UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended June 30, 2016

☐

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 000-54480

ALST CASINO HOLDCO, LLC

(Exact name of registrant as specified in its charter)

Delaware		45-2487922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7300 Aliante Parkway, North Las Vegas, NV		89084
(Address of principal executive offices)		(Zip Code)

(702) 692-7777

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 ☒ No ☐

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 ☒ No ☐

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒	(Do not check if a smaller reporting company)	Smaller reporting company ☐

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

As of August 12, 2016, there were 432,213 units outstanding of the registrant’s common units.

Table Of Contents

ALST CASINO HOLDCO, LLC

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.	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	15
ITEM 4.	CONTROLS AND PROCEDURES.	16

PART II—OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	16
ITEM 1A.	RISK FACTORS.	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	17
ITEM 4.	MINE SAFETY DISCLOSURES.	17
ITEM 5.	OTHER INFORMATION.	17
ITEM 6.	EXHIBITS.	17

	SIGNATURES	18

Table Of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

ALST CASINO HOLDCO, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2016		December 31, 2015
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	10,736	$	17,845
Receivables, net		569		1,200
Inventories		981		934
Prepaid gaming taxes		1,403		1,623
Prepaid expenses and other current assets		1,437		1,209
Total current assets		15,126		22,811
Property and equipment, net		61,640		62,873
Intangible assets, net		1,791		1,878
Other assets, net		4,457		4,394
Total assets	$	83,014	$	91,956

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities:
Current portion of long-term debt	$	83	$	81
Accounts payable		2,092		3,524
Accrued payroll and related		1,774		2,851
Accrued gaming and related		2,592		2,550
Accrued expenses and other current liabilities		612		540
Total current liabilities		7,153		9,546
Long-term debt, less current portion		35,227		43,571
Total liabilities		42,380		53,117
Members’ equity:
Members’ capital		37,254		37,254
Additional paid-in-capital		25		25
Accumulated earnings		3,355		1,560
Total members’ equity		40,634		38,839
Total liabilities and members’ equity	$	83,014	$	91,956

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

Table Of Contents

ALST CASINO HOLDCO, LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015
Revenues:
Casino	$	16,932		$	15,731		$	34,302		$	31,492
Food and beverage		4,680			4,473			9,045			8,413
Room		1,878			1,825			3,741			3,542
Other		925			814			1,831			1,640
Gross revenues		24,415			22,843			48,919			45,087
Promotional allowances		(1,789	)		(1,851	)		(3,640	)		(3,584	)
Net revenues		22,626			20,992			45,279			41,503

Operating costs and expenses:
Casino		6,741			6,482			13,798			13,022
Food and beverage		3,656			3,356			7,105			6,488
Room		880			796			1,767			1,546
Other		397			376			729			731
Selling, general and administrative		5,661			5,599			10,790			10,804
Depreciation and amortization		1,268			1,347			2,512			2,591
(Gain) on disposal of assets, net		-			-			-			(129	)
Total operating costs and expenses		18,603			17,956			36,701			35,053
Operating income		4,023			3,036			8,578			6,450

Other expense:
Loss on extinguishment of debt		(5,141	)		-			(5,141	)		-
Interest expense, net		(456	)		(2,059	)		(1,643	)		(3,390	)
Net (loss) income	$	(1,574	)	$	977		$	1,794		$	3,060

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

Table Of Contents

ALST CASINO HOLDCO, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended
	June 30, 2016			June 30, 2015

Cash flows from operating activities:
Net income	$	1,794		$	3,060
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization		2,512			2,591
Gain on disposal of assets, net		-			(129	)
Amortization of debt discount and debt issuance costs		495			1,642
Loss on the extinguishment of debt		5,141			-
Changes in operating assets and liabilities:
Receivables, net		631			17
Inventories and prepaid expenses		(117	)		1,318
Accounts payable		(1,432	)		98
Accrued payroll and other current liabilities		(963	)		(195	)
Other, net		(63	)		688
Net cash provided by operating activities		7,998			9,090
Cash flows from investing activities:
Capital expenditures		(1,191	)		(3,301	)
Proceeds from sale of property and equipment		-			129
Net cash used in investing activities		(1,191	)		(3,172	)
Cash flows from financing activities:
Principal payments on debt		(15,040	)		(10,037	)
Debt issuance costs		(333	)		-
Borrowings under Revolving Credit Facility		50,000			-
Repayment of Senior Secured Credit Facility		(48,543	)		-
Net cash used in financing activities		(13,916	)		(10,037	)
Net (decrease) in cash and cash equivalents		(7,109	)		(4,119	)
Cash and cash equivalents, beginning of period		17,845			13,888
Cash and cash equivalents, end of period	$	10,736		$	9,769

Supplemental cash flow disclosure:
Cash paid for interest	$	1,137		$	1,748

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

Table Of Contents

ALST CASINO HOLDCO, LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Organization

ALST Casino Holdco, LLC (the “Company,” “we,” “us” or “our”), a Delaware limited liability company, was formed on May 11, 2011. We were formed to acquire substantially all of the equity interests of Aliante Gaming, LLC (“Aliante Gaming”) pursuant to its joint plan of reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The reorganization was completed on November 1, 2011 (the “Effective Date”), resulting in Aliante Gaming, the owner and operator of the Aliante Casino + Hotel, previously known as Aliante Station Casino + Hotel located in North Las Vegas, Nevada (the “Casino”), becoming our wholly owned subsidiary. Prior to the effective date, we conducted no operations and had no material assets or liabilities.

