("MontBleu") located in Lake Tahoe, Nevada; and


•	South and other—Belle of Baton Rouge ("Belle of Baton Rouge") located in Baton Rouge, Louisiana; Trop Casino Greenville ("Tropicana Greenville") located in Greenville, Mississippi and Tropicana Aruba Resort & Casino ("Tropicana Aruba") located in Noord, Aruba.

In addition, in July 2014 the Company sold and concurrently leased back River Palms located in Laughlin, Nevada and by September 2014 had terminated the lease and discontinued its operations at the property. River Palms is presented as discontinued operations in the accompanying consolidated statements of income for all periods presented while the assets and liabilities are presented as held for sale in the accompanying consolidated balance sheet as of December 31, 2013 (see Note 18 - Discontinued Operations for further discussion).

In April 2012, the Bayou Caddy's Jubilee Casino ("Jubilee") riverboat facility was closed and its operations were consolidated into Tropicana Greenville as part of a project to expand and rebrand that property. The grand opening of Tropicana Greenville occurred in May 2012. Because the Company is continuing operations within the Greenville market by combining the operations into one facility, Jubilee is not presented as discontinued operations in the accompanying financial statements.

Background

The Company was formed on May 11, 2009 to acquire certain assets of Tropicana Entertainment Holdings, LLC ("TEH"), and certain of its subsidiaries pursuant to their plan of reorganization under Chapter 11 of Title 11 of the United States Code. The Company also acquired CP Vicksburg, JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty, LLC (" CP Laughlin Realty", collectively with CP Vicksburg and JMBS Casino, the "Affiliate Guarantors"), all of which were part of the same plan of reorganization (the "Plan") as TEH (collectively, the "Predecessors"). In addition, the Company acquired certain assets of Adamar of New Jersey, Inc. ("Adamar"), an unconsolidated subsidiary of TEH, pursuant to an amended and restated asset purchase agreement, including Tropicana AC. The reorganization of the Predecessors and the acquisition of Tropicana AC (together, the "Restructuring Transactions") were consummated and became effective on March 8, 2010 (the "Effective Date"), at which time the Company acquired Adamar and several of the Predecessors' gaming properties and related assets. Adamar was not a party to the Predecessors' bankruptcy. Prior to March 8, 2010, the Company conducted no business, other than in connection with the reorganization of the Predecessors and the acquisition of Tropicana AC, and had no material assets or liabilities.

Pursuant to the Plan, on the Effective Date, a series of restructuring transactions were consummated through which the Company acquired the Predecessors in exchange for (i) the issuance of 12,098,053 shares of the Company's common stock, $0.01 par value per share ("Common Stock"), and warrants to purchase an additional 3,750,000 shares of Common Stock (the "Ordinary Warrants") in accordance with the Plan and (ii) the entering into new debt in accordance with the Plan, which included the issuance to certain lenders of warrants to purchase an additional 1,312,500 shares of the Company's Common Stock at $0.01 per share (the "Penny Warrants"). As a result of the reorganization the Company also applied fresh-start reporting. Additionally, on the Effective Date, certain subsidiaries of the Company acquired Tropicana AC, and the lenders under the TEH senior secured credit facility each received their pro rata share of 12,901,947 shares of the Company's Common Stock in exchange for their credit bid of $200.0 million (the "Credit Bid"). As a result, on the Effective Date, Carl C. Icahn,

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NOTES TO FINANCIAL STATEMENTS (Continued)

Chairman of the Company's Board of Directors, became the beneficial owner of approximately 47.5% of the Company's Common Stock. Since March 8, 2010, Mr. Icahn has increased his beneficial ownership to approximately 67.9% of the Company's Common Stock. See Note 15 - Stockholders' Equity for further discussion.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying financial statements include the Company and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated in the Company's financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, the estimated valuation allowance for deferred tax assets, certain tax liabilities, estimated cash flows in assessing the impairment of long-lived assets, intangible assets, Casino Reinvestment Development Authority (the "CRDA") investments, fair values of acquired assets and liabilities, self-insured liability reserves, customer loyalty program reserves, contingencies, litigation, claims, assessments and loss contingencies. Actual results could differ from these estimates.

Business Combinations

The Company accounts for business combinations in accordance with guidance related to business combinations using the purchase method of accounting for business combinations, which requires that the assets acquired and liabilities assumed be recorded on the date of acquisition at their respective fair value and the identification and recognition of intangible assets separately from goodwill. Additionally, the guidance requires, among other things, the buyer to: (1) expense acquisition-related costs; (2) recognize assets or liabilities assumed arising from contractual contingencies on the acquisition date using acquisition-date fair values; (3) recognize goodwill as the excess of the consideration transferred plus the fair value of any noncontrolling interest over the acquisition-date fair value of net assets acquired; (4) recognize, on the acquisition date, any contingent consideration using acquisition-date fair values (i.e., fair value earn-outs in the initial accounting for the acquisition); and (5) eliminate the recognition of liabilities for restructuring costs expected to be incurred as a result of the business combination. In addition, if the buyer determines that some or all of its previously booked deferred tax valuation allowance is no longer needed as a result of the business combination, the guidance requires that the reduction or elimination of the valuation allowance be accounted as a reduction of income tax expense.

Cash and Cash Equivalents

Cash and cash equivalents include cash, cash on hand in the casino cages, certificates of deposit, money market funds and other highly liquid investments with original maturities of three months or less.

Restricted Cash

Restricted cash consisted primarily of funds invested in money market funds. At December 31, 2014 and 2013, $9.6 million and $9.7 million, respectively, was restricted by the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") in connection with the reorganization of the Predecessors for the purpose of satisfying liabilities related to professional services incurred in connection with the Restructuring Transactions, and $6.2 million and $6.2 million, respectively, was restricted to collateralize letters of credit. In addition, at December 31, 2013, $15.0 million was held in escrow in connection with the agreement to purchase Lumiére Place.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalent accounts maintained in financial institutions and accounts receivable. Bank accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 or with the Securities Investor Protection Corporation up to $500,000.

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NOTES TO FINANCIAL STATEMENTS (Continued)

Concentration of credit risk, with respect to casino receivables, is limited through the Company's credit evaluation process. The Company issues markers to approved casino customers following credit checks and investigations of credit worthiness.

Receivables

Receivables consist primarily of casino, hotel and other receivables, net of an allowance for doubtful accounts. Receivables are typically non-interest bearing and are initially recorded at cost. Accounts are written off when management deems the account to be uncollectible. An estimated allowance for doubtful accounts is maintained to reduce the Company's receivables to their expected realization, which approximates fair value. The allowance is estimated based on specific reviews of customer accounts as well as historical collection experience and current economic and business conditions. Recoveries of accounts previously written off are recorded when received.

Inventories

Inventories consist primarily of food and beverage, retail merchandise and operating supplies and are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

Property and Equipment

The Company must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. In contrast to normal repair and maintenance costs that are expensed when incurred, items the Company classifies as maintenance capital are expenditures necessary to keep its existing properties at their current levels and are typically replacement items due to the normal wear and tear of its properties and equipment as a result of use and age. The Company's depreciation expense is highly dependent on the assumptions it makes about its assets' estimated useful lives. The Company determines the estimated useful lives based on its experience with similar assets, engineering studies and its estimate of the usage of the asset. Whenever events or circumstances occur that change the estimated useful life of an asset, the Company accounts for the change prospectively.

Long-Lived Assets

The Company evaluates its property and equipment and other long-lived assets for impairment in accordance with accounting guidance related to impairment or disposal of long-lived assets. For assets to be held for sale, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs to sell. Fair value for assets held for sale is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. For long-lived assets to be held and used, the Company reviews for impairment whenever indicators of impairment exist. If an indicator of impairment exists, the Company compares the estimated undiscounted future cash flows of the asset to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows are less than the carrying value, then impairment is measured based on estimated fair value compared to carrying value, with fair value typically based on a discounted cash flow model.

Goodwill and Intangible Assets

Goodwill represents the excess of purchase price over fair value of assets acquired and liabilities assumed in business combinations or under fresh-start reporting. In accordance with accounting guidance related to goodwill and other intangible assets, the Company tests for impairment of goodwill and indefinite-lived intangible assets at the reporting unit level in the fourth quarter of each year and in certain situations between those annual dates if events occur or circumstances change indicating potential impairment. The Company has the option to begin with a qualitative assessment, commonly referred to as Step 0, to determine whether it is more likely than not that the reporting units fair value is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as the general economic environment, industry and market conditions, changes in key assumptions used since the most recently performed valuation and overall financial performance of the reporting units. If the Company determines the reporting units are not at risk of failing the qualitative assessment no impairment testing is required.

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The Company's annual impairment testing for goodwill is performed at the reporting unit level and each of its casino properties is considered to be a reporting unit. The annual goodwill impairment testing utilizes a two step process. In the first step, the Company compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of each reporting unit is estimated using the expected present value of future cash flows along with indications provided by the current valuation multiples of comparable publicly traded companies. If the fair value of the reporting unit exceeds its carrying amount, then goodwill of the reporting unit is not considered impaired. If the carrying amount of the reporting unit exceeds its fair value, then the goodwill of the reporting unit is considered impaired and the Company proceeds to the second step of the goodwill impairment test. In the second step, the Company determines the implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit determined in step one to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in business combination. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.

The Company’s indefinite-lived intangible assets, which include its "Tropicana" trade name and certain gaming licenses, are not subject to amortization but are tested for impairment annually. A qualitative assessment of indefinite-lived assets may be performed to determine whether it is necessary to perform the quantitative impairment test. The quantitative annual impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The fair value of the trade name is estimated using the relief from royalty method, a form of both the income approach and the market approach, which is a function of prospective revenue, the royalty rate that would hypothetically be charged by a licensor of an asset to an unrelated licensee, and a discount rate. The fair value of the Company’s gaming licenses is estimated using the Greenfield method of the discounted cash flow approach which is the function of the cost to build a new casino operation, the build out period, projected cash flows attributed to the casino once operational, and a discount rate.

