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PNK > SEC Filings for PNK > Form 10-Q on 11-May-2009All Recent SEC Filings

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Form 10-Q for PINNACLE ENTERTAINMENT INC


11-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with, and is qualified in its entirety by, the unaudited Condensed Consolidated Financial Statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
EXECUTIVE SUMMARY Pinnacle Entertainment, Inc. is a developer, owner and operator of casinos and related hospitality and entertainment facilities. We currently operate seven domestic casinos, including L'Auberge du Lac in Lake Charles, Louisiana; Boomtown New Orleans in New Orleans, Louisiana; Belterra Casino Resort in Vevay, Indiana; Boomtown Bossier City in Bossier City, Louisiana; Lumière Place in St. Louis, Missouri; The Admiral Riverboat Casino in St. Louis, Missouri; and Boomtown Reno in Reno, Nevada. Internationally, we operate one significant and several small casinos in Argentina. We previously operated a small casino in the Bahamas, which we closed on January 2, 2009.
We have a number of projects at various stages of development. In south St. Louis County, Missouri, we are building our River City casino, which we expect to open in the first quarter of 2010. In Lake Charles, Louisiana, we have begun site preparation of our planned Sugarcane Bay casino-hotel adjacent to L'Auberge du Lac. In East Baton Rouge Parish, Louisiana, we continue design and entitlement work on our Baton Rouge project, for which we received voter approval in February 2008 permitting construction of a proposed casino-hotel complex. In view of the current constraints on the availability of capital, in April 2009, the Louisiana Gaming Control Board granted us 150-day extensions for completing our Sugarcane Bay project and entering into a construction contract for our Baton Rouge project. We also own well-located casino sites in Atlantic City, New Jersey and in Central City, Colorado, which projects are on indefinite hold.
We operate casino properties, which include gaming, hotel, dining, retail and other amenities. Our operating results are highly dependent on the volume of customers at our properties, which in turn affects the price we can charge for our hotel rooms and other amenities. While we do provide casino credit in several gaming jurisdictions, most of our revenue is cash-based with customers wagering with cash or paying for non-gaming services with cash or credit cards. Our properties generate significant operating cash flow. Our industry is capital intensive and we rely on the ability of our resorts to generate operating cash flow to pay interest, repay debt financing and fund maintenance capital expenditures.
Our long-term strategy is to build or acquire new resorts that are expected to produce favorable returns above our cost of capital; to maintain and improve our existing properties; and to develop the systems to tie all of our casinos together into a national gaming network. Hence, we are developing new, high-quality gaming properties in attractive gaming markets; we are maintaining and improving our existing properties with disciplined capital expenditures; we are developing a customer-loyalty program designed to motivate customers to continue to patronize our casinos; and we may make strategic acquisitions, either alone or with third parties, at terms we believe are reasonable. We continue to make progress toward achieving our long-term strategy.


Table of Contents

                             RESULTS OF OPERATIONS
The following table highlights our results of operations for the three months
ended March 31, 2009 and 2008. As discussed in Note 8 to our unaudited Condensed
Consolidated Financial Statements, we report segment operating results based on
revenues and Adjusted EBITDA. Such segment reporting is on a consistent basis
with how we measure our business and allocate resources internally. See Note 8
to our unaudited Condensed Consolidated Financial Statements for more
information regarding our segment information.