Background

As a result of macroeconomic conditions, including the economic downturn in the Las Vegas area and low consumer confidence levels generally commencing in 2007, Aliante Gaming’s results of operations were adversely affected causing Aliante Gaming to default under its $430.0 million credit facility (“Previous Facility”) and its International Swaps and Derivatives Association Master Agreement (the “Swap Agreement” and with the Previous facility the “Previous Debt Instruments”). On April 12, 2011, Aliante Gaming, together with other affiliates filed voluntary petitions for relief under Chapter 11 of the Code, in the United States Bankruptcy Court for the District of Nevada, Northern Division (the “Bankruptcy Court”). On May 20, 2011, Aliante Gaming and certain affiliates filed with the Bankruptcy Court a plan of reorganization (the “Plan”) to restructure the equity and debt of Aliante Gaming. Pursuant to the Plan, on the Effective Date, (i) 100% of the equity interests in Aliante Gaming previously held by its parent corporation were cancelled and ceased to be outstanding, (ii) each lender (the “Lenders”) under the Previous Debt Instruments received, in full satisfaction of its claims against Aliante Gaming arising under the Previous Debt Instruments, its pro rata share of (a) 100% of the equity interests in Aliante Gaming (the “New Aliante Equity”)and (b) 100% of $45.0 million in aggregate principal amount of senior secured term loans of Aliante Gaming (the “Senior Secured Loans”) under a new senior secured credit facility (the “Senior Secured Credit Facility”), (iii) the Previous Debt Instruments were canceled (clauses (i), (ii) and (iii) referred to herein as the “Restructuring Transactions”) and (iv) each creditor holding an unsecured claim was paid in full. The Lenders contributed their pro rata share of the new Aliante Equity to us in connection with our formation on May 11, 2011.

We are organized as a limited liability company and are not subject to federal income taxes. Accordingly, a provision for income taxes is not included in our condensed consolidated financial statements.

Merger with Boyd Gaming Corporation

On April 21, 2016, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Boyd Gaming Corporation (“Boyd”), pursuant to which, subject to the terms and conditions set forth therein, a subsidiary of Boyd will merge with and into the Company (the “Merger”) with the Company as the surviving entity, such that following the Merger, the Company will become a wholly owned subsidiary of Boyd.

Upon the terms and subject to the conditions of the Merger Agreement, Boyd will pay for the benefit of holders of the Company’s membership interests $400 million in cash, less the amount of the Company’s outstanding indebtedness and less the amount of certain Company expenses (the “Merger Consideration”).

Pursuant to the Merger Agreement, upon the closing of the Merger, each issued and outstanding membership unit will automatically be cancelled and converted into the right to receive a portion of the Merger Consideration as allocated in accordance with the terms for distributions provided for in the Company’s Amended and Restated Operating Agreement, dated November 1, 2011.

The completion of the Merger is subject to customary conditions and the receipt of all required regulatory approvals, including, among others, approval by the Nevada Gaming Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The waiting period under HSR expired on June 9, 2016. Subject to the satisfaction or waiver of conditions in the Merger Agreement, the Company currently anticipates the transaction will close during the third quarter of 2016.

Table Of Contents

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which management believes are necessary to present fairly the financial position, results of operations, and cash flows of the Company for the respective periods presented. Certain information and footnote disclosures normally included in the audited consolidated financial statements prepared in accordance with U.S. general accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission for Form 10-Q. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements of the Company and notes thereto included in the annual report of the Company on Form 10-K for the year-ended December 31, 2015, filed with the Securities and Exchange Commission.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the Company and its wholly owned subsidiary, Aliante Gaming. All material intercompany transactions are eliminated in consolidation.

Fair Value of Financial Instruments

The estimated fair value of the Company’s financial instruments has been determined by the Company using available market information and valuation methodologies. However, considerable judgment is required to develop the estimates of fair value; thus, the estimates provided herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The carrying amounts of cash, receivables, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued a new accounting standard for revenue recognition which requires entities to recognize revenue when it transfers promised 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 new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. Management is currently assessing the impact of the adoption of this accounting pronouncement on the Company’s consolidated financial statements in future periods.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern — Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern (Subtopic 205-40). ASU No. 2014-15 requires management to provide an interim and annual assessment concerning an entity’s ability to continue as a going concern, and also requires disclosures under certain circumstances. ASU No. 2014-15 is effective for fiscal years beginning after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. It is currently management’s intent to adopt this accounting pronouncement upon the effective date. On April 1, 2015, the FASB proposed deferring the effective date of ASU No. 2014-15 by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective of December 31, 2016. Management does not expect the adoption of this accounting pronouncement to have a material impact on the Company’s consolidated financial statements in future periods.

In April 2015, the FASB issued amended accounting guidance that changes the balance sheet presentation of debt issuance costs. Under the amended guidance, debt issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. For public companies, the new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 (including interim periods within those fiscal years), and is required to be applied on a retrospective basis. The Company adopted this change in accounting principle as of January 1, 2016. The adoption did not have a material impact on the Company’s consolidated financial statements.