The Company’s definite-lived intangible assets include customer lists and favorable lease arrangements. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations.

The Company believes its prospective cash flow assumptions are reasonable. However, future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. If ongoing estimates of future cash flows are not met, impairment charges may be recorded in future accounting periods. Estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information and budgets of the various properties where the Company conducts operations. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to the Company’s properties.

CRDA Investments

The New Jersey Casino Reinvestment Development Authority ("CRDA") deposits made by Tropicana AC are carried at fair value. The CRDA deposits are recorded at fair value and are used to purchase CRDA bonds that carry below market interest rates unless an alternative investment is approved. A valuation allowance is established, unless there is an agreement with the CRDA for a return of the deposit at full face value, by a charge to the statement of operations as part of general and administrative expense. If the CRDA deposits are used to purchase CRDA bonds, the valuation allowance is transferred to the bonds as a discount, which is amortized to interest income using the interest method. If the CRDA deposits are used to make other investments, the valuation allowance is transferred to those investments and remains a valuation allowance. The CRDA bonds are classified as held-to-maturity securities and are carried at amortized cost less any adjustments for other than temporary impairments.

Debt Issuance Costs

Debt issuance costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense over the expected terms of the related debt agreements using the effective interest method, and are included in other assets, net, on the Company's balance sheets.

Self-Insurance Reserves

The Company is self-insured up to certain stop loss amounts for employee health coverage, workers' compensation and general liability claims. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not yet reported as estimated by management with the assistance of a third party

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NOTES TO FINANCIAL STATEMENTS (Continued)

claims administrator. In estimating these accruals, historical loss experience is considered and judgments are made about the expected levels of costs per claim. The Company believes its estimates of future liability are reasonable based upon its methodology; however, changes in health care costs, accident frequency and severity and other factors could materially affect the estimates for these liabilities. The Company continually monitors changes in claim type and incident and evaluates the insurance accrual, making necessary adjustments based on the evaluation of these qualitative data points. At December 31, 2014 and 2013, the Company had total self-insurance accruals of $10.1 million and $7.7 million, respectively, reflected in its balance sheets, including amounts classified as liabilities related to assets held for sale in 2013.

Fair Value of Financial Instruments

As defined under GAAP, fair value is the price that would be received to sell an asset or paid to transfer a liability between market participants in the principal market or in the most advantageous market when no principal market exists. Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized in a current or future market exchange. See Note 4 - Fair Value for further detail related to the fair value of financial instruments.

Customer Loyalty Program

The Company provides certain customer loyalty programs (the "Programs") at its casinos, which allow customers to redeem points earned from their gaming activity for cash, food, beverage, rooms or merchandise. Under the Programs, customers are able to accumulate points that may be redeemed in the future, subject to certain limitations and the terms of the Programs. The Company records a liability for the estimated cost of the outstanding points under the Programs that it believes will ultimately be redeemed. The estimated cost of the outstanding points under the Programs is calculated based on estimates and assumptions regarding marginal costs of the goods and services, redemption rates and the mix of goods and services for which the points are expected to be redeemed. For points that may be redeemed for cash, the Company accrues this cost (after consideration of estimated redemption rates) as they are earned from gaming play, which is included in promotional allowances. For points that may only be redeemed for goods or services but cannot be redeemed for cash, the Company estimates the cost and accrues for this expense as the points are earned from gaming play, which is recorded as casino operating costs and expenses. At December 31, 2014 and 2013, the Company had $6.3 million and $4.3 million accrued for the estimated cost of anticipated redemptions under the Programs, including amounts classified as liabilities related to assets held for sale in 2013.

Revenue Recognition and Promotional Allowances

Casino revenue represents the difference between wins and losses from gaming activities. Room, food and beverage and other operating revenues are recognized at the time the goods or services are provided. The Company collects taxes from customers at the point of sale on transactions subject to sales and other taxes. Revenues are recorded net of any taxes collected. The majority of the Company's casino revenue is counted in the form of cash and chips and, therefore, is not subject to any significant or complex estimation. The retail value of rooms, food and beverage and other services provided to customers on a complimentary basis is included in gross revenues and then deducted as promotional allowances. Promotional allowances also include incentives earned in our slot bonus program such as cash, complimentary play, and the estimated retail value of goods and services (such as complimentary rooms and food and beverages). We reward customers, through the use of bonus programs, with points based on amounts wagered that can be redeemed for a specified period of time, principally for complimentary play, and to a lesser extent for goods or services, depending upon the property.

The amounts included in promotional allowances consist of the following (in thousands):



	Year ended December 31,
	2014		2013		2012
Room	$	33,693	$	26,126	$	27,125
Food and beverage	46,914		35,234		40,354
Other	9,002		7,084		12,112
Total	$	89,609	$	68,444	$	79,591

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The estimated departmental costs and expenses of providing these promotional allowances, for continuing operations, are included in casino operating costs and expenses and consist of the following (in thousands):



	Year ended December 31,
	2014		2013		2012
Room	$	18,843	$	15,153	$	15,201
Food and beverage	43,201		33,470		36,464
Other	3,598		2,410		2,326
Total	$	65,642	$	51,033	$	53,991

Gaming Taxes

The Company is subject to taxes based on gross gaming revenues, the number of gaming devices and/or the number of admissions in the jurisdictions in which the Company operates, subject to applicable jurisdictional adjustments. These gaming taxes are recognized in casino operating costs and expenses in the accompanying consolidated statements of income. Gaming taxes included in continuing operations totaled $104.4 million, $67.1 million and $74.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Advertising

The Company expenses advertising costs as incurred or the first time the advertising takes place. Advertising expense, included in continuing operations, which is generally recognized in marketing, advertising and promotions in the accompanying consolidated statements of income, was $20.0 million, $10.4 million and $9.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that included the enactment date. Future tax benefits are recognized to the extent that realization of those benefits is considered more likely than not, and a valuation allowance is established for deferred tax assets which do not meet this threshold.

Recently Issued Accounting Standards

In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, an amendment to FASB Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements. This update provides guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This ASU is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statement disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard will be effective for the first interim period within fiscal years beginning after December 15, 2016, using one of two retrospective application methods. The Company is evaluating the impacts, if any, the adoption of ASU No. 2014-09 will have on the Company's financial position or results of operations.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for reporting discontinued operations. Under the amendment a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic

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NOTES TO FINANCIAL STATEMENTS (Continued)

shift that has (or will have) a major effect on an entity's operations and financial results when any of the following occurs: (i) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (ii) the component of an entity or group of components of an entity is disposed of by sale; and (iii) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). This new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity and all business activities, on acquisition, that are classified as held for sale that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years.

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, we have not yet determined the effect, if any, that the implementation of such proposed standards would have on our financial statements.

Reclassifications

The accompanying consolidated financial statements reflect certain reclassifications to prior year amounts in order to conform with current year presentation. The reclassifications have no effect on previously reported net income.

Favorable lease adjustment

In connection with the adoption of fresh-start reporting as of the Effective Date, the Company recognized favorable lease assets which were being amortized to rental expense on a straight-line basis over 30 years. In 2012, the Company determined that certain favorable lease agreements were not assumed by the Company pursuant to the Company's Plan of Reorganization and emergence from bankruptcy and, accordingly, the related favorable lease asset should not have been recognized on the Effective Date. The Company evaluated the effects of this adjustment on the financial statements and concluded that the error was not material to any prior annual or interim periods or the current period. In June of 2012 the Company reduced additional paid-in capital by $5.6 million, reduced intangible assets, net by $5.3 million and reversed rental expense of $0.3 million related to prior periods to remove the favorable lease assets.

NOTE 3—LUMIÈRE PLACE ACQUISITION

Overview

As discussed in Note 1 - Basis of Presentation and Organization, on April 1, 2014, the Company completed its previously announced acquisition of all of the outstanding stock of Casino One Corporation (the “Target”) and all of the outstanding membership interests of PNK (ES), LLC (“ES”), PNK (ST. LOUIS RE), LLC (“RE”), and PNK (STLH), LLC (“STLH” and together with ES, RE and the Target, the “Companies”), pursuant to the terms of an Equity Interest Purchase Agreement (the “Purchase Agreement”), dated as of August 16, 2013, by and among Tropicana St. Louis LLC (the “Buyer”), a wholly owned subsidiary of the Company, and Pinnacle Entertainment, Inc. (“Pinnacle”), Casino Magic, LLC (“Casino Magic” and together with Pinnacle, the “Sellers”) and the Companies. Upon consummation of the acquisition, the Buyer acquired the Lumière Place Casino, HoteLumière, the Four Seasons Hotel St. Louis and related excess land parcels in St. Louis, Missouri.

Consideration Transferred

The cash purchase price was approximately $261.3 million, which includes an adjustment for working capital as of the acquisition date. The Company funded the net purchase price using cash, which included proceeds from the New Credit Facilities issuance on November 27, 2013. Acquisition-related expense included in the accompanying consolidated statements of income for the years ended December 31, 2014 and 2013 was $1.3 million and $0.7 million, respectively. There was no acquisition-related expense for the year ended December 31, 2012.

Allocation of Purchase Price

The Company is required to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values. The determination of the fair values of the acquired assets and assumed liabilities requires significant judgment. The fair value of Lumière Place's property and equipment and intangible assets utilized for purchase price allocation are considered preliminary as we continue to finalize the valuation in accordance with the Purchase Agreement.