                                                   For the three months ended
                                                            March 31,
                                                    2009                2008
                                                          (in millions)
     Revenues:
     L'Auberge du Lac                           $        88.4       $        81.3
     Boomtown New Orleans                                38.3                42.4
     Lumière Place                                       53.1                37.9
     Belterra Casino Resort                              41.0                42.0
     Boomtown Bossier City                               24.8                23.7
     Casino Magic Argentina                               9.5                 9.2
     The Admiral Riverboat Casino                         6.0                 9.3
     Boomtown Reno                                        7.6                10.7
     Other                                                0.3                 0.1

     Total Revenues                             $       269.0       $       256.6

     Operating income (loss)                    $        18.6       $       (11.8 )

     Income (loss) from continuing operations   $         1.2       $       (15.8 )

     Adjusted EBITDA: (a)
     L'Auberge du Lac                           $        23.5       $        17.7
     Boomtown New Orleans                                13.5                15.3
     Lumière Place                                       10.6                (0.5 )
     Belterra Casino Resort                               7.8                 7.3
     Boomtown Bossier City                                6.2                 4.8
     Casino Magic Argentina                               2.8                 3.2
     The Admiral Riverboat Casino                        (0.2 )              (0.3 )
     Boomtown Reno                                       (1.3 )              (2.2 )

(a) We define Adjusted EBITDA for each segment as earnings before interest income and expense, income taxes, depreciation, amortization, pre-opening and development expenses, non-cash share-based compensation, asset impairment costs, write-downs, reserves, recoveries, corporate-level litigation settlement costs, gain
(loss) on sale of certain assets, loss on early extinguishment of debt, gain
(loss) on sale of equity security investments and discontinued operations.

Segment comparison of the three months ended March 31, 2009 and 2008 L'Auberge du Lac

                            For the three months ended               Percentage
                                     March 31,                   Increase/(Decrease)
                            2009                  2008              2009 vs. 2008
                                   (in millions)
     Gaming revenues    $        78.4         $        72.2                       8.6 %
     Total revenues              88.4                  81.3                       8.7 %
     Operating income            16.2                  10.1                      60.4 %
     Adjusted EBITDA             23.5                  17.7                      32.8 %

L'Auberge du Lac, our largest property, achieved increased revenues and Adjusted EBITDA during the first quarter of 2009 compared to the first quarter of 2008 reflecting improved utilization of the $72 million guestroom and amenity expansion which opened during the first quarter of 2008. The guestroom expansion increased available rooms to 995 from 743, an increase of 34%, resulting in increased lodging, gaming and food and beverage revenues. Marketing and other costs were higher than normal relative to revenues in the first quarter of 2008, due to the start-up of the hotel and amenity expansion.


Table of Contents

Boomtown New Orleans

                           For the three months ended               Percentage
                                    March 31,                   Increase/(Decrease)
                           2009                  2008              2009 vs. 2008
                                  (in millions)
    Gaming revenues    $        36.7         $        40.8                     (10.0 )%
    Total revenues              38.3                  42.4                      (9.7 )%
    Operating income            11.5                  13.2                     (12.9 )%
    Adjusted EBITDA             13.5                  15.3                     (11.8 )%

Results during the first quarter of 2009 at Boomtown New Orleans reflect the November 2008 opening of an additional slot facility in the area, which houses approximately 600 slot machines, as well as levee construction along the major access road to the property. Casino admissions decreased 13% in the first quarter of 2009 compared to the first quarter of 2008. To address this increased competition, Boomtown New Orleans has increased marketing promotions. Lumière Place

                               For the three months ended             Percentage
                                        March 31,                 Increase/(Decrease)
                                2009               2008              2009 vs. 2008
                                      (in millions)
   Gaming revenues           $      44.7       $        33.3                      34.2 %
   Total revenues                   53.1                38.0                      39.7 %
   Operating income (loss)           2.0               (11.9 )                   116.8 %
   Adjusted EBITDA                  10.6                (0.5 )                 2,220.0 %

Lumière Place includes the Lumière Place Casino, which opened in late 2007, Pinnacle-owned Four Seasons Hotel St. Louis and HoteLumière, each of which opened in early 2008 and other amenities, comprising the Lumière Place complex. Consistent with most new casino openings, operations at Lumière Place continued to improve in the first quarter of 2009 as it entered its second year of operations. Adjusted EBITDA and revenues increased in the first quarter of 2009 from the first quarter of 2008 due to the opening of the Four Seasons Hotel and HoteLumière during February 2008, as well as the elimination of certain gaming restrictions related to customer loss limits in November 2008. Consistent with the ramp-up of operations at almost all new casino-hotels, marketing and payroll costs during the first quarter of 2009 are lower than the first quarter of 2008 due to the maturation of the property.
Belterra Casino Resort

