DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements that we believe are, or may be considered to be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as "may," "will," "expect," "intend," "estimate," "foresee," "project," "anticipate," "believe," "plans," "forecasts," "continue" or "could" or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management's opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

For a more complete description of the risks that may affect our business, see our Annual Report on Form 10-K for the year ended April 29, 2012.

Executive Overview

We are a developer, owner and operator of branded gaming facilities and related lodging and entertainment facilities in regional markets in the United States. We have intentionally sought geographic diversity to limit the risks caused by weather, regional economic difficulties and local gaming authorities and regulations. We currently operate casinos in Mississippi, Louisiana, Missouri, Iowa, Colorado and Florida. We also operate a harness racing track at our casino in Florida.

Our operating results for the periods presented have been affected, both positively and negatively, by current economic conditions and several other factors discussed in detail below. Our historical operating results may not be indicative of our future results of operations because of these factors and the changing competitive landscape in each of our markets, as well as by factors discussed elsewhere herein. This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Annual Report on Form 10-K for the year ended April 29, 2012 and by giving consideration to the following:

Items Impacting Income (Loss) from Continuing Operations- Significant items impacting our income (loss) from continuing operations during the fiscal quarters ended July 29, 2012, and July 24, 2011 are as follows:

Flooding-Due to flooding along the Mississippi River, five of our properties were closed for a portion of our first quarter ended July 24, 2011. A summary of the closure dates and subsequent reopening is as follows:

                                                                Number Days
                            Closing Date     Reopening Date       Closed
Davenport, Iowa            April 15, 2011      May 1, 2011               15 (A)
Caruthersville, Missouri      May 1, 2011     May 13, 2011               12
Lula, Mississippi             May 3, 2011     June 3, 2011               31
                                            September 2, 2011            91 (B)
Natchez, Mississippi          May 7, 2011     June 17, 2011              41
Vicksburg, Mississippi       May 11, 2011     May 27, 2011               16

(B) The second casino barge reopened on September 2, 2011 after flood damage was remediated.

Increased Competition - From time to time, new or expanded facilities by our competitors impact our results. For example, competition from a new casino in Kansas opened during February 2012 negatively impacted our Kansas City casino and expansion by a competitor in February 2012 has negatively impacted our Pompano casino.

Income Tax Provision(Benefit) - During the fourth quarter of fiscal 2012, we recorded a valuation allowance reducing our deferred tax assets as a result of evaluating the expected net realizable value of our deferred tax assets, including our net operating loss carry forwards. The impact of reversing approximately $1.1 million of valuation allowance during the first quarter of fiscal 2013 has been to reduce our overall effective tax rate for continuing operations from 37.8% for the quarter ended July 24, 2011 to 21.7% for the quarter ended July 29, 2012.

Discontinued Operations

Agreement to Sell Biloxi -During March 2012, we entered into a definitive agreement to sell our subsidiary, which owns and operates our casino and hotel operations in Biloxi for $45 million subject to regulatory approval and other customary closing conditions. We expect this transaction to close by the end of calendar 2012.

Revenues and Operating Expenses



Revenues and operating expenses for the three months ended July 29, 2012 and
July 24, 2011 are as follows:



                                          Three Months Ended
                                         July 29,    July 24,                Percentage
(in thousands)                             2012        2011      Variance     Variance
Revenues:
Casino                                  $  250,269   $ 235,227   $  15,042          6.4 %
Rooms                                        8,630       8,472         158          1.9 %
Food, beverage, pari-mutuel and other       32,806      29,627       3,179         10.7 %
Gross revenues                             291,705     273,326      18,379          6.7 %
Less promotional allowances                (55,882 )   (45,722 )   (10,160 )       22.2 %
Net revenues                               235,823     227,604       8,219          3.6 %