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The preliminary purchase price allocation was as follows (in thousands):



	Fair Value
Current assets	$	15,931
Property and equipment	249,097
Intangible assets	8,848
Other assets	657
Total assets	274,533
Total liabilities	(13,227		)
Total purchase price	$	261,306

The fair value of the intangible assets as of the acquisition date is primarily associated with the casino's gaming license which is not subject to amortization (see Note 7 - Goodwill and Intangible Assets). Goodwill associated with the acquisition was immaterial.

Consolidated Statements of Income for the period from April 1, 2014 through December 31, 2014

The results of operations for Lumière Place have been included in the Company's financial statements since the acquisition date. The amounts of revenue and loss of Lumière Place included in the accompanying consolidated statements of income for the year ended December 31, 2014 are as follows (in thousands):



	Period from April 1 to December 31, 2014
Net revenues	$	124,882
Net loss	(3,153		)

Supplemental Unaudited Pro Forma Information

The following unaudited pro forma information reflects the consolidated results of operations of the Company as though the acquisition had taken place at the beginning of the respective periods presented. The unaudited pro forma information has been presented for illustrative purposes only and is not indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of the Company. The unaudited pro forma information is as follows (in thousands, except per share data):



	Year ended December 31,
	2014		2013
Net Revenues	$	787,656	$	737,751
Net Income	251,695		37,060
Basic and diluted net income per common share	$	9.57	$	1.41

The pro forma results include adjustments to general and administrative expense to exclude the Company's non-recurring transaction costs related to the acquisition and to interest expense due to lower interest rates on the New Credit Facilities issued to refinance the Company's existing debt and fund a portion of the purchase price. In addition, the pro forma results include adjustments to eliminate Lumière Place's historical impairment of assets which was recognized by Lumière Place in connection with the acquisition. Lastly, the pro forma results include adjustments to depreciation and amortization expense, based on the fair values of the property and equipment and definite life intangible assets acquired.

NOTE 4—FAIR VALUE

The carrying values of the Company's cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value because of the short term maturities of these instruments. A financial asset or liability classification

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:


•	Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•

Level 2 - Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).


•	Level 3 - Unobservable inputs reflect the Company's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.

The following table presents a summary of fair value measurements by level for certain assets measured at fair value on a recurring basis included in the accompanying consolidated balance sheets at December 31, 2014 and 2013 (in thousands):



	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
December 31, 2014
Assets:
CRDA deposits, net	$	—	$	—	$	24,384	$	24,384

December 31, 2013
Assets:
CRDA deposits, net	$	—	$	—	$	22,337	$	22,337

Funds on deposit with the CRDA are held in an interest bearing accounts by the CRDA. Interest is earned at the stated rate that approximates two-thirds of the current market rate for similar assets. The Company records charges to expense to reflect the lower return on investment and records the deposit at fair value. The fair value of the CRDA deposits, classified in the fair value hierarchy as Level 3, are estimated using valuation allowances calculated based on market rates for similar assets and other information received from the CRDA. See Note 9 - Investments for more detail related to the CRDA deposits.

The following table summarizes the changes in fair value of the Company's Level 3 CRDA deposits (in thousands):



	Year Ended December 31,
	2014			2013
Balance at January 1	$	22,337		$	22,764
Realized or unrealized losses	(705		)	(2,161		)
Additional CRDA deposits	3,998			2,869
Purchases of CRDA investments	(1,246		)	(1,135		)
Balance at December 31	$	24,384		$	22,337

Losses are recognized in general and administrative expense included in the accompanying consolidated statements of income. There were no transfers between fair value levels for 2014 or 2013.

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

The following table summarizes assets measured at fair value on a nonrecurring basis during the years ended December 31, 2014 and 2013 included in the accompanying consolidated balance sheets (in thousands):



	December 31, 2014				December 31, 2013
Category	Level 3 Asset		Recognized Loss		Level 3 Asset		Recognized Loss

Goodwill	$	15,857	$	9,071	$	—	$	—
Assets held for sale, net	—		—		7,601		2,611

For the assets held for sale, net, the Company recognizes the asset to be sold at the lower of carrying value or fair value less costs to sell. Fair value for assets held for sale is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. See Note 18 - Discontinued Operations for more detail related to the assets held for sale impairment analysis.

Long-term Debt

The Company's long-term debt is carried at amortized cost in the accompanying consolidated balance sheets. The fair value of the Company's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices for similar issues. The estimated fair value of long-term debt as of December 31, 2014 and 2013 is approximately $288.3 million and $300.7 million.

CRDA Bonds

The Company's CRDA bonds are classified as held-to-maturity since the Company has the ability and intent to hold these bonds to maturity under the CRDA, the Company is not permitted to do otherwise. The CRDA Bonds are initially recorded at a discount to approximate fair value. After the initial determination of fair value, the company will analyze the CRDA bonds quarterly for recoverability based on management's historical collection experience and other information received from the CRDA. If indications exist that the CRDA bond is impaired, additional valuation allowances will be recorded. The fair value of the Company's CRDA bonds are considered a Level 3 fair value measurement. The CRDA bonds carrying value as of December 31, 2014 and 2013 net of the unamortized discount and valuation allowance is $8.4 million and $8.7 million, respectively, which approximates fair value. See Note 9 - Investments for more detail related to the CRDA bonds.

NOTE 5—RECEIVABLES

Receivables consist of the following (in thousands):



	December 31,
	2014			2013
Casino	$	15,472		$	18,000
Hotel	4,897			4,539
Predecessors' administrative tax claim	—			10,478
Income tax receivable	—			1,266
Other	13,596			6,308
	33,965			40,591
Allowance for doubtful accounts	(11,252		)	(11,805		)
Receivables, net	$	22,713		$	28,786

The Predecessors' administrative tax claim amounts represented tax refund claims filed related to our Predecessors. In September 2014, the Company partially settled certain Predecessors' administrative tax claims resulting in an adjustment to receivables of $8.3 million (see Note 14 - Commitments and Contingencies for further discussion). In addition, the Company

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

wrote-off the remaining $2.2 million related to the Predecessors' administrative tax claims due to the statute of limitations expiring at the end of 2014.

During the years ended December 31, 2014, 2013 and 2012, the Company recognized bad debt expense of $2.2 million, $2.1 million and $2.4 million, respectively, and had write-offs, net of recoveries, related to uncollectable account receivables of $3.5 million, $2.4 million and $2.0 million, respectively, majority of which was related to Tropicana AC.

NOTE 6—PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):



	Estimated life (years)	December 31,
	Estimated life (years)	2014			2013
Land	—	$	115,947		$	89,724
Buildings and improvements	10 - 40	549,929			335,050
Furniture, fixtures and equipment	3 - 7	182,948			130,174
Riverboats and barges	5 - 15	16,908			18,990
Construction in progress	—	46,058			12,708
		911,790			586,646
Accumulated depreciation		(171,038		)	(125,901		)
Property and equipment, net		$	740,752		$	460,745

The increase in property and equipment from 2013 to 2014 is primarily attributed to the acquisition of Lumière Place on April 1, 2014 (see Note 3 - Lumière Place Acquisition). Depreciation expense for property and equipment totaled $50.4 million, $34.4 million and $31.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

NOTE 7—GOODWILL AND INTANGIBLE ASSETS

Goodwill and other indefinite-life intangible assets are subject to an annual assessment for impairment during the fourth quarter, or more frequently if there are indications of possible impairment, by applying a fair-value-based test.

Goodwill

Changes in the carrying amount of Goodwill by segment are as follows (in thousands):



	December 31, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Impairment			Net Carrying Value		Gross Carrying Amount		Accumulated Impairment			Net Carrying Value
Central	$	14,224	$	—		$	14,224	$	14,224	$	—		$	14,224
South and other	1,731		(1,731		)	—		1,731		(1,731		)	—
Corporate	10,704		(9,071		)	1,633		10,704		—			10,704
Total	$	26,659	$	(10,802	)	$	15,857	$	26,659	$	(1,731	)	$	24,928

During the first quarter of 2014, the Company determined there was an indication of impairment related to goodwill recorded at its Corporate segment which is tested at the Tropicana AC reporting unit level. The Company recognized a $9.1 million impairment of goodwill in the accompanying consolidated statement of income for the year ended December 31, 2014, due to Tropicana AC's carrying value exceeding its fair value.

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NOTES TO FINANCIAL STATEMENTS (Continued)

Intangible Assets

Intangible assets consist of the following (in thousands):



	Estimated life (years)	December 31,
	Estimated life (years)	2014			2013

Trade name	Indefinite	$	25,500		$	25,500
Gaming licenses	Indefinite	37,387			28,700
Customer lists	3	3,021			2,861
Favorable lease	5 - 42	15,374			15,645
Total intangible assets		81,282			72,706
Less accumulated amortization:
Customer lists		(2,901		)	(2,861		)
Favorable lease		(3,371		)	(2,831		)
Total accumulated amortization		(6,272		)	(5,692		)
Intangible assets, net		$	75,010		$	67,014

Upon the adoption of fresh-start reporting, the Company recognized an indefinite life trade name related to the "Tropicana" trade name and indefinite life gaming licenses related to entities that are located in gaming jurisdictions where competition is limited to a specified number of licensed gaming operators. In April 2014, indefinite life gaming licenses increased related to the acquisition of Lumière Place (see Note 3 - Lumière Place Acquisition). At December 31, 2014 the indefinite life gaming licenses consists of $28.7 million and $8.7 million related to Tropicana Evansville and Lumière Place, respectively. At December 31, 2013, the indefinite life gaming license of $28.7 million is related to Tropicana Evansville.