Table Of Contents

In July 2015, the FASB issued ASU No. 2015-11, simplifying the Measurement of Inventory. ASU 2015-11 simplifies the subsequent measurement of inventory by replacing the lower of cost or market test with a lower of cost and net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than last-in first-out and the retail inventory method. The guidance is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect the adoption of this accounting pronouncement to have a material impact on the Company’s consolidated financial statements in future periods.

No other new accounting pronouncements issued or effective during this period have or are expected 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 review and study 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 any such proposed or revised standards would have on our consolidated financial statements.

Note 3. Receivables

Receivables, net consist of the following (in thousands):

	June 30, 2016			December 31, 2015
	(unaudited)
Casino	$	91		$	85
Hotel		104			206
Other		410			943
		605			1,234
Allowance for doubtful accounts		(36	)		(34	)
Receivables, net	$	569		$	1,200

Note 4. Long-term Debt

Long-term debt consists of the following (in thousands):

	June 30, 2016			December 31, 2015
	(unaudited)
Wells Fargo Revolving Credit Facility	$	35,000		$	-
Unamortized Debt Issuance Cost		(326	)		-
Senior Secured Credit Facility		-			42,977
Special Improvement District assessment, payable in 32 semi-annual installments including interest at a fixed rate of 5.8%		636			675
Long-term debt, net of related costs		35,310			43,652
Less current portion of long-term debt		(83	)		(81	)
Long-term debt, net	$	35,227		$	43,571

Wells Fargo Revolving Credit Facility

On April 25, 2016, Aliante Gaming entered into a Revolving Credit Facility with Wells Fargo Bank, National Association, in the initial principal amount of up to $50.0 million. The Company has guaranteed the Revolving Credit Facility. The Revolving Credit Facility provides for three options to increase the principal amount of the Revolving Credit Facility in an aggregate principal amount of up to $20.0 million. The Revolving Credit Facility will mature on April 24, 2021 and interest will accrue at (i) LIBOR or (ii) a base rate, plus a margin based on the Company’s total leverage ratio. Aliante Gaming borrowed the full $50.0 million under the Revolving Credit Facility on April 25, 2016. The Revolving Loan Facility requires Aliante Gaming to make quarterly interest payments on any base rate loan and make interest payments at the end of any applicable 3 month or 6 month interest period for any LIBOR loan. The Revolving Credit Facility shall be subject to mandatory quarterly reduction in revolving loan commitments commencing June 30, 2017 and at the end of each calendar quarter thereafter.

The Revolving Credit Facility contains customary events of default and covenants, including a financial covenant that requires the Borrower to (a) maintain a leverage ratio of at least (i) 4.00:1.00 until June 29, 2017, (ii) 3.75:1.00 from June 30, 2017 to June 29, 2018 (iii) 3.50:1.00 from June 30, 2018 to June 29, 2019, (iv) 3.00:1.00 from June 30, 2019 to June 29, 2020 (v) 2.50:1.00 from June 30, 2020 to June 29, 2021, and (vi) 2.00:1.00 from June 30, 2021, (b) have a minimum fixed charge coverage ratio at the end of any fiscal quarter of not less than 1.05:1.00 and (c) a minimum adjusted EBITDA of the Loan Parties at the end of any fiscal quarter of not less than $12.0 million. The Company is in compliance with its debt covenants as of June 30, 2016. The Company’s obligations to the Lender are secured by substantially all of the Company’s assets. The proceeds of the Revolving Credit Facility were principally used to refinance existing indebtedness under the Senior Secured Loan and to pay fees, commissions and expenses incurred in connection with the Revolving Credit Facility and other general business purposes of the Company. In the event the Merger with Boyd is consummated (which would be a change in control under the Revolving Credit Facility), the outstanding obligations under the Revolving Credit Facility will be paid to Wells Fargo Bank from the Merger Consideration.

Table Of Contents

On May 19, 2016 the Company made an optional prepayment of $15.0 million against the Revolving Credit Facility. As of June 30, 2016, the Company’s available borrowing amount under the Revolving Credit Facility was $15.0 million.

Senior Secured Credit Facility (Related Party)

On November 1, 2011, the Company and Aliante Gaming entered into the Senior Secured Credit Facility, which provided for $45.0 million in principal amount of Senior Secured Loans, which were deemed made on the same date without any funding being provided. The Senior Secured Credit Facility represented an already outstanding obligation of Aliante Gaming as of November 1, 2011 and provided for interest to be paid at a rate to be elected by Aliante Gaming, such rate being either (i) 10% per annum, payable in kind and added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans, or (ii) 6% per annum, which interest will be payable in cash quarterly in arrears. As a result of accruing interest through June 30, 2014 in kind, and the $10 million pay down in the second quarter of 2015, the principal outstanding balance as of December 31, 2015 was $48.5 million. The outstanding principal amounts of the Senior Secured Loans and all accrued unpaid interest was paid in full in April 2016 with the proceeds from the Wells Fargo Revolving Credit Facility.

Loss on Extinguishment of Debt

In connection with the early retirement of the Senior Secured Credit Facility, the Company recorded a $5.1 million loss on extinguishment of debt representing the write-off of unamortized debt discount. The loss on extinguishment of debt was a result of the difference between the carrying value and the par value of the Senior Secured Credit Facility and was not deemed to be a capital distribution.