Operating expenses:
Casino                                      38,496      35,971       2,525          7.0 %
Gaming taxes                                61,628      59,517       2,111          3.5 %
Rooms                                        1,773       1,919        (146 )       -7.6 %
Food, beverage, pari-mutuel and other       10,104       9,953         151          1.5 %
Marine and facilities                       13,700      14,126        (426 )       -3.0 %
Marketing and administrative                57,956      56,947       1,009          1.8 %
Corporate and development                    8,473      12,266      (3,793 )      -30.9 %
Preopening expense                             687          36         651          N/M
Depreciation and amortization               16,822      19,176      (2,354 )      -12.3 %
Total operating expenses                $  209,639   $ 209,911        (272 )       -0.1 %

Casino - Casino revenues increased $15.0 million, or 6.4%, for the three months ended July 29, 2012, as compared to the same period in fiscal 2012. Casino revenues for our properties closed due to flooding in fiscal 2012 increased $13.5 million, or 31.8% for the three months ended July 29, 2012, as compared to the same period in fiscal 2012. In addition casino revenues increased $1.2 million at our Pompano property and $1.0 million at our Waterloo property.

Casino operating expenses increased $2.5 million, or 7.0%, for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year. Due to flooding-related closures in the prior year, casino operating expenses for our properties closed in fiscal 2012 increased $1.9 million, or 27.9% for the three months ended July 29, 2012, as compared to the same period in fiscal 2012.

Gaming Taxes - State and local gaming taxes increased $2.1 million, or 3.5%, for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year consistent with the increases in casino revenues.

Rooms - Rooms revenue and expense remained stable for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year.

Food, Beverage, Pari-Mutuel and Other - Food, beverage, pari-mutuel and other revenues increased $3.2 million, or 10.7%, for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year. Food, beverage, pari-mutuel and other revenue for our properties closed due to flooding in fiscal 2012 increased $2.0 million, or 45.4% for the three months ended July 29, 2012, as compared to the same period in fiscal 2012.

Food, beverage, pari-mutuel and other expenses increased $0.2 million, or 1.5%, for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year. Food, beverage, pari-mutuel and other expense for our properties closed due to flooding in fiscal 2012 increased $0.2 million, or 20.9% for the three months ended July 29, 2012, as compared to the same period in fiscal 2012.

Promotional Allowances - Promotional allowances increased $10.2 million, or 22.2%, for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year. Promotional allowances for our properties closed due to flooding increased $5.0 million, or 50.0% for the three months ended July 29, 2012, as compared to the same period in fiscal 2012. During the first quarter of fiscal 2013, we implemented our new customer loyalty program, Fan Club®, at five of our properties. As of July 29, 2012, Fan Club® has been implemented at nine of our properties, with roll-out to remaining properties expected by the end of the fiscal year. Fan Club® allows customers greater choice in how to use their points for cash, free play or food.

Marine and Facilities - Marine and facilities expenses decreased $0.4 million, or 3.0%, for the three months ended July 29, 2012 as compared to the same period in the prior fiscal year. Marine and facilities expense for our properties not closed due to flooding decreased $1.1 million, or 10.0% for the three months ended July 29, 2012, as compared to the same period in fiscal 2012 primarily reflecting cost savings from operating one vessel in Lake Charles and decreased spending for repairs and maintenance.

Marketing and Administrative - Marketing and administrative expenses increased $1.0 million, or 1.8%, for the three months ended July 29, 2012 as compared to the same period in the prior fiscal year. Marketing and administrative expenses for our properties not closed due to flooding increased $1.6 million, or 3.2% for the three months ended July 29, 2012, as compared to the same period in fiscal 2011 reflecting increased marketing expenditures designed to increase market share and customer trials.

Corporate and Development - During the three months ended July 29, 2012, our corporate and development expenses were $8.5 million compared to $12.3 million for the three months ended July 24, 2011. The decrease is primarily the result of decreased incentive compensation of $1.8 million and decreased insurance costs of $0.8 million compared to the same period of fiscal 2012.

