Tropicana Entertainment Inc. - FORM 10-Q

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TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

for the quarterly period ended September 30, 2015



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, Las Vegas, Nevada 89113 (Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: 702-589-3900

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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No 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 Sections 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

As of November 2, 2015, there were 26,312,500 shares outstanding of the registrant's common stock, $.01 par value per share.

TABLE OF CONTENTS




PART I—FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	2

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	33

ITEM 4.	CONTROLS AND PROCEDURES	34

PART II—OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	34

ITEM 1A.	RISK FACTORS	34

ITEM 6.	EXHIBITS	35

	SIGNATURES	36

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TROPICANA ENTERTAINMENT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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



	September 30, 2015		December 31, 2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	223,124	$	195,735
Restricted cash	14,044		15,740
Receivables, net	18,801		22,713
Inventories	6,688		7,482
Prepaid expenses and other assets	11,532		13,671
Deferred tax assets, net	9,078		9,078
Total current assets	283,267		264,419
Property and equipment, net	763,781		740,752
Goodwill	15,857		15,857
Intangible assets, net	74,424		75,010
Investments	29,327		32,825
Deferred tax assets	150,023		150,023
Other assets, net	9,742		10,804
Total assets	$	1,326,421	$	1,289,690

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	3,000	$	3,000
Accounts payable	34,793		43,612
Accrued expenses and other current liabilities	94,206		78,937
Total current liabilities	131,999		125,549
Long-term debt, net	289,905		291,992
Other long-term liabilities	6,345		6,757
Total liabilities	428,249		424,298

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 September 30, 2015 and December 31, 2014	263		263
Additional paid-in capital	600,359		600,359
Retained earnings	297,550		264,770
Total shareholders' equity	898,172		865,392
Total liabilities and shareholders' equity	$	1,326,421	$	1,289,690

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

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TROPICANA ENTERTAINMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share data)

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Revenues:
Casino	$	168,977		$	167,283		$	485,419		$	443,351
Room	37,238			37,299			93,675			87,818
Food and beverage	28,860			30,034			80,783			76,773
Other	7,646			7,626			21,719			19,430
Gross revenues	242,721			242,242			681,596			627,372
Less promotional allowances	(23,773		)	(25,143		)	(66,275		)	(68,142		)
Net revenues	218,948			217,099			615,321			559,230
Operating costs and expenses:
Casino	71,168			74,455			208,458			200,609
Room	12,662			12,769			33,215			31,033
Food and beverage	14,244			14,468			40,924			36,604
Other	5,389			4,693			14,244			12,602
Marketing, advertising and promotions	16,160			15,663			45,811			42,522
General and administrative	32,359			39,626			107,430			106,101
Maintenance and utilities	19,114			18,914			53,959			52,266
Depreciation and amortization	16,736			13,752			46,245			36,225
Impairment charges, other write-downs and recoveries	19			961			876			4,229
Property tax settlement	—			—			—			(31,725		)
Total operating costs and expenses	187,851			195,301			551,162			490,466
Operating income	31,097			21,798			64,159			68,764

Other income (expense):
Interest expense	(3,211		)	(3,203		)	(9,139		)	(9,564		)
Interest income	133			132			443			1,749
Total other expense	(3,078		)	(3,071		)	(8,696		)	(7,815		)
Income from continuing operations before income taxes	28,019			18,727			55,463			60,949
Income tax expense	(11,428		)	(6,655		)	(22,683		)	(19,940		)
Income from continuing operations	16,591			12,072			32,780			41,009
Income from discontinued operations, net	—			1,605			—			1,708
Net income	$	16,591		$	13,677		$	32,780		$	42,717

Basic and diluted income per common share:
Income from continuing operations	$	0.63		$	0.46		$	1.25		$	1.56
Income from discontinued operations, net	—			0.06			—			0.06
Net income	$	0.63		$	0.52		$	1.25		$	1.62

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

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

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TROPICANA ENTERTAINMENT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	Nine months ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	32,780		$	42,717
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on insurance recoveries	—			(5,843		)
Insurance proceeds from business interruption	—			1,250
Loss on sale of discontinued operations	—			233
Depreciation and amortization (including discontinued operations)	46,245			36,225
Amortization of debt discount and debt issuance costs	757			768
Impairment charges	153			9,071
Loss on disposition of asset (including discontinued operations)	723			1,001
Changes in current assets and current liabilities:
Receivables, net	3,912			(6,658		)
Inventories, prepaids and other assets	2,932			(2,269		)
Accrued interest	(71		)	—
Accounts payable, accrued expenses and other liabilities	11,092			20,082
Other	576			4,390
Net cash provided by operating activities	99,099			100,967
Cash flows from investing activities:
Additions of property and equipment	(77,432		)	(52,020		)
Insurance proceeds	—			5,200
Proceeds from sale of discontinued operations	—			6,750
Lumière Place acquisition, net of $11,015 cash acquired	—			(237,317		)
Other	6,276			3,768
Net cash used in investing activities	(71,156		)	(273,619		)
Cash flows from financing activities:
Payments on debt	(2,250		)	(2,250		)
Restricted cash	1,696			(20		)
Net cash used in financing activities	(554		)	(2,270		)
Net increase (decrease) in cash and cash equivalents	27,389			(174,922		)
Increase in cash and cash equivalents related to assets held for sale	—			2,138
Cash and cash equivalents, beginning of period	195,735			356,755
Cash and cash equivalents, end of period	$	223,124		$	183,971

Supplemental cash flow disclosure (including discontinued operations):
Cash paid for interest, net of interest capitalized	$	8,454		$	8,838
Cash paid for income taxes	13,249			16,396
Supplemental disclosure of non-cash items:
Capital expenditures included in accrued expenses and other current liabilities	3,641			4,570

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

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1—ORGANIZATION AND BACKGROUND

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).

The Company's United States properties include two casinos in Nevada and one casino in each of Indiana, Louisiana, Mississippi, Missouri and New Jersey. In addition, the Company owns a property in Aruba. 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 Saint 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, through June 30, 2014, the Company owned River Palms Hotel and Casino ("River Palms") located in Laughlin, Nevada, which is presented as discontinued operations in the accompanying condensed consolidated statements of income for the three and nine months ended September 30, 2014. On July 1, 2014, the Company sold River Palms to Nevada Restaurant Services, Inc. and its affiliate, Laughlin Hotel, LLC (see Note 17 - Discontinued Operations for further discussion).

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 "Bankruptcy Code"). The Company also acquired Columbia Properties Vicksburg ("CP Vicksburg"), JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty, LLC ("CP Laughlin Realty"), 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.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain disclosures required by generally accepted accounting principles in the United States ("GAAP") are omitted or condensed in these condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the Company's financial position, results of operations and cash flows for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

year ended December 31, 2014, from which the accompanying condensed consolidated balance sheet information as of that date was derived.

Principles of Consolidation

The accompanying condensed consolidated 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 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, self-insured liability reserves, customer loyalty program reserves, contingencies, litigation, claims, assessments and loss contingencies. Actual results could differ from these estimates.

Restricted Cash

Restricted cash consisted primarily of funds invested in money market funds. At September 30, 2015 and December 31, 2014, $7.6 million and $9.6 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 $6.5 million and $6.2 million respectively was restricted to collateralize letters of credit.