The gaming license associated with Lumière Place is valued based on the Greenfield method, which is the function of the cost to build a new casino operation, build-out period, projected cash flows attributed to the business once operational and a discount rate. The projected cash flows assumed a revenue growth rate of 2.0% and a effective tax rate of 38.1%. The discount rate assumed was 12.0%, based on the weighted average cost of capital plus a premium to reflect the risk of construction costs and timing.

Customer lists represent the value associated with customers enrolled in our customer loyalty programs and are amortized on a straight-line basis over three years. The customer lists valued upon adoption of fresh-start reporting and in connection with the Tropicana AC acquisition were fully amortized as of February 2013. In April 2014, customer lists increased related to the acquisition of Lumière Place (see Note 3 - Lumière Place Acquisition). Amortization expense related to customer lists, which is amortized to depreciation and amortization expense, for the year ended December 31, 2014 was less than $0.1 million. The amortization expense for the years ended December 31, 2013 and 2012 were $0.2 million and $1.0 million, respectively. Estimated annual amortization related to the Lumière Place customer list is anticipated to be $0.1 million in 2015 and 2016 and less than $0.1 million in 2017.

The customer list associated with Lumière Place is valued based on a market approach which considers the price that would be negotiated between a hypothetical buyer and seller. The price was calculated by using market rates for leased customer lists and multiplying it by a value multiple to convert the lease rates into purchase rates.

Favorable lease arrangements were valued upon adoption of fresh-start reporting and are being amortized to rental expense on a straight-line basis over the remaining useful life of the respective leased facility. In connection with the Tropicana AC acquisition, the Company also recognized intangible assets relating to favorable lease arrangements which are being amortized to tenant income on a straight-line basis over the terms of the various leases. Additionally, in connection with the acquisition of Tropicana Aruba, the Company recognized intangible assets relating to a favorable land lease arrangement which is amortized to rental expense on a straight-line basis over the remaining term of the land lease. Amortization expense related to favorable lease arrangements, which is amortized to rental expense or tenant income, as applicable, for the years ended December 31, 2014, 2013 and 2012, was $0.8 million, $0.8 million and $0.9 million, respectively. Estimated annual amortization related to the Company's favorable lease arrangements is anticipated to be $0.7 million in the year ending December 31, 2015 and $0.4 million in each of the years ending December 31, 2016, 2017, 2018 and 2019.

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NOTES TO FINANCIAL STATEMENTS (Continued)

Impairment of Intangible Assets

Annually management reviews the Trop AC tenant leases associated with the favorable lease arrangements for impairment. In the second quarter of 2012, management determined that there was a $1.8 million, net of accumulated amortization, impairment due to certain original tenant leases being terminated early. The remaining balance will continue to be amortized over the remaining useful life.

In the second quarter of 2012, the Company determined that certain lease arrangements valued upon adoption of fresh-start reporting were overstated; accordingly, the Company reduced the intangible asset, net of accumulated amortization, by $5.3 million as of June 30, 2012 (see Note 2 - Summary of Significant Accounting Policies - Favorable Lease Adjustment).

NOTE 8—IMPAIRMENT CHARGES, OTHER WRITE-DOWNS AND RECOVERIES

Impairment charges and other write-downs included in continuing operations consist of the following (in thousands):



	Year ended December 31,
	2014			2013		2012
Impairment of barge	$	—		$	439	$	—
Impairment of intangible assets	44			—		1,779
Loss on disposal of assets	1,082			48		109
Gain on insurance recoveries	(5,610		)	—		(4,318		)
Total impairment charges, other write-downs and recoveries	$	(4,484	)	$	487	$	(2,430	)

Jubilee Barge Impairment and Insurance Recovery

In January 2013, the Jubilee barge was damaged as a result of a high-wind storm. Due to the damage sustained the Company initially recorded a $0.4 million write-down of fixed assets which was included in the accompanying consolidated statement of income for the year ended December 31, 2013. The Company filed claims with its insurance carriers and received $0.7 million in insurance proceeds as of December 31, 2013. In January 2014, the Company settled the filed claims for $5.9 million and received the remaining $5.2 million in insurance proceeds related to the claims during the first quarter of 2014. As a result of the settlement, a gain of $4.4 million, net of expenses and write-downs, was included in the accompanying consolidated statement of income for the year ended December 31, 2014.

Superstorm Sandy Insurance Recovery

In October 2012, Superstorm Sandy forced a city-mandated closure of all casinos in Atlantic City for approximately five days. As a result, the Company filed a claim with the insurance carriers relating to the business interruption caused by Superstorm Sandy. The Company received a cash settlement of $1.3 million during the second quarter of 2014 which was recorded as a gain in the accompanying consolidated statement of income for the year ended December 31, 2014.

Flooding Related Expenses and Insurance Recoveries

Tropicana Greenville and Jubilee, both located in Greenville, Mississippi, closed for approximately 29 days in 2011, as a result of Mississippi River flooding. The Company filed claims with its insurance carriers for Tropicana Greenville and Jubilee under its property and business interruption policies. For the year ended December 31, 2012, the Company received $2.8 million in advances from its insurance carriers and substantially finalized its filed claims resulting in a gain of $4.3 million, net of expenses and write-downs, which is included in the accompanying consolidated statement of income for the year ended December 31, 2012. The proceeds are recognized in the accompanying consolidated statement of cash flows for the year ended December 31, 2012 as follows, $0.7 million in insurance proceeds for flood losses from business interruption in cash flows from operating activities and $2.1 million in insurance proceeds for flood losses in cash flows from investing activities.

NOTE 9—INVESTMENTS

The New Jersey Casino Control Act provides, among other things, for an assessment of licensees equal to 1.25% of gross gaming revenues and 2.5% of Internet gaming gross revenues in lieu of an investment alternative tax equal to 2.5% of gross

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NOTES TO FINANCIAL STATEMENTS (Continued)

gaming revenues and 5.0% on Internet gaming gross revenues. The Company may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the CRDA. Funds deposited with the CRDA may be used to purchase bonds designated by the CRDA or, under certain circumstances, may be donated to the CRDA in exchange for credits against future CRDA investment obligations. According to the Casino Control Act, funds on deposit with the CRDA are invested by the CRDA and the resulting income is shared two-thirds to the casino licensee and one-third to the CRDA. Further, the Casino Control Act requires that CRDA bonds be issued at statutory rates established at two-thirds of market value.

Investments consist of the following (in thousands):



	December 31,
	2014			2013
CRDA investment in bonds	$	16,409		$	16,542
Less unamortized discount	(4,306		)	(4,417		)
Less valuation allowance	(3,662		)	(3,463		)
CRDA deposits	32,257			29,538
Less valuation allowance	(7,873		)	(7,201		)
CRDA direct investments	1,292			4,022
Less valuation allowance	(1,292		)	(1,381		)
Total investments	$	32,825		$	33,640

The CRDA bonds have various contractual maturities that range from 2 to 40 years. Actual maturities may differ from contractual maturities because of prepayment rights.

During the years ended December 31, 2014, 2013 and 2012, the Company charged $1.6 million, $1.0 million and $0.5 million, respectively, to general and administrative expenses on the accompanying consolidated statements of income related to the CRDA valuation allowances. In addition, the Company recognized interest income of $1.7 million, $0.6 million and $0.4 million, respectively, related to the CRDA investments for the years ended December 31, 2014, 2013 and 2012.

NOTE 10—OTHER ASSETS

Other assets consist of the following (in thousands):



	December 31,
	2014		2013
Debt issuance costs	$	3,931	$	4,304
Tropicana Evansville prepaid rent	—		2,475
Deposits	3,951		4,812
Other	2,922		4,379
Other assets	$	10,804	$	15,970

NOTE 11—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):



	December 31,
	2014		2013
Accrued payroll and benefits	$	29,709	$	24,697
Accrued gaming and related	16,687		10,564
Accrued taxes	16,963		9,587
Predecessors' administrative tax claim	—		9,792
Other accrued expenses and current liabilities	15,578		9,715
Total accrued expenses and other current liabilities	$	78,937	$	64,355

The Predecessors' administrative tax claim amounts represented certain tax liabilities related to our Predecessors. In September 2014, the Company partially settled certain Predecessors' administrative tax claims resulting in an adjustment to accrued expenses and other current liabilities of $8.3 million (see Note 14 - Commitments and Contingencies for further

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

discussion). In addition, in December 2014 the Company wrote-off the remaining $1.5 million related to the Predecessors' administrative tax claims due to the statutes of limitations expiring at the end of 2014.

NOTE 12—DEBT

Debt consists of the following (in thousands):



	December 31,
	2014			2013
New Term Loan Facility, due 2020, interest at 4.0% at December 31, 2014 and 2013, net of unamortized discount of $1.3 and $1.5 million at December 31, 2014 and 2013.	$	294,992		$	297,771
Less current portion of debt	(3,000		)	(3,000		)
Total long-term debt, net	$	291,992		$	294,771

New Credit Facilities

On November 27, 2013, the Company entered into (i) a senior secured first lien term loan facility in an aggregate principal amount of $300 million, issued at a discount of 0.5% (the “New Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $15 million (the “Revolving Facility” and, together with the New Term Loan Facility, the “New Credit Facilities”). Commencing on December 31, 2013, the New Term Loan Facility will amortize in equal quarterly installments in an amount of $750,000, with any remaining balance payable on the final maturity date of the New Term Loan Facility, which is November 27, 2020. Amounts under the Revolving Facility are available to be borrowed and re-borrowed until its termination on November 27, 2018.

Approximately $172.4 million of the net proceeds from the New Credit Facilities were used to repay in full the principal amounts outstanding under the Company's existing Credit Facilities. The Credit Facilities were terminated effective as of November 27, 2013. The Company also recognized a $4.9 million loss on debt retirement which related to the write-off of unamortized debt issuance costs and discounts.