                           For the three months ended               Percentage
                                    March 31,                   Increase/(Decrease)
                           2009                  2008              2009 vs. 2008
                                  (in millions)
    Gaming revenues    $        35.8         $        37.1                      (3.5 )%
    Total revenues              41.0                  42.0                      (2.4 )%
    Operating income             4.3                   4.0                       7.5 %
    Adjusted EBITDA              7.8                   7.3                       6.8 %

Belterra achieved an increase in Adjusted EBITDA during the first quarter of 2009, despite a decrease in revenues during the same period, due to focusing of the property's marketing efforts and cost structure. Decreases in revenue are the result of additional competition in the area. During mid-2008, two racetrack casinos in the Indianapolis metropolitan area opened, each of which operate approximately 2,000 slot machines. One of these facilities replaced its temporary casino with a permanent facility in March 2009. Another riverboat competitor plans to open a new, expanded casino in mid-2009.


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Boomtown Bossier City

                            For the three months ended               Percentage
                                     March 31,                   Increase/(Decrease)
                            2009                  2008              2009 vs. 2008
                                   (in millions)
     Gaming revenues    $        23.3         $        22.4                       4.0 %
     Total revenues              24.8                  23.7                       4.6 %
     Operating income             4.6                   3.0                      53.3 %
     Adjusted EBITDA              6.2                   4.7                      31.9 %

Boomtown Bossier has achieved increased revenues and Adjusted EBITDA despite the competitive Bossier City/Shreveport gaming market and has improved Adjusted EBITDA through a focus on the property's marketing efforts and cost structure. Boomtown Bossier competes with four dockside riverboat casino-hotels and a racetrack operation. In addition, the Bossier City/Shreveport gaming market, which is approximately 188 miles east of Dallas/Fort Worth, competes with Native American gaming in southern Oklahoma located approximately 60 miles north of Dallas/Fort Worth.
Casino Magic Argentina

                           For the three months ended              Percentage
                                    March 31,                  Increase/(Decrease)
                            2009                 2008             2009 vs. 2008
                                  (in millions)
     Gaming revenues    $        8.6         $        8.4                       2.4 %
     Total revenues              9.5                  9.2                       3.3 %
     Operating income            2.1                  2.4                     (12.5 )%
     Adjusted EBITDA             2.8                  3.2                     (12.5 )%

Casino Magic Argentina includes a sizable casino-hotel facility in Neuquén and several smaller casinos in other parts of the Province of Neuquén. Revenues have increased due to the opening of all 32 guestrooms of the hotel that adjoins the principal casino in Neuquén, Argentina in June 2008. The decrease in Adjusted EBITDA reflects inflation of certain costs, principally payroll costs. Under terms of our concession agreement with the Province of Neuquén, our exclusivity rights in the Province of Neuquén are to be extended from 2016 to 2021 with the completion of such luxury hotel. We are awaiting the formal government approval of such extension.
The Admiral Riverboat Casino

                           For the three months ended               Percentage
                                    March 31,                   Increase/(Decrease)
                           2009                  2008              2009 vs. 2008
                                  (in millions)
     Gaming revenues   $         5.6         $         8.5                     (34.1 )%
     Total revenues              6.0                   9.3                     (35.5 )%
     Operating loss             (0.9 )                (2.2 )                    59.1 %
     Adjusted EBITDA            (0.2 )                (0.2 )                       -