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.

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 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):



	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014
Room	$	9,353	$	9,521	$	26,056	$	25,611
Food and beverage	12,436		13,413		34,416		35,449
Other	1,984		2,209		5,803		7,082
Total	$	23,773	$	25,143	$	66,275	$	68,142

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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):



	Three months ended September 30,				Nine months ended September 30,
	2015		2014		2015		2014
Room	$	4,454	$	4,551	$	13,996	$	13,816
Food and beverage	10,834		12,143		30,144		32,362
Other	603		967		1,776		2,401
Total	$	15,891	$	17,661	$	45,916	$	48,579

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 April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, requiring entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of the debt liability. This new guidance is similar to existing presentation requirements for debt discounts and aligns with the presentation of debt issuance costs under International Financial Reporting Standards ("IFRS"). The new guidance does not affect entities’ recognition and measurement of debt issuance costs. Previously, entities were required to present debt issuance costs as deferred charges in the asset section of the statement of financial position. The guidance in the ASU is effective for all entities in fiscal years beginning after December 15, 2015. Public business entities must apply the guidance in interim periods within the fiscal year of adoption, while all other entities must apply the guidance in interim periods within fiscal years beginning after December 15, 2016. All entities must apply the guidance retrospectively and provide the required disclosures for a change in accounting principle in the period of adoption. Early adoption is permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statement presentation.

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. This ASU was amended by ASU No. 2015-14, issued in August 2015, which deferred the original effective date by one year; the effective date is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017, using one of two retrospective application methods. Early adoption is permitted only as of the annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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 July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which amends FASB ASU Topic 330, Inventory. This ASU requires entities to measure inventory at the lower of cost or net realizable value and eliminates the option that currently exists for measuring inventory at market value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. This ASU should be applied prospectively with earlier application permitted as of the beginning of an interim period or annual reporting period. The Company does not anticipate the adoption of this ASU to have a material impact on the Company's financial position or results of operations.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

In September 2015, the FASB issued ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which amends FASB ASU Topic 805, Business Combinations. This ASU eliminates the requirement to retrospectively adjust provisional amounts recognized at the acquisition dates of business combinations. Rather, this ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company does not anticipate the adoption of this ASU to have a material impact on the Company's financial position or results of operations.

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 condensed consolidated financial statements.

Reclassifications

The unaudited condensed 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.

NOTE 3—LUMIÈRE PLACE ACQUISITION

Overview

As discussed in Note 1 - Organization and Background, 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. In April 2015, the Company merged the Target into the Buyer.

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 costs included in the accompanying condensed consolidated statements of income for the three and nine months ended September 30, 2014 were $0.2 million and $1.3 million, respectively.

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.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

The 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.

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 period presented below. 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):



	Nine months ended September 30, 2014
Net Revenues	$	600,225
Net Income	43,176
Basic and diluted net income per common share	$	1.64

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 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 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.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

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 condensed consolidated balance sheets at September 30, 2015 and December 31, 2014 (in thousands):



	Input Levels for Fair Value Measurements
	Level 1		Level 2		Level 3		Total
September 30, 2015
Assets:
CRDA deposits, net	$	—	$	—	$	19,234	$	19,234

December 31, 2014
Assets:
CRDA deposits, net	$	—	$	—	$	24,384	$	24,384

Funds on deposit with the CRDA are held in an interest bearing account 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 8 - 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):



	Nine months ended September 30,
	2015			2014
Beginning Balance	$	24,384		$	22,337
Realized or unrealized gains/(losses)	2,634			(667		)
Additional CRDA deposits	3,289			3,051
CRDA Project Funds received	(9,872		)	—
Purchases of CRDA investments	(1,201		)	(879		)
Ending Balance	$	19,234		$	23,842

Realized or unrealized gains/(losses) related to the Level 3 investments held at the end of the reporting period are included in general and administrative expense during the nine months ended September 30, 2015 and 2014. There were no transfers between fair value levels during the periods ended September 30, 2015 and 2014.

The following table summarizes assets measured at fair value on a nonrecurring basis during the periods ended September 30, 2015 and December 31, 2014 included in the accompanying consolidated balance sheets (in thousands):



	September 30, 2015				December 31, 2014
Category	Level 3 Asset		Recognized Loss		Level 3 Asset		Recognized Loss

Goodwill	$	15,857	$	—	$	15,857	$	9,071

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 annually in the fourth quarter of each year and in certain situations between those annual dates. See Note 2 - Summary of Significant Accounting Policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for more detail related to the goodwill impairment analysis.

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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 September 30, 2015 and December 31, 2014 is approximately $288.1 million and $288.3 million, respectively.

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 and 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 September 30, 2015 and December 31, 2014 net of the unamortized discount and valuation allowance is $8.6 million and $8.4 million, respectively, which approximates fair value. See Note 8 - Investments for more detail related to the CRDA bonds.

NOTE 5—RECEIVABLES

Receivables consist of the following (in thousands):



	September 30, 2015			December 31, 2014
Casino	$	14,483		$	15,472
Hotel	4,693			4,897
Other	10,003			13,596
Receivables, gross	29,179			33,965
Allowance for doubtful accounts	(10,378		)	(11,252		)
Receivables, net	$	18,801		$	22,713

NOTE 6—PROPERTY AND EQUIPMENT

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



	Estimated life (years)	September 30, 2015			December 31, 2014
Land	—	$	116,190		$	115,947
Buildings and improvements	10 - 40	600,251			549,929
Furniture, fixtures and equipment	3 - 7	222,873			182,948
Riverboats and barges	5 - 15	17,417			16,908
Construction in progress	—	22,185			46,058
Property and equipment, gross		978,916			911,790
Accumulated depreciation		(215,135		)	(171,038		)
Property and equipment, net		$	763,781		$	740,752

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.

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



	September 30, 2015							December 31, 2014
	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		(9,071		)	1,633
Total	$	26,659	$	(10,802	)	$	15,857	$	26,659	$	(10,802	)	$	15,857

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 condensed consolidated statement of income for the nine months ended September 30, 2014, due to Tropicana AC's carrying value exceeding its fair value.

Intangible assets consist of the following (in thousands):



	Estimated life (years)	September 30, 2015			December 31, 2014
Trade name	Indefinite	$	25,500		$	25,500
Gaming licenses	Indefinite	37,387			37,387
Customer lists	3	160			160
Favorable lease	5 - 42	15,151			15,374
Total intangible assets		78,198			78,421
Less accumulated amortization:
Customer lists		(80		)	(40		)
Favorable lease		(3,694		)	(3,371		)
Total accumulated amortization		(3,774		)	(3,411		)
Intangible assets, net		$	74,424		$	75,010

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 September 30, 2015 and 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.

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 an 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. In April 2014, the Company recorded customer lists related to the acquisition of Lumière Place (see Note 3 - Lumière Place Acquisition). Amortization expense related to customer lists, which was amortized to depreciation and amortization expense, for each of the three and nine months ended September 30, 2015 and 2014 was less than $0.1 million. 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

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amortized to tenant income on a straight-line basis over the terms of the various leases. During the nine months ended September 30, 2015, management reviewed the tenant leases at Tropicana AC and determined that there was a $26 thousand impairment due to certain original tenant leases being terminated early. 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 each of the three months ended September 30, 2015 and 2014 was $0.2 million. Amortization expense for nine months ended September 30, 2015 and 2014 was $0.5 million and $0.6 million, respectively.

