Fresh-Start Reporting

9 Months Ended

Sep. 30, 2011

Fresh-Start Reporting

Fresh-Start Reporting

3. Fresh-Start Reporting

        The Company adopted fresh-start reporting on the Effective Date in accordance with ASC Topic 852. The Company was required to apply the fresh-start reporting provisions of ASC Topic 852 to its financial statements because (i) the reorganization value of the assets of the emerging entity immediately before the date of confirmation was less than the total of all post-petition liabilities and allowed claims, and (ii) the holders of existing voting shares of STN immediately before confirmation received less than 50 percent of the voting shares of the emerging entity. Under ASC Topic 852, application of fresh-start reporting is required on the date on which a plan of reorganization is confirmed by a bankruptcy court and all material conditions to the plan of reorganization are satisfied. All material conditions to the Plans were satisfied as of June 17, 2011.

        Fresh-start reporting results in a new basis of accounting and a new reporting entity with no beginning retained earnings or deficit, and generally involves adjusting the historical carrying values of assets and liabilities to their fair values as determined by the reorganization value. In accordance with the fresh-start reporting guidance in ASC Topic 852, the reorganization value of the Company was assigned to its assets and liabilities in conformity with the procedures specified by ASC Topic 805, Business Combinations ("ASC Topic 805"), and the portion of the reorganization value that was not attributable to specific tangible or identified intangible assets was recognized as goodwill. Predecessors' goodwill, accumulated depreciation, accumulated amortization, accumulated deficit and accumulated other comprehensive income were eliminated. The effects on the reported amounts of assets and liabilities resulting from the adoption of fresh-start reporting and the effects of the Plans through the Effective Date are reflected in the Predecessors' statements of operation.

        The aggregate transaction value for the Restructuring Transactions, as determined by the Bankruptcy Court and set forth in the Plans and related documents, is approximately $3.1 billion. This reorganization value does not necessarily reflect the price that would be paid for these assets in a transaction involving a willing seller and buyer, with each party possessing full information regarding the Company and with neither party being under any compulsion to buy or sell.

        Estimates of fair value represent the Company's best estimates, and are prepared using a variety of valuation methodologies including techniques based on industry data and trends, by reference to relevant market rates and transactions, and discounted cash flow analysis, among others. The determination of the fair value of assets and liabilities is subject to significant estimation and assumptions and there can be no assurance that the estimates, assumptions and values reflected in the valuations will be realized, and actual results could vary materially.

        The implementation of the Plans and the effects of the consummation of the transactions contemplated therein and the effects of the adoption of fresh-start reporting on Predecessors' condensed consolidated balance sheets at June 17, 2011, which resulted in the opening condensed consolidated balance sheet of the Successor at June 17, 2011, are shown below (in thousands, unaudited):

			Predecessors												Successor
			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC									Station Casinos LLC
									Effects of the Plan (a)			Fresh-Start Reporting Adjustments (b)
			June 17, 2011												June 17, 2011
ASSETS
Current assets:
	Cash and cash equivalents		$	242,392		$	44,355		$	(173,597	)	$	—		$	113,150
	Other current assets			349,124			6,903			(263,305	)		—			92,722
		Total current assets		591,516			51,258			(436,902	)		—			205,872
Property and equipment, net				2,457,493			418,600			—			(595,944	)		2,280,149
Goodwill				124,313			—			—			70,820			195,133
Native American note receivable				21,257			—			—			11,272			32,529
Intangible assets, net				270,926			—			—			(49,586	)		221,340
Land held for development				240,836			—			—			(10,936	)		229,900
Investments in joint ventures				4,647			—			—			5,607			10,254
Native American development costs				179,543			—			—			(113,843	)		65,700
Other assets, net				56,798			4,012			—			(8,337	)		52,473
		Total assets	$	3,947,329		$	473,870		$	(436,902	)	$	(690,947	)	$	3,293,350
LIABILITIES AND MEMBERS'/STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities not subject to compromise:
	Current portion of long-term debt		$	242,376		$	172		$	(227,721	)	$	—		$	14,827
	Other current liabilities			133,024			9,685			21,442			—			164,151
Current liabilities:				375,400			9,857			(206,279	)		—			178,978
Long-term debt, less current portion				7,769			1,695			2,207,565			—			2,217,029
Deferred income taxes, net				103,659			—			(103,659	)		—			—
Investments in joint ventures, deficit				362,086			—			(361,896	)		(190	)		—
Other long-term liabilities, net				14,201			—			(5,389	)		—			8,812
		Total liabilities not subject to compromise		863,115			11,552			1,530,342			(190	)		2,404,819
Liabilities subject to compromise				5,997,182			904,277			(6,901,459	)		—			—
		Total liabilities		6,860,297			915,829			(5,371,117	)		(190	)		2,404,819
Commitments and contingencies
Members'/ stockholders' equity (deficit):
	Predecessor stockholders'/members' deficit			(2,914,963	)		(441,959	)		4,079,735			(722,813	)		—
	Additional paid-in capital of Station Casinos LLC			—			—			844,980			—			844,980
		Station Casinos LLC members' equity		(2,914,963	)		(441,959	)		4,924,715			(722,813	)		844,980
	Noncontrolling interest			1,995			—			9,500			32,056			43,551
		Total members'/stockholders' (deficit) equity		(2,912,968	)		(441,959	)		4,934,215			(690,757	)		888,531
		Total liabilities and members'/stockholders' (deficit) equity	$	3,947,329		$	473,870		$	(436,902	)	$	(690,947	)	$	3,293,350

(a)

Represents amounts recorded as of the Effective Date for the consummation of the Plans, including the settlement of liabilities subject to compromise, elimination of certain affiliate balances among the Predecessors, the issuance of new indebtedness and related cash payments, the payment of fees and costs related to the Restructuring Transactions, and the issuance of voting units and non-voting units of the Company.

(b)

Reflects the adjustment of the carrying values of assets and liabilities to fair value, or other measurement as specified in the accounting guidance related to business combinations.

        The following table summarizes the net gain (loss) on reorganization and related items and fresh-start reporting adjustments for the periods indicated:

		Predecessors
		Three Months Ended September 30, 2010
		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
Adjustment of swap carrying values to expected amounts of allowed claims		$	1,447		$	—
Professional fees and expenses and other			(22,718	)		—
	Total net reorganization items and fresh-start reporting adjustments	$	(21,271	)	$	—

		Predecessors
		Period From January 1, 2011 Through June 16, 2011						Nine Months Ended September 30, 2010
		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
Discharge of liabilities subject to compromise		$	4,066,026		$	590,976		$	—		$	—
Fresh-start reporting adjustments			(789,464	)		66,651			—			—
Write-off of debt discount and debt issuance costs			—			2,992			—			—
Adjustment of swap carrying values to expected amounts of allowed claims			—			—			(4,375	)		—
Professional fees and expenses and other			(16,567	)		(25,620	)		(74,090	)		—
	Total net reorganization items and fresh-start reporting adjustments	$	3,259,995		$	634,999		$	(78,465	)	$	—