Beginning in late 2008, we eliminated mid-week table game operations at The Admiral Riverboat Casino and reduced operating hours for the entire casino mid-week. Due to these changes, as well as competition from the neighboring Lumière Place, revenues for the three months ended March 31, 2009 have decreased from the same period in the prior year. These cost-cutting measures have also resulted in Adjusted EBITDA loss for the three months ended March 31, 2009 being essentially the same as for the same period in the prior year. We are evaluating the feasibility, subject to the Missouri Gaming Commission and other approvals, of relocating The Admiral Riverboat Casino to another location. Boomtown Reno

                           For the three months ended               Percentage
                                    March 31,                   Increase/(Decrease)
                           2009                  2008              2009 vs. 2008
                                  (in millions)
     Gaming revenues   $         4.4         $         5.6                     (21.4 )%
     Total revenues              7.6                  10.7                     (29.0 )%
     Operating loss             (2.5 )                (3.9 )                    35.9 %
     Adjusted EBITDA            (1.3 )                (2.2 )                    40.9 %


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Historically, the first quarter is seasonally slow for the Reno market, primarily due to winter weather that can significantly affect traffic flow along Interstate 80. The first quarter of 2009 saw an increase in the number of traffic control days, on which days snow chains are required for drivers. Average traffic counts on the major interstate alongside Boomtown Reno declined 7.8% in the first quarter of 2009 compared to the first quarter of 2008 according to the Nevada Department of Transportation. Due to the winter weather and the highly competitive operating environment attributed to Native American gaming in northern California, revenues decreased during the first quarter of 2009. Despite the decreases in revenues, Adjusted EBITDA loss decreased slightly due to aggressive cost-cutting measures.
Other factors affecting income from continuing operations The following are a description of the other costs and benefits for the three months ended March 31, 2009 and 2008, respectively:

                                          For the three months ended                Percentage
                                                   March 31,                    Increase/(Decrease)
                                           2009                 2008               2009 vs. 2008
                                                 (in millions)
Other benefits (costs):
Corporate expenses                    $         (9.5 )     $         (9.8 )                     (3.1 )%
Depreciation and amortization                  (26.2 )              (28.5 )                     (8.1 )%
Pre-opening and development costs               (5.9 )              (17.1 )                    (65.5 )%
Non-cash share-based compensation               (2.3 )               (1.8 )                     27.8 %
Write-downs, reserves and
recoveries, net                                 (0.4 )                0.1                     (500.0 )%
Other non-operating income                       0.1                  1.1                      (90.9 )%
Interest expense, net of
capitalized interest                           (16.7 )              (12.1 )                     38.0 %
Income tax benefit                               0.6                  7.0                      (91.4 )%

Corporate expenses represent unallocated payroll, professional fees, rent, travel expenses and other general and administrative expenses not directly related to our casino and hotel operations. Such expenses were approximately flat during the first quarter of 2009 compared to the first quarter of 2008. Depreciation and amortization expense decreased in the first quarter of 2009 due to the decreased asset basis resulting from our 2008 fourth quarter impairment of certain long-lived assets.
Pre-opening and Development Costs Pre-opening and development costs are expensed as incurred, consistent with SOP 98-5 "Reporting on the Costs of Start-up Activities" and for the three months ended March 31, 2009 and 2008 consist of the following:

                                                  For the three months ended
                                                           March 31,
                                                  2009                  2008
                                                         (in millions)
    Pre-opening and development costs:
    Atlantic City (a)                         $        3.0         $          5.7
    River City (b)                                     1.2                    0.9
    Baton Rouge                                        1.0                    4.7
    Sugarcane Bay                                      0.6                    0.5
    Kansas City (c)                                      -                    0.8
    Lumière Place                                        -                    3.6
    Missouri Proposition A Initiative                    -                    0.6
    Other                                              0.1                    0.3

    Total pre-opening and development costs   $        5.9         $         17.1

(a) In late 2008, management decided to complete certain demolition projects, but to otherwise suspend substantially all development activities in Atlantic City indefinitely. Such demolition activities were completed in December 2008. The continuing pre-opening and development costs include property taxes and other costs associated with ownership of the land.