NOTE 8—INVESTMENTS

CRDA

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 gaming revenues and 5% 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. The carrying value of the total investments at September 30, 2015 and December 31, 2014 approximates their fair value.

CRDA investments consist of the following (in thousands):



	September 30, 2015			December 31, 2014
Investment in bonds—CRDA	$	16,599		$	16,409
Less unamortized discount	(4,323		)	(4,306		)
Less valuation allowance	(3,683		)	(3,662		)
Deposits—CRDA	24,472			32,257
Less valuation allowance	(5,238		)	(7,873		)
Direct investment—CRDA	1,045			1,292
Less valuation allowance	(1,045		)	(1,292		)
Total CRDA investments	$	27,827		$	32,825

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. The Company treats CRDA bonds as held-to-maturity since the Company has the ability and the intent to hold these bonds to maturity and under the CRDA, the Company is not permitted to do otherwise. As such, the CRDA bonds are initially recorded at a discount to approximate fair value.

After the initial determination of fair value, the Company analyzes the CRDA bonds for recoverability on a quarterly basis 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 are recorded.

Funds on deposit with the CRDA are held in an interest bearing account 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 on the date the deposit obligation arises. During the three months ended September 30, 2015 and 2014, the Company included a reduction of $0.2 million and a charge of $0.4 million, respectively, to general and administrative expenses on the accompanying condensed consolidated statements of income. During the nine months ended September 30, 2015 and 2014, the Company included a reduction of $2.0 million and a charge of $1.2 million, respectively, to general and administrative expenses on the accompanying condensed consolidated statements of income.

The Company was approved to use $18.8 million of CRDA deposits ("Approved CRDA Project Funds") for certain capital expenditures relating to Tropicana AC. Approximately $9.9 million of the Approved CRDA Project Funds were reimbursed to Tropicana AC during the three months ended September 30, 2015.

Ruby Seven Studios, Inc.

In March 2015, the Company, through its wholly-owned subsidiary, TropWorld Games LLC ("TWG") entered into an agreement with Ruby Seven Studios, Inc. ("Ruby Seven") to develop an online social gaming site. In accordance with that

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agreement, in July 2015, TEI R7, a wholly-owned subsidiary of the Company, exercised an option to acquire 1,827,932 shares of Ruby Seven's Series A-1 Preferred Stock for $1.5 million, representing approximately 13.7% of the equity ownership of Ruby Seven. The investment in Ruby Seven is presented at cost on the accompanying condensed consolidated balance sheet.

NOTE 9—OTHER ASSETS

Other assets consist of the following (in thousands):



	September 30, 2015		December 31, 2014
Debt issuance costs	$	3,337	$	3,931
Deposits	3,494		3,951
Other	2,911		2,922
Other assets	$	9,742	$	10,804

NOTE 10—ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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



	September 30, 2015		December 31, 2014
Accrued payroll and benefits	$	32,518	$	29,709
Accrued gaming and related	14,323		16,687
Accrued taxes	30,762		16,963
Other accrued expenses and current liabilities	16,603		15,578
Total accrued expenses and other current liabilities	$	94,206	$	78,937

NOTE 11—DEBT

Debt consists of the following (in thousands):



	September 30, 2015			December 31, 2014
New Term Loan Facility, due 2020, interest at 4.0% at September 30, 2015 and December 31, 2014 net of unamortized discount of $1.1 million and $1.3 million at September 30, 2015 and December 31, 2014, respectively	$	292,905		$	294,992
Less current portion of debt	(3,000		)	(3,000		)
Total long-term debt, net	$	289,905		$	291,992

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 is amortized 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 which consisted of a $175 million senior secured first lien term loan facility and $15 million cash collateralized letter of credit facility (the "Credit Facilities"). The Credit Facilities were terminated effective as of November 27, 2013.

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

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(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 September 30, 2015, 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, subject to limited exceptions, 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).

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 September 30, 2015.

NOTE 12—IMPAIRMENT CHARGES, OTHER WRITE DOWNS AND RECOVERIES

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



	Three months ended September 30,					Nine months ended September 30,
	2015		2014			2015		2014
Gain on insurance recoveries	$	—	$	(35	)	$	—	$	(5,843	)
Impairment of goodwill and intangibles (Note 7)	—		—			26		9,071
Loss on disposal of assets	19		996			850		1,001
Total impairment charges, other write-downs and recoveries	$	19	$	961		$	876	$	4,229

Jubilee Barge Impairment and Insurance Recovery

In January 2013, the Jubilee barge was damaged as a result of a high-wind storm. 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 $4.6 million, net of expenses and write-downs, was included in the accompanying condensed consolidated statements of income for the nine months ended September 30, 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

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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 condensed consolidated statements of income for the nine months ended September 30, 2014.

NOTE 13—RELATED PARTY TRANSACTIONS

Insight Portfolio Group LLC

Effective January 1, 2013, the Company acquired a minority equity interest in Insight Portfolio Group LLC (“Insight Portfolio Group”) and agreed to pay a portion of Insight Portfolio Group's operating expenses. 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. 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. During each of the three months ended September 30, 2015 and 2014, the Company paid $0.1 million to Insight Portfolio Group. During each of the nine months ended September 30, 2015 and 2014, the Company paid $0.3 million to Insight Portfolio Group.

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. As of September 30, 2015 and December 31, 2014, the unfavorable lease liability balance was $6.8 million and $7.2 million, respectively, of which $6.3 million and $6.7 million, respectively, is included in other long-term liabilities on the accompanying condensed consolidated balance sheets.

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 during the next 18 months on a capital renovation project 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. As of September 30, 2015, approximately $21.5 million of the capital renovation project had been expended.

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 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 through November 30, 2015 and 10% thereafter. In accordance with the lease renewal, during 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.

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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 2017.

Tropicana Greenville Lease

Tropicana Greenville leases approximately four acres of land on which the entry 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 constructed a parking lot in conjunction with its plan 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.

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 law obligates the Atlantic City casinos either through the ACA or, if not a member of the ACA, through individual assessments, to 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 currently estimates its portion of this industry obligation to be approximately 12.0% for 2015.

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 operation 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% 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 condensed consolidated balance sheet as of September 30, 2015 and December 31, 2014. 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, believes the claims are not payable for other reasons, 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

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with certain other parties, participated in mediation concerning Wimar and CSC's claims, but the mediation terminated without resolution of the claims. Oral arguments on the summary judgment motions were conducted on September 27, 2011 and November 22, 2011.

