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PNK > SEC Filings for PNK > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for PINNACLE ENTERTAINMENT INC


6-Nov-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 President 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 spring of 2010. In Louisiana, we have begun the foundation work for our Sugarcane Bay casino-hotel adjacent to L'Auberge du Lac, and continue to proceed with design and entitlement work 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 continue to build our systems and add locations to build 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.
In July, we successfully amended our bank credit facility to, among other things, permit the issuance of senior unsecured debt. In August 2009, we closed a private offering of $450 million in aggregate principal amount of 8.625% senior notes due 2017 (the "8.625% Notes"). The $434 million in net proceeds was used to repay our funded bank borrowings of $206 million, repurchase both our existing 8.75% senior subordinated notes due 2013 (the "8.75% Notes") and $75.0 million in aggregate principal amount of our existing 8.25% senior subordinated notes due 2012 (the "8.25% Notes"), and for general corporate purposes.


Table of Contents

                             RESULTS OF OPERATIONS
The following table highlights our results of operations for the three and nine
months ended September 30, 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             For the nine months ended
                                                 September 30,                         September 30,
                                           2009                2008               2009               2008
                                                                   (in millions)
Revenues:
L'Auberge du Lac                       $        85.8       $        81.8      $      260.8       $      253.3
Boomtown New Orleans                            32.6                37.4             106.4              118.9
Lumière Place                                   55.6                45.7             162.9              127.0
Belterra Casino Resort                          41.7                43.9             125.4              130.3
Boomtown Bossier City                           23.3                22.5              70.8               68.2
Casino Magic Argentina                           9.1                11.4              27.2               30.5
Boomtown Reno                                   11.5                14.9              29.7               37.1
President Casino                                 5.0                 5.2              15.8               20.3
Other                                            0.8                   -               1.6                0.2

Total Revenue                          $       265.4       $       262.8      $      800.6       $      785.8

Operating income (loss)                $         6.4       $        (7.4 )    $       35.4       $      (36.1 )

Loss from continuing operations        $       (21.7 )     $        (8.3 )    $      (15.5 )     $      (72.4 )

Adjusted EBITDA: (a)
L'Auberge du Lac                       $        19.2       $        18.6      $       64.2       $       59.9
Boomtown New Orleans                             7.8                11.3              32.0               40.3
Lumière Place                                   11.0                 3.2              31.5                3.9
Belterra Casino Resort                           7.2                 8.5              23.2               23.7
Boomtown Bossier City                            5.0                 4.5              15.9               13.2
Casino Magic Argentina                           2.4                 3.8               7.4                9.6
Boomtown Reno                                   (0.1 )               0.5              (1.4 )             (2.9 )
President Casino                                (0.7 )              (1.7 )            (1.3 )             (3.4 )

(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, gain (loss) on sale of certain assets, gain
(loss) on sale of equity securities, loss on early extinguishment of debt and discontinued operations.

Segment comparison of the three and nine months ended September 30, 2009 and 2008
L'Auberge du Lac

                                                               Percentage                                          Percentage
                               For the three months             Increase/            For the nine months            Increase/
                                ended September 30,            (Decrease)            ended September 30,           (Decrease)
                               2009             2008          2009 vs. 2008          2009            2008         2009 vs. 2008
                                   (in millions)                                        (in millions)
Gaming revenues             $     75.1       $     71.4                  5.2 %    $    228.8       $  222.8                  2.7 %
Total revenues                    85.8             81.8                  4.9 %         260.8          253.3                  3.0 %
Operating income                  11.9             10.4                 14.4 %          42.5           33.2                 28.0 %
Adjusted EBITDA                   19.2             18.6                  3.2 %          64.2           59.9                  7.2 %


Table of Contents

L'Auberge du Lac, our largest property, increased revenues and Adjusted EBITDA during the three and nine months ended September 30, 2009 compared to the prior-year periods, reflecting improved utilization of the guestroom and amenity expansion which opened in early 2008. In addition, L'Auberge du Lac was closed for nine days during the quarter ended September 30, 2008 due to Hurricanes Gustav and Ike. There have been no such closures in the current year. Boomtown New Orleans