(b) Pre-opening costs at the River City project, expected to open in the first quarter of 2010, include $1.0 million and $0.5 million, respectively, for the three months ended March 31, 2009 and 2008 for non-cash, straight-lined rent accruals under a lease agreement.

(c) We withdrew our application as an applicant for the Northeast Kansas Gaming Zone in late 2008 due to deteriorating capital markets.


Table of Contents

Non-cash Share-based Compensation Expense was $2.3 million and $1.8 million for the three months ended March 31, 2009 and 2008, respectively. Such compensation expense relates to the theoretical value of options on the date of issuance and is not related to actual stock price performance. The expense has increased due to additional options granted.
Write-downs, reserves and recoveries, net consist of the following:

                                                   For the three months ended
                                                            March 31,
                                                   2009                  2008
                                                          (in millions)
   Impairment of assets                        $        0.1         $            -
   Loss (gain) on disposal of assets                    0.3                   (0.1 )

   Write-downs, reserves and recoveries, net   $        0.4         $         (0.1 )

Other non-operating income consists primarily of the following:

                                               For the three months ended
                                                        March 31,
                                                2009                 2008
                                                      (in millions)
         Interest income                    $        0.1         $        0.9
         Dividend income                               -                  0.2

         Total other non-operating income   $        0.1         $        1.1

Interest income has decreased during the first quarter of 2009 compared to the first quarter of 2008 primarily due to historically low short-term interest rates in the current period compared to the 2008 quarter, as well as reduced cash balances as we continued to minimize excess cash. The interest earned was also impacted by the traditionally conservative investment options we elect. Interest expense was as follows:

                                                            For the three months ended
                                                                     March 31,
                                                            2009                  2008
                                                                   (in millions)
Interest expense before capitalization of interest      $        18.9         $        19.1
Less: capitalized interest                                       (2.2 )                (7.0 )

Total interest expense, net of capitalized interest     $        16.7         $        12.1

The decrease in capitalized interest was principally due to the suspension of development activities in Atlantic City, partially offset by increases in our River City project.
Income Tax Benefit Our effective income tax rate for continuing operations for the quarter ended March 31, 2009 was an expense of $0.8 million, or 39.7%, as compared to a benefit of $7.0 million, or (30.9)% for the same period last year. Our income tax benefit for the same period last year was negatively affected by non-deductible items such as lobbying expenses and state income tax expense, including the impact of non-deductible gaming taxes for Indiana. In addition, it is reasonably possible that our unrecognized tax benefits will decrease between $4 million and $6 million during the next 12 months.
Discontinued Operations consist of our former Casino Magic Biloxi operations and our operations at The Casino at Emerald Bay in The Bahamas. For the three months ended March 31, 2009 and 2008, respectively, we recorded a loss of $0.1 million and $0.4 million, net of income taxes, related to our operations at The Casino at Emerald Bay in The Bahamas. For the three months ended March 31, 2009 and 2008, respectively, we recorded a loss of $0.2 million and a gain of $21.2 million, net of income taxes, related to insurance proceeds from our former Casino Magic Biloxi property.


Table of Contents

LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2009, we had $131 million of cash and cash equivalents and approximately $172 million of availability under our Credit Facility taking into account the currently applicable covenant restrictions in the indentures governing our notes. We generally produce significant positive cash flows from operations, though this is not always reflected in our reported net income due to large non-cash charges such as depreciation and other non-cash costs. We estimate that approximately $70 million of cash on hand was needed to fund our casino cages, slot machines and day-to-day operating and corporate accounts as of March 31, 2009.
During the first three months of 2009, we continued to maintain reduced cash balances throughout operations, as well as used cash for, among other things, the construction of River City. Our ongoing liquidity will depend on a number of factors, including available cash resources, cash flow from operations, our compliance with covenants contained in the Credit Facility and indentures, and our ability to access the credit and capital markets.

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