The New Term Loan Facility accrues interest, at the Company's option, at a per annum rate equal to either (i) the LIBO Rate (as defined in the Credit Agreement) (subject to a 1.00% floor) plus an applicable margin equal to 3.00%, or (ii) the alternate base rate (as defined in the Credit Agreement) (subject to a 2.00% floor) plus an applicable margin equal to 2.00%; such that in either case, the applicable interest rate shall not be less than 4.0%. The Revolving Facility accrues interest, at the Company's option, at a per annum rate equal to either (i) the LIBO Rate plus an applicable margin ranging from 2.00% (if the total net leverage ratio is less than 2.50:1.00) to 2.50% (if the total net leverage ratio is greater than or equal to 3.00:1.00); or (ii) the alternate base rate plus an applicable margin ranging from 1.00% (if the total net leverage ratio is less than 2.50:1.00) to 1.50% (if the total net leverage ratio is greater than or equal to 3.00:1.00). The interest rate increases by 2.00% following certain defaults. As of December 31, 2014, the interest rate on the New Term Loan Facility was 4.0% and no amounts were outstanding under the Revolving Facility.

The New Credit Facilities are guaranteed by all of the Company's domestic subsidiaries and additional subsidiaries may be required to provide guarantees, subject to limited exceptions. The New Credit Facilities are secured by a first lien on substantially all assets of the Company and the domestic subsidiaries that are guarantors, with certain limited exceptions. Subsidiaries that become guarantors will be required, with certain limited exceptions, to provide first liens and security interests in substantially all their assets to secure the New Credit Facilities.

At the election of the Company and subject to certain conditions, including a maximum senior secured net leverage ratio of 3.25:1.00, the amount available under the New Credit Facilities may be increased, which increased amount may be comprised of additional term loans and revolving loans.

The New Term Loan Facility may be prepaid at the option of the Company at any time without penalty (other than customary LIBO Rate breakage fees). The Company is required to make mandatory payments of the New Credit Facilities with (i) net cash proceeds of certain asset sales (subject to reinvestment rights), (ii) net cash proceeds from certain issuances of debt and equity (with certain exceptions), (iii) up to 50% of annual excess cash flow (as low as 0% if the Company's total leverage ratio is below 2.75:1.00), and (iv) certain casualty proceeds and condemnation awards (subject to reinvestment rights).

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Key covenants binding the Company and its subsidiaries include (i) limitations on indebtedness, liens, investments, acquisitions, asset sales, dividends and other restricted payments, and affiliate and extraordinary transactions, and (ii) if, as of the last day of any fiscal quarter, the amount of outstanding revolving loans exceed 35% of the permitted borrowing under the Revolving Facility, compliance with a maximum senior secured net leverage ratio test of 3.25:1.00. Key default provisions include (i) failure to repay principal, interest, fees and other amounts owing under the facility, (ii) cross default to certain other indebtedness, (iii) the rendering of certain judgments against the Company or its subsidiaries, (iv) failure of security documents to create valid liens on property securing the New Credit Facilities and to perfect such liens, (v) revocation of casino, gambling, or gaming licenses, (vi) the Company's or its material subsidiaries' bankruptcy or insolvency; and (vii) the occurrence of a Change of Control (as defined in the Credit Agreement). Many defaults are also subject to cure periods prior to such default giving rise to the right of the lenders to accelerate the loans and to exercise remedies. The Company was in compliance with the covenants of the New Term Loan Facility at December 31, 2014.

Scheduled maturities of the Company's long-term debt at December 31, 2014 are as follows (in thousands):



Years ending December 31,
2015	$	3,000
2016	3,000
2017	3,000
2018	3,000
2019	3,000
Thereafter	281,250
Total scheduled maturities	296,250
Unamortized debt discount	(1,258		)
Total long-term debt	$	294,992

Credit Facilities

In March 2012, the Company entered into the credit facilities (the "Credit Facilities"), which consisted of (i) a senior secured first lien term loan facility in an aggregate principal amount of $175 million, issued at a discount of 2% (the "Term Loan Facility") and (ii) a cash collateralized letter of credit facility in a maximum aggregate amount of $15 million (the "Letter of Credit Facility"). Commencing on June 30, 2012 under the Credit Facilities, the Term Loan Facility required quarterly principal payments of 0.25% of the original principal amount with any remaining outstanding amounts due on the maturity date, March 16, 2018. The Term Loan Facility was secured by substantially all of the Company's assets and was guaranteed by all of the Company's domestic subsidiaries. A portion of the net proceeds from the Term Loan Facility was used to repay in full the amounts outstanding under the Exit Facility, which totaled approximately $107.7 million in repaid principal, accrued and unpaid interest and the applicable prepayment penalty. During the year ended December 31, 2012 the Company recognized a $12.8 million loss on debt retirement which consists of a $2.0 million prepayment penalty and a $10.8 million write-off of unamortized debt issuance costs and discounts. The obligations under the Term Loan Facility accrued interest as defined in the Term Loan Facility such that the applicable interest rate was not less than 7.50%. In November 2013, the Credit Facilities were paid in full and terminated.

Exit Facility

On December 29, 2009, TEI entered into a credit facility (the "Exit Facility") with multiple lenders including entities affiliated with Mr. Icahn ("Icahn Affiliates"), as further discussed in Note 13 - Related Party Transactions, which consisted of (i) a $130 million senior secured term loan credit facility issued at a discount of 7% (the "Exit Term Loan Facility") and (ii) a $20 million senior secured revolving credit facility (the "Exit Revolving Facility"). The Exit Facility would have matured on March 8, 2013. The Exit Term Loan Facility required mandatory principal payments of $1.3 million annually on March 8, 2011 and 2012. In addition to the required principal payments the Company made a $25.0 million principal pre-payment in December 2011 and recognized a $2.4 million loss related to that prepayment. The Exit Revolving Facility generally did not require mandatory borrowing or principal payments. Additionally, the Company issued 1,312,500 Penny Warrants to purchase its Common Stock at a strike price of $0.01 to participating lenders under the Exit Facility. All amounts outstanding under the Exit Facility accrued interest at a rate per annum of 15% so long as no default or event of default had occurred and was continuing, or at a rate per annum of 17% in the event that a default or event of default has occurred and is continuing. In addition, the Company was required to pay an annual administrative fee of $100,000 and an unused line fee equal to 0.75% of the daily average undrawn portion of the Revolving Facility. The Exit Facility was guaranteed by substantially all the existing and future subsidiaries of TEI. In March 2012 the Company paid in full the remaining outstanding amounts and terminated the Exit Facility.

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NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 13—RELATED PARTY TRANSACTIONS

Icahn Affiliates

On May 4, 2009, pursuant to the Plan, the Company entered into a commitment letter (the "Commitment Letter") with Icahn Affiliates, pursuant to which Icahn Affiliates committed to provide, on a fully underwritten basis, the Exit Facility. At the time of the repayment of the Exit Facility in March 2012, an entity affiliated with Mr. Icahn was a lender under the Exit Facility and held more than 50% of the loans extended under the Exit Facility. In addition, another entity affiliated with Mr. Icahn was the administrative agent and collateral agent under the Exit Facility. In March 2012, when the Exit Facility was repaid in full, the Company paid a prepayment penalty to the lenders of $2.0 million and expensed the remaining unamortized debt issuance costs of $2.7 million to loss on debt retirement in the year ended December 31, 2012.

Insight Portfolio Group LLC (formerly Icahn Sourcing, LLC)

Icahn Sourcing, LLC ("Icahn Sourcing") is an entity formed by Mr. Icahn in order to maximize the potential buying power of a group of entities with which Mr. Icahn has a relationship in negotiating rates with a wide range of suppliers of goods, services and tangible and intangible property. The Company was a member of the buying group in 2012 and, as such, was afforded the opportunity to purchase goods, services and property from vendors with whom Icahn Sourcing had negotiated rates and terms. Icahn Sourcing did not guarantee that the Company would purchase any goods, services or property from any such vendors, and the Company was under no obligation to do so. Prior to December 31, 2012, the Company did not pay Icahn Sourcing any fees or other amounts with respect to the buying group arrangement.

Effective January 1, 2013, Icahn Sourcing restructured its ownership and changed its name to Insight Portfolio Group LLC (“Insight Portfolio Group”). In connection with the restructuring, the Company acquired a minority equity interest in Insight Portfolio Group and agreed to pay a portion of Insight Portfolio Group's operating expenses in 2013. In addition to the minority equity interest held by the Company, a number of other entities with which Mr. Icahn has a relationship also acquired equity interests in Insight Portfolio Group and also agreed to pay certain of Insight Portfolio Group's operating expenses in 2013. The Company may purchase a variety of goods and services as a member of the buying group at prices and on terms that the Company believes are more favorable than those which would be achieved on a stand-alone basis. The Company paid Insight Portfolio Group $0.3 million in each of the years ended December 31, 2014 and 2013.

NOTE 14—COMMITMENTS AND CONTINGENCIES

Leases

MontBleu Lease

The Company has a lease agreement with respect to the land and building which MontBleu operates, through December 31, 2028. Under the terms of the lease, rent is $333,333 per month, plus 10% of annual gross revenues in excess of $50 million through December 31, 2011. After December 31, 2011, rent is equal to the greater of (i) $333,333 per month as increased by the same percentage that the consumer price index has increased from 2009 thereafter, plus 10% of annual gross revenues in excess of a Breakpoint as defined in the terms of the lease agreement, or (ii) 10% of annual gross revenues. In connection with fresh-start reporting, the Company recognized an unfavorable lease liability of $9.6 million related to this lease that will be amortized on a straight-line basis to rental expense over the remaining term of the lease. The unfavorable lease liability balance was $7.2 million and $7.7 million as of December 31, 2014 and 2013, respectively, of which $6.7 million and $7.2 million is included in other long-term liabilities on the accompanying consolidated balance sheets as of December 31, 2014 and 2013, respectively.