                                                               Percentage                                           Percentage
                               For the three months             Increase/             For the nine months            Increase/
                                ended September 30,            (Decrease)             ended September 30,           (Decrease)
                               2009             2008          2009 vs. 2008           2009            2008         2009 vs. 2008
                                   (in millions)                                         (in millions)
Gaming revenues             $     31.2       $     35.8                (12.8 )%    $    101.7       $  114.0                (10.8 )%
Total revenues                    32.6             37.4                (12.8 )%         106.4          118.9                (10.5 )%
Operating income                   6.1              9.3                (34.4 )%          26.4           33.9                (22.1 )%
Adjusted EBITDA                    7.8             11.3                (31.0 )%          32.0           40.3                (20.6 )%

Results during the three and nine months ended September 30, 2009 at Boomtown New Orleans reflect the heightened competition in the area, principally from the Mississippi Gulf Coast; levee construction along the primary access road to our property; as well as general economic conditions. To address the increased competition, Boomtown New Orleans is revisiting certain aspects of its marketing program, including increased marketing efforts to draw in local customers with events and promotions, which in the current period has resulted in increased costs and reduced Adjusted EBITDA.
Lumière Place

                                                               Percentage                                          Percentage
                               For the three months             Increase/            For the nine months            Increase/
                                ended September 30,            (Decrease)            ended September 30,           (Decrease)
                               2009             2008          2009 vs. 2008          2009            2008         2009 vs. 2008
                                   (in millions)                                        (in millions)
Gaming revenues             $     44.4       $     35.1                 26.5 %    $    133.0       $  103.1                 29.0 %
Total revenues                    55.6             45.7                 21.7 %         162.9          127.0                 28.3 %
Operating income (loss)            2.2             (6.4 )              134.4 %           5.5          (28.6 )              119.2 %
Adjusted EBITDA                   11.0              3.2                243.8 %          31.5            3.9                707.7 %

Lumière Place includes the Lumière Place Casino, which opened in late 2007, the Pinnacle-owned Four Seasons Hotel St. Louis and HoteLumière, each of which opened in early 2008, and other amenities, comprising the Lumière Place complex. Overall operational results at Lumière Place continued to improve in the three and nine months ended September 30, 2009 as it entered its second year of operations, consistent with most new casino openings. In addition, Missouri's gambling loss limit, wherein players were required to have player cards and losses were limited to $500 in a two-hour period, was repealed in November 2008, commensurate with an increase in the gaming tax rate. Marketing and payroll costs declined during the three and nine months ended September 30, 2009 compared to the prior-year period due to the maturation of the property. Belterra Casino Resort

                                                               Percentage                                           Percentage
                               For the three months             Increase/             For the nine months            Increase/
                                ended September 30,            (Decrease)             ended September 30,           (Decrease)
                               2009             2008          2009 vs. 2008           2009            2008         2009 vs. 2008
                                   (in millions)                                         (in millions)
Gaming revenues             $     35.2       $     36.3                 (3.0 )%    $    107.8       $  111.0                 (2.9 )%
Total revenues                    41.7             43.9                 (5.0 )%         125.4          130.3                 (3.8 )%
Operating income                   3.9              5.0                (22.0 )%          13.1           12.8                  2.3 %
Adjusted EBITDA                    7.2              8.5                (15.3 )%          23.2           23.7                 (2.1 )%


Table of Contents

Results during the three and nine months ended September 30, 2009 at Belterra reflect the effects of increased competition in the area, as well as general economic conditions. 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 significantly nicer permanent facility in March 2009. Another competitor opened a new, larger casino in Lawrenceburg, Indiana in June 2009, replacing a smaller facility. On November 3, 2009, Ohio voters passed a constitutional amendment which allows only one casino to be developed in each of Cincinnati, Columbus, Cleveland and Toledo. In the event a new casino is developed in Cincinnati, which is likely to take several years to develop, it will provide additional competition to Belterra.
Boomtown Bossier City