Depreciation and Amortization - Depreciation and amortization expense for the three months ended July 29, 2012 decreased $2.4 million, as compared to the same period in the prior fiscal year, primarily due to certain assets becoming fully depreciated.

Other Income (Expense) and Income Taxes



Interest expense, interest income, derivative expense and income tax (provision)
benefit for the three months ended July 29, 2012 and July 24, 2011 are as
follows:



                                   Three Months Ended
                                  July 29,    July 24,                 Percentage
(in thousands)                      2012        2011       Variance     Variance

Interest expense                 $  (20,431 ) $ (21,825 ) $    1,394         -6.4 %
Interest income                         175         243          (68 )      -28.0 %
Derivative income (expense)             134        (231 )        365       -158.0 %
Income tax (provision) benefit       (1,214 )     1,561       (2,775 )     -177.8 %

Interest Expense - Interest expense decreased $1.4 million for the three months ended July 29, 2012, as compared to the same period in the prior fiscal year. This decrease primarily reflects the capitalization of interest associated with the construction of our new Cape Girardeau casino.

Liquidity and Capital Resources

Cash Flows from Operating Activities - During the three months ended July 29, 2012, we generated $40.1 million in cash flows from operating activities compared to generating $22.5 million during the three months ended July 24, 2011. The year over year increase in cash flows from operating activities is primarily the result of increased cash flows from operations as five of our properties were closed for a portion of the fiscal 2012 first quarter due to flooding. Additionally, during fiscal 2013 we collected insurance receivables of $7.4 million related to flooding during the first quarter of fiscal 2012.

Cash Flows used in Investing Activities - During the three months ended July 29, 2012, we used $43.5 million for investing activities compared to using $15.1 million during the three months ended July 24, 2011. Significant investing activities for the three months ended July 29, 2012 included capital expenditures of $43.0 million, of which $27.7 million related to Cape Girardeau. Significant investing activities for the three months ended July 24, 2011 included capital expenditures of $14.6 million, of which $4.1 million related to Cape Girardeau and Nemacolin.

Cash Flows used in Financing Activities - During the three months ended July 29, 2012, our net cash flows used in financing activities were used primarily to repay our outstanding long-term debt of $1.5 million. During the three months ended July 24, 2011, our net cash flows used in financing activities were used primarily to repay our outstanding long-term debt of $14.4 million.

Availability of Cash and Additional Capital - At July 29, 2012, we had cash and cash equivalents of $89.4 million and marketable securities of $24.6 million. As of July 29, 2012, we had no outstanding borrowings under our revolving credit and $493.8 million in term loans outstanding under the senior secured credit facility. Our line of credit availability at July 29, 2012 was approximately $277 million as limited by our leverage ratio.

On August 7, 2012, we completed the issuance and sale of $350 million of 8.875% Senior Subordinated Notes due 2020 (the "New Subordinated Notes") in a private offering. We received net proceeds of $343,000 for this issuance after deducting underwriting discounts. Through August 22, 2012, we have repurchased and retired $338.2 million of our $357.3 million, 7% Subordinated Notes with proceeds from the issuance of the New Subordinated Notes. We intend to use the remaining net proceeds from the issuance of the New Subordinated Notes, together with cash on hand or borrowings under our Credit Facility, to redeem the remainder of our outstanding 7% Subordinated Notes on or before September 7, 2012.

Following completion of the issuance of our New Subordinated Notes and the retirement of the 7% Subordinated Notes, the maturities of our Credit Facility are exended to March 25, 2016 and March 25, 2017 for the revolving line of credit and term loans, respectively, based on the terms of the Credit Facility indenture.

As a result of the above transactions, we expect to incur additional expense related to the write-off of deferred financing costs, issuance costs and other related fees of approximately $3.0 million, including $1.0 million in non-cash charges, during the second quarter of fiscal 2013.