Fair Value of Debt

It was not practicable to determine the fair market value of our Senior Secured Facility due to the lack of comparable credit facilities and the involvement of our majority shareholder in negotiating the terms and conditions directly with the lender.

The Wells Fargo Revolving Credit Facility is not publicly held as such the Company utilizes the discounted cash flow method to estimate the fair value. The Company has determined the estimated fair value of these notes to be Level 3, as certain inputs used to determine the fair value of these agreements are unobservable and, therefore, could be sensitive to changes in inputs. As of June 30, 2016 the fair value of the Wells Fargo Revolving Credit Facility approximated carrying value.

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

Background

The following discussion and analysis of our results of operations and financial condition for the three and six months ended June 30, 2016 and 2015 should be read in conjunction with our audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.

ALST Casino Holdco, LLC (the “Company,” “we,” “us” or “our”), a Delaware limited liability company, was formed on May 11, 2011. We were formed to acquire substantially all of the equity interests of Aliante Gaming, LLC (“Aliante Gaming”) pursuant to its joint plan of reorganization under Chapter 11 of the United States Bankruptcy Code. The reorganization was completed on November 1, 2011 (the “Effective Date”), resulting in Aliante Gaming, the owner and operator of the Aliante Casino + Hotel, previously known as Aliante Station Casino + Hotel located in North Las Vegas, Nevada (the “Casino”), becoming our wholly owned subsidiary. The casino is a full-service casino and hotel offering high quality accommodations, gaming, dining, entertainment, retail and other resort amenities. Prior to November 1, 2011, we conducted no operations and had no material assets or liabilities.

On November 1, 2011, the Company and Aliante Gaming entered into a senior secured credit facility (the “Senior Secured Credit Facility”) with the holders (the “Lenders”) of our membership interests (the “Common Units”), also referred to as “Members.” The Lenders own 100% of our Common Units. The Senior Secured Credit Facility is further described under “Liquidity and Capital Resources.”

Table Of Contents

Merger with Boyd Gaming Corporation

The completion of the Merger is subject to customary conditions and the receipt of all required regulatory approvals, including, among others, approval by the Nevada Gaming Commission and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Subject to the satisfaction or waiver of conditions in the Merger Agreement, the Company currently anticipates the transaction will close during the third quarter of 2016.

Overview

Our operating results are greatly dependent on the level of gaming revenue generated at the Casino. Gaming revenue is generally defined as gaming wins less gaming losses. A substantial portion of our operating income is generated from our gaming operations, primarily from slot play. We use our non-gaming revenue departments to drive customer traffic to the Casino. The majority of our revenue is cash-based, and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Additionally, our business is capital intensive, and we rely heavily on the ability of the Casino to generate operating cash flow to repay debt financing and fund maintenance capital expenditures.

Promotional allowances consist primarily of free slot play and complimentary food and beverages furnished to customers. Upon redemption, the retail value of such services is included in the respective revenue classifications and is then deducted as promotional allowances. We calculate income from operations as net revenues less total operating costs and expenses. Income from operations represents only those amounts that relate to operations and excludes interest income, interest expense and other non-operating income and expenses.

We consider various performance measures in assessing financial condition and results of operations including fluctuations in revenues, expenses and margins as compared to prior periods and internal plans. Additionally, we measure changes in selling, general and administrative expenses as a percent of net revenues, which indicate management’s ability to control costs. We also evaluate our profitability based upon Adjusted EBITDA (see “- Results of Operations” for additional information), which represents earnings before interest, taxes, depreciation and amortization, restructuring and other charges and other non-recurring items, as applicable. The measures listed above are not a comprehensive list of all factors considered by us in assessing our financial condition and operating performance, and we may consider other individual measures as required by trends and discrete events arising in a specific period, but these are the key indicators.

Table Of Contents

Results of Operations

The following table highlights the results of operations and reconciles Adjusted EBITDA to net income for the three and six months ended June 30, 2016 as compared to the prior year period (in thousands, except percentages):

	Three Months Ended									Six Months Ended
	June 30, 2016			June 30, 2015			Percent Change			June 30, 2016			June 30, 2015			Percent Change
Net revenues	$	22,626		$	20,992			7.8	%	$	45,279		$	41,503			9.1	%

Adjusted EBITDA(a)	$	5,291		$	4,383			20.7	%	$	11,090		$	8,912			24.4	%
Less:
Depreciation and amortization		1,268			1,347			(5.9	)%		2,512			2,591			(3.0	)%
(Gain) on disposal of assets, net		-			-						-			(129	)
Operating income		4,023			3,036			32.5	%		8,578			6,450			33.0	%
Loss on extinguishment of debt		(5,141	)		-						(5,141	)		-
Interest expense, net		(456	)		(2,059	)		(77.9	)%		(1,643	)		(3,390	)		(51.5	)%
Net (loss) income	$	(1,574	)	$	977			(261.1	)%	$	1,794		$	3,060			(41.4	)%

(a)