                                                               Percentage                                           Percentage
                               For the three months             Increase/            For the nine months             Increase/
                                ended September 30,            (Decrease)            ended September 30,            (Decrease)
                               2009             2008          2009 vs. 2008          2009            2008          2009 vs. 2008
                                   (in millions)                                        (in millions)
Gaming revenues             $     22.0       $     21.1                  4.3 %    $     66.7       $    64.1                  4.1 %
Total revenues                    23.3             22.5                  3.6 %          70.8            68.2                  3.8 %
Operating income                   3.4              2.6                 30.8 %          11.0             7.5                 46.7 %
Adjusted EBITDA                    5.0              4.5                 11.1 %          15.9            13.2                 20.5 %

Boomtown Bossier City achieved increased revenues and Adjusted EBITDA despite the competitive Bossier City/Shreveport gaming market through a refinement of the property's marketing efforts and certain cost-cutting measures. Boomtown Bossier competes with four casino-hotels and a racetrack offering slot machines. In addition, the Bossier City/Shreveport gaming market, which is approximately 188 miles east of Dallas/Fort Worth, competes with significant and growing Native American gaming in southern Oklahoma, located approximately 60 miles north of Dallas/Fort Worth.
Casino Magic Argentina

                                                               Percentage                                            Percentage
                               For the three months             Increase/             For the nine months             Increase/
                                ended September 30,            (Decrease)             ended September 30,            (Decrease)
                              2009             2008           2009 vs. 2008           2009            2008          2009 vs. 2008
                                   (in millions)                                         (in millions)
Gaming revenues             $     8.2       $      10.1                (18.8 )%    $     24.5       $    27.6                (11.2 )%
Total revenues                    9.1              11.4                (20.2 )%          27.2            30.5                (10.8 )%
Operating income                  1.7               2.7                (37.0 )%           5.2             6.8                (23.5 )%
Adjusted EBITDA                   2.4               3.8                (36.8 )%           7.4             9.6                (22.9 )%

Casino Magic Argentina includes a sizable casino-hotel facility in Neuquén, which includes 1,076 gaming positions, and several smaller casinos in other parts of the Province of Neuquén, with an aggregate 361 gaming positions. Revenues have decreased due to a recent decline in the value of the Argentine peso, as well as weakness in the Argentine economy. The decrease in Adjusted EBITDA reflects the currency decline and inflation of certain costs, principally payroll costs.
Under terms of our concession agreement with the Province of Neuquén (the "province"), our license in Neuquén and San Martin de los Andes is to be extended from 2016 to 2021 with the completion of a luxury hotel. We opened such hotel in June 2008 and are awaiting the formal government approval of such extension. The provincial government has passed a resolution calling for an increase in the gaming tax rate. Our concession agreement with the province caps the gaming tax rate at current levels. We have had discussions with the province suggesting that the concession agreement could be renegotiated to incorporate a longer term than 2021 and a somewhat higher tax rate. There is no certainty that such a revision will be consummated.


Table of Contents

Boomtown Reno

                                                               Percentage                                            Percentage
                               For the three months             Increase/             For the nine months             Increase/
                                ended September 30,            (Decrease)             ended September 30,            (Decrease)
                               2009             2008          2009 vs. 2008           2009            2008          2009 vs. 2008
                                   (in millions)                                         (in millions)
Gaming revenues             $      6.6       $      7.5                (12.0 )%    $     17.2       $    18.9                 (9.0 )%
Total revenues                    11.5             14.9                (22.8 )%          29.7            37.1                (19.9 )%
Operating loss                    (0.8 )           (0.7 )               14.3 %           (4.5 )          (7.6 )              (40.8 )%
Adjusted EBITDA loss              (0.1 )            0.5               (120.0 )%          (1.4 )          (2.9 )              (51.7 )%

Boomtown Reno has been affected by significant competition from the northern California Native American gaming market, as well as poor economic conditions in both the region and northern California. Improvements in operating income and Adjusted EBITDA for the nine-month period are due to cost-cutting measures. Employee headcount as of September 30, 2009 has decreased 21% from September 30, 2008.
President Casino