On October 14, 2015, the Bankruptcy Court entered an opinion order (1) denying Wimar's and CSC's Motions for Summary Judgment seeking allowance and payment of administrative expense claims, and (2) granting, in part, CSC's Motion for Summary Judgment to allow priority status under Bankruptcy Code Section 507(a)(5) for certain contributions made to employee benefit plans and denying, in part, CSC's request in the motion for payment of the priority claims. The Bankruptcy Court also ordered a status conference to consider further proceedings related to (i) CSC's Section 507(a)(5) priority claims and (ii) integrating further litigation related to Wimar's and CSC's motions for allowance of administrative expense claims with the Lightsway Litigation Services, LLC adversary proceeding. On October 28, 2015, the Company and Tropicana Las Vegas filed a joint motion with the Bankruptcy Court seeking clarification of certain aspects of the Bankruptcy Court's opinion and order, which motion is pending. The Company continues to dispute any payment obligation to Wimar or CSC.

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 Company utilized a portion of the credits in 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 condensed consolidated statement of income for the nine months ended September 30, 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 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.

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.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

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 September 30, 2015 and 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 September 30, 2015 and 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.

Warrants

In accordance with the Plan, holders of the Predecessors' $960 million of 9 5/8% Senior Subordinated Notes and general unsecured claims received warrants to purchase 3,750,000 shares of Common Stock ("Ordinary Warrants"). The Ordinary Warrants had 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 condensed consolidated balance sheet. 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 30, 2014, the term on the Ordinary Warrants had expired and the value of the warrants are included in additional paid in capital.

Significant Ownership

At September 30, 2015, 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.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

Excluded from the calculation of diluted EPS for the three and nine months ended September 30, 2014, are the Ordinary Warrants to purchase 3,750,000 shares of our common stock as they were anti-dilutive. The Ordinary Warrants expired during the third quarter of 2014.

NOTE 17—DISCONTINUED OPERATIONS

As discussed in Note 1 - Organization and Background, the Company sold River Palms to Nevada Restaurant Services, Inc. and its affiliate, Laughlin Hotel, LLC on July 1, 2014. 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, the Company leased back River Palms for a period of up to 90 days, subject to an additional 30 day extension, and further subject to early termination rights. The Company terminated the lease and discontinued its operation of River Palms in September 2014.

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



	Three months ended September 30,			Nine months ended September 30,
	2014			2014
Net revenues	$	2,799		$	11,929
Operating costs and expenses	(3,898		)	(12,917		)
Loss from operations	(1,099		)	(988		)
Loss from sale of discontinued operations	(233		)	(233		)
Income tax expense	2,937			2,929
Income from discontinued operations, net	$	1,605		$	1,708

NOTE 18—INCOME TAXES

Effective Tax Rate

The Company's effective income tax rate from continuing operations for the three months ended September 30, 2015 and 2014 was 40.8% and 35.5%, respectively. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the three months ended September 30, 2015 was primarily due to the disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the three months ended September 30, 2014 was primarily due to the utilization of the Company's deferred tax assets offset by disallowed foreign losses, the goodwill impairment, state income taxes (net of federal benefit), and other permanent differences. Looking forward, our effective income tax rate may fluctuate due to changes in tax legislation, changes in our estimates of federal tax credits, changes in our assessment of uncertainties as valued under accounting guidance for uncertainty in income taxes, as well as accumulated interest and penalties.

The Company's effective income tax rate from continuing operations for the nine months ended September 30, 2015 and 2014 was 40.9% and 32.7%, respectively. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the nine months ended September 30, 2015 was primarily due to the disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. The difference between the federal statutory rate of 35% and the Company's effective tax rate for the nine months ended September 30, 2014 was primarily due to the utilization of the Company's deferred tax assets offset by disallowed foreign losses, the goodwill impairment, state income taxes (net of federal benefit), and other permanent differences. Looking forward, our effective income tax rate may fluctuate due to changes in tax legislation, changes in our estimates of federal tax credits, changes in our assessment of uncertainties as valued under accounting guidance for uncertainty in income taxes, as well as accumulated interest and penalties.

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

NOTE 19—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.

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 three months ended September 30, 2015 and 2014 (in thousands, unaudited):




	Three months ended September 30,
	2015			2014
Net revenues:
East	$	96,256		$	92,705
Central	72,594			74,441
West	27,817			28,530
South and other	22,281			21,423
Corporate	—			—
Total net revenues	$	218,948		$	217,099
Operating income (loss):
East	$	21,193		$	13,440
Central	10,026			8,471
West	3,708			4,606
South and other	394			(493		)
Corporate	(4,224		)	(4,226		)
Total operating income	$	31,097		$	21,798
Reconciliation of operating income to income from continuing operations before income taxes:
Operating income	$	31,097		$	21,798
Interest expense	(3,211		)	(3,203		)
Interest income	133			132
Loss on debt retirement	—			—
Income from continuing operations before income taxes	$	28,019		$	18,727

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TROPICANA ENTERTAINMENT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Continued)

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 nine months ended September 30, 2015 and 2014 (in thousands, unaudited):




	Nine months ended September 30,
	2015			2014
Net revenues:
East	$	247,046		$	233,542
Central	216,406			177,711
West	79,461			78,636
South and other	72,408			69,341
Corporate	—			—
Total net revenues	$	615,321		$	559,230
Operating income (loss):
East	$	29,114		$	48,647
Central	31,776			21,803
West	9,171			11,305
South and other	6,489			9,510
Corporate	(12,391		)	(22,501		)
Total operating income	$	64,159		$	68,764
Reconciliation of operating income to income from continuing operations before income taxes:
Operating income	$	64,159		$	68,764
Interest expense	(9,139		)	(9,564		)
Interest income	443			1,749
Income from continuing operations before income taxes	$	55,463		$	60,949



Assets by segment:	September 30, 2015		December 31, 2014
East	$	554,643	$	510,033
Central	391,900		409,976
West	133,418		121,889
South and other	127,457		127,791
Corporate	119,003		120,001
Total assets	$	1,326,421	$	1,289,690

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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. In some situations, you may be able to identify such statements by words such as "may," "will," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "project," "continue," "pursue," or the negative thereof or comparable terminology, and may include (without limitation) information regarding our expectations, hopes or intentions regarding the future, including, but not limited to, statements regarding our operating or other strategic plans, including the integration of Lumière Place into our business, 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, 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 and 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. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in each such statement. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different manner or extent or at a different time than we have described. All forward-looking statements are qualified in their entirety by reference to the areas of risk and uncertainty described elsewhere in this Quarterly Report on Form 10-Q as well as those discussed under "Item 1A—Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014. Forward-looking statements represent our estimates and assumptions only as of the date of this report. We operate in a continually changing business environment and new risks emerge from time to time. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

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. 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. As of September 30, 2015, our properties collectively included approximately 391,500 square feet of gaming space with 8,041 slot machines, 277 table games and 5,526 hotel rooms.

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. As of September 30, 2015, our operations 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 Casino, HoteLumière, the Four Seasons Hotel St. Louis (collectively, "Lumière Place") located in Saint Louis, Missouri acquired April 1, 2014;


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


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

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We are a Delaware corporation 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 (which we sold in March 2011), JMBS Casino, LLC ("JMBS Casino") and CP Laughlin Realty, LLC (which we sold in July 2014), all of which (collectively, the “Predecessors”) were part of the Plan.

In addition, we 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 we acquired Adamar and several of the Predecessors' gaming properties and related assets. Adamar was not a party to the Predecessors' bankruptcy. 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.