EBITDA, earnings before interest, taxes, depreciation and amortization, is a widely used measure of operating performance in the gaming industry. We have traditionally used adjusted EBITDA when evaluating the Casino’s operating performance because we believe that the inclusion or exclusion of certain non-cash recurring, non-recurring items is necessary to present the most accurate measure of the Casino’s operating results and as a means to assess results period over period. We refer to the financial measure that adjusts for these items as Adjusted EBITDA. We believe, when considered with measures calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), Adjusted EBITDA is a useful financial performance measurement for assessing the Casino’s operating performance and is used by management in making financial and operational decisions. In this regard, Adjusted EBITDA is a key metric used by us in our budgeting process, when calculating returns on investment of existing and proposed projects and in the evaluation of incentive compensation related to property management. Adjusted EBITDA consists of net income (loss) less interest, taxes, depreciation and amortization and other non-recurring items, as applicable. We believe that while items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluation of the Casino’s operating performance, it is useful to exclude such items when analyzing current results and trends compared to other periods because these items can vary significantly depending on specific underlying transactions, the ability of management to control such items or events and may not be comparable between the periods being presented. Also, we believe excluded items may not relate specifically to the Casino’s operating trends or be indicative of future results. For example, lease terminations will be significantly different in periods when we terminate a lease agreement and it is not expected to be comparable period over period, nor is the amount expected to follow any particular trend from period-to-period. Therefore, we use Adjusted EBITDA as the primary measure of the Casino’s operating performance. We believe that our Members use Adjusted EBITDA as an appropriate financial measure in determining the value of their investment. To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. The impact of interest, taxes, depreciation and amortization, and other non-recurring items, as applicable, each of which can significantly affect our results of operations and liquidity, should be considered in evaluating our operating performance, and cannot be determined from Adjusted EBITDA. Adjusted EBITDA is used in addition to, and in conjunction with, GAAP measures and should not be considered as an alternative to net income (loss), or any other GAAP operating performance measure. To compensate for the inherent limitations of the disclosure of Adjusted EBITDA, we provide relevant disclosure of our depreciation and amortization, interest and other items in our reconciliations to GAAP financial measures and condensed financial statements, all of which should be considered when evaluating our performance. In addition, it should be noted that not all gaming companies that report Adjusted EBITDA or adjustments to such measures, may calculate Adjusted EBITDA, or such adjustments, in the same manner as us, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies.

Table Of Contents

The following table highlights the various sources of revenues and expenses for the three and six months ended June 30, 2016 as compared to the prior year period (in thousands, except percentages):

	Three Months Ended									Six Months Ended
	June 30, 2016			June 30, 2015			Percent Change			June 30, 2016			June 30, 2015			Percent Change
Casino revenues	$	16,932		$	15,731			7.6	%	$	34,302		$	31,492			8.9	%
Casino expenses		6,741			6,482			4.0	%		13,798			13,022			6.0	%
Profit Margin		60.2	%		58.8	%					59.8	%		58.6	%

Food and beverage revenue		4,680			4,473			4.6	%		9,045			8,413			7.5	%
Food and beverage expenses		3,657			3,356			9.0	%		7,106			6,488			9.5	%
Profit Margin		21.9	%		25.0	%					21.4	%		22.9	%

Room revenue		1,878			1,825			2.9	%		3,741			3,542			5.6	%
Room expenses		879			796			10.4	%		1,766			1,546			14.2	%
Profit Margin		53.2	%		56.4	%					52.8	%		56.4	%

Other revenue		925			814			13.6	%		1,831			1,640			11.6	%
Other expenses		397			376			5.6	%		729			731			(0.3	)%
Profit Margin		57.1	%		53.8	%					60.2	%		55.4	%

Selling, general and administrative expenses		5,661			5,599			1.1	%		10,790			10,804			(0.1	)%
Percent of net revenues		25.0	%		26.7	%					23.8	%		26.0	%

Casino. Casino revenues increased by $1.2 million, or 7.6% for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015 primarily due to a 1.6% increase in table games drop, and a 6.5% increase in slot revenue. Both increases are primarily a result of an increase in gaming patron visitation and marketing efforts. Casino expenses increased 4.0% to $6.7 million for the three months ended June 30, 2016 as compared to $6.5 million for the three months ended June 30, 2015, primarily due to an increase in gaming tax expense associated with our increased revenues. The casino operating margin increased to 60.2% for the three months ended June 30, 2016 as compared to 58.8% for the three months ended June 30, 2015 primarily due to the increase in casino revenues.

Casino revenues increased 8.9% to $34.3 million for the six months ended June 30, 2016 as compared to $31.5 million for the six months ended June 30, 2015 primarily due to a 4.0% increase in table games drop and a 9.5% increase in slot revenue. Both increases are primarily a result of an increase in gaming patron visitation as a result of increased marketing efforts. Casino expenses increased 6.0% to $13.8 million for the six months ended June 30, 2016 as compared to $13.0 million for the six months ended June 30, 2015, primarily due to an increase in payroll costs and increased gaming tax expense associated with our increased revenues. The casino operating margin increased to 59.8% for the six months ended June 30, 2016 as compared to 58.6% for the six months ended June 30, 2015 primarily due to the increase in casino revenues.

Food and Beverage. Food and beverage revenues increased 4.6% to $4.7 million for the three months ended June 30, 2016 as compared to $4.5 million for the prior year period, primarily as a result of increased visitor volume in our casual dining restaurants. Food and beverage expenses increased $0.3 million or 9.0% primarily as a result of increased costs associated with increased visitor volume. The food and beverage operating margin decreased to 21.9% for the three months ended June 30, 2016 as compared to 25.0% for the three months ended June 30, 2015 as a result of an increase in payroll.