                                                               Percentage                                            Percentage
                               For the three months             Increase/             For the nine months             Increase/
                                ended September 30,            (Decrease)             ended September 30,            (Decrease)
                               2009             2008          2009 vs. 2008           2009            2008          2009 vs. 2008
                                   (in millions)                                         (in millions)
Gaming revenues             $      4.6       $      4.8                 (4.2 )%    $     14.8       $    18.6                (20.4 )%
Total revenues                     5.0              5.2                 (3.8 )%          15.8            20.3                (22.2 )%
Operating loss                    (1.4 )           (4.0 )              (65.0 )%          (3.3 )          (9.7 )              (66.0 )%
Adjusted EBITDA loss              (0.7 )           (1.7 )              (58.8 )%          (1.3 )          (3.4 )              (61.8 )%

Due principally to competition from the neighboring Lumière Place and an expanded competing property across the river, revenues for the three and nine months ended September 30, 2009 have decreased from the same period in the prior year. As a result, beginning in late 2008, we eliminated mid-week table game operations at the President Casino and reduced operating hours for the entire casino mid-week. These cost-cutting measures have resulted in a decreased Adjusted EBITDA loss for the three and nine months ended September 30, 2009. During 2008, operations at the President Casino were also adversely affected due to temporary flood related closures.
The President Casino operates on a vessel known as the Admiral. The hull of the Admiral was built in 1904. The certification of the hull by ABS Consulting ("ABS") expires in July 2010, and the Admiral may not be used to carry passengers beyond that date without significant repairs and/or specific approval. We currently intend to repair the hull of the Admiral prior to the expiration of the ABS certification in July 2010. For further detail regarding the ABS certification, see Note 6, Commitments and Contingencies, to the unaudited Condensed Consolidated Financial Statements.


Table of Contents

Other factors affecting loss from continuing operations The following are a description of the other costs and benefits for the three months ended September 30, 2009 and 2008, respectively:

                                                               Percentage                                           Percentage
                                For the three months            Increase/             For the nine months            Increase/
                                ended September 30,            (Decrease)             ended September 30,           (Decrease)
                                2009             2008         2009 vs. 2008           2009            2008         2009 vs. 2008
                                   (in millions)                                         (in millions)
Other benefits (costs):
Corporate expenses           $      (8.7 )     $   (8.9 )               (2.2 )%    $    (26.1 )     $  (30.3 )              (13.9 )%
Depreciation and
amortization                       (25.8 )        (29.7 )              (13.1 )%         (78.1 )        (89.2 )              (12.4 )%
Pre-opening and
development costs                   (8.6 )        (14.6 )              (41.1 )%         (21.1 )        (45.9 )              (54.0 )%
Non-cash share-based
compensation                        (2.1 )         (2.0 )                5.0 %           (9.8 )         (6.9 )               42.0 %
Write-downs, reserves and
recoveries, net                     (0.3 )         (0.9 )              (66.7 )%          (1.0 )         (8.2 )              (87.8 )%
Other non-operating
income                               0.1            0.8                (87.5 )%           0.3            2.5                (88.0 )%
Gain on sale of equity
securities                             -              -                    -             12.9              -                  100 %
Impairment of investment
in equity securities                   -              -                    -                -          (22.6 )                100 %
Interest expense, net of
capitalized interest               (18.7 )        (11.0 )               70.0 %          (51.5 )        (34.7 )               48.4 %
Loss on early
extinguishment of debt              (8.8 )            -                 (100 )%          (8.8 )            -                 (100 )%
Income tax benefit
(expense)                           (0.6 )          9.3               (106.5 )%          (3.8 )         18.6               (120.4 )%

Corporate expenses represent unallocated payroll, professional fees, rent, travel expenses and other general and administrative expenses not directly incurred by our casino and hotel operations. Such expenses decreased in the three and nine months ended September 30, 2009 due to the relocation of some offices to lower-rent spaces, the decision to reduce the scope of an employee 401(k) matching program for 2008 and the first half of 2009 and other smaller items. Additionally, the prior-year nine-month period included approximately $1.5 million of compensation expense related to the resignation of a corporate officer.
Depreciation and amortization expense decreased in the three and nine months ended September 30, 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 authoritative guidance, and for the three and nine months ended September 30, 2009 and 2008 consist of the following:

                                               For the three months ended               For the nine months ended
                                                      September 30,                           September 30,
                                               2009                  2008               2009                 2008
                                                                         (in millions)
Pre-opening and development costs:
. . .
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