Except where the context suggests otherwise, the terms "we," "us," "our," and "the Company" refer to Tropicana Entertainment Inc. and its subsidiaries.

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, 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.

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 games 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:


•	Lumière Place. On April 1, 2014 we acquired Lumière Place for a cash purchase price of $261.3 million, which included an adjustment for working capital as of the acquisition date.

•

Tropicana AC. Casino revenues can vary because of table games hold percentage and differences in the odds for different table games. High end play may lead to greater fluctuations in our table games hold percentage and, as a result, we may experience greater revenue fluctuation between reporting periods. For the three months ended September 30, 2015, the table game hold percentage decreased 4.2 percentage points compared to the same period of the prior year. For the nine months ended September 30, 2015, the table game hold percentage decreased 1.3 percentage points compared to the same period in the prior year. This hold percentage is not necessarily indicative of results that can be expected for future periods.

•

Atlantic City Market. Competitive pressure in Atlantic City and the regional market continue to adversely affect the Atlantic City market. Based on market data, the Atlantic City market experienced period over period declines in gross casino win of 5.4% and 8.4% for the three and nine months ended September 30, 2015, 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. In the third quarter of 2014, three additional competitors ceased operations in Atlantic City. A comparison of year over year revenues for the remaining eight operating casinos in Atlantic City reflects period over period increases in gross casino win of 3.9% and 4.1% for the three and nine months ended September 30, 2015, respectively.

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•	Impairment losses. In the nine months ended September 30, 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.


•	Insurance Recoveries. In January 2014, we settled claims related to the Jubilee barge loss for $5.9 million and received the remaining $5.2 million in insurance proceeds related to this claim. As a result of the settlement, a gain of $4.6 million was included in the accompanying condensed consolidated statement of income for the nine months ended September 30, 2014.

We received a cash settlement of $1.2 million during the second quarter of 2014 related to the business interruption claim that we had filed as a result of Superstorm Sandy in 2012.


•	Predecessor related gain settlement. In January 2014, we received a $31.7 million cash payment to satisfy a property tax settlement in Atlantic City. This gain is recorded in Property tax settlement in the accompanying condensed consolidated statement of income for the nine months ended September 30, 2014.

•

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 September 30, 2015. 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.

Our interest expense was $9.1 million and $9.6 million for the nine months ended September 30, 2015 and 2014, respectively, which includes amortization of the related debt discounts and debt issuance costs of $0.8 million for each of the nine months ended September 30, 2015 and 2014, respectively.

•

River Palms. On July 1, 2014, we sold substantially all of the assets constituting River Palms to Nevada Restaurant Services, Inc. and its affiliate, Laughlin Hotel, LLC, for approximately $6.8 million in cash and the assumption of certain liabilities. Concurrently with the sale, we leased back River Palms. We terminated the lease and discontinued operations at River Palms in September 2014. Due to the sale of River Palms and the termination of its operations in September 2014, the results of operations for River Palms are presented as discontinued operations. In addition, River Palms is not included in management's discussion and analysis of financial condition and results of operations.


•	General Economic Conditions. Current economic conditions, resulting in decreased discretionary spending by our customers, continue to adversely impact us and the gaming industry as a whole. 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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Three months ended September 30, 2015 compared to three months ended September 30, 2014

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



	Three months ended September 30,
	2015			2014
Net revenues:
East	$	96,256		$	92,705
Central	72,594			74,441
West	27,817			28,530
South and other	22,281			21,423
Corporate	—			—
Total net revenues	$	218,948		$	217,099
Operating income (loss):
East	$	21,193		$	13,440
Central	10,026			8,471
West	3,708			4,606
South and other	394			(493		)
Corporate	(4,224		)	(4,226		)
Total operating income	$	31,097		$	21,798
Operating income margin(a):
East	22.0		%	14.5		%
Central	13.8		%	11.4		%
West	13.3		%	16.1		%
South and other	1.8		%	(2.3		)%
Total operating income margin	14.2		%	10.0		%

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

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



	Three months ended September 30,
	2015			2014
Revenues:
Casino	$	168,977		$	167,283
Room	37,238			37,299
Food and beverage	28,860			30,034
Other	7,646			7,626
Gross revenues	242,721			242,242
Less promotional allowances	(23,773		)	(25,143		)
Net revenues	$	218,948		$	217,099

Net Revenues

In the East region, net revenues were $96.3 million for the three months ended September 30, 2015, an increase of $3.6 million, or 3.8%, when compared to the three months ended September 30, 2014. Tropicana AC's net revenues comprise approximately 44% and 43% of the Company's total net revenues for the three months ended September 30, 2015 and 2014, respectively. Based on market data, the Atlantic City market experienced year-over-year declines in gross casino win of 5.4% for the three months ended September 30, 2015, due primarily to the closure of four casino properties in Atlantic City during 2014. A comparison of year-over year results for the remaining eight properties reflects a 3.9% increase in gross casino win in the Atlantic City market for the three months ended September 30, 2015. Tropicana AC's gross casino win also increased 3.9% in the three months ended September 30, 2015, as compared to the corresponding prior year period, in line with the market increase. Internet gaming revenues, which are included in gross casino win, increased approximately $1.9 million during the three months ended September 30, 2015 as compared to the same period of 2014. Slot promotional gaming credits redeemed at Tropicana AC were 2.7% lower in the third quarter of 2015 compared to the third quarter of 2014. However, although table games drop increased 14.7% in the three months ended September 30, 2015 over the comparable prior year period, primarily due to the reduction in the number of operators in the Atlantic City market, the table games hold percentage decreased 4.2 percentage points, resulting in a 12.2% decrease in table games revenue in the third quarter of 2015 as compared to the third

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quarter of 2014. As a result, total net casino revenue (after deducting promotional gaming credits) at Tropicana AC increased 4.2% in the three months ended September 30, 2015 as compared to the same period of 2014. Several renovation and construction projects at Tropicana AC were completed during the second quarter of 2015, including hotel room and casino floor renovations, boardwalk facade renovations and the opening of a new fitness center. Revenue from rooms increased 3.0% for the three months ended September 30, 2015 as compared to the corresponding prior year period, due to increases in both the number of occupied rooms and the average daily room rate. The occupancy and average daily room rate was 91% and $103, respectively, for the three months ended September 30, 2015, compared to 92% and $100, respectively, for the three months ended September 30, 2014.

In the Central region, net revenues were $72.6 million for the three months ended September 30, 2015, a decrease of $1.8 million from the three months ended September 30, 2014. Casino revenues at Lumiere Place for the three months ended September 30, 2015 decreased 6.6% compared to the prior year period primarily due to a 5.6% decrease in slot volumes and a 6.9% decrease in table games volumes, due in part to ongoing road construction in the region which impacts access to the property. This was partially offset by reductions in promotional gaming credits and promotional allowances as compared to the prior year period, when promotional spending was inflated as the Company was trying to establish itself in the St. Louis market. Casino revenues at Tropicana Evansville increased 0.9% during the three months ended September 30, 2015 as compared to the prior year period. The occupancy rate for the three months ended September 30, 2015 in the Central Region was 81%, a slight decrease from 82% occupancy in the three months ended September 30, 2014. The average daily room rate in the Central Region was $139 for the three months ended September 30, 2015, compared to $140 for the three months ended September 30, 2014.