In October 2014, Columbia Properties Tahoe, LLC (“CPT”), the Company’s subsidiary that owns MontBleu, entered into a lease amendment with Edgewood Companies (“Landlord”) pursuant to which CPT agreed to expend $24.0 million by March 31, 2016 on capital renovation projects in exchange for certain lease modifications including future capital expenditure requirements and a Landlord acknowledgment that upon completion of the capital renovation project the property will satisfy the “first class” facility requirements of the lease.

Tropicana Evansville Land Lease

The Company leases from the City of Evansville, Indiana approximately ten acres of the approximately 20 acres on which Tropicana Evansville is situated. Under the terms of the lease, the Company may extend the lease term through November 30, 2040 by exercising up to seven five-year renewal options. In March 2010, the Company amended the Tropicana Evansville land lease and exercised its second of its seven renewal options which extends the lease term through November

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NOTES TO FINANCIAL STATEMENTS (Continued)

2015. Under the terms of the lease renewal, effective December 1, 2010, the Company is required to pay a percentage of the adjusted gross receipts ("AGR") for the year in rent with a minimum annual rent of no less than $2.0 million. The percentage rent shall be equal to 2% of the AGR up to $25 million, plus 4% of the AGR in excess of $25 million up to $50 million, plus 6% of the AGR in excess of $50 million up to $75 million, plus 8% of the AGR in excess of $75 million up to $100 million and plus 12% of the AGR in excess of $100 million. In accordance with the lease renewal, during the 2010 the Company paid a total of $13.5 million for the prepayment of rent to the City of Evansville for the period between January 2011 and December 2015.

Belle of Baton Rouge Lease

Belle of Baton Rouge leases certain land and buildings under separate leases, with annual payments of $0.2 million. In addition, Belle of Baton Rouge leases a parking lot with annual base rent of approximately $0.4 million, plus 0.94% of annual adjusted gross revenue in excess of $45 million but not to exceed $80 million through August 2015.

Tropicana Greenville Lease

Tropicana Greenville leases approximately four acres of land on which the casino and parking facilities of the casino are situated. Tropicana Greenville is required to pay an amount equal to 2% of its monthly gross gaming revenues in rent, with a minimum monthly payment of $75,000. In addition, in any given year in which annual gross gaming revenues exceed $36.6 million, Tropicana Greenville is required to pay 8% of the excess amount as rent pursuant to the terms of the lease. The current lease expires in 2019 with options to extend its term through 2044.

In October 2013, Tropicana Greenville entered into an additional lease agreement with the City of Greenville, Mississippi, for a parcel of land adjacent to Tropicana Greenville upon which the Company intends to construct a parking lot in conjunction with its plans to expand the Tropicana Greenville casino. The initial term of the lease expires in August 2020, and the Company has several options to extend the lease for a total term of up to twenty-five years. Initial annual rent is $0.4 million with rent adjustments in option periods based upon the Consumer Price Index.

Tropicana Aruba Land Lease

The Company assumed a land lease in August 2010 for approximately 14 acres of land on which Tropicana Aruba is situated through July 30, 2051. Under the terms of the land lease, the annual rent is $93,000.

Operating Leases

In addition to the above land and building leases, the Company leases various land parcels, buildings and equipment used in its operations including the office space for its corporate office in Las Vegas, Nevada. Future minimum rental payments, excluding the prepayment of rent to the City of Evansville, that have initial or remaining non-cancelable lease terms (excluding renewable periods) in excess of one year as of December 31, 2014 are as follows (in thousands):



Years ending December 31,
2015	$	6,761
2016	6,525
2017	6,102
2018	6,018
2019	5,929
Thereafter	44,326
Total	$	75,661

Rent expense included in continuing operations totaled approximately $15.1 million, $14.0 million and $16.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Other Commitments and Contingencies

2011 New Jersey Legislation

On February 1, 2011, New Jersey enacted legislation (the "Tourism District Bill") that delegates redevelopment authority and creation of a master plan to the CRDA and allowed the CRDA the ability to enter into a five year public private partnership with the casinos in Atlantic City that have formed the Atlantic City Alliance ("ACA") to jointly market the city. The legislation obligates the Atlantic City casinos either through the ACA or, if not a member of the ACA, through individual assessments, to

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

provide funding for the Tourism District Bill in the aggregate amount of $30.0 million annually through 2016. Each Atlantic City casino's proportionate share of the assessment will be based on the gross revenue generated in the preceding fiscal year. The Company paid $3.2 million, $2.4 million and $2.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company estimates its portions of these industry obligations to be approximately 11.2%.

New Jersey CRDA

Under current New Jersey law, the New Jersey Casino Control Commission imposes an annual tax of 8% on gross casino revenue and commencing with the operations of Internet Gaming, an annual tax of 15% on Internet gaming gross revenue. Pursuant to New Jersey law, casino license holders or Internet gaming permit holders (as applicable) are required to invest an additional 1.25% of gross casino revenue and 2.5% of Internet gaming gross revenue for the purchase of bonds to be issued by the CRDA or to make other approved investments equal to those amounts; and in the event the investment requirement is not met, the casino license holder or Internet gaming permit holder (as applicable) is subject to a tax of 2.5% on gross casino revenue and 5.0% on Internet gaming gross revenue. As mandated by New Jersey law, the interest rate of the CRDA bonds purchased by the licensee will be two thirds of the average market rate for bonds available for purchase and published by a national bond index at the time of the CRDA bond issuance.

Wimar and CSC Administrative Expense Claims

On March 31, 2009, Wimar Tahoe Corporation ("Wimar") and Columbia Sussex Corporation ("CSC") filed separate proceedings with the Bankruptcy Court related to administrative expense claims against the Predecessors. On August 4, 2010, Wimar and CSC separately filed motions for summary judgment seeking payment on account of these claims from the Company totaling approximately $5.4 million, which was recorded as a liability upon emergence from bankruptcy and is included in accounts payable in our accompanying consolidated balance sheets as of December 31, 2014 and 2013. In its objection to Wimar and CSC's motions for summary judgment, the Company disputes the administrative expense and/or priority status of certain amounts claimed and also contends that any payment to CSC or Wimar should await the resolution of the adversary proceeding instituted by Lightsway Litigation Services, LLC, as Trustee of the Tropicana Litigation Trust established in the voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, against CSC and Wimar. On June 24, 2011, the Company, CSC, and Wimar, along with certain other parties, participated in mediation concerning Wimar and CSC's claims, but the mediation terminated without resolution of the claims. Oral argument on the summary judgment motions were conducted on September 27, 2011 and November 22, 2011 the parties are awaiting the Court's decision regarding these motions.

Tropicana AC Tax Appeal Settlement

In January 2013 we settled outstanding real estate tax appeals involving our Tropicana AC property with the City of Atlantic City. The settlement involves the tax years 2008 through 2012 and also covers negotiated real estate assessments for 2013 and 2014. Under the terms of the settlement, Tropicana AC was to receive a $49.5 million refund in the form of credits against annual real estate tax bills beginning in 2013 and ending in 2017. The credits were to be front-loaded in 2013 and 2014 so that after the credits are applied, Tropicana paid $1.8 million in taxes in 2013. The Company utilized $16.0 million of credits as a reduction to operating expenses in the year ended December 31, 2013. In addition, the Company expensed $4.1 million in professional fees related to this settlement in the year ended December 31, 2013. In January 2014, the Company received $31.7 million in cash as payment to satisfy future credits which amount is included in the line item called Property tax settlement in the accompanying consolidated statement of income for the year ended December 31, 2014.

UNITE HERE

In September 2011, the collective bargaining agreement between Tropicana AC and UNITE HERE Local 54 expired and Tropicana AC continued to voluntarily contribute to the UNITE HERE National Retirement Fund Rehabilitation Plan (the "NRF") after the September 2011 expiration date through February 25, 2012 (at which time Tropicana AC declared an impasse in the collective bargaining negotiations and ceased contributions to the NRF). UNITE HERE subsequently filed a charge with the National Labor Relations Board (the "NLRB") alleging that Tropicana AC's declarations of an impasse violated the National Labor Relations Act. Tropicana AC contested this charge. In addition, in January 2012 the NRF's legal counsel sent a letter to Tropicana AC asserting that any withdrawal from the NRF would not be entitled to the NRF's "Free Look Rule" and would trigger a withdrawal liability and in November 2013 Tropicana AC was advised by UNITE HERE that the NRF had estimated Tropicana AC’s withdrawal liability from the NRF to be approximately $4 million. In May 2014 Tropicana AC and UNITE HERE Local 54 entered into a new collective bargaining agreement as well as a settlement agreement pursuant to which, among other things, the NLRB charge and related charges filed by both parties were withdrawn. In addition, Tropicana

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

AC entered into a settlement agreement with the NRF pursuant to which Tropicana AC paid approximately $4 million to the NRF in settlement of all outstanding withdrawal liability claims.

In July 2014, Tropicana AC and UNITE HERE each provided notice to the other of their respective intentions to renegotiate their existing collective bargaining agreement due to expire on September 14, 2014. Subsequently, UNITE HERE requested that Tropicana AC extend the collective bargaining agreement for an additional six months, which request was rejected by Tropicana AC. The collective bargaining agreement expired on September 14, 2014. Tropicana AC has requested that UNITE HERE provide Tropicana AC with detailed information related to the UNITE HERE Health Fund, which information is essential for Tropicana AC to prepare for negotiation of a new collective bargaining agreement. UNITE HERE has yet to provide Tropicana AC with any of the requested information.