Food and beverage revenues increased 7.5% to $9.0 million for the six months ended June 30, 2015 as compared to $8.4 million for the same prior year period. The increases are primarily a result of increased visitor volume in our casual dining restaurants. Food and beverage expenses increased $0.6 million or 9.5% for the six months ended June 30, 2016 as compared to the same period prior year, primarily as a result of increased costs associated with increased visitor volume. The food and beverage operating margin decreased to 21.4% for the six months ended June 30, 2016 as compared to 22.9% for the six months ended June 30, 2015 primarily due to an increase in payroll.

Table Of Contents

Room. The following table shows key information for hotel operations:

	Three Months Ended									Six Months Ended
	June 30, 2016			June 30, 2015			Percent Change			June 30, 2016			June 30, 2015			Percent Change

Occupancy		91	%		94	%					92	%		93	%
Average daily rate	$	99		$	92			7.6	%	$	98		$	93			5.4	%
Revenue per available room	$	90		$	89			1.1	%	$	90		$	88			2.3	%

Room revenues increased by 2.9% for the three months ended June 30, 2016 as compared to the prior year period. The increase is primarily due to a 7.6% increase in the average daily room rate offset by a decline in occupancy. Room expenses also increased 10.4% for the three months ended June 30, 2016 as compared to prior year period due to costs associated with increased occupancy, the increased cost of linen services and the increase in payroll.

Room revenues increased by 5.6% to $3.7 million for the six month ended June 30, 2016 as compared to the prior year period. The increase is primarily due to a 5.4% increase in average daily room rate offset by a decline in occupancy. Room expenses also increased 14.2% for the six months ended June 30, 2016 as compared to prior year period due to costs associated with increased occupancy, the increased cost of linen services and the increase in payroll.

Other Revenues and Expenses. Other revenues primarily include income from leased outlets, the gift shop, the call center, and entertainment. Other revenues increased by 13.6% and 11.6% during the three and six months ended June 30, 2016, respectively, as compared to the same periods in the prior year, primarily as a result of an increase in the percentage rent from leased outlets. The 5.6% increase in other expenses is primarily the result of cost increases that correspond to the gift shop.

Selling, General and Administrative (“SG&A”). SG&A expenses increased by 1.1% for the three months ended June 30, 2016 as compared to the prior year period due to an increase in non-operating professional fees. SG&A expenses for the six months ended June 30, 2016 remained the same.

Depreciation and Amortization. Depreciation and amortization decreased by 5.9% and 3.0% for the three and six months ended June 30, 2016, respectively, as compared to the prior year due to assets being fully depreciated.

Operating Income. As a result of the factors discussed above, operating income increased by 32.5% and 33.0% respectively, for the three and six months ended June 30, 2016 as compared to the prior year period.

Interest Expense. Interest expense for the three and six month periods ending June 30, 2016 decreased by $1.6 million and $1.7 million, respectively, due to a decrease in the amortization of the original issue discount as calculated under the effective interest rate method. Our outstanding indebtedness at June 30, 2016, excluding unamortized debt discount of $0.3 million was approximately $35.6 million compared to approximately $49.3 million, excluding unamortized debt discount of $6.4 million as of June 30, 2015. Interest expense related to our Wells Fargo Revolving Credit line approximated $0.2 million for the quarter ended June 30, 2016. Also included in interest expense is a $0.4 million charge for the amortization of debt discount due to the pay-off the Senior Secured Facility in April 2016. The Wells Fargo Revolving Credit line bears interest at a rate to be elected by Aliante Gaming, such interest will accrue at (i) LIBOR or (ii) a base rate, plus a margin based on the Company’s total leverage ratio.

Net (Loss) Income. As a result of the factors discussed above, for the three and six months ended June 30, 2016, respectively, the Company had a net loss of $1.6 million and a net income of $1.8 million, compared to net income of $1.0 million and $3.1 million for the three and six months ended June 30, 2015, respectively.

Liquidity and Capital Resources

Our cash flows will be affected by a variety of factors, many of which are outside of our control, including recovery of the local gaming market, recovery of the housing market and community surrounding the Casino, competition and other general business conditions. We believe that our available cash, cash flows from our operations, and available cash draws our revolving credit facility (see “Wells Fargo Revolving Credit Facility”) will provide sufficient liquidity to fund our cash requirements and capital expenditures for 2016, see “Risk Factors — We have limited liquidity and capital resources and may be unable to generate sufficient cash flows to finance all operating expenses, working capital needs and capital expenditures.” We expect to fund future capital expenditures for maintenance of the Casino through cash generated from our operating activities and we expect that we will generate sufficient income and liquidity to meet all of our operating cash requirements. Our results for future periods are subject to numerous uncertainties which may result in liquidity problems, which could in turn affect our ability to meet our obligations while attempting to meet competitive pressures or adverse economic conditions.

Table Of Contents

On April 21, 2016, we entered into a definitive merger agreement with Boyd Gaming Corporation, pursuant to which, subject to the terms and conditions set forth in the merger agreement, a subsidiary of Boyd Gaming Corporation will merge with and into us and we will be the surviving entity, such that following the merger we will be a wholly-owned subsidiary of Boyd Gaming Corporation. Subject to the satisfaction or waiver of conditions, we currently anticipate that the merger will close during the third quarter of 2016.