In the West region, net revenues were $27.8 million for the three months ended September 30, 2015, a decrease of $0.7 million, or 2.5%, compared to the three months ended September 30, 2014. At Tropicana Laughlin, casino revenues increased 3.8% for the three months ended September 30, 2015 primarily due to a 10.6% increase in table games volumes compared to the prior year period, combined with a reduction in promotional gaming credits. At MontBleu, net revenues declined $1.4 million in the third quarter of 2015 compared to the same period of 2014, due to lower gaming, hotel and food and beverage revenue resulting from continuing disruption from public area renovations that has significantly impacted business. In addition, at the end of March 2014 a competitor across the street from MontBleu closed. The property was substantially renovated and reopened as a "Hard Rock" branded casino hotel in 2015, thereby increasing competition for MontBleu. The average daily room rate for the West region was $58 for the three months ended September 30, 2015, in line with the room rate for the comparable prior year period. The occupancy rate in the West region was 58% for the three months ended September 30, 2015, a decrease from the 62% occupancy for the three months ended September 30, 2014.

In the South and other region, net revenues were $22.3 million for the three months ended September 30, 2015, an increase of $0.9 million, or 4.0%, compared to the three months ended September 30, 2014. Casino revenues for the South and other region increased 4.5%. At the Belle of Baton Rouge, a favorable 6.7% increase in table games volume during the three months ended September 30, 2015, compared to the three months ended September 30, 2014 was offset by a decline in the table hold of 2.2 percentage points, resulting in 5.5% decline in table games revenue. Slot volumes at the Belle of Baton Rouge declined 10.6% during the third quarter of 2015 as compared to the third quarter of 2014, however the decline in volume was partially offset by an increase in the slot hold percentage and a 12.8% decrease in promotional gaming credits redeemed. Tropicana Greenville's casino revenues increased 21.5% for the three months ended September 30, 2015 compared to the three months ended September 30, 2014, primarily due to 14.1% higher slot volumes and an 11.4% increase in table game volumes, together with an increase in the table games hold of 6.2 percentage points. The increase in casino revenue was partially due to the completion of Greenville's casino renovation project in the fourth quarter of 2014. Tropicana Aruba's casino revenue increased 12.5% during the three months ended September 30, 2015 compared to the three months ended September 30, 2014, primarily due to a 44.0% increase in table games volume combined with a 12.2 percentage point increase in the table games hold. The occupancy rate at our properties in the South and other region was 71% for the three months ended September 30, 2015 compared to 74% for the same period of 2014. The average daily room rate for the South and other region was $70 and $73 for the three months ended September 30, 2015 and 2014, respectively.

Operating Income

In the East region, the operating income for the three months ended September 30, 2015 was $21.2 million, a $7.8 million increase compared to the three months ended September 30, 2014. The operating income in the East region was higher than the prior year period primarily due to the increase in net revenue as discussed above, combined with a $5.4 million reduction in real estate tax expense in the three months ended September 30, 2015 compared to the same period of the prior year, resulting from a lower than expected tax rate increase.

In the Central region, the operating income for the three months ended September 30, 2015 was $10.0 million, a $1.6 million increase compared to the three months ended September 30, 2014. The increase was primarily driven by significant expense reductions at Lumière Place which offset the reductions in net revenue at the property, combined with the

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increased net revenues at Tropicana Evansville, as discussed previously, as well as lower operating expenses at Tropicana Evansville.

In the West region, the operating income for the three months ended September 30, 2015 was $3.7 million, a $0.9 million decrease compared to the three months ended September 30, 2014. The decrease is mainly attributable to the decreased revenues at MontBleu resulting from the ongoing renovation project, partially offset by improvement in operating income at Tropicana Laughlin, resulting from the increase in net revenues, as discussed above.

In the South and other region operating income for the three months ended September 30, 2015 was $0.4 million, a $0.9 million increase compared to the three months ended September 30, 2014. This increase is primarily due to the increased net revenue in the region, as previously discussed.

Corporate expenses were $4.2 million for the three months ended September 30, 2015, consistent with expenses during the three months ended September 30, 2014. Corporate expenses for the three months ended September 30, 2015 include expenses associated with the launch of TropWorld Games' social gaming website in July 2015.

Interest Expense

Interest expense for each of the three months ended September 30, 2015 and 2014 was $3.2 million. The interest expense on our New Term Loan Facility accrues at a floating rate, which was 4.0% per annum as of September 30, 2015. Cash paid for interest, net of interest capitalized, was $2.9 million for the three months ended September 30, 2015 compared to $2.9 million for the three months ended September 30, 2014.

Income Taxes

Income tax expense from continuing operations was $11.4 million for the three months ended September 30, 2015 and our effective income tax rate was 40.8%. The difference between the federal statutory rate of 35% and the effective tax rate for the three months ended September 30, 2015 was primarily due to the disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. For the three months ended September 30, 2014, the income tax expense from continuing operations was $6.7 million and our effective tax rate was 35.5%. The difference between the federal statutory rate of 35% and the effective tax rate for the three months ended September 30, 2014, 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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Nine months ended September 30, 2015 compared to nine months ended September 30, 2014

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



	Nine months ended September 30,
	2015			2014
Net revenues:
East	$	247,046		$	233,542
Central	216,406			177,711
West	79,461			78,636
South and other	72,408			69,341
Corporate	—			—
Total net revenues	$	615,321		$	559,230
Operating income (loss):
East	$	29,114		$	48,647
Central	31,776			21,803
West	9,171			11,305
South and other	6,489			9,510
Corporate	(12,391		)	(22,501		)
Total operating income	$	64,159		$	68,764
Operating income margin(a):
East	11.8		%	20.8		%
Central	14.7		%	12.3		%
West	11.5		%	14.4		%
South and other	9.0		%	13.7		%
Total operating income margin	10.4		%	12.3		%

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

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



	Nine months ended September 30,
	2015			2014
Revenues:
Casino	$	485,419		$	443,351
Room	93,675			87,818
Food and beverage	80,783			76,773
Other	21,719			19,430
Gross revenues	681,596			627,372
Less promotional allowances	(66,275		)	(68,142		)
Net revenues	$	615,321		$	559,230

Net Revenues

In the East region, net revenues were $247.0 million for the nine months ended September 30, 2015, an increase of $13.5 million, or 5.8%, when compared to the nine months ended September 30, 2014. Based on market data, the Atlantic City market experienced year-over-year declines in gross casino win of 8.4% in the nine months ended September 30, 2015; however, a comparison of year-over-year results for the remaining eight properties reflects a 4.1% increase in gross casino win in the Atlantic City market. Tropicana AC gross casino win increased 4.8% in the nine months ended September 30, 2015 as compared to the corresponding prior year period. Net revenue increases for Tropicana AC are primarily due to a $10.8 million increase in casino revenues as a result of increased internet gaming revenues, together with increased customer volumes, offset partially by a 1.3 percentage point decrease in the year to date table games hold as compared to the prior year. The average daily room rate was $92 and $89 for the nine months ended September 30, 2015 and 2014, respectively. The occupancy rate increased to 81% for the nine months ended September 30, 2015 compared to 78% for the nine months ended September 30, 2014. Hotel revenues increased despite fewer rooms available for sale in the nine months ended September 30, 2015 due to room renovations, which were completed in the second quarter of 2015.