Capital Expenditures and Development Activities-As part of our business development activities, historically we have entered into agreements which have resulted in the acquisition or development of businesses or assets. These business development efforts and related agreements typically require the expenditure of cash, which may be significant. The amount and timing of our cash expenditures relating to development activities may vary based upon our evaluation of current and future development opportunities, our financial condition and the condition of the financing markets. Our development activities are subject to a variety of factors including but not limited to: obtaining permits, licenses and approvals from appropriate regulatory and other agencies, legislative changes and, in certain circumstances, negotiating acceptable leases.

Construction continues to proceed on our Isle Casino Cape Girardeau development.
We anticipate opening by November 1, 2012, subject to regulatory approvals. We currently estimate the cost of the project at approximately $135 million and have incurred capital expenditures of $76.4 million, including capitalized interest, through July 29, 2012. We expect to incur the majority of the remaining capital expenditures for our Cape Girardeau casino on or before December 31, 2012.

On August 20, 2012, the Pennsylvania Supreme Court affirmed the decision of the Pennsylvania Gaming Control Board to award a Category 3 resort gaming license to the Nemacolin Woodlands Resort in Farmington, Pennsylvania. We have a development and management agreement with Nemacolin to build and operate a casino. We are currently finalizing our construction plans and preparing to receive formal bids for the construction of the facility, while we work with the Pennsylvania Gaming Control Board through the remainder of the licensing process. We currently estimate the cost of the project to be at least $50 million and construction is expected to take approximately nine to twelve months once we begin. To date, we have incurred capital expenditures, including capitalized interest, of $1.2 million.

Historically, we have made significant investments in property and equipment and expect that our operations will continue to demand ongoing investments to keep our properties competitive. During the three months ended July 29, 2012, we have incurred capital expenditures at our existing properties of $11 million. For the balance of the current fiscal year, we estimate additional capital expenditures at our existing properties to be approximately $40 million excluding our Cape Girardeau development. Currently in process are several capital projects primarily focused on refreshing our hotel room inventory as well as additional improvements to our Black Hawk and Lake Charles properties, and rebranding our of Vicksburg property to a Lady Luck. Additionally we expect to make several other improvements to our properties including additional Farmers Pick buffets and other food and beverage outlets as well as ongoing maintenance capital. The timing, completion and amount of additional capital projects will be subject to improvement of economic and local market conditions, cash flows from our continuing operations and borrowing availability under our Credit Facility.

Typically, we have funded our daily operations through net cash provided by operating activities and our significant capital expenditures through operating cash flow and debt financing. While we believe that cash on hand, cash flow from operations, and available borrowings under our Credit Facility will be sufficient to support our working capital needs, planned capital expenditures and debt service requirements for the foreseeable future, there is no assurance that these sources will in fact provide adequate funding for our planned and necessary expenditures or that the level of our capital investments will be sufficient to allow us to remain competitive in our existing markets.

We are highly leveraged and may be unable to obtain additional debt or equity financing on acceptable terms if our current sources of liquidity are not sufficient or if we fail to stay in compliance with the covenants of our senior secured credit facility. We will continue to evaluate our planned capital expenditures at each of our existing locations in light of the operating performance of the facilities at such locations.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles that require our management to make estimates and assumptions that affect reported amounts and related disclosures. Management identifies critical accounting estimates as:

† those that require the use of assumptions about matters that are inherently and highly uncertain at the time the estimates are made;

† those estimates where, had we chosen different estimates or assumptions, the resulting differences would have had a material impact on our financial condition, changes in financial condition or results of operations; and

† those estimates that, if they were to change from period to period, likely would result in a material impact on our financial condition, changes in financial condition or results of operations.

For a discussion of our significant accounting policies and estimates, please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations and Notes to Consolidated Financial Statements presented in our 2012 Annual Report on Form 10-K. There were no newly identified significant accounting estimates in the first quarter of fiscal year 2013, nor were there any material changes to the critical accounting policies and estimates set forth in our 2012 Annual Report.