Wells Fargo Revolving Credit Facility

On April 25, 2016, Aliante Gaming entered into a Revolving Credit Facility with Wells Fargo Bank, National Association, in the initial principal amount of up to $50.0 million. The Company guaranteed the Revolving Credit Facility. The Revolving Credit Facility provides for three options to increase the principal amount of the Revolving Credit Facility in an aggregate principal amount of up to $20.0 million. The Revolving Credit Facility will mature on April 24, 2021 and interest will accrue at (i) LIBOR or (ii) a base rate, plus a margin based on the Company’s total leverage ratio. Aliante Gaming borrowed the full $50.0 million under the Revolving Credit Facility on April 25, 2016 and used the proceeds to refinance existing indebtedness under the Senior Secured Loan and to pay fees, commissions and expenses incurred in connection with the Revolving Credit Facility and other general business purposes of the Company.

The Revolving Credit Facility contains customary events of default and covenants, including a financial covenant that requires the Borrower to (a) maintain a leverage ratio (defined in the Credit Agreement) of at least (i) 4.00:1.00 until June 29, 2017, (ii) 3.75:1.00 from June 30, 2017 to June 29, 2018 (iii) 3.50:1.00 from June 30, 2018 to June29, 2019, (iv) 3.00:1.00 from June 30, 2019 to June 29, 2020 (v) 2.50:1.00 from June 30, 2020 to June 29, 2021, and (vi) 2.00:1.00 from June 30, 2021, (b) have a minimum fixed charge coverage ratio at the end of any fiscal quarter of not less than 1.05:1.00 and (c) a minimum adjusted EBITDA of the Loan Parties at the end of any fiscal quarter of not less than $12.0 million. The Company is in compliance with its debt covenants as of June 30, 2016. The Company’s obligations to the Lender are secured by substantially all of the Company’s assets. In the event that the Merger with Boyd is consummated (which would be a change in control under the Revolving Credit Facility), the outstanding obligations under the Revolving Credit Facility will be paid to Wells Fargo Bank from the Merger Consideration.

On May 19, 2016 the Company made an optional payment of $15.0 million against the Revolving Credit Facility. As of June 30, 2016, the Company’s available borrowing amount under the Revolving Credit Facility was $15.0 million.

Senior Secured Credit Facility

On November 1, 2011, the Company and Aliante Gaming entered into the Senior Secured Credit Facility, which provided for $45.0 million in principal amount of Senior Secured Loans, which were deemed made on the same date without any funding being provided. The Senior Secured Credit Facility represented an already outstanding obligation of Aliante Gaming as of November 1, 2011 and provided for interest to be paid at a rate to be elected by Aliante Gaming, such rate being either (i) 10% per annum, payable in kind and added to the principal amount of the Senior Secured Loans quarterly in arrears and subsequently treated as principal of the Senior Secured Loans, or (ii) 6% per annum, which interest will be payable in cash quarterly in arrears. Effective June 30, 2014 Aliante Gaming elected the cash interest payment option with accrued interest being payable in kind through June 30, 2014. As a result of accruing interest in kind through June 30, 2014, and the $10.0 million pay down in the second quarter of 2015, the principal outstanding balance as of December 31, 2015 was $48.5 million. The outstanding principal amount of the Senior Secured Loans and all accrued and unpaid interest thereon was paid in full on April 25, 2016.

Year Ending December 31, 2016

Our primary cash requirements for the remainder of 2016 are expected to include approximately $1.8 million for maintenance capital expenditures and $518,000 for interest payments on indebtedness. We do not expect to pay dividends to the Common Unit Holders in 2016. We had $10.7 million in cash and cash equivalents as of June 30, 2016.

Table Of Contents

Six months ended June 30, 2016 and 2015

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

	Six Months Ended
	June 30, 2016			June 30, 2015
Net cash provided by operating activities	$	7,998		$	9,090
Net cash (used in) investing activities		(1,191	)		(3,172	)
Net cash (used in) financing activities		(13,916	)		(10,037	)
Net decrease in cash and cash equivalents	$	(7,109	)	$	(4,119	)

For the six months ended June 30, 2016, net cash provided by operating activities was $8.0 million as compared to $9.1 million for the six months ended June 30, 2015. The decrease in cash flows from operating activities is primarily the result of the loss on the unamortized debt discount related to the Senior Secured Credit Facility. For the six months ended June 30, 2016 and June 30, 2015, cash used in investing activities primarily consisted of capital expenditures. Cash used in financing activities represents the refinance of the senior secured loan for the six months ended June 30, 2016. There were no distributions to the Members during the six months ended June 30, 2016 and June 30, 2015.

Off Balance Sheet Arrangements

As of June 30, 2016, we did not have any off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

As of June 30, 2016, there were no material changes to the contractual obligations previously reported under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2016.

Critical Accounting Policies

A description of our critical accounting policies can be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 28, 2016.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. Such statements contain words such as “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “might,” “should,” “could,” “would,” “seek,” “pursue,” and “anticipate” or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties. Forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements concerning:

●

projections of future results of operations or financial condition;

●

expectations regarding our business and results of operations;

●

expenses and our ability to operate efficiently;

●

expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

●

our ability to comply with the covenants in the agreements governing our outstanding indebtedness;

●

our ability to meet our projected debt service obligations, operating expenses and maintenance capital expenditures;

●

expectations regarding the availability of capital resources; and

●

the impact of regulation on our business and our ability to maintain necessary approvals for our property.