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In the Central region, net revenues were $216.4 million for the nine months ended September 30, 2015, an increase of $38.7 million, compared to the nine months ended September 30, 2014. In April 2014, the Company completed its acquisition of Lumière Place which was the primary reason for the increase in net revenues for the nine months ended September 30, 2015. At Tropicana Evansville, lower table games volumes and table games hold were offset by reductions in free slot play, resulting in total casino revenues for the nine months ended September 30, 2015 that were in line with the comparable prior year period. In addition, efforts in Evansville to shift revenues from complimentary to cash resulted in a reduction in promotional allowances, which contributed to the increase in net revenues. The occupancy rate for each of the nine months ended September 30, 2015 and 2014 in the Central region was 79%. The average daily room rate in the Central region was $135 for both the nine months ended September 30, 2015, and the nine months ended September 30, 2014.

In the West region, net revenues were $79.5 million for the nine months ended September 30, 2015, an increase of $0.8 million, or 1.0%, compared to the nine months ended September 30, 2014. The increase was driven by increases in net revenues at Tropicana Laughlin, offset by lower net revenues at MontBleu. Slot revenues at Tropicana Laughlin increased 10.5% due to increased slot volumes, while table games revenues at the property were in line with the prior year. Net revenues at Tropicana Laughlin increased $5.2 million for the nine months ended September 30, 2015 compared to the same period in the prior year primarily due to increased customer visitation related to marketing incentives given to our casino patrons and lower gas prices. At MontBleu, net revenues declined $4.4 million in the nine months ended September 30, 2015 compared to the same period of the prior year due to decreased customer visitation related to the room renovation at our property and a new competitor opening during the period, as previously discussed. The average daily room rate for the West region was $50 for the nine months ended September 30, 2015 compared to $51 for the nine months ended September 30, 2014. The occupancy rate for the nine months ended September 30, 2015 and 2014 at our properties in the West region was 59% and 58%, respectively.

In the South and other region, net revenues were $72.4 million for the nine months ended September 30, 2015, an increase of $3.1 million, or 4.4%, compared to the nine months ended September 30, 2014. The increase was primarily due to a $2.5 million increase in casino revenues, as well as increases in food and beverage revenues for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014. Casino revenues in the South and other region increased due to a 2.4% increase in slot volumes combined with a 7.0% increase in table games volumes, partially offset by a 2.9 percentage point decline in the table games hold. Tropicana Greenville's net revenues increased $3.8 million due to 17.5% higher slot volumes and 38.5% higher table games volumes. Tropicana Greenville opened its new gaming operation expansion in October 2014, which includes new gaming options, a VIP Lounge, a casual dining restaurant, a live entertainment stage and covered casino parking. Net revenues at the Belle of Baton Rouge decreased 1.1% for the nine months ended September 30, 2015, primarily due to a decrease in the table game hold of 3.3 points, although table games volume increased 4.0%. At Tropicana Aruba decreased slot volumes and table games volumes due to the closure of the casino for renovations, partially offset by an increase in the table hold percentage, contributed to a 4.1% decrease in net revenues during the nine months ended September 30, 2015. The casino floor at Tropicana Aruba reopened mid-February 2015. The occupancy rate at our properties in the South and other region was 71% for each of the nine months ended September 30, 2015 and 2014. The average daily room rate for the South and other region was $78 and $79 for the nine months ended September 30, 2015 and 2014, respectively.

Operating Income

In the East region, the operating income for the nine months ended September 30, 2015 was $29.1 million, compared to an operating income of $48.6 million for the nine months ended September 30, 2014. The operating income in the East region for the nine months ended September 30, 2015 declined in comparison to the prior year primarily due to a real estate tax settlement in 2014 which resulted in a $31.7 million one-time cash payment received by Tropicana AC, which was partially offset by the improvements in net revenues during the 2015 period, as previously discussed.

In the Central region, the operating income for the nine months ended September 30, 2015 was $31.8 million, a $10.0 million increase compared to the nine months ended September 30, 2014. In April 2014, we completed the acquisition of Lumière Place which contributed $6.9 million of the increase in operating income for the nine months ended September 30, 2015. The additional increase in operating income is related to the increase in net revenues in Tropicana Evansville discussed above, combined with decreased operating expenses during the nine months ended September 30, 2015.

In the West region, the operating income for the nine months ended September 30, 2015 was $9.2 million, a $2.1 million decrease compared to the nine months ended September 30, 2014. Operating income at Tropicana Laughlin increased $2.3 million for the nine months ended September 30, 2015 compared to the same period of 2014, resulting from the increased net revenues, as previously discussed. However, this increase was offset by a decline in operating income at MontBleu, where although management focused on controlling operating costs and expenses during the disruption caused by the ongoing room renovation project, the reduction in expenses only partially offset the decreased revenues during the nine months ended September 30, 2015 at the property.

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In the South and other region operating income for the nine months ended September 30, 2015 was $6.5 million, a $3.0 million decrease compared to the nine months ended September 30, 2014. This decrease is primarily due to a gain on insurance recoveries of $4.6 million, net of expenses and write-downs recorded in the nine months ended September 30, 2014. Expenses reductions at the Belle of Baton Rouge more than offset the decline in net revenues in the nine months ended September 30, 2015 as compared to the same period of the prior year, resulting in an increase in operating income at the propery of $0.5 million. Operating income, excluding the impact of the insurance recovery in 2014, at Tropicana Greenville increased $1.8 million, resulting from the increase in net revenues, as previously discussed. Operating income at Tropicana Aruba decreased $0.7 million, primarily resulting from lower net revenues at the property.

Corporate expenses were $12.4 million for the nine months ended September 30, 2015, a $10.1 million decrease from the nine months ended September 30, 2014, driven primarily by a $9.1 million goodwill impairment recognized during the nine months ended September 30, 2014 due to Tropicana AC's carrying value exceeding its fair value. Corporate expenses for the nine months ended September 30, 2015 include expenses associated with the launch of TropWorld Games' social gaming website in July 2015.

Interest Expense

Interest expense for the nine months ended September 30, 2015 and 2014 was $9.1 million and $9.6 million, respectively. The interest expense for the nine months ended September 30, 2015 decreased compared to the prior year period primarily due to a higher amount of interest capitalized in 2015 related to ongoing construction projects, together with a reduced principal balance on our New Term Loan Facility which accrues interest at a floating rate, which was 4.0% per annum as of September 30, 2015. Cash paid for interest, net of interest capitalized, decreased to $8.5 million from $8.8 million for the nine months ended September 30, 2015 and 2014, respectively, related to the higher capitalization of interest in 2015. Interest expense also includes approximately $0.8 million of amortization of debt issuance costs and discounts for each of the nine months ended September 30, 2015 and 2014, respectively.