Indiana Gross Income Tax Appeals

In September 2014 we settled gross income tax litigation pending with the State of Indiana related to our Predecessors, Aztar Missouri Gaming Corporation ("AMO") and Aztar Indiana Gaming Corporation and its successor, Aztar Indiana Gaming, LLC (collectively, "AIN") pursuant to which we paid the State of Indiana a settlement in the amount of $0.6 million and withdrew gross income tax refund claims related to AIN and AMO for the tax years 2004 through 2008 in exchange for a dismissal of tax assessments against AIN for the tax year 2008, and an exchange of mutual releases between the parties related to Indiana gross income tax assessments and refund claims for the tax years 2004 through 2008. As a result, the Company recorded adjustments to both its Predecessors' administrative tax claim receivable and accrual in the amount of $8.3 million (see Note 5 - Receivables and Note 11 - Accrued Expenses and Other Current Liabilities).

Predecessor Claim Settlements

In December 2014, the Company settled certain claims related to the Predecessors which resulted in a one time gain of $52.7 million included in the accompanying consolidated statement of income during the year ended December 31, 2014.

Litigation in General

The Company is a party to various litigation that arises in the ordinary course of business. In the opinion of management, all pending legal matters are either adequately covered by insurance or, if not insured, will not have a material adverse effect on the financial position or the results of operations of the Company.

NOTE 15—STOCKHOLDERS' EQUITY

Common Stock

The Company is authorized to issue up to 100 million shares of its common stock, $0.01 par value per share ("Common Stock"), of which 26,312,500 shares were issued and outstanding as of December 31, 2014. Each holder of Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. The holders of Common Stock have no cumulative voting rights, preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. Subject to any preferences that may be granted to the holders of the Company's preferred stock, each holder of Common Stock is entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefore, as well as any distributions to the stockholders and, in the event of the Company's liquidation, dissolution or winding up is entitled to share ratably in all the Company's assets remaining after payment of liabilities.

Preferred Stock

The Company is authorized to issue up to 10 million shares of preferred stock, $0.01 par value per share, of which none were issued as of December 31, 2014. The Board of Directors, without further action by the holders of Common Stock, may issue shares of preferred stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversion rights and the description and number of shares constituting any wholly unissued series of preferred stock. Except as described above, the Board of Directors, without further stockholder approval, may issue shares of preferred stock with rights that could adversely affect the rights of the holders of Common Stock. The issuance of shares of preferred stock under certain circumstances could have the effect of delaying or preventing a change of control of TEI or other corporate action.

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Warrants

In accordance with the Plan, holders of the Predecessors' $960 million of 95/8% Senior Subordinated Notes and general unsecured claims received warrants to purchase 3,750,000 shares of Common Stock ("Ordinary Warrants"). The Ordinary Warrants have a four year, six month term and an exercise price of $52.44 per share. The Company evaluated the Ordinary Warrants under current accounting pronouncements and determined they were properly classified as equity on the accompanying consolidated balance sheets. The Company valued the Ordinary Warrants using the Black-Scholes option valuation model assuming a life of 4.5 years, a volatility factor of 61% and a risk free interest rate of 2.36%. The resulting value of $11.5 million was recorded as a reorganization item of the Predecessors statements of operations. As of September 2014, the term on the Ordinary Warrants have expired and the value of the warrants are included in additional paid in capital.

In addition, pursuant to the terms of the Exit Facility, the Company issued Penny Warrants to purchase 1,312,500 shares of Common Stock at a strike price of $0.01 to participating lenders on the Effective Date. The Penny Warrants had a term of 3 months. The Company valued the Penny Warrants using the Black-Scholes option valuation model assuming a life of 0.24 years, a volatility factor of 41% and a risk free rate of 0.16%. During the Successor Period, all the 1,312,500 Penny Warrants were exercised at $0.01 per share. The resulting value of $19.5 million was treated as a debt discount and the unamortized balance was netted against the carrying value of the Exit Facility prior to March 2012. The discount was amortized at a constant rate applied to the outstanding balance of the Exit Facility with a corresponding increase in non-cash interest expense. The unamortized balance of $5.5 million was included in the loss on debt retirement in March 2012 when the Exit Facility was repaid in full.

Significant Ownership

At December 31, 2014, Mr. Icahn indirectly controlled approximately 67.9% of the voting power of the Company's Common Stock and, by virtue of such stock ownership, is able to control or exert substantial influence over the Company, including the election of directors. The existence of a significant stockholder may have the effect of making it difficult for, or may discourage or delay, a third party from seeking to acquire a majority of the Company's outstanding Common Stock. Mr. Icahn's interests may not always be consistent with the Company's interests or with the interests of the Company's other stockholders. Mr. Icahn and entities controlled by him may also pursue acquisitions or business opportunities that may or may not be complementary to the Company's business. To the extent that conflicts of interest may arise between the Company and Mr. Icahn and his affiliates, those conflicts may be resolved in a manner adverse to the Company or its other shareholders.

NOTE 16—BASIC AND DILUTED NET INCOME PER SHARE

The Company computes net income per share in accordance with accounting guidance that requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income for the period by the weighted average number of shares outstanding during the period. Diluted EPS is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period, increased by potentially dilutive common shares that were outstanding during the period. Potentially dilutive common shares include warrants. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive.

Excluded from the calculation of diluted EPS for 2013 and 2012 are the Ordinary Warrants to purchase 3,750,000 shares of our common stock as they were anti-dilutive. The Ordinary Warrants expired in 2014.

NOTE 17—EMPLOYEE BENEFIT PLANS

Retirement Plans

The Company does not sponsor a defined benefit plan. The Company offers a defined contribution 401(k) plan, which covers substantially all employees who are not covered by a collective bargaining agreement and who reach certain age and length of service requirements. Plan participants can elect to defer before tax compensation through payroll deductions. Such deferrals are regulated under Section 401(k) of the Internal Revenue Code. The plan allows for the Company to make an employer contribution on the employee's behalf at the Company's discretion. The Company commenced employer contributions at Lumière Place upon acquisition of the property on April 1, 2014. The Lumière Place contributions were funded from forfeited amounts included in our 401(k) plan. The Company expensed no matching contributions in 2014, 2013 or 2012.

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

Multiemployer Pension Plans

At December 31, 2014 and 2013 we had collective bargaining agreements with unions covering certain employees. Since February 2012, the Company has not participated in any union-sponsored, collectively bargained, multiemployer defined benefit pension plans. The risks of participating in multiemployer pension plans are different from single-employer pension plans in the following aspects: (i) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (ii) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (iii) if the Company stops participating in some of its multiemployer pension plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.

The Company made no contributions to these multiemployer plans for the years ended December 31, 2014 and 2013, and $0.5 million for the year ended December 31, 2012. The contributions made in 2012 do not represent more than 5% of total contribution to those plans. The Company's participation in the individually significant plan is outlined in the table below:

Pension Fund

EIN/Pension Plan number

Pension Protection Act Status

Contributions
(in thousands)

Funding Improvement Plan/ Rehabilitation Plan Status

Surcharge Paid

2014

2013

2012

UNITE HERE National Retirement Fund

13-6130178 / 001

Red ^(a)

—

461

Implemented

^(a)On March 31, 2010, this fund was certified in critical status under the federal multiemployer plan funding laws pursuant to the Pension Protection Act of 2006.

Under the UNITE HERE National Retirement Fund Rehabilitation Plan (the "NRF"), the Company paid increased contributions from January 2012 until the Company withdrew from the plan on February 25, 2012. Subsequent to the withdrawal, the NFR asserted a withdrawal liability claim against the Company in the approximate amount of $4 million. In May 2014 Tropicana AC and UNITE HERE Local 54 entered into a new collective bargaining agreement as well as a settlement agreement pursuant to which, among other things, the Company began to accrue contributions towards a new single employer Variable Annuity Pension Plan for certain Tropicana AC Local 54 employees. In addition, Tropicana AC entered into a settlement agreement with the NRF pursuant to which Tropicana AC paid approximately $4 million to the NRF in settlement of all outstanding withdrawal liability claims.

In April 2012, the International Union of Operating Engineers Local 68 Pension Fund (the “Local 68 Pension Plan”) asserted that Tropicana AC withdrew from the Local 68 Pension Plan on March 7, 2010 and therefore owed approximately $4.2 million in withdrawal liability to the Local 68 Pension Fund for periods predating March 7, 2010. Tropicana AC did not become a participating employer in the Local 68 Pension Fund until March 8, 2010 and continued its participation through June 30, 2010 at which time it withdrew and was assessed an approximate $0.3 million withdrawal liability which it paid in 2011. Tropicana AC does not believe it has any liability for and is contesting the Local 68 Pension Fund claims for withdrawal liability for any periods prior to March 7, 2010.

NOTE 18—DISCONTINUED OPERATIONS

As discussed in Note 1- Basis of Presentation and Organization, in April 2013, the Company entered into an agreement to sell substantially all of the assets and certain liabilities of River Palms. In accordance with accounting guidance for assets held for sale, the results of operations for River Palms are presented as discontinued operations in the accompanying consolidated statements of income while its assets and liabilities are presented as held for sale in the accompanying consolidated balance sheet as of December 31, 2013. The cash flows of the discontinued operations are included with the cash flows of continuing operations in the accompanying consolidated statements of cash flows for all periods presented. In October 2013, the Company notified the buyers that it had elected to terminate the agreement to sell River Palms, pursuant to the terms of the agreement.