Table Of Contents

Any forward-looking statement is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following:

●

the effects of intense competition that exists in the gaming industry;

●

the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;

●

the risk that we are dependent on one property for all of our cash flow;

●

the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;

●

risks associated with changes to applicable gaming and tax laws could have a material adverse effect on our financial condition;

●

the impact of general business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, and general economic conditions on our business and results of operations;

●

our ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners pending the consummation of the merger with Boyd Gaming Corporation;

●

potential legal proceedings that may be instituted against the Company and/or others related to the merger agreement with Boyd Gaming Corporation;

●

limitations placed on the Company’s ability to operate the business by the merger agreement with Boyd Gaming Corporation;

●

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Boyd Gaming Corporation;

●

satisfaction of the closing conditions to the merger with Boyd Gaming Corporation, including receipt of regulatory approvals;

●

the risk that the contemplated merger with Boyd Gaming Corporation will not occur; and

●

the negative effects, if any, from the contemplated merger with Boyd Gaming Corporation.

You should consider 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, 2015, filed with the SEC on March 28, 2016. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of June 30, 2016, there were no material changes to the information previously reported under “Item 7A. Quantitative and Qualitative Disclosures About market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 28, 2016.

Table Of Contents

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). The design of any system of control is based in part upon certain assumptions about the likelihood of future events, and we cannot assure that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

During the three and six months ended June 30, 2016, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is currently a party to litigation arising in the ordinary course of business. As with all litigation, no assurance can be provided as to the outcome, and litigation inherently involves significant costs.

ITEM 1A. RISK FACTORS.

A description of our risk factors can be found in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 28, 2016. Additional risk factors that may affect future results are listed below. This information should be considered carefully, together with other information in this report and other reports and materials we file with the Securities and Exchange Commission.

Factors That May Affect Future Results

The proposed merger with Boyd Gaming Corporation may disrupt our business.

On April 21, 2016 we entered into a Merger Agreement with Boyd, pursuant to which, subject to the terms and conditions set forth therein will merge with and into the Company, with the Company as the surviving entity, such that following the Merger, the Company will be a wholly owned subsidiary of Boyd. The Merger, whether or not consummated, may result in a loss of key personnel and may disrupt our sales and marketing or other key business activities, including our relationships with third parties, including customers, which may have an adverse impact on our financial performance. The merger agreement in general requires us to operate our business in the ordinary course pending consummation of the Merger.

The ability to complete the merger is subject to consents and approvals from government entities and if the merger with Boyd Gaming Corporation does not occur, we will have incurred significant expenses.

The obligation of Boyd to complete the Merger is subject to several conditions, including the receipt of certain regulatory approvals, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended, and the approval of certain other governmental entities that hold regulatory, licensing or permit authority over us and Boyd. The obligation of each party to consummate the Merger is also conditioned upon the accuracy of the other party’s representations and warranties, the absence of a material adverse effect involving the other party, and the other party having performed in all material respects its obligation under the Merger Agreement. These conditions are described in more detail in the merger agreement, which was filed as an exhibit to our Form 10-Q for the period ended March 31, 2016. There is no assurance that each of the conditions set forth in the merger agreement will be satisfied or that the Merger will occur when or as expected. Additionally, we have incurred and will continue to incur substantial legal and other professional fees and expenses in connection with the Merger, which must be paid even if the Merger is not completed.

Table Of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit Number		Description

2.1		Agreement and Plan of Merger by and among ALST Casino Holdco, LLC, Boyd Gaming Corporation and Boyd TCII Acquisition, LLC, a wholly owned subsidiary of Boyd dated April 21, 2016 is hereby incorporated by reference to Exhibit 2.1 of the Company’s Form 10-Q for the period ended March 31, 2016 filed with the Securities and Exchange Commission on May 13,2016,

10.1		Amendment to Executive Employment Agreement by and among ALST Casino Holdco, LLC, Aliante Gaming, LLC and Robert Schaffhauser dated as of April 4, 2016 is hereby incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended March 31, 2016 filed with Securities and Exchange Commission on May 13, 2016.

10.2		Credit Agreement between Aliante Gaming, LLC, as borrower and Wells Fargo Bank, National Association, as administrative agent and as a Lender dated April 25, 2016 is hereby incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 28, 2016.

10.3		Security Agreement by Aliante Gaming, LLC and ALST Casino Holdco, LLC in favor of Wells Fargo Bank, National Association dated April 25, 2016 is hereby incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Securities and Exchange commission on April 28, 2016.

10.4		Deed of Trust, Assignment of Rents and leases, Security Agreement and Fixture Fling made by Aliante Gaming, LLC in favor of First American Title Insurance Company, a California corporation, as trustee, for the benefit of Wells Fargo Bank, National Association dated April 25, 2016 is hereby incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on April 28, 2016.

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase.

101.DEF		XBRL Taxonomy Extension Definition Linkbase.

101.LAB		XBRL Taxonomy Extension Label Linkbase.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

Table Of Contents

SIGNATURE

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.

	ALST CASINO HOLDCO, LLC, Registrant

Dated: August 12, 2016	By:	/s/ SOOHYUNG KIM
		Name:	Soohyung Kim
		Title:	Manager, Chief Executive Officer and Secretary

ALST Casino Holdco, LLC 10-Q