Income Taxes

Income tax expense from continuing operations was $22.7 million for the nine months ended September 30, 2015 and our effective income tax rate was 40.9%. The difference between the federal statutory rate of 35% and the effective tax rate for the nine months ended September 30, 2015 was primarily due to the disallowed foreign losses, state income taxes (net of federal benefit), and other permanent differences. For the nine months ended September 30, 2014, the income tax expense from continuing operations was $19.9 million and our effective tax rate was 32.7%. The difference between the federal statutory rate of 35% and the effective tax rate for the nine months ended September 30, 2014, was primarily due to the utilization of our deferred tax assets offset by disallowed foreign losses, the goodwill impairment, state income taxes (net of federal benefit), and other permanent differences.

Discontinued Operations

On July 1, 2014, we entered into and closed an asset purchase agreement with Laughlin Hotel, LLC and Nevada Restaurant Services, Inc. Pursuant to the terms of the asset purchase agreement substantially all of the assets associated with the operation of River Palms were sold 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. Accordingly, the results of operations of River Palms are presented as discontinued operations in the accompanying condensed consolidated statements of income for all periods presented.

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. We believe that we will have sufficient liquidity through available cash, credit facilities and cash flow from our properties to fund our cash requirements and capital expenditures for our normal 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 that 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. Liquidity may be impacted if stock repurchases are made under the stock repurchase program noted below (the "Stock Repurchase Program").

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

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to execute on such strategic growth, and we may incur additional debt or issue additional equity to finance any such transactions. We cannot assure that we will be able to incur such debt or issue any such additional equity on acceptable terms or at all. In April 2014, we completed our purchase of Lumière Place for a cash purchase price of $261.3 million, which includes an adjustment for working capital as of the acquisition date. We used a portion of the proceeds from the New Term Loan Facility to fund the purchase of Lumière Place.

Our material cash requirements for our existing properties 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) maintenance capital expenditures expected to be between $30 million and $40 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 approximately $6.8 million. Except for $24 million of capital renovation at MontBleu required by its lease agreement, of which approximately $21.5 million has been expended to date, 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 $18.8 million of our CRDA deposits ("Approved CRDA Project Funds") for certain capital expenditures relating to Tropicana AC. In addition we have been approved for approximately $4.8 million in a grant through the New Jersey Economic Development Authority, ERG Grant Program ("ERG Grant").

The following table summarizes our cash flows, which includes cash flows generated from discontinued operations within operating and investing activities (in thousands):



	Nine months ended September 30,
	2015			2014
Cash Flow Information:
Net cash provided by operating activities	$	99,099		$	100,967
Net cash used in investing activities	(71,156		)	(273,619		)
Net cash used in financing activities	(554		)	(2,270		)
Net increase (decrease) in cash and cash equivalents	$	27,389		$	(174,922	)

During the nine months ended September 30, 2015, our operating activities provided $99.1 million in cash. Cash paid for interest, net of interest capitalized, was $8.5 million and $8.8 million for the nine months ended September 30, 2015 and 2014, respectively. This decrease primarily relates to the decreased principal balance under our New Term Loan Facility and the capitalization of interest in 2015. Net cash provided by operating activities for the nine months ended September 30, 2015 decreased from the prior year period due to the $31.7 million cash gain on a property tax settlement. Operating cash used in discontinued operations was $1.7 million for the nine months ended September 30, 2014.

During the nine months ended September 30, 2015, our investing activities used $71.2 million in cash. Net cash used in investing activities primarily consisted of $77.4 million for capital expenditures, partially offset by $9.9 million of Approved CRDA Project Fund reimbursements received, which is included in Other investing activities. Other investing activities also includes $3.3 million of CRDA reinvestment obligations paid and the purchase of Ruby Seven Studios Inc. Series A-1 Preferred Stock for $1.5 million, offset by $2.6 million in sales and luxury tax rebates in the nine months ended September 30, 2015. Net cash used in investing activities during the nine months ended September 30, 2014 consisted of $237.3 million related to the Lumière Place Acquisition, net of cash acquired, $52.0 million for capital expenditures, offset by $5.2 million in insurance proceeds and $2.5 million in sales and luxury tax rebates included in other investing activities. Capital expenditures 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. Investing cash used in discontinued operations for capital expenditures was $0.4 million for the nine months ended September 30, 2014.

During the nine months ended September 30, 2015, our financing activities used $0.6 million in cash. Net cash used in financing activities for the nine months ended September 30, 2015 primarily consisted of amounts previously classified as restricted cash offset by payments on the New Term Loan Facility. Net cash used by financing activities for the nine months ended September 30, 2014 primarily consisted of payments on the New Term Loan Facility.

New Credit Facilities

On November 27, 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 is amortized 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.

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Approximately $172.4 million of the net proceeds from the New Credit Facilities were used to repay in full the principal amounts outstanding under our then existing Credit Facilities. The Credit Facilities were terminated effective as of November 27, 2013. A portion of the proceeds from the New Credit Facilities was used to finance our acquisition of Lumière Place 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 September 30, 2015, 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 nine months ended September 30, 2015 and 2014 was $9.1 million and $9.6 million, respectively, which includes $0.8 million of amortization of the related debt discounts and debt issuance costs for each of the nine months ended September 30, 2015 and 2014.

Stock Repurchase Program

On July 31, 2015 our Board of Directors authorized the repurchase of up to $50 million of our outstanding common stock with no set expiration date. The Stock Repurchase Program will end upon the earlier of the date on which the plan is terminated by the Board of Directors or when all authorized repurchases are completed. The timing and amount of stock repurchases, if any, will be determined based upon our evaluation of market conditions and other factors. The Stock Repurchase Program may be suspended, modified or discontinued at any time and we have no obligation to repurchase any amount of our common stock under the Stock Repurchase Program. As of the date of this report, we have not yet repurchased any shares of our common stock under the Stock Repurchase program.

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.

Critical Accounting Policies

There have been no material changes to our critical accounting policies during the nine months ended September 30, 2015 compared to those reported in our Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 3. 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 exposure to market risk is interest rate risk associated with our New Term Loan Facility that bears interest based on floating rates. Based on our borrowings as of September 30, 2015, assuming a 1% increase over the 4.0% minimum interest rate specified in our New Term Loan Facility, our annual interest cost would increase by approximately $2.9 million.

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ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Executive Vice President, Chief Financial Officer (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 September 30, 2015. 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 that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

For a description of our previously reported legal proceedings, refer to "Item 3-Legal Proceedings" in our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material developments with respect to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2014, except as discussed in Note 14- Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements.

ITEM 1A. RISK FACTORS.

"Item 1A.—Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2014 includes a discussion of our risk factors. Except as discussed in our Quarterly Report on Form 10-Q for the period ending June 30, 2015, there have been no material changes to our risk factors during the nine months ended September 30, 2015 as compared to those risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2014. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

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ITEM 6. EXHIBITS.

(a) 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 Commission 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		Second Amended and Restated Bylaws of Tropicana Entertainment Inc. (Incorporated by reference to the Company's Current Report on Form 8-K dated January 7, 2011)

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)

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.IN*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition

*	Filed herewith
**	This exhibit is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



		TROPICANA ENTERTAINMENT INC.

Date:	November 3, 2015	By:	/s/ THERESA GLEBOCKI
		Name:	Theresa Glebocki
		Title:	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Tropicana Entertainment Inc. - FORM 10-Q - November 3, 2015

Attached files

Tropicana Entertainment Inc. Reports