The Company continued to actively market the property and on July 1, 2014, sold River Palms to Nevada Restaurant Services, Inc. and its affiliate, Laughlin Hotel, LLC. Pursuant to the terms of the asset purchase agreement substantially all of the assets associated with the operation of River Palms were sold for approximately $6.8 million in cash and the assumption of certain liabilities. Concurrently with the sale, River Palms was leased back until September 2014 when the Company

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

terminated the lease and discontinued its operations. The sale resulted in a loss of $0.2 million which is included in the loss from discontinued operations for the year ended December 31, 2014.

The assets and liabilities of River Palms are presented as held for sale as follows (in thousands, unaudited):




	2013
Cash	$	2,138
Receivables, net	245
Property and equipment, net	6,147
Other assets	719
Total assets held for sale	$	9,249

Accounts payable	$	411
Accrued expenses and other liabilities	1,237
Total liabilities related to assets held for sale	$	1,648

Operating results of discontinued operations are summarized as follows (in thousands, unaudited):



	Year ended December 31,
	2014			2013			2012
Net revenues	$	11,964		$	17,484		$	19,430
Operating costs and expenses	(12,954		)	(18,721		)	(20,703		)
Impairment of discontinued operations	—			(2,611		)	—
Loss from operations	(990		)	(3,848		)	(1,273		)
Income (loss) from disposal of discontinued operations, net	(233		)	—			—
Income tax benefit (expense)	(406		)	104			(540		)
Loss from discontinued operations, net	$	(1,629	)	$	(3,744	)	$	(1,813	)

Preliminary Loss Related to Sale

The Company compared its carrying value of River Palms to the estimated sale price less estimated costs to complete the sale and recorded a preliminary loss on the sale of River Palms of $2.6 million which is included in the loss from discontinued operations for the year ended December 31, 2013.

NOTE 19—INCOME TAXES

The Company files a consolidated federal income tax return and for the years ended December 31, 2014, 2013 and 2012 is the common parent for income tax purposes.

The income tax expense (benefit) attributable to net income from continuing operations before income taxes is as follows (in thousands):



	Year ended December 31,
	2014			2013		2012
Current:
Federal	$	33,348		$	—	$	(313	)
State	5,403			2,443		3,268
Total current	38,751			2,443		2,955
Deferred:
Federal	(176,140		)	84		(84		)
State	(2,620		)	7		(7		)
Total deferred	(178,760		)	91		(91		)
Expense (benefit) from income taxes	$	(140,009	)	$	2,534	$	2,864

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

A reconciliation of the federal income tax statutory rate and the effective tax rate is as follows:



	Year ended December 31,
	2014		2013		2012
Federal statutory rate	35.0	%	35.0	%	35.0	%
Employment credits	(0.1	)	(2.0	)	—
Permanent differences	2.8		1.3		1.8
Disallowed foreign activity	0.2		1.2		4.2
State tax	1.3		7.4		9.4
Valuation allowance	(163.2	)	(32.5	)	(38.4	)
Effective tax rate	(124.0	)%	10.4	%	12.0	%

The major tax-effected components of the net deferred tax asset (liability) are as follows (in thousands):



	December 31,
	2014			2013
Deferred tax assets:
Receivables	$	4,550		$	4,787
Accrued compensation	6,519			3,772
Reserves/accrued liabilities	3,392			1,991
Net operating loss carryforward	61,756			68,368
Property and equipment	131,405			135,385
Credits/carryforwards	132			2,320
Other assets	2,727			2,661
Gross deferred tax assets	210,481			219,284
Valuation allowance	(26,409		)	(214,606		)
Total deferred tax assets	$	184,072		$	4,678

Deferred tax liabilities:
Deductible prepaid expenses	$	(4,256	)	$	(3,529	)
Intangible assets	(20,715		)	(20,808		)
Total deferred tax liabilities	(24,971		)	(24,337		)
Net deferred tax assets (liabilities)	$	159,101		$	(19,659	)

As of March 8, 2010, the Company had various net deferred tax assets made up primarily of the expected future tax benefit of net operating loss carryforwards and excess tax basis not yet deductible for tax purposes. A valuation allowance was provided in full against these net deferred tax assets upon the Company’s emergence from bankruptcy. During 2014, the Company reduced the valuation allowance related to the remaining net tax assets by $188.2 million. In connection with determining the amount of the reduction of the valuation allowance, the Company identified an immaterial amount of $3.5 million in the initial measurement of the deferred tax asset and related valuation allowance. This difference is reflected in the 2013 amounts above. The reduction in the valuation allowance is a result of the Company analyzing all positive and negative evidence and concluding that it is more likely than not that it will generate future taxable income to utilize this portion of net deferred tax assets. The benefit from this reduction in the valuation allowance was recorded as an income tax benefit for 2014.

The Company has federal net operating loss carryforwards pursuant to the acquisition of Adamar. Internal Revenue Code Section 382 ("Section 382") places certain limitations on the annual amount of net operating loss carryforwards that can be utilized when a change of ownership occurs. The Company believes its acquisition of Adamar was a change in ownership pursuant to Section 382. As a result of the annual limitation, the net operating loss carryforward amount available to be used in future periods is approximately $161.2 million and will begin to expire in 2028 and forward.

Accounting for uncertainty in income taxes prescribes a threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The accounting standards also require that the tax positions be assessed using a two-step process. A tax position is recognized if it meets a "more-likely-than-not" threshold and is measured at the largest amount of benefit that is greater than 50% likely of being realized. Uncertain tax

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

positions must be reviewed at each balance sheet date. Liabilities recognized as a result of this analysis must generally be recorded separately from any current or deferred income tax accounts.

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows (in thousands):



	December 31,
	2014		2013		2012
Unrecognized tax benefits, beginning of period	$	—	$	—	$	—
Reductions based on tax positions related to the prior year	—		—		—
Reductions due to lapse of statute of limitations	—		—		—
Unrecognized tax benefits, end of period	$	—	$	—	$	—

The entire balance of unrecognized tax benefits, if recognized, would affect the effective tax rate. We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. In the next twelve months, the Company does not expect the liability for the unrecognized tax benefits to change significantly.

The Company files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. Generally, the statute of limitations for examination of TEI's United States federal and state income tax returns is open for the years ended December 31, 2010. Management believes that adequate provision for income taxes and interest has been recorded in the accompanying financial statements.

NOTE 20—SEGMENT INFORMATION

The Company views each property as an operating segment which we aggregate by region in order to present our reportable segments: (i) East, (ii) Central, (iii) West, (iv) and South and other. The Company uses operating income to compare operating results among its segments and allocate resources. As discussed in Note 1 - Basis of Presentation and Organization, on April 1, 2014, the Company completed its previously announced acquisition of Lumière Place and aggregated its results into the Central region.

The following table highlights by segment our net revenues and operating income, and reconciles operating income to income from continuing operations before income taxes for the years ended December 31, 2014, 2013 and 2012 (in thousands).

F-30



	Year ended December 31,
	2014			2013			2012
Net revenues:
East	$	303,079		$	244,471		$	264,037
Central	247,784			120,459			122,502
West	103,147			101,769			101,087
South and other	92,651			90,968			105,732
Corporate	—			—			—
Total net revenues	$	746,661		$	557,667		$	593,358
Operating income:
East	$	44,121		$	11,188		$	2,059
Central	30,119			27,977			27,002
West	13,564			11,467			12,676
South and other	10,337			4,748			20,413
Corporate	(27,018		)	(12,617		)	(9,145		)
Total operating income	$	71,123		$	42,763		$	53,005
Reconciliation of operating income to income from continuing operations before income taxes:
Operating income	$	71,123		$	42,763		$	53,005
Interest expense	(12,873		)	(14,331		)	(17,161		)
Interest income	1,957			846			777
Predecessor claim settlements	52,680			—			—
Loss on debt retirement	—			(4,897		)	(12,847		)
Income from continuing operations before income taxes	$	112,887		$	24,381		$	23,774



	December 31,
	2014		2013
Assets by segment:
East	$	510,033	$	368,317
Central	409,976		151,139
West	121,889		111,786
South and other	127,791		119,142
Corporate	120,001		283,988
Assets held for sale	—		9,249
Total assets	$	1,289,690	$	1,043,621

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TROPICANA ENTERTAINMENT INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 21—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)



	Year ended December 31, 2014
	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
(amounts in thousands, except per share data)
Net revenues	$	144,623	$	197,508		$	217,099		$	187,431
Operating income	35,509		11,457			21,798			2,359
Income from continuing operations	24,001		4,936			12,072			211,887
Income (loss) from discontinued operations, net	216		(113		)	1,605			(3,337		)
Net income	$	24,217	$	4,823		$	13,677		$	208,550
Basic and diluted income per common share attributable to Tropicana Entertainment Inc.:
Income from continuing operations	$	0.91	$	0.19		$	0.46		$	8.05
Net income	$	0.92	$	0.18		$	0.52		$	7.93

	Year ended December 31, 2013
	First Quarter		Second Quarter			Third Quarter			Fourth Quarter
(amounts in thousands, except per share data)
Net revenues	$	138,361	$	143,751		$	148,747		$	126,808
Operating income	9,353		18,308			13,883			1,219
Income (loss) from continuing operations	5,279		13,840			9,129			(6,401		)
Income (loss) from discontinued operations, net	46		(830		)	(783		)	(2,177		)
Net income (loss)	$	5,325	$	13,010		$	8,346		$	(8,578	)
Basic and diluted income (loss) per common share attributable to Tropicana Entertainment Inc.:
Income (loss) from continuing operations	$	0.20	$	0.53		$	0.35		$	(0.24	)
Net income (loss)	$	0.20	$	0.49		$	0.32		$	(0.33	)

F-32

Tropicana Entertainment Inc. - FORM 10-K - February 25, 2015

Attached files

Tropicana Entertainment Inc. Reports